Common use of The Insurance Policy Clause in Contracts

The Insurance Policy. (a) If, on the third Business Day before any Distribution Date, the Trustee determines that the amount on deposit in the Certificate Account distributable to Holders of the Insured Certificates pursuant to Sections 13.01(b) and (c), together with any amounts that may be distributable to the Holders of the Insured Certificates from the Reserve Fund on such Distribution Date, will be insufficient to pay the Covered Amount on such Distribution Date, the Trustee shall determine the amount of any such deficiency and shall give Notice to the Insurer and the appropriate Fiscal Agent (as defined in the Insurance Policy), if any, by telephone or telecopy of the amount of such deficiency, confirmed in writing to the Insurer, such Notice to be substantially in the form of Exhibit A attached to the Insurance Policy and delivered by 12:00 noon, New York City time on such third Business Day. (b) In the event the Trustee receives a certified copy of an order of the appropriate court that any scheduled payment of principal or interest on a Insured Certificate has been voided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall (i) promptly notify the Insurer, as appropriate, and the Fiscal Agent, if any, and (ii) comply with the provisions of the Insurance Policy to obtain payment by the Insurer of such voided scheduled payment. In addition, the Trustee shall mail notice to all Holders of the Insured Certificates so affected that, in the event that any such Holder's scheduled payment is so recovered, such Holder will be entitled to payment pursuant to the terms of the Insurance Policy, a copy of which shall be made available to such Holders by the Trustee. The Trustee shall furnish to the Insurer and the appropriate Fiscal Agent, if any, its records listing the payments on the affected Insured Certificates, if any, that have been made by the Trustee and subsequently recovered from the affected Holder, and the dates on which such payments were made by the Trustee. (c) At the time of the execution hereof, and for the purposes hereof, the Trustee shall establish an Eligible Account in the name of the Trustee for the benefit of Holders of the Insured Certificates (the "Policy Payments Account") over which the Trustee shall have exclusive control and sole right of withdrawal. The Trustee shall deposit any amount paid under the Insurance Policy into the Policy Payments Account and distribute such amount only for the purposes of making payments to Holders of the Insured Certificates in respect of the Insured Payments by the Insurer pursuant to the Insurance Policy for which the related claim was made under the Policy. Such amounts shall be allocated by the Trustee to Holders of Insured Certificates affected by such shortfalls in the same manner as principal and interest distributions are to be allocated with respect to such Certificates pursuant to Section 13.01. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to make regular payments hereunder with funds withdrawn from the Certificate Account. However, any payments made on the Insured Certificates from funds in the Policy Payments Account shall be noted as provided in subsection (e) below. Funds held in the Policy Payments Account shall not be invested by the Trustee. (d) Any funds received from the Insurer for deposit into the Policy Payments Account pursuant to the Insurance Policy in respect of a Distribution Date or otherwise as a result of any claim under such Insurance Policy shall be applied by the Trustee directly to the payment in full (i) of the Insured Deficiency Amount due on such Distribution Date on the Insured Certificates, or (ii) of the Preference Amount to which payments under the Insurance Policy are to be applied. Funds received by the Trustee as a result of any claim under the Insurance Policy shall be used solely for payment of the Holders of the Insured Certificates, respectively, and may not be applied for any other purpose, including, without limitation, satisfaction of any costs, expenses or liabilities of the Trustee or the Trust Fund. Any funds remaining in the Policy Payments Account on the first Business Day after each Distribution Date shall be remitted promptly to the Insurer pursuant to the written instruction of the Insurer. (e) The Trustee shall keep complete and accurate records in respect of (i) all funds remitted to it by the Insurer and deposited into the Policy Payments Account and (ii) the allocation of such funds to (A) payments of interest on and principal in respect of any Insured Certificates, (B) Realized Losses allocated to the Insured Certificates and (C) Non-Supported Interest Shortfalls allocated to the Insured Certificates. The Insurer shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days' prior notice to the Trustee. (f) The Trustee acknowledges, and each Holder of an Insured Certificate by its acceptance of such Insured Certificate agrees, that, without the need for any further action on the part of the Insurer or the Trustee, to the extent the Insurer makes payments, directly or indirectly, on account of principal of or interest on any Insured Certificate, the Insurer will be fully subrogated to the rights of the Holders of such Insured Certificates to receive such principal and interest from the Trust Fund. The Holders of the Insured Certificates, by acceptance of the Insured Certificates, assign their rights as Holders of the Insured Certificates to the extent of the Insurer's interest with respect to amounts paid under the Insurance Policy. Anything herein to the contrary notwithstanding solely for purposes of determining the Insurer's rights as subrogee for payments distributable pursuant to Sections 12.01 and 13.01, any payment with respect to distributions to the Insured Certificates that is made with funds received pursuant to the terms of the Insurance Policy shall not be considered a payment of the Insured Certificates from the Trust Fund and shall not result in the distribution or the provision for the distribution in reduction of the Principal Balance of the Insured Certificates within the meaning of Section 12.07. (g) Upon the occurrence of a Servicing Event of Default, the Trustee shall promptly notify the Insurer of such Servicing Event of Default. (h) The Trustee shall promptly notify the Insurer of either of the following as to which a Responsible Officer of the Trustee has actual knowledge: (A) the commencement of any proceeding by or against the Issuer commenced under the United States bankruptcy code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an "Insolvency Proceeding") and (B) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a "Preference Claim") of the distribution made with respect to the Insured Certificates. Each Holder of an Insured Certificate, by its purchase of an Insured Certificate, and the Trustee hereby agree that the Insurer (so long as no default in payment by the Insurer under the Insurance Policy exists) 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, Insurer shall be subrogated to the rights of the Trustee and each Holder of an Insured Certificates in the conduct of any 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. (i) The Trustee shall surrender the Insurance Policy to the Insurer for cancellation upon reduction of the Principal Balance of the Insured Certificates to zero or replacement of the Insurer pursuant to Section 12.09. (j) The Reserve Fund shall be established on the Startup Day and maintained by the Trustee in accordance with this Section 12.07(j). At the time the Reserve Fund is established, the Issuer shall cause to be deposited into the Reserve Fund the amount of $__,000. All funds in the Reserve Fund shall be held in trust for the benefit of the Holders of the Class A-__ Certificates until withdrawn in accordance with this Section 12.07(j) and Section 13.01. For each Distribution Date, the Reserve Withdrawal shall be withdrawn by the Trustee from the amount on deposit in the Reserve Fund and distributed on such Distribution Date to the Holders of the Class A-__ Certificates, pro rata, based on Percentage Interest. Notwithstanding anything herein to the contrary, on the Distribution Date on which the Principal Balance of the Class A-__ Certificates has been reduced to zero, any funds then on deposit in the Reserve Fund shall be distributed to ________, at the address provided by it to the Trustee. The Reserve Fund will be an "outside reserve fund" under the REMIC Provisions that is beneficially owned for federal income tax purposes by ________, which shall report all income, gain, deduction or loss with respect thereto, and will not be an asset of the Upper-Tier REMIC, the Lower-Tier REMIC or the Trust.] (k) For this Section 12.07, the terms "Receipt" and "Received" shall mean actual delivery to the Insurer and the Insurer's Fiscal Agent, if any, prior to 12:00 noon, New York City time, on a Business Day; delivery either on a day that is not a Business Day or after 12:00 noon, New York City time, shall be deemed to be Receipt on the next succeeding Business Day. If any notice or certificate given under the Insurance Policy by the Trustee is not in proper form or is not properly completed, executed or delivered, in any material manner, it shall be deemed not to have been Received. The Insurer or its Fiscal Agent, if any, shall promptly so advise the Trustee and the Trustee may submit an amended notice, and

The Insurance Policy. (a) If, The Trustee acknowledges that the Issuer has purchased the Insurance Policy on its behalf to provide for the third Business Day before any Distribution Date, benefit of the Noteholders limited insurance against a Currency Inconvertibility/Non-Transfer Event and has entered into the Consent Agreement with the Insurer. The Issuer and the Holders hereby authorize and direct the Trustee determines that the amount on deposit in the Certificate Account distributable to Holders of the Insured Certificates pursuant to Sections 13.01(b) and (c), together with any amounts that may be distributable to the Holders of the Insured Certificates from the Reserve Fund on such Distribution Date, will be insufficient to pay the Covered Amount on such Distribution Date, the Trustee shall determine the amount of any such deficiency and shall give Notice to the Insurer and the appropriate Fiscal Agent (as defined in enter into the Insurance Policy), if any, by telephone or telecopy . The Issuer hereby confirms that the Initial Refundable Premium and the Initial Non-Refundable Premium payable in respect of the amount of such deficiency, confirmed in writing to the Insurer, such Notice to be substantially in the form of Exhibit A attached to the Insurance Policy and delivered have been paid by 12:00 noon, New York City time the Issuer on such third Business Dayor prior to the Closing Date. (b) In Upon the event Trustee's receipt from the Trustee receives Issuer of a certified copy Proof of an order of the appropriate court that any scheduled payment of principal or interest on a Insured Certificate has been voided in whole or in part as a preference payment under applicable bankruptcy lawLoss, the Trustee shall (i) promptly notify the Insurer, as appropriatewill promptly, and in no event later than two Business Days following the Fiscal Agent, if any, and (ii) comply with receipt by the provisions Trustee of the Insurance Policy Proof of Loss, forward to obtain payment by the Insurer of such voided scheduled payment. In addition, the Trustee shall mail notice to all Holders of the Insured Certificates so affected that, in the event that any such Holder's scheduled payment is so recovered, such Holder will be entitled to payment pursuant to accordance with the terms of the Insurance Policy, a copy Claim Notice substantially in the form of Exhibit B; provided, however, that the Trustee will not submit any Claim Notice upon receipt by it of a Proof of Loss from the Issuer until the entire Advance Payment has been applied by it pursuant to Section 3.2(f), unless the scheduled interest payment that is the subject of the Proof of Loss would exceed the amount of unapplied Advance Payment, in which shall be made available to such Holders by case the Trustee. The Trustee shall furnish will submit a Claim Notice to the Insurer and the appropriate Fiscal Agent, if any, its records listing the payments on the affected Insured Certificates, if any, that have been made by the Trustee and subsequently recovered from the affected Holder, and the dates on which only for such payments were made by the Trusteedeficiency amount. (c) At The Trustee agrees to give written notice to the time Insurer (with a copy of the execution hereofsuch notice to Xxxxx'x), in each case promptly of, and for in any event within two Business Days after the purposes hereofoccurrence of such event, of (i) any failure by the Trustee shall establish an Eligible Account in the name of the Trustee for the benefit of Holders of the Insured Certificates (the "Policy Payments Account") over which the Trustee shall have exclusive control and sole right of withdrawal. The Trustee shall deposit Issuer to make any amount paid under the Insurance Policy into the Policy Payments Account and distribute such amount only for the purposes of making payments to Holders of the Insured Certificates payment on or in respect of the Insured Payments by Notes required under this Indenture, (ii) any Default or Event of Default, (iii) any redemption or prepayment of the Insurer pursuant to Notes before the Insurance Policy for which the related claim was made under the Policy. Such amounts shall be allocated Stated Maturity Date, and (iv) discovery by the Trustee of an event which it determines may give rise to Holders of Insured Certificates affected by such shortfalls in a loss under the same manner as principal and interest distributions are to be allocated with respect to such Certificates pursuant to Section 13.01. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to make regular payments hereunder with funds withdrawn from the Certificate Account. However, any payments made on the Insured Certificates from funds in the Policy Payments Account shall be noted as provided in subsection (e) below. Funds held in the Policy Payments Account shall not be invested by the TrusteeInsurance Policy. (d) Any funds received from The Insurer has agreed to pay any amounts payable under the Insurance Policy (other than the Advance Payment) directly into the Interest Subaccount. The Trustee shall hold any such amounts in trust in the Interest Subaccount for use in making any required payments of interest due under this Indenture; provided, however, that if, in the time between receipt of such amounts by the Trustee and the Interest Payment Date on which such amounts are to be used (in whole or in part) to pay interest on the Notes, a Subordination Event has occurred and is continuing on such Interest Payment Date, the Trustee shall return such amounts (together with accrued interest thereon) to the Insurer for deposit into the Policy Payments Account pursuant to under the Insurance Policy in respect accordance with the terms of a Distribution Date or otherwise as a result of any claim under such Insurance Policy shall be applied by the Trustee directly to the payment in full (i) of the Insured Deficiency Amount due on such Distribution Date on the Insured Certificates, or (ii) of the Preference Amount to which payments under the Insurance Policy are to be applied. Funds received by the Trustee as a result of any claim under the Insurance Policy shall be used solely for payment of the Holders of the Insured Certificates, respectively, and may not be applied for any other purpose, (including, without limitation, satisfaction of any costsCondition 8 thereof), expenses or liabilities subject to the obligations of the Insurer to repay such amounts to the Trustee or the Trust Fund. Any funds remaining as provided in the Policy Payments Account on the first Business Day after each Distribution Date shall be remitted promptly to the Insurer pursuant to the written instruction of the InsurerInsurance Policy. (e) The Trustee shall keep complete give all notices, make all filings and accurate records in respect take all actions required of (i) all funds remitted to it by the Insurer and deposited into the Policy Payments Account and (ii) the allocation of such funds to (A) payments of interest on and principal in respect of any Insured Certificates, (B) Realized Losses allocated to the Insured Certificates and (C) Non-Supported Interest Shortfalls allocated to the Insured Certificates. The Insurer shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days' prior notice to the Trustee. (f) The Trustee acknowledges, and each Holder of an Insured Certificate by its acceptance of such Insured Certificate agrees, that, without the need for any further action on the part of the Insurer or the Trustee, to the extent the Insurer makes payments, directly or indirectly, on account of principal of or interest on any Insured Certificate, the Insurer will be fully subrogated to the rights of the Holders of such Insured Certificates to receive such principal and interest from the Trust Fund. The Holders of the Insured Certificates, by acceptance of the Insured Certificates, assign their rights as Holders of the Insured Certificates to the extent of the Insurer's interest with respect to amounts paid under the Insurance Policy. Anything herein to the contrary notwithstanding solely for purposes of determining the Insurer's rights as subrogee for payments distributable pursuant to Sections 12.01 and 13.01, any payment with respect to distributions to the Insured Certificates that is made with funds received pursuant to the terms of the Insurance Policy including, without limitation, the filing of a claim with the procedures and subject to the time limitations set forth in the Insurance Policy. In connection with its satisfaction of its obligations hereunder and under the Insurance Policy the Trustee shall not be considered a payment request, under the terms of the Insured Certificates from Indenture and the Trust Fund Consent Agreement, that the Issuer provide all such information and shall not result in take all such actions as are required to ensure the distribution or the provision for the distribution in reduction continued enforceability of the Principal Balance Insurance Policy, and in connection with the submission of any claim thereunder and the Insured Certificates within the meaning satisfaction of Section 12.07any requirement provided therein. (gf) Upon Notwithstanding anything to the occurrence of a Servicing Event of Defaultcontrary set forth in this Indenture, the Trustee shall promptly notify Insurer shall, to the Insurer of such Servicing Event of Default. (h) The Trustee shall promptly notify the Insurer of either of the following as to which a Responsible Officer of the Trustee has actual knowledge: (A) the commencement of extent it makes any proceeding by or against the Issuer commenced under the United States bankruptcy code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an "Insolvency Proceeding") and (B) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a "Preference Claim") of the distribution made payment with respect to the Insured CertificatesNotes under the Insurance Policy (other than the Advance Payment made to the Trustee on the Closing Date for deposit in the Reserve Account), become subrogated to the rights of the recipients of such payments to the extent of such payments. Each Holder of an Insured CertificateSubject to and conditioned upon any such payment with respect to the Notes by the Insurer, each Noteholder shall be deemed, by acceptance of its purchase of an Insured CertificateNote, and without further action, to have directed the Trustee hereby agree that to assign to the Insurer (so long as no default in all rights to the payment of interest with respect to the Notes which are then due for payment to the extent of all payments made by the Insurer under the Insurance Policy exists) may at and 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 other amounts in connection therewith in accordance with Condition 8 of the foregoing, Insurer shall be subrogated to the rights of the Trustee and each Holder of an Insured Certificates in the conduct of any 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 Policy. (ig) The Trustee shall surrender In the event that the loss adjustment expenses incurred by the Insurer in respect of its payment of a claim under the Insurance Policy to are the Insurer for cancellation upon reduction subject of dispute between the Principal Balance of Issuer and the Insured Certificates to zero or replacement of the Insurer pursuant to Section 12.09. (j) The Reserve Fund shall be established on the Startup Day and maintained by the Trustee in accordance with this Section 12.07(j). At the time the Reserve Fund is establishedInsurer, the Issuer shall cause to be deposited into the Reserve Fund pay the amount of $__,000. All funds such expenses in dispute to the Trustee at the same time and in the Reserve Fund same manner in which it would have paid such expenses if they had not been in dispute, and such amount shall be held in trust by the Trustee for the benefit of the Holders Issuer and the Insurer until such time as the dispute is resolved. Upon notification by the Issuer and the Insured of resolution of any dispute, the Trustee shall then apply such loss adjustment expenses pursuant to the terms of the Class A-__ Certificates until withdrawn Insurance Policy but in accordance with this Section 12.07(j) and Section 13.01. For each Distribution Date, the Reserve Withdrawal shall be withdrawn by the Trustee from the amount on deposit in the Reserve Fund and distributed on such Distribution Date to the Holders of the Class A-__ Certificates, pro rata, based on Percentage Interest. Notwithstanding anything herein to the contrary, on the Distribution Date on which the Principal Balance of the Class A-__ Certificates has been reduced to zero, any funds then on deposit in the Reserve Fund shall be distributed to ________, at the address provided by it to the Trustee. The Reserve Fund will be an "outside reserve fund" under the REMIC Provisions that is beneficially owned for federal income tax purposes by ________, which shall report all income, gain, deduction or loss with respect thereto, and will not be an asset of the Upper-Tier REMIC, the Lower-Tier REMIC or the Trust.] (k) For this Section 12.07, the terms "Receipt" and "Received" shall mean actual delivery to the Insurer and the Insurer's Fiscal Agent, if any, prior to 12:00 noon, New York City time, on a Business Day; delivery either on a day that is not a Business Day or after 12:00 noon, New York City time, shall be deemed to be Receipt on the next succeeding Business Day. If any notice or certificate given under the Insurance Policy by the Trustee is not in proper form or is not properly completed, executed or delivered, in any material manner, it shall be deemed not to have been Received. The Insurer or its Fiscal Agent, if any, shall promptly so advise the Trustee and the Trustee may submit an amended notice, andof such resolution.

The Insurance Policy. (a) If, as of 1:00 p.m. New York City time on the third Business Day before prior to any Distribution Payment Date, the Indenture Trustee determines has been notified by the Property Manager that the amount Available Amount, any amounts released from the DSCR Reserve and any P&I Advances to be made by the Property Manager or the Indenture Trustee that is to be distributed on deposit in the Certificate Account distributable to Holders of the Insured Certificates such Payment Date pursuant to Sections 13.01(b) (and (c), together with any amounts that may be distributable subject to the Holders of the Insured Certificates from the Reserve Fund on such Distribution Date, priorities set forth in) Section 2.12(c) will not be insufficient sufficient to pay the Covered Amount Insured Obligations on such Distribution DatePayment Date (a “Deficiency”), which notice the Property Manager is required to provide pursuant to Section 4.01(f) of the Property Management Agreement, the Indenture Trustee shall determine by 1:00 p.m. on the second Business Day immediately prior to such Payment Date make a claim under the Insurance Policy for the amount of any the Deficiency for such deficiency and shall give Notice to the Insurer and the appropriate Fiscal Agent (as defined in the Insurance Policy), if any, by telephone or telecopy of the amount of such deficiency, confirmed in writing to the Insurer, such Notice to be substantially in the form of Exhibit A attached to the Insurance Policy and delivered by 12:00 noon, New York City time on such third Business Day. (b) In the event the Trustee receives a certified copy of an order of the appropriate court that any scheduled payment of principal or interest on a Insured Certificate has been voided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall (i) promptly notify the Insurer, as appropriate, and the Fiscal Agent, if any, and (ii) comply with the provisions of the Insurance Policy to obtain payment by the Insurer of such voided scheduled payment. In addition, the Trustee shall mail notice to all Holders of the Insured Certificates so affected that, in the event that any such Holder's scheduled payment is so recovered, such Holder will be entitled to payment Payment Date pursuant to the terms of the Insurance Policy, a copy of which shall be made available to such Holders by the Trustee. The Trustee shall furnish to the Insurer and the appropriate Fiscal Agent, if any, its records listing the payments on the affected Insured Certificates, if any, that have been made by the Trustee and subsequently recovered from the affected Holder, and the dates on which such payments were made by the Trustee. (ci) At If the time Indenture Trustee has been notified by an Insured Noteholder or, pursuant to Section 4.01(f) of the execution hereofProperty Management Agreement, and for by the purposes hereofProperty Manager that an Avoided Payment exists with respect to any Insured Noteholder, the Indenture Trustee shall establish an Eligible Account shall, after receiving all documents required under the Insurance Policy to be delivered in connection with such Avoided Payment, make a claim under the name Insurance Policy for such Avoided Payment pursuant to the terms of the Insurance Policy. (ii) The Insurer may elect, at its sole option, pursuant to this Indenture, the Insurance Policy and the Insurance Agreement, to make an advance to the Indenture Trustee for the benefit of Holders of the Insured Certificates (the "Policy Payments Account") over which the Trustee shall have exclusive control and sole right Noteholders in lieu of withdrawal. The Trustee shall deposit any amount paid payment under the Insurance Policy into in an amount equal to the Policy Payments Account and distribute such amount only demanded under a notice for the purposes of making payments to Holders of the Insured Certificates payment thereunder, for payment in respect of the Insured Payments by the Insurer pursuant Noteholders, and such advance shall be deemed to be a payment under the Insurance Policy for which such Insured Noteholders for purposes of this Indenture. (iii) To the related claim was made extent the Insurer makes any payments either directly or indirectly, to the Insured Noteholders under the Insurance Policy. Such amounts , the Insurer shall be allocated by subrogated to the Trustee rights of the Insured Noteholders under the Insured Notes and this Indenture, as applicable, to Holders the extent of Insured Certificates affected by such shortfalls payments, and payments to the Insurer in respect of such subrogation shall be made in the same manner as principal and interest distributions are priorities set forth in Section 2.12(c). Notwithstanding any other provision of this Indenture or any of the Notes to be allocated with respect to such Certificates pursuant to Section 13.01. It the contrary, the Insured Noteholders shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used entitled to make regular payments hereunder with funds withdrawn from the Certificate Account. However, any payments made on the Insured Certificates from funds in the Policy Payments Account shall be noted as provided in subsection (e) below. Funds held in the Policy Payments Account shall not be invested by the Trustee. (d) Any funds received from the Insurer for deposit into the Policy Payments Account pursuant to the Insurance Policy in respect of a Distribution Date or otherwise as a result of any claim under such Insurance Policy shall be applied by the Trustee directly to the payment in full (i) of the Insured Deficiency Amount due on such Distribution Date on the Insured Certificates, or (ii) of the Preference Amount to which payments under the Insurance Policy are to be applied. Funds received by the Trustee as a result of any claim under the Insurance Policy shall be used solely for payment or institute proceedings directly against the Insurer. In furtherance and not in limitation of the Holders foregoing rights of subrogation and deemed purchase, each Insured Noteholder, by purchase of its interest in the Insured Certificates, respectivelyNotes, and may not be applied for any other purposethe Indenture Trustee, includingon its behalf and on behalf of each Insured Noteholder, without limitation, satisfaction of any costs, expenses or liabilities of the Trustee or the Trust Fund. Any funds remaining in the Policy Payments Account on the first Business Day after each Distribution Date shall be remitted promptly hereby assigns to the Insurer pursuant to the written instruction of the Insurer. (e) The Trustee shall keep complete and accurate records in respect of (i) all funds remitted to it by the Insurer and deposited into the Policy Payments Account and (ii) the allocation rights of such funds to (A) payments of interest on and principal in Holder with respect of any Insured Certificates, (B) Realized Losses allocated to the Insured Certificates and (C) Non-Supported Interest Shortfalls allocated to the Insured Certificates. The Insurer shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days' prior notice to the Trustee. (f) The Trustee acknowledges, and each Holder of an Insured Certificate by its acceptance of such Insured Certificate agrees, that, without the need for any further action on the part of the Insurer or the Trustee, to the extent the Insurer makes payments, directly or indirectly, on account of principal of or interest on any Insured Certificate, the Insurer will be fully subrogated to the rights of the Holders of such Insured Certificates to receive such principal and interest from the Trust Fund. The Holders of the Insured Certificates, by acceptance of the Insured Certificates, assign their rights as Holders of the Insured Certificates Notes to the extent of the Insurer's interest any payments made with respect to amounts paid thereto by the Insurer (whether under the Insurance PolicyPolicy or otherwise). Anything herein The Indenture Trustee shall give effect to any such subrogation by distributing to the contrary notwithstanding solely for purposes of determining the Insurer's rights , as subrogee of the Insured Noteholders, reimbursement for any payments distributable by the Insurer under the Insurance Policy from available funds received by the Indenture Trustee hereunder pursuant to and in accordance with Sections 12.01 and 13.014.05 or 2.12, as applicable. Notwithstanding anything in this Indenture or the Insured Notes to the contrary, any payment with respect to distributions to the Insured Certificates Obligations that is made with funds received pursuant to the terms of the Insurance Policy or otherwise by the Insurer shall not be considered a payment on the Insured Notes by the Issuer (except that the foregoing shall not cause such amounts to accrue Defaulted Interest), shall not discharge any obligations of the Insured Certificates from the Trust Fund Issuer to make such payment and shall not result in the distribution payment of (or the provision provisions for the distribution in reduction of the Principal Balance of the payment of) any Insured Certificates within the meaning Obligations for purposes of Section 12.073.01. Notwithstanding the foregoing, nothing pursuant to Sections 4.05 or 2.12 shall entitle the Insurer to receive an amount greater than the Accrued Liabilities. (gb) Upon The Indenture Trustee shall, prior to the occurrence Closing Date, establish a trust account that shall be designated as the “Insurance Policy Payment Account,” which shall be held in trust for the benefit of a Servicing Event of Defaultthe Noteholders, over which the Indenture Trustee shall promptly notify have exclusive control and the Insurer sole right of such Servicing Event withdrawal, and in which neither the Issuer nor any other Person shall have any legal or beneficial interest. The Insurance Policy Payment Account may be a sub-account of Default. (h) the Payment Account. The Indenture Trustee shall promptly notify the Insurer of either of the following as to which a Responsible Officer of the Trustee has actual knowledge: (A) the commencement of any proceeding by or against the Issuer commenced under the United States bankruptcy code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an "Insolvency Proceeding") and (B) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a "Preference Claim") of the distribution made with respect to the Insured Certificates. Each Holder of an Insured Certificate, by its purchase of an Insured Certificate, and the Trustee hereby agree that the Insurer (so long as no default in payment by deposit all amounts received from the Insurer under the Insurance Policy exists) may in respect of the Insured Notes in the Insurance Policy Payment Account. Any and all funds at any time during on deposit in, or otherwise to the continuation credit of, the Insurance Policy Payment Account shall not be invested. The only permitted withdrawal from or application of any proceeding relating funds on deposit in, or otherwise to a Preference Claim direct all matters relating the credit of, the Insurance Policy Payment Account shall be 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 make payments of the foregoingInsured Obligations due on the related Payment Date in respect of which such funds are paid, Insurer shall be subrogated to the rights of the Trustee and each Holder of an extent such Insured Certificates Obligations are not paid pursuant to Section 4.05 or Section 2.12. Any funds held in the conduct of Insurance Policy Payment Account after the distributions made pursuant to Section 2.12 on any Preference Claim, including, without limitation, all rights of any party Payment Date shall promptly be remitted to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claimthe Insurer. (ic) The Upon the expiration of the Insurance Policy in accordance with the terms thereof, the Indenture Trustee shall surrender the Insurance Policy to the Insurer for cancellation in accordance with the terms thereof. (d) The Insurer and its successors and assigns shall be a third-party beneficiary to the provisions of this Indenture, and shall be entitled to rely upon reduction and directly enforce such provisions of the Principal Balance of the Insured Certificates to zero or replacement this Indenture so long as no Insurer Default shall have occurred and be continuing. Except as expressly stated otherwise herein, any right of the Insurer pursuant to Section 12.09. (j) The Reserve Fund shall be established on the Startup Day and maintained by the Trustee in accordance with direct, appoint, consent to, approve, or take any action under this Section 12.07(j). At the time the Reserve Fund is established, the Issuer shall cause to be deposited into the Reserve Fund the amount of $__,000. All funds in the Reserve Fund shall be held in trust for the benefit of the Holders of the Class A-__ Certificates until withdrawn in accordance with this Section 12.07(j) and Section 13.01. For each Distribution Date, the Reserve Withdrawal shall be withdrawn by the Trustee from the amount on deposit in the Reserve Fund and distributed on such Distribution Date to the Holders of the Class A-__ Certificates, pro rata, based on Percentage Interest. Notwithstanding anything herein to the contrary, on the Distribution Date on which the Principal Balance of the Class A-__ Certificates has been reduced to zero, any funds then on deposit in the Reserve Fund shall be distributed to ________, at the address provided by it to the Trustee. The Reserve Fund will be an "outside reserve fund" under the REMIC Provisions that is beneficially owned for federal income tax purposes by ________, which shall report all income, gain, deduction or loss with respect thereto, and will not be an asset of the Upper-Tier REMIC, the Lower-Tier REMIC or the Trust.] (k) For this Section 12.07, the terms "Receipt" and "Received" shall mean actual delivery to the Insurer and the Insurer's Fiscal Agent, if any, prior to 12:00 noon, New York City time, on a Business Day; delivery either on a day that is not a Business Day or after 12:00 noon, New York City timeIndenture, shall be deemed to be Receipt on a right exercised by the next succeeding Business DayInsurer in its sole and absolute discretion. If The Insurer may disclaim any notice or certificate given of its rights and powers under this Indenture (but not its duties and obligations under the Insurance Policy by Policy) upon delivery of a written notice to the Trustee is not Indenture Trustee. Nothing in proper form this Indenture, whether express or is not properly completedimplied, executed or delivered, in any material manner, it shall be deemed not construed to have been Received. The Insurer give to any other person (other than the Indenture Trustee) any legal or its Fiscal Agentequitable right, if anyremedy or claim in the Collateral or under or in respect of this Indenture or any covenants, shall promptly so advise the Trustee and the Trustee may submit an amended notice, andconditions or provisions contained herein.

The Insurance Policy. (a) If, on the third Business Day before any Distribution Date, the Trustee determines that the amount on deposit in the Certificate Account distributable to Holders of the Insured Certificates pursuant to Sections Section 13.01(b) and (c), together with any amounts that may be distributable to the Holders of the Insured Certificates from the Reserve Fund on such Distribution Date, will be insufficient to pay the Covered Amount on such Distribution Date, the Trustee shall determine the amount of any such deficiency and shall give Notice to the Insurer and the appropriate Fiscal Agent (as defined in the Insurance Policy), if any, by telephone or telecopy of the amount of such deficiency, confirmed in writing to the Insurer, such Notice to be substantially in the form of Exhibit A attached to the Insurance Policy and delivered by 12:00 noon, New York City time on such third Business Day. (b) In the event the Trustee receives a certified copy of an order of the appropriate court that any scheduled payment of principal or interest on a Insured Certificate has been voided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall (i) promptly notify the Insurer, as appropriate, and the Fiscal Agent, if any, and (ii) comply with the provisions of the Insurance Policy to obtain payment by the Insurer of such voided scheduled payment. In addition, the Trustee shall mail notice to all Holders of the Insured Certificates so affected that, in the event that any such Holder's scheduled payment is so recovered, such Holder will be entitled to payment pursuant to the terms of the Insurance Policy, a copy of which shall be made available to such Holders by the Trustee. The Trustee shall furnish to the Insurer and the appropriate Fiscal Agent, if any, its records listing the payments on the affected Insured Certificates, if any, that have been made by the Trustee and subsequently recovered from the affected Holder, and the dates on which such payments were made by the Trustee. (c) At the time of the execution hereof, and for the purposes hereof, the Trustee shall establish an Eligible Account in the name of the Trustee for the benefit of Holders of the Insured Certificates (the "Policy Payments Account") over which the Trustee shall have exclusive control and sole right of withdrawal. The Trustee shall deposit any amount paid under the Insurance Policy into the Insured Certificates Policy Payments Account and distribute such amount only for the purposes of making payments to Holders of the Insured Certificates in respect of the Insured Payments by the Insurer pursuant to the Insurance Policy for which the related claim was made under the Policy. Such amounts shall be allocated by the Trustee to Holders of Insured Certificates affected by such shortfalls in the same manner as principal and interest distributions are to be allocated with respect to such Certificates CitiCertificates pursuant to Section 13.01. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to make regular payments hereunder with funds withdrawn from the Certificate Account. However, any payments made on the Insured Certificates from funds in the Policy Payments Account shall be noted as provided in subsection (e) below. Funds held in the Policy Payments Account shall not be invested by the Trustee. (d) Any funds received from the Insurer for deposit into the Policy Payments Account pursuant to the Insurance Policy in respect of a Distribution Date or otherwise as a result of any claim under such Insurance Policy shall be applied by the Trustee directly to the payment in full (i) of the Insured Deficiency Amount due on such Distribution Date on the Insured Certificates, or (ii) of the Preference Amount to which payments under the Insurance Policy are to be applied. Funds received by the Trustee as a result of any claim under the Insurance Policy shall be used solely for payment of the Holders of the Insured Certificates, respectively, and may not be applied for any other purpose, including, without limitation, satisfaction of any costs, expenses or liabilities of the Trustee or the Trust Fund. Any funds remaining in the Policy Payments Account on the first Business Day after each Distribution Date shall be remitted promptly to the Insurer pursuant to the written instruction of the Insurer. (e) The Trustee shall keep complete and accurate records in respect of (i) all funds remitted to it by the Insurer and deposited into the Policy Payments Account and (ii) the allocation of such funds to (A) payments of interest on and principal in respect of any Insured Certificates, (B) Realized Losses allocated to the Insured Certificates and (C) Non-Supported Interest Shortfalls allocated to the Insured Certificates. The Insurer shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days' prior notice to the Trustee. (f) The Trustee acknowledges, and each Holder of an Insured Certificate by its acceptance of such Insured Certificate agrees, that, without the need for any further action on the part of the Insurer or the Trustee, to the extent the Insurer makes payments, directly or indirectly, on account of principal of or interest on any Insured Certificate, the Insurer will be fully subrogated to the rights of the Holders of such Insured Certificates to receive such principal and interest from the Trust Fund. The Holders of the Insured Certificates, by acceptance of the Insured Certificates, assign their rights as Holders of the Insured Certificates to the extent of the Insurer's interest with respect to amounts paid under the Insurance Policy. Anything herein to the contrary notwithstanding solely for purposes of determining the Insurer's rights as subrogee for payments distributable pursuant to Sections 12.01 and 13.01, any payment with respect to distributions to the Insured Certificates that is made with funds received pursuant to the terms of the Insurance Policy shall not be considered a payment of the Insured Certificates from the Trust Fund and shall not result in the distribution or the provision for the distribution in reduction of the Principal Balance Stated Amount of the Insured Certificates within the meaning of Section 12.07. (g) Upon its becoming aware of the occurrence of a Servicing an Event of Default, the Trustee shall promptly notify the Insurer of such Servicing Event of Default. (h) The Trustee shall promptly notify the Insurer of either of the following as to which a Responsible Officer of the Trustee it has actual knowledge: (A) the commencement of any proceeding by or against the Issuer commenced under the United States bankruptcy code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an "Insolvency Proceeding") and (B) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a "Preference Claim") of the distribution made with respect to the Insured Certificates. Each Holder of an Insured Certificate, by its purchase of an Insured Certificate, and the Trustee hereby agree that the Insurer (so long as no default in payment by the Insurer under the Insurance Policy exists) 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, Insurer shall be subrogated to the rights of the Trustee and each Holder of an Insured Certificates in the conduct of any 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. (i) The Trustee shall surrender the Insurance Policy to the Insurer for cancellation upon reduction of the Principal Balance Stated Amount of the Insured Certificates to zero or replacement of the Insurer pursuant to Section 12.09. (j) The Reserve Fund shall be established on the Startup Day and maintained by the Trustee in accordance with With respect to this Section 12.07(j). At the time the Reserve Fund is established, the Issuer shall cause to be deposited into the Reserve Fund the amount of $__12.08,000. All funds in the Reserve Fund shall be held in trust for the benefit of the Holders of the Class A-__ Certificates until withdrawn in accordance with this Section 12.07(j) and Section 13.01. For each Distribution Date, the Reserve Withdrawal shall be withdrawn by the Trustee from the amount on deposit in the Reserve Fund and distributed on such Distribution Date to the Holders of the Class A-__ Certificates, pro rata, based on Percentage Interest. Notwithstanding anything herein to the contrary, on the Distribution Date on which the Principal Balance of the Class A-__ Certificates has been reduced to zero, any funds then on deposit in the Reserve Fund shall be distributed to ________, at the address provided by it to the Trustee. The Reserve Fund will be an "outside reserve fund" under the REMIC Provisions that is beneficially owned for federal income tax purposes by ________, which shall report all income, gain, deduction or loss with respect thereto, and will not be an asset of the Upper-Tier REMIC, the Lower-Tier REMIC or the Trust.] (ki) For this Section 12.07, the terms "Receipt" and "Received" shall mean actual delivery to the Insurer and the Insurer's Fiscal Agent, if any, prior to 12:00 noon, New York City time, on a Business Day; delivery either on a day that is not a Business Day or after 12:00 noon, New York City time, shall be deemed to be Receipt on the next succeeding Business Day. If any notice or certificate given under the Insurance Policy by the Trustee is not in proper form or is not properly completed, executed or delivered, in any material manner, it shall be deemed not to have been Received. The Insurer or its Fiscal Agent, if any, shall promptly so advise the Trustee and the Trustee may submit an amended notice, and