Common use of The Note Insurance Policy Clause in Contracts

The Note Insurance Policy. (a) On the Business Day prior to each Payment Date the Indenture Trustee shall determine with respect to the immediately following Payment Date, the amount on deposit in the Note Account on such Payment Date and available to be distributed to the Owners on such Payment Date (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 included in such amount plus (B) any amount of Total Monthly Excess Cashflow to be applied on such Payment Date. The amount described in clause (A) of the preceding sentence with respect to each Payment Date is the "Available Funds"; the sum of the amounts described in clauses (A) and (B) of the preceding sentence with respect to each Payment Date is the "Total Available Funds." (b) If (i) the Current Interest for any Payment Date exceeds the Total Available Funds for such Payment Date after deducting amounts payable therefrom, if any, for the Premium Amount and the Indenture Trustee Fee due on such Payment Date and/or (ii) a Subordination Deficit exists for such Payment Date (any such event being a "Total Available Funds Shortfall"), the Indenture Trustee shall complete a Notice in the form of Exhibit A to the Note Insurance Policy and submit such notice to the Note 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 Total Available Funds Shortfall. (c) The Note Insurer shall forward to the Indenture Trustee Insured Payments at such time and in the manner specified in the Note Insurance Policy. Upon receipt of Insured Payments from the Note Insurer on behalf of Owners, the Indenture Trustee shall deposit such Insured Payments in the Note Account and shall distribute such Insured Payments, or the proceeds thereof, in accordance with Section 3.5(b)(iv) to the Owners of the Notes. (d) The Indenture Trustee shall (i) receive Insured Payments as attorney-in-fact of each Owner of the Notes receiving any Insured Payment from the Note Insurer and (ii) disburse such Insured Payment to the Owners of Notes as set forth in Section 3.5(b)(iv). Insured Payments disbursed by the Indenture Trustee from proceeds of the Note Insurance Policy shall not be considered payment by the Trust nor shall such payments discharge the obligation of the Trust with respect to the Notes, and the Note Insurer shall be entitled to receive the Reimbursement Amount pursuant to Sections 3.5(b)(ii)(B) hereof. Each Owner of Notes by its acceptance thereof recognizes that to the extent the Note Insurer makes Insured Payments, either directly or indirectly (as by paying through the Indenture Trustee), to the Owners of such Notes the Note Insurer will be entitled to receive the Reimbursement Amount pursuant to Section 3.5(b)(ii)(B) hereof. (e) On (i) the Final Payment Date, and (ii) the first Payment Date following an acceleration of the Notes, the Indenture Trustee shall make a claim against the Note Insurance Policy in an amount sufficient after the application of Total Available Funds for such Payment Date to reduce the Note Principal Balance to zero and to pay any accrued interest on the Notes.

The Note Insurance Policy. (a) On each Determination Date, the Business Day prior to each Payment Date the Indenture Trustee Servicer shall determine with respect to the immediately following Payment Date, the amount amounts to be on deposit in the Note Collection Account on such Payment Date and available to be distributed with respect to the Owners on such Payment Date (disregarding the sum of (x) the amount of any Insured Payments and (y) the amount of any expected investment earnings) immediately preceding Collection Period and equal to the sum total of (A) Available Funds with respect to such amount excluding the amount of any Total Monthly Excess Cashflow included in such amount plus Collection Period minus (B) any amount of Total Monthly Excess Cashflow to be applied on such Payment Date. The amount described in clause the Trust Operating Expenses (A) of the preceding sentence with respect to each Payment Date is the "Available FundsDistribution Amount"; ) and shall inform the sum Indenture Trustee in writing no later than 10:00 a.m., New York City time, on such Determination Date of the amounts described in clauses (A) and (B) results of the preceding sentence with respect to each Payment Date is the "Total Available Fundssuch determination." (b) If (i) the Current Interest Class A Insured Distribution Amount for any Payment Date exceeds the Total Available Funds for such Payment Date after deducting amounts payable therefrom, if any, for the Premium Distribution Amount and the Indenture Trustee Fee due on such Payment Date and/or (ii) a Subordination Deficit exists for such Payment Date (any such event being a an "Total Available Funds Shortfall"), the Indenture Trustee shall complete a Notice in the form of Exhibit A to the Note Insurance Policy and submit such notice to the Note Insurer via facsimile transmission no later than 12:00 noon New York City time on the second Business Day preceding such Payment Date as a claim for an Insured Payment in an amount equal to such Total Available Funds Shortfall. (c) The Note Insurer shall forward to the Indenture Trustee Insured Payments at such time and in the manner specified in the Note Insurance Policy. Upon receipt of Insured Payments from the Note Insurer on behalf of OwnersInsurer, the Indenture Trustee shall immediately deposit such Insured Payments in the Note Collection Account and shall distribute such Insured Payments, or the proceeds thereof, in accordance with Section 3.5(b)(iv) 3.05 hereof to the Owners Class A Noteholders exclusively. The parties hereto recognize that the making of an Insured Payment does not relieve any of the Notesparties hereto of any obligation hereunder or under any of the Transaction Documents. (d) The Indenture Trustee shall (ix) receive Insured Payments as attorney-in-fact of each Owner of the Notes receiving any Insured Payment from the Note Insurer Class A Noteholders and (iiy) disburse such Insured Payment to the Owners of Notes Class A Noteholders as set forth in Section 3.5(b)(iv)3.05 hereof. Insured Payments disbursed by the Indenture Trustee from proceeds of the Note Insurance Policy shall not be considered payment by the Trust nor shall such payments discharge the obligation of the Trust with respect to the Notes, and the The Note Insurer shall be entitled to receive the related Reimbursement Amount pursuant to Sections 3.5(b)(ii)(B3.05(b)(xii) hereofhereof with respect to each Insured Payment made by the Note Insurer. Each Owner The Indenture Trustee hereby agrees on behalf of Notes by its acceptance thereof each Class A Noteholder and the Trust for the benefit of the Note Insurer that it recognizes that to the extent the Note Insurer makes Insured Payments, either directly or indirectly (as by paying through the Indenture Trustee), to the Owners of such Notes Class A Noteholders, the Note Insurer will be entitled to receive the related Reimbursement Amount pursuant to Section 3.5(b)(ii)(BSections 3.05(b)(xii) hereof. (e) On The Class A Notes will be insured by the Note Insurance Policy pursuant to the terms set forth therein, notwithstanding any provisions to the contrary contained in this Indenture. All amounts received under the Note Insurance Policy shall be used solely for the payment to Class A Noteholders of principal at maturity and interest on the Class A Notes. (if) If a Responsible Officer of the Final Indenture Trustee at any time has actual knowledge that there will not be sufficient moneys in the Collection Account to make all required payments of principal and interest to the Class A Noteholders on the applicable Payment Date, and (ii) the first Payment Date following an acceleration of the Notes, the Indenture Trustee shall make immediately notify the Note Insurer or its designee by telephone, promptly confirmed in writing by overnight mail or facsimile transmission, of the amount of such deficiency. In addition, if a claim against Responsible Officer of the Indenture Trustee has actual notice that any of the Class A Noteholders have been required to disgorge payments of principal or interest on the Class A Note pursuant to a final judgment by a court of competent jurisdiction that such payment constitutes a voidable preference to such Holders within the meaning of any applicable bankruptcy laws, then the Indenture Trustee shall notify the Note Insurer or its designees of such fact by telephone, promptly confirmed in writing by overnight mail or facsimile transmission. Such notice shall be in addition to the procedures set forth in the Note Insurance Policy in an amount sufficient after the application of Total Available Funds for such Payment Date to reduce making a claim under the Note Principal Balance Insurance Policy. (g) The parties hereto recognize that, to zero and to pay any accrued the extent that the Note Insurer makes payments, directly or indirectly, on account of principal of or interest on the Class A Notes, the Note Insurer shall be subrogated to the rights of the Holders of the Class A Notes to receive distributions of principal and interest in accordance with the terms hereof. (h) The parties hereto grant to the Note Insurer the right of prior approval of amendments or supplements to the Transaction Documents and of the exercise of any option, vote, right, power or the like available to the Class A Noteholders hereunder.

The Note Insurance Policy. (a) On the Business Day prior to each Payment Date the Indenture Trustee shall determine with respect to the immediately following Payment Date, the amount on deposit in the Note Account on such Payment Date and available to be distributed to the Owners on such Payment Date (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 included in such amount plus (B) any amount of Total Monthly Excess Cashflow to be applied on such Payment Date. The amount described in clause (A) of the preceding sentence with respect to each Payment Date is the "Available Funds"; the sum of the amounts described in clauses (A) and (B) of the preceding sentence with respect to each Payment Date is the "Total Available Funds." (b) If (i) the Current Interest for any Payment Date exceeds the Total Available Funds for such Payment Date after deducting amounts payable therefrom, if any, for the Premium Amount and the Indenture Trustee Fee due on such Payment Date and/or (ii) a Subordination Deficit exists for such Payment Date (any such event being a "Total Available Funds Shortfall"), the Indenture Trustee shall complete a Notice in the form of Exhibit A to the Note Insurance Policy and submit such notice to the Note 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 Total Available Funds Shortfall. (c) The Note Insurer shall forward to the Indenture Trustee Insured Payments at such time and in the manner specified in the Note Insurance Policy. Upon receipt of Insured Payments from the Note Insurer on behalf of Owners, the Indenture Trustee shall deposit such Insured Payments in the Note Account and shall distribute such Insured Payments, or the proceeds thereof, in accordance with Section 3.5(b)(iv) to the Owners of the Notes. (d) The Indenture Trustee shall (i) receive Insured Payments as attorney-in-fact of each Owner of the Notes receiving any Insured Payment from the Note Insurer and (ii) disburse such Insured Payment to the Owners of Notes as set forth in Section 3.5(b)(iv). Insured Payments disbursed by the Indenture Trustee from proceeds of the Note Insurance Policy shall not be considered payment by the Trust nor shall such payments discharge the obligation of the Trust with respect to the Notes, and the Note Insurer shall be entitled to receive the related Reimbursement Amount pursuant to Sections 3.5(b)(ii)(B3.5(b)(ii)(C) hereof. Each Owner of Notes by its acceptance thereof recognizes that to the extent the Note Insurer makes Insured Payments, either directly or indirectly (as by paying through the Indenture Trustee), to the Owners of such Notes the Note Insurer will be entitled to receive the related Reimbursement Amount pursuant to Section 3.5(b)(ii)(B3.5(b)(ii)(C) hereof. (e) On (i) the Final Payment Date, and (ii) the first Payment Date following an acceleration of the Notes, the Indenture Trustee shall make a claim against the Note Insurance Policy in an amount sufficient after the application of Total Available Funds for such Payment Date to reduce the Note Principal Balance to zero and to pay any accrued interest on the Notes.

The Note Insurance Policy. (a) On If, on the third Business Day prior to each Payment Date before any Distribution Date, the Indenture Trustee determines that a Deficiency Amount exists for such Distribution Date, the Indenture Trustee shall determine with respect to the immediately following Payment Date, the amount on deposit in the Note Account on such Payment Date and available to be distributed to the Owners on such Payment Date (disregarding the sum of (x) the amount of any such Insured Payments Payment and (y) the amount of any expected investment earnings) and equal shall give notice to the sum of (A) such amount excluding the amount of any Total Monthly Excess Cashflow included in such amount plus (B) any amount of Total Monthly Excess Cashflow to be applied on such Payment Date. The amount described in clause (A) of the preceding sentence with respect to each Payment Date is the "Available Funds"; the sum of the amounts described in clauses (A) and (B) of the preceding sentence with respect to each Payment Date is the "Total Available Funds." (b) If (i) the Current Interest for any Payment Date exceeds the Total Available Funds for such Payment Date after deducting amounts payable therefrom, if any, for the Premium Amount and the Indenture Trustee Fee due on such Payment Date and/or (ii) Note Insurer by completing a Subordination Deficit exists for such Payment Date (any such event being a "Total Available Funds Shortfall"), the Indenture Trustee shall complete a Notice notice in the form of Exhibit A to the Note Insurance Policy and submit submitting such notice to the Note Insurer no later than by 12:00 noon New York City time on the such third Business Day preceding such Payment Date as a claim for an Insured Payment Payment. The Indenture Trustee's responsibility for delivering a notice to the Note Insurer, as provided in the preceding sentence, is limited to the availability, timeliness and accuracy of the information provided by the Servicer. (b) In the event that the Indenture Trustee receives a certified copy of an amount equal order of the appropriate court that any scheduled payment of principal or interest on an Insured note has been voided in whole or in part as a preference payment under applicable bankruptcy law, the Indenture Trustee shall (i) promptly notify the Note Insurer, as appropriate, and the Fiscal Agent, if any, and (ii) comply with the provisions of the Note Insurance Policy to obtain payment by the Note Insurer of such voided payment. In addition, the Indenture Trustee shall mail notice to all Insured Noteholders so affected that, in the event that any such Securityholder's payment is so recovered, such Securityholder will be entitled to payment pursuant to the terms of the Note Insurance Policy, a copy of which shall be made available to such Total Available Funds ShortfallHolders by the Indenture Trustee. The Indenture Trustee shall furnish to the Note Insurer and the appropriate Fiscal Agent, if any, its records listing the payments on the affected Insured Notes, if any, that have been made by the Indenture Trustee and subsequently recovered from the affected Securityholders, and the dates on which such payments were made by the Indenture Trustee. (c) The Indenture Trustee shall establish a separate Eligible Account for the benefit of Insured Noteholders and the Note Insurer shall forward referred to herein as the "Note Insurance Payment Account" over which the Indenture Trustee Insured Payments at such time shall have exclusive control and in sole right of withdrawal. The Indenture Trustee shall deposit upon receipt any amount paid under the manner specified Note Insurance Policy in the Note Insurance Policy. Upon receipt Payment Account and distribute such amount only for purposes of payment to Insured Payments from Noteholders of the Note Insurer on behalf Insured Payment and such amount may not be applied to satisfy any costs, expenses or liabilities of Ownersthe Servicer, the Indenture Trustee shall deposit such Insured Payments in or the Trust Estate. Amounts paid under the Note Insurance Policy, to the extent needed to pay the Insured Payment shall be transferred by the Indenture Trustee from the Note Insurance Payment Account to the Note Distribution Account on the related Distribution Date and shall distribute such disbursed by the Indenture Trustee to Insured Payments, or the proceeds thereof, Noteholders in accordance with Section 3.5(b)(iv6.05. It shall not be necessary for payments made under the Note Insurance Policy to be made by checks or wire transfers separate from other amounts distributed pursuant to Section 6.05. However, the amount of any payment of principal or of interest on the Notes to be paid from funds transferred from the Note Insurance Payment Account shall be noted as provided in paragraph (d) below. Funds held in the Note Insurance Payment Account shall not be invested. Any funds remaining in the Note Insurance Payment Account on the first Business Day following a Distribution Date shall be returned to the Owners Note Insurer pursuant to the written instructions of the NotesNote Insurer by the end of such Business Day. (d) The Indenture Trustee Remittance Report shall indicate the amount of interest and principal paid in respect of the Insured Notes from moneys received under the Note Insurance Policy. The Indenture Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Insured Note from moneys received under the Note Insurance Policy. The Note Insurer shall have the right to inspect such records at reasonable times during normal business hours upon one Business Day's prior notice to the Indenture Trustee. (e) The Indenture Trustee shall promptly notify the Note Insurer of any proceeding or the institution of any action, of which a Responsible Officer of the Indenture Trustee has actual knowledge, seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership or similar law (a "Preference Claim") of any distribution made with respect to the Insured Notes. Each Securityholder, by its acceptance of a Security, the Servicer and the Indenture Trustee agree that, the Note Insurer (so long as no Note Insurer Default 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) receive Insured Payments as attorney-in-fact the direction of each Owner any appeal of the Notes receiving any Insured Payment from the Note Insurer order relating to such Preference Claim and (ii) disburse the posting of any surety, supersedeas or performance bond pending any such Insured Payment to appeal. In addition and without limitation of the Owners of Notes as set forth in Section 3.5(b)(iv). Insured Payments disbursed by foregoing, the Note Insurer shall be subrogated to, and each Securityholder, the Servicer and the Indenture Trustee from proceeds hereby delegate and assign to the Note Insurer, to the fullest extent permitted by law, the rights of the Servicer, the Indenture Trustee and each Securityholder in the conduct of any such Preference Claim, including, without limitation, all rights of any party to any adversary proceeding or action with respect to any court order issued in connection with any such Preference Claim. (f) Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on any of the Insured Notes which is made with moneys received pursuant to the terms of the Note Insurance Policy shall not be considered payment by of such Securities from the Trust nor Estate and shall such payments discharge not result in the obligation payment of or the provision for the payment of the Trust with respect to the Notes, and the Note Insurer shall be entitled to receive the Reimbursement Amount pursuant to Sections 3.5(b)(ii)(B) hereof. Each Owner principal of Notes by its acceptance thereof recognizes that to the extent the Note Insurer makes Insured Payments, either directly or indirectly (as by paying through the Indenture Trustee), to the Owners of such Notes the Note Insurer will be entitled to receive the Reimbursement Amount pursuant to Section 3.5(b)(ii)(B) hereof. (e) On (i) the Final Payment Date, and (ii) the first Payment Date following an acceleration of the Notes, the Indenture Trustee shall make a claim against the Note Insurance Policy in an amount sufficient after the application of Total Available Funds for such Payment Date to reduce the Note Principal Balance to zero and to pay any accrued interest on such Securities within the Notes.meaning of Section

The Note Insurance Policy. (a) On each Determination Date, the Business Day prior to each Payment Date the Indenture Trustee Servicer shall determine with respect to the immediately following Payment Date, the amount amounts to be on deposit in the Note Collection Account on such Payment Determination Date and available to be distributed with respect to the Owners on such Payment Date (disregarding immediately preceding Collection Period and equal to the sum total of (x) the amount of any Insured Payments and Available Funds with respect to such Collection Period, minus (y) the amount of any expected investment earnings) and equal to the sum of Trust Operating Expenses (A) such amount excluding the amount of any Total Monthly Excess Cashflow included in such amount plus (B) any amount of Total Monthly Excess Cashflow to be applied on such Payment Date. The amount described in clause (A) of the preceding sentence with respect to each Payment Date is the "Available FundsDistribution Amount"; ), and shall inform the sum Indenture Trustee in writing no later than 10:00 a.m., New York City time, on such Determination Date of the amounts described in clauses (A) and (B) results of the preceding sentence with respect to each Payment Date is the "Total Available Fundssuch determination." (b) If (i) the Current Interest Class A Insured Distribution Amount for any Payment Date exceeds the Total Available Funds for such Payment Date after deducting amounts payable therefrom, if any, for the Premium Distribution Amount and the Indenture Trustee Fee due on such Payment Date and/or (ii) a Subordination Deficit exists for such Payment Date (any such event being a an "Total Available Funds Shortfall"), the Indenture Trustee shall complete a Notice in the form of Exhibit A to the Note Insurance Policy and submit such notice to the Note Insurer via facsimile transmission no later than 12:00 noon New York City time on the second Business Day preceding such Payment Date as a claim for an Insured Payment in an amount equal to such Total Available Funds Shortfall. (c) The Note Insurer shall forward to the Indenture Trustee Insured Payments at such time and in the manner specified in the Note Insurance Policy. Upon receipt of Insured Payments from the Note Insurer on behalf of OwnersInsurer, the Indenture Trustee shall immediately deposit such Insured Payments in the Note Collection Account pursuant to Section 3.01(a)(ii)(F) and shall distribute such Insured Payments, or the proceeds thereof, in accordance with Section 3.5(b)(iv) 3.04 hereof to the Owners Class A Noteholders exclusively. The parties hereto recognize that the making of an Insured Payment does not relieve any of the Notesparties hereto of any obligation hereunder or under any of the Transaction Documents. (d) The Indenture Trustee shall (ix) receive Insured Payments as attorney-in-fact of each Owner of the Notes receiving any Insured Payment from the Note Insurer Class A Noteholders and (iiy) disburse such Insured Payment to the Owners of Notes Class A Noteholders as set forth in Section 3.5(b)(iv)3.04 hereof. Insured Payments disbursed by the Indenture Trustee from proceeds of the Note Insurance Policy shall not be considered payment by the Trust nor shall such payments discharge the obligation of the Trust with respect to the Notes, and the The Note Insurer shall be entitled to receive the related Reimbursement Amount pursuant to Sections 3.5(b)(ii)(B3.04(b)(xi) hereofhereof with respect to each Insured Payment made by the Note Insurer. Each Owner The Trust hereby agrees for the benefit of Notes the Note Insurer (and each Noteholder, by acceptance of its acceptance thereof recognizes Notes, will be deemed to have agreed) that to the extent the Note Insurer makes Insured Payments, either directly or indirectly (as by paying through the Indenture Trustee), to the Owners of such Notes Class A Noteholders, the Note Insurer will be entitled to receive the related Reimbursement Amount pursuant to Section 3.5(b)(ii)(BSections 3.04(b)(xi) hereof. (e) On The Class A Notes will be insured by the Note Insurance Policy pursuant to the terms set forth therein, notwithstanding any provisions to the contrary contained in this Indenture. All amounts received under the Note Insurance Policy shall be used solely for the payment when due to the Class A Noteholders of the Insured Payment. (f) If a Responsible Officer of the Indenture Trustee at any time has actual knowledge that there will not be sufficient moneys in the Collection Account to make required payments of principal and interest on the Pledged Notes in an amount necessary to subsequently make all required payments of principal and interest to the Class A Noteholders on the applicable Payment Date, the Indenture Trustee shall immediately notify the Note Insurer or its designee by telephone, promptly confirmed in writing by overnight mail or facsimile transmission, of the amount of such deficiency. In addition, if a Responsible Officer of the Indenture Trustee has actual notice that any of the Class A Noteholders have been required to disgorge payments of principal or interest on the Class A Notes pursuant to a final judgment by a court of competent jurisdiction that such payment constitutes a voidable preference to such Holders within the meaning of any applicable bankruptcy laws, then the Indenture Trustee shall notify the Note Insurer or its designee of such fact by telephone, promptly confirmed in writing by overnight mail or facsimile transmission. Such notice shall be in addition to the procedures set forth in the Note Insurance Policy for making a claim under the Note Insurance Policy. (g) Anything herein to the contrary notwithstanding, any payment with respect to the principal of or interest on the Class A Notes which is made with moneys received pursuant to the terms of the Note Insurance Policy shall not be considered payment by the Issuer of the Class A Notes, shall not discharge the Issuer in respect of its obligation to make such payment and shall not result in the payment of or the provision for the payment of the principal of or interest on the Class A Notes within the meaning of Section 9.01 hereof. The Issuer and the Indenture Trustee acknowledge that, without the need for any further action on the part of the Note Insurer, the Issuer, the Indenture Trustee or the Note Registrar (i) to the Final Payment Dateextent the Note Insurer makes payments, directly or indirectly, on account of principal of or interest on the Class A Notes to the Holders of such Class A Notes, the Note Insurer will be fully subrogated to the rights of such Holders to receive such principal and interest from the Issuer, and (ii) the first Payment Date following an acceleration Note Insurer shall be paid such principal and interest in its capacity as a Holder of the Class A Notes, but only from the sources and in the manner provided herein for the payment of such principal and interest in each case only after the Holders of the Class A Notes have received payment of all scheduled payments of principal and interest due thereon. (h) Without limiting the provisions of Article VIII here of or the rights or interests of the Holders as otherwise set forth herein, so long as no Note Insurer Default exists, the Indenture Trustee shall make a claim against cooperate in all respects with any reasonable request by the Note Insurance Policy in an amount sufficient after the application of Total Available Funds Insurer for such Payment Date action to reduce preserve or enforce the Note Principal Balance Insurer's rights or interests under this Indenture, including, without limitation, upon occurrence and continuance of an Event of Default, a request to zero and to pay take any accrued interest one or more of the following actions: (i) institute proceedings for the collection of all amounts then payable on the Class A Notes, or under this Indenture in respect of the Class A Notes, enforce any judgment obtained and collect from the Issuer moneys adjudged due; (ii) institute proceedings from time to time for the complete or partial foreclosure of this Indenture; and (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Note Insurer hereunder. (i) The parties hereto grant to the Note Insurer, as long as no Note Insurer Default is continuing, the right of prior approval of amendments or supplements to the Transaction Documents and of the exercise of any option, vote, right, power or the like available to the Class A Noteholders hereunder.

The Note Insurance Policy. (a) On the Business Day prior to each Payment Date Date, the Indenture Trustee shall determine with respect to the immediately following Payment Date, the amount on deposit in the Note Account on such Payment Date and available to be distributed to the Owners on such Payment Date (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 included in such amount plus (B) any amount of Total Monthly Excess Cashflow to be applied on such Payment Date. The amount described in clause (A) of the preceding sentence with respect to each Payment Date is the "Available the"Available Funds"; the sum of the amounts described in clauses (A) and (B) of the preceding sentence with respect to each Payment Date is the "Total the"Total Available Funds." (b) If (i) the Current Interest for any Payment Date exceeds the Total Available Funds for such Payment Date after deducting amounts payable therefrom, if any, for the Premium Amount and the Indenture Trustee Fee due on such Payment Date and/or (ii) a Subordination Deficit exists for such Payment Date (any such event being a "Total a"Total Available Funds Shortfall"), the Indenture Trustee shall complete a Notice in the form of Exhibit A to the Note Insurance Policy and submit such notice to the Note 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 Total Available Funds Shortfall. (c) The Note Insurer shall forward to the Indenture Trustee Insured Payments at such time and in the manner specified in the Note Insurance Policy. Upon receipt of Insured Payments from the Note Insurer on behalf of Owners, the Indenture Trustee shall deposit such Insured Payments in the Note Account and shall distribute such Insured Payments, or the proceeds thereof, in accordance with Section 3.5(b)(iv) to the Owners of the Notes. (d) The Indenture Trustee shall (i) receive Insured Payments as attorney-in-fact of each Owner of the Notes receiving any Insured Payment from the Note Insurer and (ii) disburse such Insured Payment to the Owners of Notes as set forth in Section 3.5(b)(iv). Insured Payments disbursed by the Indenture Trustee from proceeds of the Note Insurance Policy shall not be considered payment by the Trust nor shall such payments discharge the obligation of the Trust with respect to the Notes, and the Note Insurer shall be entitled to receive the Reimbursement Amount pursuant to Sections 3.5(b)(ii)(B) hereof. Each Owner of Notes by its acceptance thereof recognizes that to the extent the Note Insurer makes Insured Payments, either directly or indirectly (as by paying through the Indenture Trustee), to the Owners of such Notes the Note Insurer will be entitled to receive the Reimbursement Amount pursuant to Section 3.5(b)(ii)(B) hereof. (e) On (i) the Final Payment Date, Date and (ii) the first Payment Date following an acceleration of the Notes, if any, the Indenture Trustee shall make a claim against the Note Insurance Policy in an amount sufficient after the application of Total Available Funds for such Payment Date to reduce the Note Principal Balance to zero and to pay any accrued interest on the Notes.