Common use of Preference Claims Clause in Contracts

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

Preference Claims. (a) In the event that the Trust Collateral Agent Trustee has received a certified copy of an order of the appropriate court that any Scheduled Payment (as defined amount previously distributed to a Noteholder in the Note Policy) paid on a respect of any Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Collateral Agent Trustee shall so notify the Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Insurer of such avoided payment, and shall, at the time it provides notice to the Insurer, notify Holders of the Notes by mail that, in the event that any Noteholder's payment is so recoverable, such Noteholder will be entitled to payment pursuant to the terms of the Note Policy. The Trust Collateral Agent Trustee shall furnish to the Insurer its records evidencing the payments of principal of and interest on the Notes, if any, which have been made by the Trust Collateral Agent Trustee and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Note Policy, the Insurer will make such payment on behalf of the Noteholder to the receiver, conservator, debtor-in-possession receiver or trustee in bankruptcy named in the Order (as defined in final order of the Note Policy) court exercising jurisdiction on behalf of the Noteholder and not to the Trust Collateral Agent or any Noteholder directly (unless a Noteholder has previously paid returned principal or interest on the Notes to such payment to the receiver, conservator, debtor-in-possession receiver or trustee in bankruptcy, in which case the Insurer will make such payment to the Trust Collateral Agent Trustee for distribution payment to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) The Trust Collateral Agent Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Note Preference Claim") of any distribution payment made with respect to the Notes. Each Holder, by its purchase of Notes, and the Trust Collateral Agent Trustee hereby agree agrees that so long as an Insurer Default shall not have occurred and be continuing, the Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedes as supersedeas or performance bond pending any such appeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance Agreementappeal. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c4.01(d), the Insurer shall be subrogated to, and each Noteholder and the Trust Collateral Agent Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the trustee Trustee and each Noteholder in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.

Preference Claims. (a) In the event that the Trust Collateral Agent Trustee has received a certified copy of an order of the appropriate court that any Scheduled Payment (as defined in the Note Policy) Interest Distributable Amount or Note Principal Distributable Amount paid on a Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Collateral Agent Trustee shall so notify the Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Insurer of such avoided payment, and shall, at the time it provides notice to the Insurer, notify Holders of the Notes by mail that, in the event that any Noteholder's payment is so recoverable, such Noteholder will be entitled to payment pursuant to the terms of the Note Policy. The Trust Collateral Agent Trustee shall furnish to the Insurer its records evidencing the payments of principal of and interest on Notes, if any, which have been made by the Trust Collateral Agent Trustee and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Note Policy, the Insurer will make such payment on behalf of the Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order (as such term is defined in the Note Policy) and not to the Trust Collateral Agent Trustee or any Noteholder directly (unless a Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Trust Collateral Agent Trustee for distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) The Trust Collateral Agent To the extent that a Responsible Officer of the Trustee has actual knowledge thereof, the Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Note Preference Claim") of any distribution made with respect to the Notes. Each Holder, by its purchase of Notes, and the Trust Collateral Agent Trustee hereby agree that so long as an Insurer Default shall not have occurred and be continuing, the Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedes as supersedeas or performance bond pending any such appeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c5.18(c), the Insurer shall be subrogated to, and each Noteholder and the Trust Collateral Agent Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the trustee Trustee and each Noteholder in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.. In addition, for so long as the Insurer guarantees amounts owing under the RIC and has not defaulted in the making of any payment required to be made by it pursuant to such guaranty, the Insurer shall have the right to initiate and control a proceeding against the obligor under the RIC but only to the extent such proceeding relates to the amounts so guaranteed and no settlement of any other proceeding or claim that would adversely affect the Insurer's rights to recover such amounts shall be affected without the prior written consent of the Insurer. ARTICLE SIX

Preference Claims. (a) In the event that the Trust Collateral Agent Trustee has received a certified copy of an order of the appropriate court that any Scheduled Payment (as defined in the Note Policy) Interest Distributable Amount or Note Principal Distributable Amount paid on a Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Collateral Agent Trustee shall so notify the Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Insurer of such avoided payment, and shall, at the time it provides notice to the Insurer, notify Holders of the Notes by mail that, in the event that any Noteholder's payment is so recoverable, such Noteholder will be entitled to payment pursuant to the terms of the Note Policy. The Trust Collateral Agent Trustee shall furnish to the Insurer its records evidencing the payments of principal of and interest on Notes, if any, which have been made by the Trust Collateral Agent Trustee and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Note Policy, the Insurer will make such payment on behalf of the Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order (as such term is defined in the Note Policy) and not to the Trust Collateral Agent Trustee or any Noteholder directly (unless a Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Trust Collateral Agent Trustee for distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) The Trust Collateral Agent To the extent that a Responsible Officer of the Trustee has actual knowledge thereof, the Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Note Preference Claim") of any distribution made with respect to the Notes. Each Holder, by its purchase of Notes, and the Trust Collateral Agent Trustee hereby agree that so long as an Insurer Default shall not have occurred and be continuing, the Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedes as supersedeas or performance bond pending any such appeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c5.18(c), the Insurer shall be subrogated to, and each Noteholder and the Trust Collateral Agent Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the trustee Trustee and each Noteholder in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim. In addition, for so long as the Insurer guarantees amounts owing under the RIC and has not defaulted in the making of any payment required to be made by it pursuant to such guaranty, the Insurer shall have the right to initiate and control a proceeding against the obligor under the RIC but only to the extent such proceeding relates to the amounts so guaranteed and no settlement of any other proceeding or claim that would adversely affect the Insurer's rights to recover such amounts shall be affected without the prior written consent of the Insurer.

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

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

Preference Claims. (a) In the event that the Trust Collateral Agent Trustee has received a certified copy of an order of the appropriate court that any Scheduled Payment (as defined in the Note Policy) Interest Distributable Amount or Note Principal Distributable Amount paid on a Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Collateral Agent Trustee shall so notify the Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Insurer of such avoided payment, and shall, at the time it provides notice to the Insurer, notify Holders of the Notes by mail that, in the event that any Noteholder's payment is so recoverable, such Noteholder will be entitled to payment pursuant to the terms of the Note Policy. The Trust Collateral Agent Trustee shall furnish to the Insurer its records evidencing the payments of principal of and interest on Notes, if any, which have been made by the Trust Collateral Agent Trustee and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Note Policy, the Insurer will make such payment on behalf of the Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order (as such term is defined in the Note Policy) and not to the Trust Collateral Agent Trustee or any Noteholder directly (unless a Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Trust Collateral Agent Trustee for distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) The Trust Collateral Agent To the extent that a Responsible Officer has actual knowledge thereof, the Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Note Preference Claim") of any distribution made with respect to the Notes. Each Holder, by its purchase of Notes, and the Trust Collateral Agent Trustee hereby agree that so long as an Insurer Default shall not have occurred and be continuing, the Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedes as supersedeas or performance bond pending any such appeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c5.18(c), the Insurer shall be subrogated to, and each Noteholder and the Trust Collateral Agent Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the trustee Trustee and each Noteholder in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.. In addition, for so long as the Insurer guarantees amounts owing on the RIC and has not defaulted in the making of any payment required to be made by it pursuant to such guaranty, the Insurer shall have the right to initiate and control a proceeding against the obligor under the RIC but only to the extent such proceeding relates to the amounts so guaranteed and no settlement of any other proceeding or claim that would adversely affect the Insurer's rights to recover such amounts shall be affected without the prior written consent of the Insurer. ARTICLE SIX

Preference Claims. (a) In the event that the Trust Collateral Agent Trustee has received a certified copy of an a final non-appealable order of the appropriate court of applicable jurisdiction that any Scheduled Payment (as defined in the Note Policy) Noteholders’ Interest Distributable Amount or Principal Distributable Amount paid on a Note has been avoided in whole or in part as a preference payment under applicable bankruptcy lawin the event of the insolvency of the Issuer, the Trust Collateral Agent Seller, the Servicer or Franklin Resources, Inc. under the United States Bankruptcy Code (11 U.S.C.), (a “Note Preference Amount”) the Trustee shall so notify the Security Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Security Insurer of such avoided payment, Note Preference Amount and shall, at the time it provides notice to the Security Insurer, notify Holders of the Notes by mail that, in the event that any Noteholder's ’s payment is so recoverable, such Noteholder will be entitled to payment pursuant to the terms of the Note Policy. The Trust Collateral Agent Trustee shall furnish to the Security Insurer its records evidencing the payments of principal of and interest on Notes, if any, which have been made by the Trust Collateral Agent Trustee and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Note Policy, the Security Insurer will make such payment on behalf of the Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order (as defined manner set forth in the Note Policy) and not to the Trust Collateral Agent or any Noteholder directly (unless a Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Trust Collateral Agent for distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) The Trust Collateral Agent Trustee shall promptly notify the Security Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Note “Preference Claim"”) of any distribution made with respect to the Notes. Each Holder, by its purchase of Notes, and the Trust Collateral Agent Trustee hereby agree that so long as an Insurer Default shall not have occurred and be continuing, the Security Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedes as supersedeas or performance bond pending any such appeal at the expense of the Security Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c5.18(c), the Security Insurer shall be subrogated to, and each Noteholder and the Trust Collateral Agent Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the trustee Trustee and each Noteholder in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.

Preference Claims. (a) In the event that the Trust Collateral Agent Indenture Trustee has received a certified copy of an order of the appropriate court that any Scheduled Payment (as defined in the Note Policy) Noteholders' Interest Distributable Amount or Noteholders' Principal Distributable Amount paid on a Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Collateral Agent Indenture Trustee shall so notify the Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Insurer of such avoided payment, and shall, at the time it provides notice to the Insurer, notify Holders of the Notes by mail that, in the event that any Noteholder's payment is so recoverable, such Noteholder will be entitled to payment pursuant to the terms of the Note Policy. The Trust Collateral Agent Indenture Trustee shall furnish to the Insurer its records evidencing the payments of principal of and interest on Notes, if any, which have been made by the Trust Collateral Agent Indenture Trustee and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Note Policy, the Insurer will make such payment on behalf of the Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order (as defined in the Note Policy) and not to the Trust Collateral Agent Indenture Trustee or any Noteholder directly (unless a Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Trust Collateral Agent Indenture Trustee for distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) The Trust Collateral Agent Indenture Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent Indenture Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Note Preference Claim") of any distribution made with respect to the Notes. Each Holder, by its purchase of Notes, and the Trust Collateral Agent Indenture Trustee hereby agree that so long as an Insurer Default shall not have occurred and be continuing, the Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedes as supersedeas or performance bond pending any such appeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c5.18(c), the Insurer shall be subrogated to, and each Noteholder and the Trust Collateral Agent Indenture Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the trustee Indenture Trustee and each Noteholder in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.

Preference Claims. (a) In the event that the Trust Collateral Agent Trustee has received a certified copy of an order of the appropriate court that any Scheduled Payment (as defined in the Note Policy) Interest Distributable Amount or Note Principal Distributable Amount paid on a Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Collateral Agent Trustee shall so notify the Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Insurer of such avoided payment, and shall, at the time it provides notice to the Insurer, notify Holders of the Notes by mail that, in the event that any Noteholder's payment is so recoverable, such Noteholder will be entitled to payment pursuant to the terms of the Note Policy. The Trust Collateral Agent Trustee shall furnish to the Insurer its records evidencing the payments of principal of and interest on Notes, if any, which have been made by the Trust Collateral Agent Trustee and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Note Policy, the Insurer will make such payment on behalf of the Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order (as such term is defined in the Note Policy) and not to the Trust Collateral Agent Trustee or any Noteholder directly (unless a Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Trust Collateral Agent Trustee for distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) The Trust Collateral Agent To the extent that a Responsible Officer has actual knowledge thereof, the Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Note Preference Claim") of any distribution made with respect to the Notes. Each Holder, by its purchase of Notes, and the Trust Collateral Agent Trustee hereby agree that so long as an Insurer Default shall not have occurred and be continuing, the Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedes as supersedeas or performance bond pending any such appeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c5.18(c), the Insurer shall be subrogated to, and each Noteholder and the Trust Collateral Agent hereby delegate and assign, to the fullest extent permitted by law, the rights of the trustee and each Noteholder in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.Trustee

Preference Claims. (a) In the event that the Trust Collateral Agent Indenture Trustee has received a certified copy of an order of the appropriate court that any Scheduled Payment (as defined in the Note Policy) paid payment on a Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Collateral Agent Indenture Trustee shall so notify the Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Insurer of such avoided payment, and shall, at the time it provides notice to the Insurer, notify Holders of the Notes by mail that, in the event that any Noteholder's payment is so recoverable, such Noteholder will be entitled to payment pursuant to the terms of the Note Policy. The Trust Collateral Agent Indenture Trustee shall furnish to the Insurer at its written request, the requested records it holds in its possession evidencing the payments of principal of and interest on Notes, if any, which have been made by the Trust Collateral Agent Indenture Trustee and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Note Policy, the Insurer will make such payment on behalf of the Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Final Order (as defined in the Note Policy) and not to the Trust Collateral Agent Indenture Trustee or any Noteholder directly (unless a Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Trust Collateral Agent for distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer)directly. (b) The Trust Collateral Agent Indenture Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent Indenture Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Note Preference Claim") of any distribution made with respect to the Notes. Each Holder, by its purchase of Notes, and the Trust Collateral Agent Indenture Trustee hereby agree that so long as an Insurer Default shall not have occurred and be continuing, the Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedes as or performance bond pending any such appeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c)5.12, the Insurer shall be subrogated to, and each Noteholder and the Trust Collateral Agent Indenture Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the trustee Indenture Trustee and each Noteholder in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.

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

Preference Claims. (a) In the event that the Trust Collateral Agent Trustee has received a certified copy of an a final, non-appealable order of the appropriate court that any Scheduled Payment (as defined in the Note Policy) paid on a Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Collateral Agent Trustee shall so notify the Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Insurer of such avoided payment, and shall, at the time it provides notice to the Insurer, comply with the provisions of the Note Policy to obtain payment by the Insurer, notify Holders of the Notes by mail that, in the event that any Noteholder's payment is so recoverable, such Noteholder will be entitled to payment pursuant to the terms of the Note Policy. The Trust Collateral Agent Trustee shall furnish to the Insurer at its written request, the requested records it holds in its possession evidencing the payments of principal of and interest on Notes, if any, which have been made by the Trust Collateral Agent Trustee and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Note Policy, the Insurer will make such payment on behalf of the Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order (as defined in the Note Policy) and not to the Trust Collateral Agent Trustee or any Noteholder directly (unless a Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Trust Collateral Agent Trustee for distribution payment, in accordance with the instructions to be provided by the Insurer, to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) Each Notice of Claim shall provide that the Trustee, on its behalf and on behalf of the Noteholders, thereby appoints the Insurer as agent and attorney-in-fact for the Trustee and each Noteholder in any legal proceeding with respect to the Notes. The Trust Collateral Agent Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Note Preference Claim") of any distribution payment made with respect to the Notes. Each HolderHolder of Notes, by its purchase of Notes, and the Trust Collateral Agent Trustee hereby agree that so long as an Insurer Default shall not have occurred and be continuing, the Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedes as supersedeas or performance bond pending any such appeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c)5.18, the Insurer shall be subrogated to, and each Noteholder and the Trust Collateral Agent Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the trustee Trustee and each Noteholder in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.

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

Preference Claims. (a) In the event that the Trust Collateral Agent Owner Trustee has received a certified copy of an order of the appropriate court that any Scheduled Payment (as defined in the Note Policy) Certificateholders' Distributable Amount paid on a Note Certificate has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Collateral Agent Owner Trustee shall so notify the Security Insurer, shall comply with the provisions of the Note Certificate Policy to obtain payment by the Security Insurer of such avoided payment, and shall, at the time it provides notice to the Security Insurer, notify Holders of the Notes Certificates by mail that, in the event that any NoteholderCertificateholder's payment is so recoverable, such Noteholder Certificateholder will be entitled to payment pursuant to the terms of the Note Certificate Policy. The Trust Collateral Agent shall furnish to the Insurer its records evidencing the payments of principal of and interest on Notes, if any, which have been made by the Trust Collateral Agent and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Note Certificate Policy, the Security Insurer will make such payment on behalf of the Noteholder Certificateholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order (as defined in the Note Certificate Policy) and not to the Trust Collateral Agent Owner Trustee or any Noteholder Certificateholder directly (unless a Noteholder Certificateholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Security Insurer will make such payment to the Trust Collateral Agent Owner Trustee for distribution to such Noteholder Certificateholder upon proof of such payment reasonably satisfactory to the Security Insurer). (b) The Trust Collateral Agent Owner Trustee shall promptly notify the Security Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent Owner Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Note Preference Claim") of any distribution made with respect to the NotesCertificates. Each Holder, by its purchase of NotesCertificates, and the Trust Collateral Agent Owner Trustee hereby agree that so long as an Insurer Default shall not have occurred and be continuing, the Security Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedes as supersedeas or performance bond pending any such appeal at the expense of the Security Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c5.3(c), the Security Insurer shall be subrogated to, and each Noteholder Certificateholder and the Trust Collateral Agent Owner Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the trustee Owner Trustee and each Noteholder Certificateholder in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.

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

Preference Claims. (a) In the event that the Trust Collateral Agent Trustee has received a certified copy of an order of the appropriate court that any Scheduled Payment (as defined in the Note Policy) paid payment on a Note Security has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Collateral Agent Trustee shall so notify the Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Insurer of such avoided payment, and shall, at the time it provides notice to the Insurer, notify Holders of the Notes related Securities and ▇▇▇▇▇▇▇ Mac by mail that, in the event that any NoteholderSecurityholder's payment is so recoverable, such Noteholder Securityholder will be entitled to payment pursuant to the terms of the Note Policy. The Trust Collateral Agent Trustee shall furnish to the Insurer at its written request, the requested records it holds in its possession evidencing the payments of principal of and interest on NotesSecurities, if any, which have been made by the Trust Collateral Agent Trustee and subsequently recovered from NoteholdersSecurityholders, and the dates on which such payments were made. Pursuant to the terms of the Note Policy, the Insurer will make such payment on behalf of the Noteholder related Securityholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Final Order (as defined in the Note Policy) and not to the Trust Collateral Agent Trustee or any Noteholder directly (unless a Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Trust Collateral Agent for distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer)Securityholder directly. (b) The Trust Collateral Agent Trustee shall promptly notify the Insurer and ▇▇▇▇▇▇▇ Mac of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Note Preference Claim") of any distribution made with respect to the NotesSecurities. Each Holder, by its purchase of NotesSecurities, and the Trust Collateral Agent Trustee hereby agree that so long as an Insurer Default shall not have occurred and be continuing, the Insurer may at any time during the continuation of any proceeding relating to a 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, supersedes as or performance bond pending any such appeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c)5.12, the Insurer shall be subrogated to, and each Noteholder Securityholder and the Trust Collateral Agent Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the trustee Trustee and each Noteholder Securityholder in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim. All actions taken under this Section 5.13(b) by the Trustee shall be taken in accordance with the terms of the Policy.

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

Preference Claims. (ai) In the event that the Trust Collateral Agent Trustee has received a certified copy of an a final, non-appealable order of the appropriate court that any Scheduled Payment (as defined in the Note Policy) Guaranteed Distributions paid on a Note Certificate has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Collateral Agent Trustee shall so notify the Insurer, shall comply with the provisions of the Note Certificate Insurance Policy to obtain payment by the Insurer of such avoided payment, and shall, at the time it provides notice to the Insurer, notify Holders comply with the provisions of the Notes Certificate Insurance Policy to obtain payment by the Insurer, and notify Certificateholders by mail that, in the event that any NoteholderCertificateholder's payment is so recoverable, such Noteholder Certificateholder will be entitled to payment pursuant to the terms of the Note Certificate Insurance Policy. The Trust Collateral Agent Trustee shall furnish to the Insurer its records evidencing the payments of principal of and interest on NotesCertificates, if any, which have been made by the Trust Collateral Agent Trustee and subsequently recovered from NoteholdersCertificateholders, and the dates on which such payments were made. Pursuant to the terms of the Note Certificate Insurance Policy, the Insurer will make such payment on behalf of the Noteholder Certificateholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Final Order (as defined in the Note Policy) and not to the Trust Collateral Agent Trustee or any Noteholder Certificateholder directly (unless a Noteholder Certificateholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Trust Collateral Agent Trustee for distribution payment to such Noteholder Certificateholder upon proof of such payment reasonably satisfactory to the Insurer). (bii) Each Notice of Claim shall provide that the Trustee, on its behalf and on behalf of the Certificateholders, thereby appoints the Insurer as agent and attorney-in-fact for the Trustee and each Certificateholder in any legal proceeding with respect to the Certificates. The Trust Collateral Agent Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Note Preference Claim") of any distribution made with respect to the Notes. Each HolderHolder of Certificates, by its purchase of NotesCertificates, and the Trust Collateral Agent Trustee hereby agree that so long as an Insurer Default shall not have occurred and be continuing, the Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i1) the direction of any appeal of any order relating to any Preference Claim and (ii2) the posting of any surety, supersedes as supersedeas or performance bond pending any such appeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c)5.08(a)(iii) hereof, the Insurer shall be subrogated to, and each Noteholder Certificateholder and the Trust Collateral Agent Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the trustee Trustee and each Noteholder Certificateholder in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding or action with respect to any court order issued in connection with any such Preference Claim.

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

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

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

Preference Claims. (a) In the event that the Trust Collateral Agent Trustee has received a certified copy of an order of the appropriate court that any Scheduled Payment (as defined in the Note Policy) Interest Distributable Amount or Note Principal Distributable Amount paid on a Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Collateral Agent Trustee shall so notify the Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Insurer of such avoided payment, and shall, at the time it provides notice to the Insurer, notify Holders of the Notes by mail that, in the event that any Noteholder's payment is so recoverable, such Noteholder will be entitled to payment pursuant to the terms of the Note Policy. The Trust Collateral Agent Trustee shall furnish to the Insurer its records evidencing the payments of principal of and interest on Notes, if any, which have been made by the Trust Collateral Agent Trustee and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Note Policy, the Insurer will make such payment on behalf of the Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order (as such term is defined in the Note Policy) and not to the Trust Collateral Agent Trustee or any Noteholder directly (unless a Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Trust Collateral Agent Trustee for distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) The Trust Collateral Agent To the extent that a Responsible Officer of the Trustee has actual knowledge thereof, the Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Note Preference Claim") of any distribution made with respect to the Notes. Each Holder, by its purchase of Notes, and the Trust Collateral Agent Trustee hereby agree that so long as an Insurer Default shall not have occurred and be continuing, the Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedes as supersedeas or performance bond pending any such appeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c5.18(c), the Insurer shall be subrogated to, and each Noteholder and the Trust Collateral Agent Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the trustee Trustee and each Noteholder in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.. In addition, for so long as the Insurer guarantees amounts owing under the RIC and has not defaulted in the making

Preference Claims. (a) In the event that the Trust Collateral Agent Indenture Trustee has received a certified copy of an order of the appropriate court that any Scheduled Payment (as defined in the Note Policy) paid payment of principal and interest on a Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Collateral Agent Indenture Trustee shall so notify the InsurerInsurers, shall comply with the provisions of the Note each Policy to obtain payment by the Insurer Insurers of such avoided paymentpayments, and shall, at the time it provides notice to the InsurerInsurers, notify Holders of the related Class of Notes by mail that, in the event that any Noteholder's ’s payment is so recoverable, such Noteholder will be entitled to payment pursuant to the terms of the Note applicable Policy. The Trust Collateral Agent Indenture Trustee shall furnish to each Insurer at its written request, the Insurer requested records it holds in its records possession evidencing the payments of principal of and interest on the related Class of Notes, if any, which have been made by the Trust Collateral Agent Indenture Trustee and subsequently recovered from Noteholders, Noteholders and the dates on which such payments were made. Pursuant to the terms of the Note PolicyPolicies, the related Insurer will make such payment payments on behalf of the related Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order (as defined in final order of the Note Policy) court exercising jurisdiction on behalf of the Noteholders and not to the Trust Collateral Agent Indenture Trustee or any Noteholder directly (unless a such Noteholder has previously returned principal or interest paid on the Notes to such payment to the receiver, conservator, debtor-in-possession receiver or trustee in bankruptcy, in which case the applicable Insurer will shall make such payment to the Trust Collateral Agent Indenture Trustee for distribution payment to such Noteholder upon proof in accordance with the terms of such payment reasonably satisfactory to the Insurerits respective Policy). (b) The Trust Collateral Agent Indenture Trustee shall promptly notify the Insurer Insurers of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent Indenture Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Note “Preference Claim"”) of any distribution made with respect to the Notes. Each HolderHolder of Notes, by its purchase of Notes, and the Trust Collateral Agent Indenture Trustee hereby agree that so long as an Insurer Default shall not have occurred and be continuing, the Controlling Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedes as supersedeas or performance bond pending any such appeal at the expense of the InsurerInsurers, but subject to reimbursement as provided in the related Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c)5.17, the Insurer Insurers shall be subrogated to, and each Noteholder Holder of the related Class of Notes and the Trust Collateral Agent Indenture Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the trustee Indenture Trustee (with respect to the Notes) and each Noteholder Holder of the related Class of Notes in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim. All actions taken under this Section 5.18(b) by the Indenture Trustee shall be taken in accordance with the terms of the applicable Policy.

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

Preference Claims. (a) In If the event that the Trust Collateral Agent Trustee has received a certified copy of an order of the appropriate court that any Scheduled Payment (as defined in the Note Policy) amount paid on a Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Collateral Agent Trustee shall so notify the Note Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Note Insurer of such avoided payment, and shall, at the time it provides notice to the Note Insurer, notify Holders of the Notes by mail that, in the event that if any Noteholder's payment is so recoverable, such Noteholder will shall be entitled to payment pursuant to the terms of the Note Policy. The Trust Collateral Agent Note Insurer shall furnish make such payment pursuant to the Insurer its records evidencing terms of the payments of principal of and interest on Notes, if any, which have been made by the Trust Collateral Agent and subsequently recovered from Noteholders, and the dates on which such payments were made. Policy. (b) Pursuant to the terms of the Note Policy, the Note Insurer will make shall pay any Insured Payment (as defined in the Policy) that is a Preference Amount on the Business Day following receipt on a Business Day by the Fiscal Agent (as defined in the Policy) of (i) a certified copy of the order requiring the return of a preference payment, (ii) an opinion of counsel satisfactory to the Note Insurer that such payment on behalf order is final and not subject to appeal, (iii) an assignment in such form as is reasonably required by the Note Insurer, irrevocably assigning to the Note Insurer all rights and claims of the Noteholder relating to or arising under the Notes against the debtor which made such preference payment or otherwise with respect to such preference payment and (iv) appropriate instruments to effect the appointment of the Note Insurer as agent for such Noteholder in any legal proceeding related to such preference payment, such instruments being in a form satisfactory to the receiverNote Insurer, conservatorprovided that if such documents are received after 12:00 noon, debtor-in-possession New York City time, on such Business Day, they will be deemed to be received on the following Business Day. Such payments shall be disbursed to the receiver or trustee in bankruptcy named in the Order (as defined in final order of the Note Policy) court exercising jurisdiction on behalf of the Noteholder, and not to the Trust Collateral Agent or any Noteholder directly (unless a such Noteholder has previously returned principal or interest paid on the Notes to such payment to the receiver, conservator, debtor-in-possession receiver or trustee in bankruptcy, in which case the Insurer will make such payment to the Trust Collateral Agent for distribution shall be disbursed to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer)Noteholder. (b) The Trust Collateral Agent shall promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Note Preference Claim") of any distribution made with respect to the Notes. Each Holder, by its purchase of Notes, and the Trust Collateral Agent hereby agree that so long as an Insurer Default shall not have occurred and be continuing, the Insurer may at any time during the continuation of any proceeding relating to a 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, supersedes as or performance bond pending any such appeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c), the Insurer shall be subrogated to, and each Noteholder and the Trust Collateral Agent hereby delegate and assign, to the fullest extent permitted by law, the rights of the trustee and each Noteholder in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.

Preference Claims. (a) In the event that the Trust Collateral Agent Trustee has received a certified copy of an a final, non-appealable order of the appropriate court that any Scheduled Noteholders' Interest Payment (as defined in the Note Policy) Amount or Noteholders' Principal Payment Amount paid on a Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Collateral Agent Trustee shall so notify the Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Insurer of such avoided payment, and shall, at the time it provides notice to the Insurer, notify Holders of the Notes by mail that, in the event that any Noteholder's payment is so recoverable, such Noteholder will be entitled to payment pursuant to the terms of the Note Policy. The Trust Collateral Agent Trustee shall furnish to the Insurer at its written request, the requested records it holds in its possession evidencing the payments of principal of and interest on Notes, if any, which have been made by the Trust Collateral Agent Trustee and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Note Policy, the Insurer will make such payment on behalf of the Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order (as defined in the Note Policy) and not to the Trust Collateral Agent Trustee or any Noteholder directly (unless a Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Trust Collateral Agent Trustee for distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) The Trust Collateral Agent Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Note Preference Claim") of any distribution made with respect to the Notes. Each Holder, by its purchase of Notes, and the Trust Collateral Agent Trustee hereby agree that so long as (i) an Insurer Default shall not have occurred and be continuing, (ii) any amounts due to the Insurer under the Insurance Agreement or the other Basic Documents remain unpaid or (iii) the Note Policy has not expired in accordance with its terms, the Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i1) the direction of any appeal of any order relating to any Preference Claim and (ii2) the posting of any surety, supersedes as or performance bond pending any such appeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c)5.18, the Insurer shall be subrogated to, and each Noteholder and the Trust Collateral Agent Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the trustee Trustee and each Noteholder in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.

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

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

Preference Claims. (a) In the event that the Trust Collateral Agent Indenture Trustee has received a certified copy of an order of the appropriate court that any Scheduled Class A Interest Payment (as defined in the Note Policy) Amount or Class A Principal Payment Amount paid on a Class A Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Collateral Agent Indenture Trustee shall so notify the Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Insurer of such avoided payment, and shall, at the time it provides notice to the Insurer, notify Holders of the Class A Notes by mail that, in the event that any Class A Noteholder's payment is so recoverable, such Class A Noteholder will be entitled to payment pursuant to the terms of the Note Policy. The Trust Collateral Agent Indenture Trustee shall furnish to the Insurer at its written request, the requested records it holds in its possession evidencing the payments of principal of and interest on the Class A Notes, if any, which have been made by the Trust Collateral Agent Indenture Trustee and subsequently recovered from the Class A Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Note Policy, the Insurer will make such payment on behalf of the Class A Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order (as defined in the Note Policy) and not to the Trust Collateral Agent Indenture Trustee or any Class A Noteholder directly (unless a Class A Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Trust Collateral Agent Indenture Trustee for distribution to such Class A Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) The Trust Collateral Agent Indenture Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent Indenture Trustee has actual knowledge) ), seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Note Preference Claim") of any distribution made with respect to the Notes. Each HolderHolder of Class A Notes, by its purchase of the Class A Notes, and the Trust Collateral Agent Indenture Trustee hereby agree that so long as an Insurer Default shall not have occurred and be continuing, the Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedes as or performance bond pending any such appeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c)5.17, the Insurer shall be subrogated to, and each Class A Noteholder and the Trust Collateral Agent Indenture Trustee hereby delegate and an assign, to the fullest extent permitted by law, the rights of the trustee Indenture Trustee and each Class A Noteholder in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.

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

Preference Claims. (a) In the event that the Trust Collateral Agent Indenture Trustee has received a certified copy of an order of the appropriate court that any Scheduled Payment (as defined in the Note Policy) paid payment on a Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Collateral Agent Indenture Trustee shall so notify the Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Insurer of such avoided payment, and shall, at the time it provides notice to the Insurer, notify Holders of the Notes Noteholders by mail that, in the event that any Noteholder's payment is so recoverable, such Noteholder will be entitled to payment pursuant to the terms of the Note Policy. The Trust Collateral Agent Indenture Trustee shall furnish to the Insurer at its written request, the requested records it holds in its possession evidencing the payments of principal of and interest on Notes, if any, which have been made by the Trust Collateral Agent Indenture Trustee and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Note Policy, the Insurer will make such payment on behalf of the Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Final Order (as defined in the Note Policy) and not to the Trust Collateral Agent Indenture Trustee or any Noteholder directly (unless a Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Trust Collateral Agent for distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer)directly. (b) The Trust Collateral Agent Indenture Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent Indenture Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Note Preference Claim") of any distribution made with respect to the Notes. Each HolderNoteholder, by its purchase of Notes, and the Trust Collateral Agent Indenture Trustee hereby agree that so long as an Insurer Default shall not have occurred and be continuing, the Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedes as or performance bond pending any such appeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c)5.20, the Insurer shall be subrogated to, and each Noteholder and the Trust Collateral Agent Indenture Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the trustee Indenture Trustee and each Noteholder in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.

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

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

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

Preference Claims. (a) In the event that the Trust Collateral Agent Trustee has received a certified copy of an order of the appropriate court that any Scheduled Payment (as defined in the Note Policy) Interest Distributable Amount or Note Principal Distributable Amount paid on a Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Collateral Agent Trustee shall so notify the Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Insurer of such avoided payment, and shall, at the time it provides notice to the Insurer, notify Holders of the Notes by mail that, in the event that any Noteholder's payment is so recoverable, such Noteholder will be entitled to payment pursuant to the terms of the Note Policy. The Trust Collateral Agent Trustee shall furnish to the Insurer its records evidencing the payments of principal of and interest on Notes, if any, which have been made by the Trust Collateral Agent Trustee and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Note Policy, the Insurer will make such payment on behalf of the Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order (as such term is defined in the Note Policy) and not to the Trust Collateral Agent Trustee or any Noteholder directly (unless a Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Trust Collateral Agent Trustee for distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) The Trust Collateral Agent To the extent that a Responsible Officer has actual knowledge thereof, the Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Note Preference Claim") of any distribution made with respect to the Notes. Each Holder, by its purchase of Notes, and the Trust Collateral Agent Trustee hereby agree that so long as an Insurer Default shall not have occurred and be continuing, the Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedes as supersedeas or performance bond pending any such appeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c5.18(c), the Insurer shall be subrogated to, and each Noteholder and the Trust Collateral Agent Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the trustee Trustee and each Noteholder in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.. In addition, for so long as the Insurer guarantees Scheduled Payments and has not defaulted in the making of any payment required to be made by it pursuant to such guaranty, the Insurer shall have the right to initiate and control a proceeding against the obligor under the RIC but only to the extent such

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

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

Preference Claims. (a) In the event that the Trust Collateral Agent Trustee has received a certified copy of an order of the an appropriate court that any Scheduled Payment (as defined in the Note Policy) Guaranteed Distributions paid on a Note Certificate has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Collateral Agent Trustee shall so notify the Certificate Insurer, shall comply with the provisions of the Note Certificate Policy to obtain payment by the Certificate Insurer of such avoided payment, and shall, at the time it provides notice to the Insurer, Certificate Insurer notify Holders of the Notes Certificates by mail that, in the event that any NoteholderCertificateholder's payment is so recoverable, such Noteholder Certificateholder will be entitled to payment pursuant to the terms of the Note Certificate Policy. The Trust Collateral Agent shall furnish to the Insurer its records evidencing the payments of principal of and interest on Notes, if any, which have been made by the Trust Collateral Agent and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Note Certificate Policy, the Certificate Insurer will make such payment on behalf of the Noteholder Certificateholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order (as defined in the Note Certificate Policy) and not to the Trust Collateral Agent Trustee or any Noteholder Certificateholder directly (unless a Noteholder Certificateholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Certificate Insurer will make such payment to the Trust Collateral Agent Trustee for distribution to such Noteholder Certificateholder upon proof of such payment reasonably satisfactory to the Certificate Insurer). (b) The Trust Collateral Agent Trustee shall promptly notify the Certificate Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Note Preference Claim") of any distribution made with respect to the NotesCertificates. Each Holder, by its purchase of NotesCertificates, and the Trust Collateral Agent Trustee hereby agree that so long as an a Certificate Insurer Default shall not have occurred and be continuing, the Certificate Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedes as supersede or performance bond pending any such appeal at the expense of the Certificate Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c4.04(c), the Certificate Insurer shall be subrogated to, and each Noteholder Certificateholder and the Trust Collateral Agent Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the trustee Trustee and each Noteholder Certificateholder in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.

Preference Claims. (a) In the event that the Trust Collateral Agent Trustee has received a certified copy of an a final, non-appealable order of the appropriate court that any Scheduled Payment (as such term is defined in the Note Policy) paid on a Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Collateral Agent Trustee shall so notify the Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Insurer of such avoided payment, and shall, at the time it provides notice to the Insurer, comply with the provisions of the Note Policy to obtain payment by the Insurer and notify Holders of the Notes by mail that, in the event that any Noteholder's payment is so recoverable, such Noteholder will be entitled to payment pursuant to the terms of the Note Policy. The Trust Collateral Agent Upon written request, the Trustee shall furnish to the Insurer its records evidencing the payments of principal of and interest on Notes, if any, which have been made by the Trust Collateral Agent Trustee and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Note Policy, the Insurer will make such payment on behalf of the Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Final Order (as defined in the Note Policy) and not to the Trust Collateral Agent Trustee or any Noteholder directly (unless a Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Trust Collateral Agent Trustee for distribution payment to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) Each Notice of Claim shall provide that the Trustee, on its behalf and on behalf of the Noteholders, thereby appoints the Insurer as agent and attorney-in-fact for the Trustee and each Noteholder in any legal proceeding with respect to the Notes. The Trust Collateral Agent Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible an Authorized Officer of the Trust Collateral Agent Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Note Preference Claim") of any distribution payment made with respect to the Notes. Each HolderHolder of Notes, by its purchase of Notes, and the Trust Collateral Agent Trustee hereby agree that so long as an Insurer Default shall not have occurred and be continuing, the Insurer may at any time during the continuation of any proceeding 54 Sale and Servicing Agreement relating to a Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedes as supersedeas or performance bond pending any such appeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c), the Insurer shall be subrogated to, and each Noteholder and the Trust Collateral Agent Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the trustee Trustee and each Noteholder in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.

Preference Claims. (a) In the event that the Trust Collateral Agent Trustee has received a certified copy of an order of the appropriate court that any Scheduled Payment (as defined in the Note Policy) Interest Distributable Amount or Note Principal Distributable Amount paid on a Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Collateral Agent Trustee shall so notify the Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Insurer of such avoided payment, and shall, at the time it provides notice to the Insurer, notify Holders of the Notes by mail that, in the event that any Noteholder's payment is so recoverable, such Noteholder will be entitled to payment pursuant to the terms of the Note Policy. The Trust Collateral Agent Trustee shall furnish to the Insurer its records evidencing the payments of principal of and interest on Notes, if any, which have been made by the Trust Collateral Agent Trustee and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Note Policy, the Insurer will make such payment on behalf of the Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order (as such term is defined in the Note Policy) and not to the Trust Collateral Agent Trustee or any Noteholder directly (unless a Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Trust Collateral Agent Trustee for distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) The Trust Collateral Agent To the extent that a Responsible Officer has actual knowledge thereof, the Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Note Preference Claim") of any distribution made with respect to the Notes. Each Holder, by its purchase of Notes, and the Trust Collateral Agent Trustee hereby agree that so long as an Insurer Default shall not have occurred and be continuing, the Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedes as supersedeas or performance bond pending any such appeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c5.18(c), the Insurer shall be subrogated to, and each Noteholder and the Trust Collateral Agent Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the trustee Trustee and each Noteholder in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim. In addition, for so long as the Insurer guarantees amounts owing on the RIC and has not defaulted in the making of any payment required to be made by it pursuant to such guaranty, the Insurer shall have the right to initiate and control a proceeding against the obligor under the RIC but only to the extent such proceeding relates to the amounts so guaranteed and no settlement of any other proceeding or claim that would adversely affect the Insurer's rights to recover such amounts shall be affected without the prior written consent of the Insurer.

Preference Claims. (a) In the event that the Trust Collateral Agent Indenture Trustee has received a certified copy of an order of the appropriate court that any Scheduled Payment (as defined in the Note Policy) paid Insured Amount on a Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Collateral Agent Indenture Trustee shall so notify the Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Insurer of such avoided payment, and shall, at the time it provides notice to the Insurer, notify Holders of the Notes by mail that, in the event that any Noteholder's payment is so recoverable, such Noteholder will be entitled to payment pursuant to the terms of the Note Policy. The Trust Collateral Agent Indenture Trustee shall furnish to the Insurer at its written request, the requested records it holds in its possession evidencing the payments of principal of and interest on Notes, if any, which have been made by the Trust Collateral Agent Indenture Trustee and subsequently recovered from Noteholders, Noteholders and the dates on which such payments were made. Pursuant to the terms of the Note Policy, the Insurer will make such payment on behalf of the related Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order (as defined in final order of the Note Policy) court exercising jurisdiction on behalf of the Noteholders and not to the Trust Collateral Agent or Indenture Trustee, any Noteholder directly (unless a such Noteholder has previously returned principal or interest paid on the Notes to such payment to the receiver, conservator, debtor-in-possession receiver or trustee in bankruptcy, in which case the Insurer will shall make such payment to the Trust Collateral Agent Indenture Trustee for distribution payment to such Noteholder upon proof in accordance with the terms of such payment reasonably satisfactory to the InsurerPolicy). (b) The Trust Collateral Agent Indenture Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent Indenture Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Note Preference ClaimPREFERENCE CLAIM") of any distribution made with respect to the Notes. Each Holder, by its purchase of Notes, and the Trust Collateral Agent Indenture Trustee hereby agree that so long as an Insurer Default shall not have occurred and be continuing, the Insurer may at any time during the continuation of any proceeding relating to a 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, supersedes as or performance bond pending any such appeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c)5.12, the Insurer shall be subrogated to, and each Noteholder and the Trust Collateral Agent Indenture Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the trustee Indenture Trustee and each Noteholder in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim. All actions taken under this Section 5.13(b) by the Indenture Trustee shall be taken in accordance with the terms of the Policy.

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

Preference Claims. (a) In the event that the Trust Collateral Agent Trustee has received a certified copy of an order of the appropriate court that any Scheduled Payment (as defined amount previously distributed to a Noteholder in the Note Policy) paid on a respect of any Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Collateral Agent Trustee shall so notify the Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Insurer of such avoided payment, and shall, at the time it provides notice to the Insurer, notify Holders of the Notes by mail that, in the event that any Noteholder's payment is so recoverable, such Noteholder will be entitled to payment pursuant to the terms of the Note Policy. The Trust Collateral Agent Trustee shall furnish to the Insurer its records evidencing the payments of principal of and interest on the Notes, if any, which have been made by the Trust Collateral Agent Trustee and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Note Policy, the Insurer will make such payment on behalf of the Noteholder to the receiver, conservator, debtor-in-possession receiver or trustee in bankruptcy named in the Order (as defined in final order of the Note Policy) court exercising jurisdiction on behalf of the Noteholder and not to the Trust Collateral Agent or any Noteholder directly (unless a Noteholder has previously paid returned principal or interest on the Notes to such payment to the receiver, conservator, debtor-in-possession receiver or trustee in bankruptcy, in which case the Insurer will make such payment to the Trust Collateral Agent Trustee for distribution payment to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) The Trust Collateral Agent Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Note Preference Claim") of any distribution payment made with respect to the Notes. Each Holder, by its purchase of Notes, and the Trust Collateral Agent Trustee hereby agree agrees that so long as an Insurer Default shall not have occurred and be continuing, the Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedes as supersedeas or performance bond pending any such appeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance Agreementappeal. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c4.01(d), the Insurer shall be subrogated to, and each Noteholder and the Trust Collateral Agent Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the trustee Trustee and each Noteholder in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.

Preference Claims. (a) In the event that the Trust Collateral Agent Trustee has received a certified copy of an a final non-appealable order of the appropriate court of applicable jurisdiction that any Scheduled Payment (as defined in the Note Policy) Noteholders' Interest Distributable Amount or Principal Distributable Amount paid on a Note has been avoided in whole or in part as a preference payment under applicable bankruptcy lawin the event of the insolvency of the Issuer, the Trust Collateral Agent Seller, the Servicer or Franklin Resources, Inc. under the United States Bankruptcy Code (11 U.S.C.), (a "Note Preference Amount") the Trustee shall so notify the Security Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Security Insurer of such avoided payment, Note Preference Amount and shall, at the time it provides notice to the Security Insurer, notify Holders of the Notes by mail that, in the event that any Noteholder's payment is so recoverable, such Noteholder will be entitled to payment pursuant to the terms of the Note Policy. The Trust Collateral Agent Trustee shall furnish to the Security Insurer its records evidencing the payments of principal of and interest on Notes, if any, which have been made by the Trust Collateral Agent Trustee and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Note Policy, the Security Insurer will make such payment on behalf of the Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order (as defined manner set forth in the Note Policy) and not to the Trust Collateral Agent or any Noteholder directly (unless a Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Trust Collateral Agent for distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) The Trust Collateral Agent Trustee shall promptly notify the Security Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Note Preference Claim") of any distribution made with respect to the Notes. Each Holder, by its purchase of Notes, and the Trust Collateral Agent Trustee hereby agree that so long as an Insurer Default shall not have occurred and be continuing, the Security Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedes as or performance bond pending any such appeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c), the Insurer shall be subrogated to, and each Noteholder and the Trust Collateral Agent hereby delegate and assign, to the fullest extent permitted by law, the rights of the trustee and each Noteholder in the conduct of any proceeding with respect to a 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.supersedeas or

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

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

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

Preference Claims. (a) In the event that the Trust Collateral Agent Indenture Trustee has received a certified copy of an order of the appropriate court that any Scheduled Payment (as defined in the Note Policy) paid payment on a Note covered by the Policy has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Collateral Agent Indenture Trustee shall so notify the Note Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Note Insurer of such avoided payment, and shall, at the time it provides notice to the Note Insurer, notify Holders of the Notes Noteholders by mail that, in the event that any Noteholder's payment is so recoverable, such Noteholder will be entitled to payment pursuant to the terms of the Note Policy. The Trust Collateral Agent Indenture Trustee shall furnish to the Note Insurer at its written request, the requested records it holds in its possession evidencing the payments of principal of and interest on Notes, if any, which have been made by the Trust Collateral Agent Indenture Trustee and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Note Policy, the Note Insurer will make such payment on behalf of the Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Final Order (as defined in the Note Policy) and not to the Trust Collateral Agent Indenture Trustee or any Noteholder directly (unless a Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Trust Collateral Agent for distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer)directly. (b) The Trust Collateral Agent Indenture Trustee shall promptly notify the Note Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent Indenture Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Note Preference Claim") of any distribution made with respect to the Notes. Each HolderNoteholder, by its purchase of Notes, and the Trust Collateral Agent Indenture Trustee hereby agree that so long as an Note Insurer Default shall not have occurred and be continuing, the Note Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedes as or performance bond pending any such appeal at the expense of the Note Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c)5.17, the Note Insurer shall be subrogated to, and each Noteholder and the Trust Collateral Agent Indenture Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the trustee Indenture Trustee and each Noteholder in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.,

Preference Claims. (a) In the event that the Trust Collateral Agent Indenture Trustee has received a certified copy of an order of the appropriate court that any Scheduled Payment (as defined in the Note Policy) paid Insured Amount on a Note Bond has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Collateral Agent Indenture Trustee shall so notify the Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Insurer of such avoided payment, and shall, at the time it provides notice to the Insurer, notify Holders of the Notes Bonds by mail that, in the event that any NoteholderBondholder's payment is so recoverable, such Noteholder Bondholder will be entitled to payment pursuant to the terms of the Note Policy. The Trust Collateral Agent Indenture Trustee shall furnish to the Insurer at its written request, the requested records it holds in its possession evidencing the payments of principal of and interest on NotesBonds, if any, which have been made by the Trust Collateral Agent Indenture Trustee and subsequently recovered from Noteholders, Bondholders and the dates on which such payments were made. Pursuant to the terms of the Note Policy, the Insurer will make such payment on behalf of the Noteholder related Bondholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order (as defined in final order of the Note Policy) court exercising jurisdiction on behalf of the Bondholders and not to the Trust Collateral Agent or Indenture Trustee, any Noteholder Bondholder directly (unless a Noteholder such Bondholder has previously returned principal or interest paid on the Bonds to such payment to the receiver, conservator, debtor-in-possession receiver or trustee in bankruptcy, in which case the Insurer will shall make such payment to the Trust Collateral Agent Indenture Trustee for distribution payment to such Noteholder upon proof Bondholder in accordance with the terms of such payment reasonably satisfactory to the InsurerPolicy). (b) The Trust Collateral Agent Indenture Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent Indenture Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Note Preference Claim") of any distribution made with respect to the NotesBonds. Each Holder, by its purchase of NotesBonds, and the Trust Collateral Agent Indenture Trustee hereby agree that so long as an Insurer Default shall not have occurred and be continuing, the Insurer may at any time during the continuation of any proceeding relating to a 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, supersedes as or performance bond pending any such appeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c)5.12, the Insurer shall be subrogated to, and each Noteholder Bondholder and the Trust Collateral Agent Indenture Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the trustee Indenture Trustee and each Noteholder Bondholder in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim. All actions taken under this Section 5.13(b) by the Indenture Trustee shall be taken in accordance with the terms of the Policy.

Preference Claims. (a) In the event that the Trust Collateral Agent Trustee has received a certified copy of an order of the appropriate court that any Scheduled Payment (as defined in the Note Policy) Noteholders' Interest Distributable Amount or Noteholders' Principal Distributable Amount paid on a Note (including in the computation of such Noteholders' Principal Distributable Amount for the purpose of this Section 616, if the Security Insurer shall have received the items described in clauses (A), (B) and (C) of Section 3 of the Note Policy, any distribution in respect of principal on the Notes prior to the Final Maturity Date that was subsequently avoided as a preference payment under applicable bankruptcy, insolvency, receivership or similar law to the extent any such amount remains unpaid on such date) has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Collateral Agent Trustee shall so notify the Security Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Security Insurer of such avoided payment, and shall, at the time it provides notice to the Security Insurer, notify Holders of the Notes by mail that, in the event that any Noteholder's payment is so recoverable, such Noteholder will be entitled to payment pursuant to the terms of the Note Policy. The Trust Collateral Agent shall furnish to the Insurer its records evidencing the payments of principal of and interest on Notes, if any, which have been made by the Trust Collateral Agent and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Note Policy, the Security Insurer will make such payment on behalf of the Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order order (as defined in the Note Policy) and not to the Trust Collateral Agent Trustee or any Noteholder directly (unless a Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Security Insurer will make such payment to the Trust Collateral Agent Trustee for distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Security Insurer). (b) The Trust Collateral Agent Trustee shall promptly notify the Security Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Note Preference Claim") of any distribution made with respect to the Notes. Each Holder, by its purchase of Notes, and the Trust Collateral Agent Trustee hereby agree that so long as an Insurer Default shall not have occurred and be continuing, the Security Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedes as supersedeas or performance bond pending any such appeal at the expense of the Security Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c615(c), the Security Insurer shall be subrogated to, and each Noteholder and the Trust Collateral Agent Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the trustee Trustee and each Noteholder in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.

Preference Claims. (a) In the event that the Trust Collateral Agent Trustee has received a certified copy of an order of the appropriate court that any Scheduled Payment (as defined amount previously distributed to a Noteholder in the Note Policy) paid on a respect of any Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Collateral Agent Trustee shall so notify the Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Insurer of such avoided payment, and shall, at the time it provides notice to the Insurer, notify Holders of the Notes by mail that, in the event that any Noteholder's payment is so recoverable, such Noteholder will be entitled to payment pursuant to the terms of the Note Policy. The Trust Collateral Agent Trustee shall furnish to the Insurer its records evidencing the payments of principal of and interest on the Notes, if any, which have been made by the Trust Collateral Agent Trustee and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Note Policy, the Insurer will make such payment on behalf of the Noteholder to the receiver, conservator, debtor-in-possession receiver or trustee in bankruptcy named in the Order (as defined in final order of the Note Policy) court exercising jurisdiction on behalf of the Noteholder and not to the Trust Collateral Agent or any Noteholder directly (unless a Noteholder has previously paid returned principal or interest on the Notes to such payment to the receiver, conservator, debtor-in-possession receiver or trustee in bankruptcy, in which case the Insurer will make such payment to the Trust Collateral Agent Trustee for distribution payment to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) The Trust Collateral Agent Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Note Preference Claim") of any distribution payment made with respect to the Notes. Each Holder, by its purchase of Notes, and the Trust Collateral Agent Trustee hereby agree that so long as an Insurer Default shall not have occurred and be continuing, the Insurer may at any time during the continuation of any proceeding relating to a 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, supersedes as or performance bond pending any such appeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance Agreementappeal. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c4.01(d), the Insurer shall be subrogated to, and each Noteholder and the Trust Collateral Agent Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the trustee Trustee and each Noteholder in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.

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

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

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

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

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

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

Preference Claims. (a) In the event that the Trust Collateral Agent Indenture Trustee has received a certified copy of an order of the appropriate court that any Scheduled Payment (as defined in the Note Policy) paid payment on a Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Collateral Agent Indenture Trustee shall so notify the Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Insurer of such avoided payment, and shall, at the time it provides notice to the Insurer, notify Holders of the related Notes by mail that, in the event that any Noteholder's payment is so recoverable, such Noteholder will be entitled to payment pursuant to the terms of the Note Policy. The Trust Collateral Agent Indenture Trustee shall furnish to the Insurer at its written request, the requested records it holds in its possession evidencing the payments of principal of and interest on Notes, if any, which have been made by the Trust Collateral Agent Indenture Trustee and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Note Policy, the Insurer will make such payment on behalf of the related Noteholder to the receiver, conservator, debtor-in-in- possession or trustee in bankruptcy named in the Final Order (as defined in the Note Policy) and not to the Trust Collateral Agent Indenture Trustee or any Noteholder directly (unless a Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Trust Collateral Agent for distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer)directly. (b) The Trust Collateral Agent Indenture Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent Indenture Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Note Preference Claim") of any distribution made with respect to the Notes. Each Holder, by its purchase of Notes, and the Trust Collateral Agent Indenture Trustee hereby agree that so long as an Insurer Default shall not have occurred and be continuing, the Insurer may at any time during the continuation of any proceeding relating to a 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, supersedes as or performance bond pending any such appeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c)5.12, the Insurer shall be subrogated to, and each Noteholder and the Trust Collateral Agent Indenture Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the trustee Indenture Trustee and each Noteholder in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim. All actions taken under this Section 5.13(b) by the Indenture Trustee shall be taken in accordance with the terms of the Policy.

Preference Claims. (a) In the event that the Trust Collateral Agent Trustee has received a certified copy of an a final, non-appealable order of the appropriate court that any Scheduled Payment (as defined in the Note Policy) paid on a Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Collateral Agent Trustee shall so notify the Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Insurer of such avoided payment, and shall, at the time it provides notice to the Insurer, comply with the provisions of the Note Policy to obtain payment by the Insurer, notify Holders of the Notes by mail that, in the event that any Noteholder's payment is so recoverable, such Noteholder will be entitled to payment pursuant to the terms of the Note Policy. The Trust Collateral Agent Trustee shall furnish to the Insurer at its written request, the requested records it holds in its possession evidencing the payments of principal of and interest on Notes, if any, which have been made by the Trust Collateral Agent Trustee and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Note Policy, the Insurer will make such payment on behalf of the Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order (as defined in the Note Policy) and not to the Trust Collateral Agent Trustee or any Noteholder directly (unless a Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Trust Collateral Agent Trustee for distribution payment, in accordance with the instructions to be provided by the Insurer, to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) Each Notice of Claim shall provide that the Trustee, on its behalf and on behalf of the Noteholders, thereby appoints the Insurer as agent and attorney-in-fact for the Trustee and each Noteholder in any legal proceeding with respect to the Notes. The Trust Collateral Agent Trustee shall promptly notify the Insurer of any proceeding Proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Note Preference Claim") of any distribution payment made with respect to the Notes. Each HolderNoteholder, by its purchase of Notes, and the Trust Collateral Agent Trustee hereby agree that so long as an Insurer Default shall not have occurred and be continuing, the Insurer may at any time during the continuation of any proceeding Proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedes as supersedeas or performance bond pending any such appeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c)5.18, the Insurer shall be subrogated to, and each Noteholder and the Trust Collateral Agent Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the trustee Trustee and each Noteholder in the conduct of any proceeding Proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding Proceeding action with respect to any court order issued in connection with any such Preference Claim.

Preference Claims. (a) In the event that the Trust Collateral Agent Indenture Trustee has received a certified copy of an order of the appropriate court that any Scheduled Payment (as defined in the Note Policy) paid payment of principal and interest on a Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Collateral Agent Indenture Trustee shall so notify the InsurerCredit Enhancer, shall comply with the provisions of the Note Policy Credit Enhancement Instrument to obtain payment by the Insurer Credit Enhancer of such avoided payment, and shall, at the time it provides notice to the InsurerCredit Enhancer, notify Holders of the Notes by mail that, in the event that any Noteholder's payment is so recoverable, such Noteholder will be entitled to payment pursuant to the terms of the Note PolicyCredit Enhancement Instrument. The Trust Collateral Agent Indenture Trustee shall furnish to the Insurer Credit Enhancer at its written request, the requested records it holds in its possession evidencing the payments of principal of and interest on Notes, if any, which have been made by the Trust Collateral Agent Indenture Trustee and subsequently recovered from Noteholders, Noteholders and the dates on which such payments were made. Pursuant to the terms of the Note PolicyCredit Enhancement Instrument, the Insurer Credit Enhancer will make such payment on behalf of the related Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order (as defined in final order of the Note Policy) court exercising jurisdiction on behalf of the Noteholders and not to the Trust Collateral Agent or Indenture Trustee, any Noteholder directly (unless a such Noteholder has previously returned principal or interest paid on the Notes to such payment to the receiver, conservator, debtor-in-possession receiver or trustee in bankruptcy, in which case the Insurer will Credit Enhancer shall make such payment to the Trust Collateral Agent Indenture Trustee for distribution payment to such Noteholder upon proof in accordance with the terms of such payment reasonably satisfactory to the InsurerCredit Enhancement Instrument). (b) The Trust Collateral Agent Indenture Trustee shall promptly notify the Insurer Credit Enhancer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent Indenture Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Note Preference Claim") of any distribution made with respect to the Notes. Each Holder, by its purchase of Notes, and the Trust Collateral Agent Indenture Trustee hereby agree that so long as an Insurer Default shall the Credit Enhancer is not have occurred and be continuingin default, the Insurer Credit Enhancer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedes as or performance bond pending any such appeal at the expense of the InsurerCredit Enhancer, but subject to reimbursement as provided in the Insurance and Indemnity Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c)3.31, the Insurer Credit Enhancer shall be subrogated to, and each Noteholder and the Trust Collateral Agent Indenture Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the trustee Indenture Trustee and each Noteholder in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim. All actions taken under this Section 3.33 by the Indenture Trustee shall be taken in accordance with the terms of the Credit Enhancement Instrument.

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

Preference Claims. (a) In the event that the Trust Collateral Agent Indenture Trustee has received a certified copy of an a final, non-appealable order of the appropriate court that any Scheduled Insured Payment (as defined in the Note Policy) paid on a Class A Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Collateral Agent Indenture Trustee shall so notify the Class A Insurer, shall comply with the provisions of the Class A Note Policy to obtain payment by the Class A Insurer of such avoided payment, and shall, at the time it provides notice to the Class A Insurer, comply with the provisions of the Class A Note Policy to obtain payment by the Class A Insurer, notify Holders of the Class A Notes by mail that, in the event that any Class A Noteholder's payment is so recoverable, such Class A Noteholder will be entitled to payment pursuant to the terms of the Class A Note Policy. The Trust Collateral Agent Indenture Trustee shall furnish to the Class A Insurer at its written request, the requested records it holds in its possession evidencing the payments of principal of and interest on the Class A Notes, if any, which have been made by the Trust Collateral Agent Indenture Trustee and subsequently recovered from any Class A Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Class A Note Policy, the Class A Insurer will make such payment on behalf of the Class A Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order (as defined in the Class A Note Policy) and not to the Trust Collateral Agent Indenture Trustee or any Class A Noteholder directly (unless a Class A Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Class A Insurer will make such payment to the Trust Collateral Agent Indenture Trustee for distribution payment, in accordance with the instructions to be provided by the Class A Insurer, to such Class A Noteholder upon proof of such payment reasonably satisfactory to the Class A Insurer). (b) Each Notice for Payment (as defined in the Class A Note Policy) shall provide that the Indenture Trustee, on its behalf and on behalf of the Class A Noteholders, thereby appoints the Class A Insurer as agent and attorney-in-fact for the Indenture Trustee and each Class A Noteholder in any legal proceeding with respect to the Class A Notes. The Trust Collateral Agent Indenture Trustee shall promptly notify the Class A Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent Indenture Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Note Preference Claim") of any distribution payment made with respect to the Class A Notes. Each HolderClass A Noteholder, by its purchase of Notesa Class A Note, and the Trust Collateral Agent Indenture Trustee hereby agree that so long as an a Class A Insurer Default shall not have occurred and be continuing, the Class A Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedes as supersedeas or performance bond pending any such appeal at the expense of the Class A Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c)5.17, the Class A Insurer shall be subrogated to, and each Class A Noteholder and the Trust Collateral Agent Indenture Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the trustee Indenture Trustee and each Class A Noteholder in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding Proceeding action with respect to any court order issued in connection with any such Preference Claim.

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

Preference Claims. (a) In the event that the Trust Collateral Agent Trustee has received a certified copy of an a final, non-appealable order of the appropriate court that any Scheduled Payment (as defined in the Note Policy) paid on a Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Collateral Agent Trustee shall so notify the Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Insurer of such avoided payment, and shall, at the time it provides notice to the Insurer, comply with the provisions of the Note Policy to obtain payment by the Insurer, notify Holders of the Notes by mail that, in the event that any Noteholder's payment is so recoverable, such Noteholder will be entitled to payment pursuant to the terms of the Note Policy. The Trust Collateral Agent Trustee shall furnish to the Insurer at its written request, the requested records it holds in its possession evidencing the payments of principal of and interest on 41 Indenture Notes, if any, which have been made by the Trust Collateral Agent Trustee and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Note Policy, the Insurer will make such payment on behalf of the Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order (as defined in the Note Policy) and not to the Trust Collateral Agent Trustee or any Noteholder directly (unless a Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Trust Collateral Agent Trustee for distribution payment, in accordance with the instructions to be provided by the Insurer, to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) Each Notice of Claim shall provide that the Trustee, on its behalf and on behalf of the Noteholders, thereby appoints the Insurer as agent and attorney-in-fact for the Trustee and each Noteholder in any legal proceeding with respect to the Notes. The Trust Collateral Agent Trustee shall promptly notify the Insurer of any proceeding Proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Note Preference Claim") of any distribution payment made with respect to the Notes. Each HolderNoteholder, by its purchase of Notes, and the Trust Collateral Agent Trustee hereby agree that so long as an Insurer Default shall not have occurred and be continuing, the Insurer may at any time during the continuation of any proceeding Proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedes as supersedeas or performance bond pending any such appeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c)5.18, the Insurer shall be subrogated to, and each Noteholder and the Trust Collateral Agent Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the trustee Trustee and each Noteholder in the conduct of any proceeding Proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding Proceeding action with respect to any court order issued in connection with any such Preference Claim.

Preference Claims. (a) In the event that the Trust Collateral Agent has received a certified copy of an a final, non-appealable order of the appropriate court that any Scheduled Covered Payment (as such term is defined in the Note Policy) paid on a Note Secured Obligation has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Collateral Agent shall so notify the Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Insurer of such avoided payment, and shall, at the time it provides notice to the Insurer, notify Holders comply with the provisions of the Notes Policy to obtain payment by mail the Insurer, notify the Lender that, in the event that any Noteholder's such payment is so recoverable, such Noteholder the Lender will be entitled to payment pursuant to the terms of the Note Policy. The Trust Upon written request, the Collateral Agent shall furnish to the Insurer its records evidencing the payments Covered Payments in respect of principal of and interest on NotesSecured Obligations, if any, which have been made by the Trust Collateral Agent and subsequently recovered from Noteholdersthe Lender, and the dates on which such payments were made. Pursuant to the terms of the Note Policy, the Insurer will make such payment on behalf of the Noteholder Lender to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Final Order (as defined in the Note Policy) and not to the Trust Collateral Agent or any Noteholder the Lender directly (unless a Noteholder the Lender has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Trust Collateral Agent for distribution to such Noteholder Lender upon proof of such payment reasonably satisfactory to the Insurer). (b) Each Notice of Claim shall provide that the Collateral Agent, on its behalf and on behalf of the Lender, thereby appoints the Insurer as agent and attorney-in-fact for the Collateral Agent and the Lender in any legal proceeding with respect to the Secured Obligations. The Trust Collateral Agent shall promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Note Preference Claim") ---------------- of any distribution payment made with respect to the NotesSecured Obligations. Each Holder, by its purchase of Notes, The Lender and the Trust Collateral Agent hereby agree that so long as an Insurer Default shall not have occurred and be continuing, the Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedes as supersedeas or performance bond pending any such appeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c6.01(c), the Insurer shall be subrogated to, and each Noteholder the Lender and the Trust --------------- Collateral Agent hereby delegate and assign, to the fullest extent permitted by law, the rights of the trustee Lender and each Noteholder the Collateral Agent in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.

Preference Claims. (a) In the event that the Trust Collateral Agent Indenture Trustee has received a certified copy of an order of the appropriate court that any Scheduled Payment payment of principal or interest (as defined in the Note Policyother than Overdue Class A Interest or Incremental Class A Interest) paid on a Class A Note has been avoided in whole or in part as a preference payment under applicable U.S. or Canadian bankruptcy law, the Trust Collateral Agent Indenture Trustee shall so notify the Class A Note Insurer, shall comply with the provisions of the Class A Note Policy to obtain payment by the Class A Note Insurer of such avoided payment, and shall, at the time it provides notice to the Class A Note Insurer, notify Holders of the Class A Notes by mail that, in the event that any NoteholderHolder's payment is so recoverable, such Noteholder Holder will be entitled to payment pursuant to the terms of the Class A Note Policy. The Trust Collateral Agent Indenture Trustee shall furnish to the Class A Note Insurer its records evidencing the payments of principal of and interest on the Class A Notes, if any, which have been made by the Trust Collateral Agent Indenture Trustee and subsequently recovered from NoteholdersHolders of Class A Notes, and the dates on which such payments were made. Pursuant to the terms of the Class A Note Policy, the Class A Note Insurer will make such payment on behalf of the Noteholder Holder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order (as defined in the Class A Note Policy) or to the Indenture Trustee for distribution to such receiver, conservator, debtor-in-possession or trustee in bankruptcy and not to the Trust Collateral Agent or any Noteholder Holder directly (unless a Noteholder Holder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Class A Note Insurer will make such payment to such Holder or to the Trust Collateral Agent Indenture Trustee for distribution distribution, in accordance with the instructions to be provided by the Class A Note Insurer, to such Noteholder Holder upon proof of such payment reasonably satisfactory to the Class A Note Insurer). (b) Each Notice of Claim shall provide that the Indenture Trustee, on its behalf and on behalf of the Holders of Class A Notes, thereby appoints the Class A Note Insurer as agent and attorney-in-fact for the Indenture Trustee and each Holder of Class A Notes in any legal proceeding with respect to the Class A Notes. The Trust Collateral Agent Indenture Trustee shall promptly notify the Class A Note Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent Indenture Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Note Preference Claim") of any distribution made with respect to the Class A Notes. Each HolderHolder of Class A Notes, by its purchase of Notesthereof, and the Trust Collateral Agent Indenture Trustee hereby agree that so long as an Class A Note Insurer Default shall not have occurred and be continuing, the Class A Note Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedes as supersedeas or performance bond pending any such appeal at the expense of the Class A Note Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c13.01(c), the Class A Note Insurer shall be subrogated to, and each Noteholder Holder of Class A Notes and the Trust Collateral Agent Indenture Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the trustee Indenture Trustee and each Noteholder Holder in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.

Preference Claims. (a) In the event that the Trust Collateral Agent Trustee has received a certified copy of an order of the an appropriate court that any Scheduled Payment (as defined in the Note Policy) Guaranteed Distributions paid on a Note Certificate has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Collateral Agent Trustee shall so notify the Certificate Insurer, shall comply with the provisions of the Note Certificate Policy to obtain payment by the Certificate Insurer of such avoided payment, and shall, at the time it provides notice to the Insurer, Certificate Insurer notify Holders of the Notes Certificates by mail that, in the event that any NoteholderCertificateholder's payment is so recoverable, such Noteholder Certificateholder will be entitled to payment pursuant to the terms of the Note Certificate Policy. The Trust Collateral Agent shall furnish to the Insurer its records evidencing the payments of principal of and interest on Notes, if any, which have been made by the Trust Collateral Agent and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Note Certificate Policy, the Certificate Insurer will make such payment on behalf of the Noteholder Certificateholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order (as defined in the Note Certificate Policy) and not to the Trust Collateral Agent Trustee or any Noteholder Certificateholder directly (unless a Noteholder Certificateholder has previously paid such payment to the receiver, conservator, debtor-debtor- in-possession or trustee in bankruptcy, in which case the Certificate Insurer will make such payment to the Trust Collateral Agent Trustee for distribution to such Noteholder Certificateholder upon proof of such payment reasonably satisfactory to the Certificate Insurer). (b) The Trust Collateral Agent Trustee shall promptly notify the Certificate Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Note Preference Claim") of any distribution made with respect to the NotesCertificates. Each Holder, by its purchase of NotesCertificates, and the Trust Collateral Agent Trustee hereby agree that so long as an a Certificate Insurer Default shall not have occurred and be continuing, the Certificate Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedes as supersede or performance bond pending any such appeal at the expense of the Certificate Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c4.04(c), the Certificate Insurer shall be subrogated to, and each Noteholder Certificateholder and the Trust Collateral Agent Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the trustee Trustee and each Noteholder Certificateholder in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.

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

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

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

Preference Claims. (a) In the event that the Trust Collateral Agent Trustee has received a certified copy of an a final non-appealable order of the appropriate court of applicable jurisdiction that any Scheduled Payment (as defined in the Note Policy) Noteholders' Interest Distributable Amount, Noteholders' Principal Distributable Amount or Accelerated Principal Distributable Amount paid on a Note has been avoided in whole or in part as a preference payment under applicable bankruptcy lawthe United States Bankrutpcy Code (11 U.S.C.), (a "Note Preference Amount") the Trust Collateral Agent Trustee shall so notify the Security Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Security Insurer of such avoided payment, Note Preference Amount and shall, at the time it provides notice to the Security Insurer, notify Holders of the Notes by mail that, in the event that any Noteholder's payment is so recoverable, such Noteholder will be entitled to payment pursuant to the terms of the Note Policy. The Trust Collateral Agent Trustee shall furnish to the Security Insurer its records evidencing the payments of principal of and interest on Notes, if any, which have been made by the Trust Collateral Agent Trustee and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Note Policy, the Security Insurer will make such payment on behalf of the Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order (as defined manner set forth in the Note Policy) and not to the Trust Collateral Agent or any Noteholder directly (unless a Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Trust Collateral Agent for distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) The Trust Collateral Agent Trustee shall promptly notify the Security Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Note Preference Claim") of any distribution made with respect to the Notes. Each Holder, by its purchase of Notes, and the Trust Collateral Agent Trustee hereby agree that so long as an Insurer Default shall not have occurred and be continuing, the Security Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedes as supersedeas or performance bond pending any such appeal at the expense of the Security Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c5.18(c), the Security Insurer shall be subrogated to, and each Noteholder and the Trust Collateral Agent Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the trustee Trustee and each Noteholder in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.

Preference Claims. (a) In the event that the Trust Collateral Agent Indenture Trustee has received a certified copy of an order of the appropriate court that any Scheduled Payment (as defined in the Note Policy) paid payment on a Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Collateral Agent Indenture Trustee shall so notify the Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Insurer of such avoided payment, and shall, at the time it provides notice to the Insurer, notify Holders of the Notes Noteholders by mail that, in the event that any Noteholder's payment is so recoverable, such Noteholder will be entitled to payment pursuant to the terms of the Note Policy. The Trust Collateral Agent Indenture Trustee shall furnish to the Insurer at its written request, the requested records it holds in its possession evidencing the payments of principal of and interest on Notes, if any, which have been made by the Trust Collateral Agent Indenture Trustee and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Note Policy, the Insurer will make such payment on behalf of the Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Final Order (as defined in the Note Policy) and and, except as provided in the Policy, not to the Trust Collateral Agent Indenture Trustee or any Noteholder directly (unless a Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Trust Collateral Agent for distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer)directly. (b) The Trust Collateral Agent Indenture Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent Indenture Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Note Preference Claim") of any distribution made with respect to the Notes. ---------------- Each HolderNoteholder, by its purchase of Notes, and the Trust Collateral Agent Indenture Trustee hereby agree that so long as an Insurer Default shall not have occurred and be continuing, the Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedes as or performance bond pending any such appeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c)5.20, the Insurer shall be subrogated to, and each Noteholder and the Trust Collateral Agent Indenture Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the trustee Indenture Trustee and each Noteholder in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.

Preference Claims. (a) In the event that the Trust Collateral Agent Indenture Trustee has received a certified copy of an order of the appropriate court that any Scheduled Insured Payment (as defined in the Note Policy) paid on a Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Collateral Agent Indenture Trustee shall so notify the Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Insurer of such avoided payment, and shall, at the time it provides notice to the Insurer, notify Holders of the Notes by mail that, in the event that any Noteholder's payment is so recoverable, such Noteholder will be entitled to payment pursuant to the terms of the Note Policy. The Trust Collateral Agent Indenture Trustee shall furnish to the Insurer its records evidencing the payments of principal of and interest on the Notes, if any, which have been made by the Trust Collateral Agent Indenture Trustee and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Note Policy, the Insurer will make such payment on behalf of the Noteholder to the receiver, conservator, debtor-in-possession receiver or trustee in bankruptcy named in the Order (as defined in final order of the Note Policy) court exercising jurisdiction on behalf of the Noteholder and not to the Trust Collateral Agent or any Noteholder directly (unless a Noteholder has previously paid returned principal or interest on the Notes to such payment to the receiver, conservator, debtor-in-possession receiver or trustee in bankruptcy, in which case the Insurer will make such payment to the Trust Collateral Agent Indenture Trustee for distribution payment to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) The Trust Collateral Agent Indenture Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent Indenture Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Note Preference Claim") of any distribution payment made with respect to the Notes. Each Holder, by its purchase of Notes, and the Trust Collateral Agent Indenture Trustee hereby agree agrees that so long as an Insurer Default shall not have occurred and be continuing, the Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedes as supersedeas or performance bond pending any such appeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance Agreementappeal. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c5.01(d), the Insurer shall be subrogated to, and each Noteholder and the Trust Collateral Agent Indenture Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the trustee Indenture Trustee and each Noteholder in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.

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

Preference Claims. (a) In the event that the Trust Collateral Agent Trustee has received a certified copy of an order of the appropriate court that any Scheduled Payment (as defined in the Note Policy) Interest Distributable Amount or Note Principal Distributable Amount paid on a Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Collateral Agent Trustee shall so notify the Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Insurer of such avoided payment, and shall, at the time it provides notice to the Insurer, notify Holders of the Notes by mail that, in the event that any Noteholder's payment is so recoverable, such Noteholder will be entitled to payment pursuant to the terms of the Note Policy. The Trust Collateral Agent Trustee shall furnish to the Insurer its records evidencing the payments of principal of and interest on Notes, if any, which have been made by the Trust Collateral Agent Trustee and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Note Policy, the Insurer will make such payment on behalf of the Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order (as such term is defined in the Note Policy) and not to the Trust Collateral Agent Trustee or any Noteholder directly (unless a Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Insurer will make such payment to the Trust Collateral Agent Trustee for distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Insurer). (b) The Trust Collateral Agent To the extent that a Responsible Officer of the Trustee has actual knowledge thereof, the Trustee shall promptly notify the Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Note Preference Claim") of any distribution made with respect to the Notes. Each Holder, by its purchase of Notes, and the Trust Collateral Agent Trustee hereby agree that so long as an Insurer Default shall not have occurred and be continuing, the Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedes as supersedeas or performance bond pending any such appeal at the expense of the Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.1(c5.18(c), the Insurer shall be subrogated to, and each Noteholder and the Trust Collateral Agent Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the trustee Trustee and each Noteholder in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim. In addition, for so long as the Insurer guarantees amounts owing under the RIC and has not defaulted in the making of any payment required to be made by it pursuant to such guaranty, the Insurer shall have the right to initiate and control a proceeding against the obligor under the 42 49 RIC but only to the extent such proceeding relates to the amounts so guaranteed and no settlement of any other proceeding or claim that would adversely affect the Insurer's rights to recover such amounts shall be affected without the prior written consent of the Insurer.

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

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