Common use of The Policy Clause in Contracts

The Policy. (a) On each Determination Date, the Indenture Trustee shall determine, with respect to the immediately following Payment Date, based solely on the information contained in the Manager Report, whether there exists a Deficiency Amount. (b) If there exists a Deficiency Amount which is an Insured Amount with respect to a Payment Date, the Indenture Trustee shall complete a Notice in the form of Exhibit A to the Policy and submit such claim for such Insured Amount to the Series Enhancer in accordance with the terms of the Policy. Any payment made by the Series Enhancer under the Policy shall be applied solely to the payment of principal or interest (other than Default Fees) on the Series 2006-1 Notes subject to the terms of the Policy. (c) The Indenture Trustee shall (i) receive Insured Payments as attorney-in-fact of each of the Series 2006-1 Noteholders and (ii) disburse such Insured Amount directly to the Series 2006-1 Noteholders. The Issuer hereby agrees for the benefit of the Series Enhancer (and each Series 2006-1 Noteholder, by acceptance of its Series 2006-1 Notes, will be deemed to have agreed) that, without limiting any other rights of the Series Enhancer, to the extent the Series Enhancer pays, or causes to be paid, Insured Payments, either directly or indirectly (as by paying through distribution to the Indenture Trustee), to the Series 2006-1 Noteholders, the Series Enhancer will be entitled to receive the related Reimbursement Amount pursuant to Section 302 hereof in lieu of the Noteholders and will be subrogated to their payment rights thereunder. (d) The Series 2006-1 Notes will be insured by the Policy pursuant to the terms set forth therein, notwithstanding any provisions to the contrary contained in this

The Policy. (a) On each Determination Date, the Indenture Trustee shall determine, with respect to the immediately following Payment Date, based solely on the information contained in the Manager Report, whether there exists a Deficiency Amount. (b) If there exists a Deficiency Amount which is an Insured Amount with respect to a Payment Date, the Indenture Trustee shall complete a Notice in the form of Exhibit A to the Policy and submit such claim for such Insured Amount to the Series Enhancer in accordance with the terms of the Policy. Any payment made by the Series Enhancer under the Policy shall be applied solely to the payment of principal or interest (other than Default Fees) on the Series 2006-1 Notes subject to the terms of the Policy. (c) The Indenture Trustee shall Transferor hereby represents that (i) receive Insured Payments as attorney-in-fact of each it has obtained the Policy in the name of the Series 2006-1 Noteholders Trustee and (ii) disburse such Insured Amount directly to the Series 2006-1 Noteholders. The Issuer hereby agrees solely for the benefit of the Series Enhancer 1999-2 Securityholders, (ii) that it has entered into the Insurance Agreement which provides for the issuance of the Policy by the Insurer and each Series 2006-1 Noteholder(iii) that the Policy permits the Trustee (or the Servicer on its behalf) to draw on the Policy from time to time for the purposes set forth in this Supplement. The Insurer shall not be entitled to reimbursement for any draws, by acceptance interest or fees with respect to the Policy from the corpus of its Series 2006-1 Notesthe Trust, except as specifically provided herein. (b) Pursuant to the Policy, if on any Determination Date the Servicer notifies the Trustee that on the related Distribution Date (i) the funds that will be deemed on deposit in the Interest Funding Account available for distribution are insufficient to have agreedpay the Class A Monthly Interest with respect to such Monthly Period or the Servicing Fee with respect to such Monthly Period will not otherwise be paid in full,(ii) thata Potential Class A Charge-Off shall occur, without limiting any then the Trustee shall give notice to the Insurer by telecopy or other rights writing by the close of business on the second Business Day prior to the Distribution Date demanding payment of an amount equal to the deficiency. In addition, if on the Scheduled Series 1999-2 Termination Date the outstanding principal amount of the Class A Securities after application of all amounts to Class A Principal on such date would be greater than zero, the Trustee shall give notice to the Insurer by telecopy or other writing by the close of business on the second Business Day prior to the Scheduled Series Enhancer1999-2 Termination Date demanding payment of an amount equal to such excess (the amount demanded pursuant to this sentence and the preceding sentence, the "Policy Claim Amount"). Following receipt by the Insurer of such notice, the Insurer will pay the Policy Claim Amount before 12:00 noon on the Business Day preceding the Distribution Date (i) with respect to funds to be applied to the payment of Class A Monthly Interest, to the extent Trustee for deposit in the Series Enhancer paysDistribution Account, or causes (ii) with respect to funds to be paid, Insured Payments, either directly or indirectly (as by paying through distribution applied to the Indenture Trustee)payment of the Monthly Servicing Fee, to the Servicer and (iii) with respect to funds to be applied with respect to a Potential Class A Charge-Off, to the Trustee to be treated as Available Series 20061999-1 Noteholders2 Principal Collections and deposited in the Distribution Account. If payment of any amount guaranteed by the Insurer pursuant to the Policy is avoided as a preference payment (the "Preference Amount") under applicable bankruptcy, insolvency, receivership or similar law in the event of an insolvency of the Transferor, the Series Enhancer Servicer, Metris Companies Inc. or the Trust, the Insurer will pay such amount out of its funds on the later of (a) the date when due to be entitled to receive the related Reimbursement Amount paid pursuant to Section 302 hereof in lieu the Order referred to below or (b) the first to occur of (i) the fourth business day following Receipt by the Insurer or the fiscal agent from the Trustee of (A) a certified copy of the Noteholders and will be subrogated order (the "Order") of the court or other governmental body which exercised jurisdiction to their the effect that the Trustee is required to return the amount of any Policy Claim Amounts distributed with respect to the Class A Securities during the term of the Policy because such distributions were avoidable preference payments under applicable bankruptcy law, (B) a notice for payment rights thereunder. (d) The Series 2006-1 Notes will be insured in the form specified by the Policy pursuant and (C) an assignment duly executed and delivered by the Class A Securityholder, in such form as is reasonably required by the Insurer and provided to the terms set forth thereinClass A Securityholder by the Insurer, notwithstanding any provisions irrevocably assigning to the contrary contained Insurer all rights and claims of the Class A Securityholder relating to or arising under the Class A Securities against the debtor which made such preference payment or otherwise with respect to such preference payment or (ii) the date of Receipt by the Insurer or the fiscal agent from the Trustee of the items referred to in thisclauses (A), (B) and (C) above if, at least four business days prior to such date of Receipt, the Insurer or the fiscal agent shall have Received written notice from the Trustee that such items were to be delivered on such date and such date was specified in such notice. Such payment shall be disbursed to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order and not to the Trustee or Class A Securityholder directly.

The Policy. (a) On If, pursuant to Section 4.04(a)(v), the Master Servicer determines that the Deficiency Amount for such Distribution Date is greater than zero, the Trustee shall complete the Notice and submit such Notice in accordance with the Policy to the Insurer no later than 12:00 P.M., New York City time, on the Business Day immediately preceding each Determination Distribution Date, as a claim for an Insured Payment (provided that the Indenture Trustee shall determine, with respect to the immediately following Payment Date, based solely submit such notice on the information contained second Business Day immediately preceding such Distribution Date if it is able to do so) in the Manager Report, whether there exists a an amount equal to such Deficiency Amount. (b) If there exists a Upon receipt of an Insured Payment from the Insurer on behalf of the Class A-6 Certificateholders, the Trustee shall deposit such Insured Payment in the Certificate Account. The Trustee shall distribute on each Distribution Date the Deficiency Amount which is an Insured Amount for such Distribution Date from the Certificate Account, together with respect the distributions due to a Payment the Class A-6 Certificateholders on such Distribution Date, as follows: (i) the Indenture Trustee portion of any such Deficiency Amount related to clause (i) of the definition of Deficiency Amount shall complete a Notice in the form of Exhibit A be distributed to the Policy and submit such claim for such Insured Amount to the Series Enhancer Class A-6 Certificateholders in accordance with Section 4.02(c)(i), (ii) the terms portion of any such Deficiency Amount related to clause (ii) of the Policy. Any payment made by the Series Enhancer under the Policy definition of Deficiency Amount shall be applied solely distributed to the payment Class A-6 Certificateholders in accordance with Section 4.02(c)(v) and (vi); and (iii) the portion of principal or interest any such Deficiency Amount related to clause (other than Default Feesiii) on of the Series 2006-1 Notes subject definition of Deficiency Amount shall be distributed to the terms of the PolicyClass A-6 Certificateholders in accordance with Section 9.01(c). (c) The Indenture Trustee shall (i) receive Insured Payments as attorney-in-fact of each of Class A-6 Certificateholder any Insured Payment from the Series 2006-1 Noteholders Insurer and (ii) disburse distribute such Insured Amount directly Payment to such Class A-6 Certificateholders as set forth in subsection (b) above. Insured Payments disbursed by the Trustee from proceeds of the Policy shall not be considered payment by the Trust Fund with respect to the Series 2006-1 NoteholdersClass A-6 Certificates, nor shall such disbursement of such Insured Payments discharge the obligations of the Trust Fund with respect to the amounts thereof, and the Insurer shall become owner of such amounts to the extent covered by such Insured Payments as the deemed assignee and subrogee of such Class A-6 Certificateholders. The Issuer Trustee hereby agrees on behalf of each Class A-6 Certificateholder (and each Class A-6 Certificateholder, by its acceptance of its Class A-6 Certificates, hereby agrees) for the benefit of the Series Enhancer (and each Series 2006-1 Noteholder, by acceptance of its Series 2006-1 Notes, will be deemed to have agreed) that, without limiting any other rights of Insurer that the Series Enhancer, Trustee shall recognize that to the extent the Series Enhancer pays, or causes to be paid, Insurer makes Insured Payments, either directly or indirectly (as by paying through distribution to the Indenture Trustee), to the Series 2006-1 NoteholdersClass A-6 Certificateholders, the Series Enhancer Insurer will be entitled to receive the related Reimbursement Amount pursuant to Section 302 hereof in lieu of the Noteholders and will be subrogated to their payment the rights thereunderof the Class A-6 Certificateholders to the extent of such payments. (d) The Series 2006-1 Notes will be insured by Upon payment in full of the Class A-6 Certificates, the Trustee shall surrender the Policy pursuant to the terms set forth therein, notwithstanding any provisions to the contrary contained in thisInsurer.

The Policy. (a) On or before each Determination Date, Date the Indenture Trustee shall determinecalculate the Deficiency Amount, if any, with respect to the immediately following Payment Date, based solely on the information contained in the Manager Report, whether there exists a Deficiency Amount. (b) If there exists the Indenture Trustee determines pursuant to paragraph (a) above that a Deficiency Amount which is an Insured Amount with respect to a Payment Datewould exist, the Indenture Trustee shall complete a Notice in the form of Exhibit A to the Policy and submit such notice to the Note Insurer no later than 12:00 p.m., New York City time on the second Business Day preceding such Payment Date as a claim for such Insured Amount a payment in an amount equal to the Series Enhancer in accordance with the terms of the Policy. Any payment made by the Series Enhancer under the Policy shall be applied solely to the payment of principal or interest (other than Default Fees) on the Series 2006-1 Notes subject to the terms of the PolicyDeficiency Amount. (c) Upon receipt of payments made pursuant to the Policy from the Note Insurer on behalf of Noteholders, the Indenture Trustee shall deposit such payments in the Note Account and shall distribute such payments, or the proceeds thereof, in accordance with Section 8.06(b) to the Noteholders. (d) The Indenture Trustee shall (i) receive Insured Payments payments made pursuant to a Policy as attorney-in-fact of each of Noteholder receiving any Insured Payment from the Series 2006-1 Noteholders Note Insurer and (ii) disburse such Insured Amount directly Payment to the Series 2006-1 NoteholdersNoteholders as set forth in Section 8.06(b) hereof. The Issuer Note Insurer shall be entitled to receive the Reimbursement Amount pursuant to Section 8.06(b)(viii) with respect to each Insured Payment made by the Note Insurer. The Indenture Trustee hereby agrees on behalf of each Noteholder and the Trust for the benefit of the Series Enhancer (and each Series 2006-1 Noteholder, by acceptance of its Series 2006-1 Notes, will be deemed to have agreed) that, without limiting any other rights of the Series Enhancer, Note Insurer that it recognizes that to the extent the Series Enhancer pays, or causes Note Insurer makes payments pursuant to be paid, Insured Paymentsa Policy, either directly or indirectly (as by paying through distribution to the Indenture Trustee), to the Series 2006-1 Noteholders, the Series Enhancer will be entitled to receive the related Reimbursement Amount pursuant to Section 302 hereof in lieu of the Noteholders and Note Insurer will be subrogated to their payment rights thereunderthe Noteholders and entitled to receive such Reimbursement Amount. (d) The Series 2006-1 Notes will be insured by the Policy pursuant to the terms set forth therein, notwithstanding any provisions to the contrary contained in this

The Policy. (a) On each Determination DateThe Issuer hereby represents that (i) it has obtained the Insurance Policy in the name, and for the Indenture benefit and security, of the Trustee, acting on behalf of the Class A Noteholders, (ii) it has entered into the Insurance Agreement which provides for the issuance of the Insurance Policy by the Insurer and (iii) the Insurance Policy permits the Trustee to draw on the Insurance Policy from time to time for the purposes set forth in this Agreement. The Insurer shall determinenot be entitled to reimbursement for any draws, interest or fees with respect to the Insurance Policy, except as specifically provided herein. (i) If on any Determination Date Available Funds and amounts on deposit in the Reserve Account are insufficient to pay the interest set forth in clause (i) of the definition of Accrued Interest (excluding interest on past due Accrued Interest) on the Class A Notes in accordance with the Priority of Payments or Section 11.7, as applicable, on the immediately following Payment Date, based solely then the Trustee will no later than 10:00 a.m. New York City time on the information contained second Business Day prior to the Payment Date make a claim under the Insurance Policy in accordance with the procedures set forth in the Manager ReportInsurance Policy in an amount equal to such insufficiency and (ii) if on the Determination Date immediately preceding the Rated Final Maturity Date Available Funds and amounts on deposit in the Reserve Account are insufficient to reduce the Aggregate Principal Amount of the Class A Notes to zero on the Rated Final Maturity Date, whether there exists then the Trustee will no later than 10:00 a.m. New York City time on the second Business Day prior to the Payment Date make a Deficiency Amount. claim under the Insurance Policy in an amount necessary to reduce the Aggregate Principal Amount of the Class A Notes to zero on such Payment Date (bthe aggregate amounts demanded in (i) If there exists a Deficiency Amount which is an Insured Amount with respect and (ii) pursuant to a this sentence on any Payment Date, the Indenture Trustee shall complete a Notice in the form of Exhibit A “Deficiency Amount.”) Pursuant to the Policy and submit such claim for such Insured Amount to the Series Enhancer in accordance with the terms of the Insurance Policy. Any payment made , following receipt by the Series Enhancer under Insurer of such demand, the Policy shall be applied solely to Insurer will pay the payment Deficiency Amount by the later of principal or interest (other than Default Fees) on the Series 2006-1 Notes subject to the terms of the Policy. (c) The Indenture Trustee shall (i) receive Insured Payments as attorney-in-fact of each of 12:00 noon, New York City time, on the Series 2006-1 Noteholders applicable Payment Date and (ii) disburse 12:00 noon, New York City time, on the second Business Day following receipt by the Insurer of the appropriate demand for payment. If any portion or all of any amount insured under the Insurance Policy which was previously distributed to a holder of Class A Notes (other than any distribution comprised of amounts paid by the Insurer) is recoverable and recovered from such Holder as a voidable preference by a trustee in bankruptcy pursuant to the Bankruptcy Code pursuant to a final non-appealable order of a court exercising proper jurisdiction in an insolvency proceeding (a “Final Order”) (such recovered amount, a “Preference Amount”), pursuant to the Insurance Policy, the Insurer will pay as an Insured Amount directly an amount equal to each such Preference Amount by 12:00 noon on the second Business Day following receipt by the Insurer on a Business Day of (x) a certified copy of the Final Order, together with an opinion of counsel satisfactory to the Series 2006Insurer that such order is final and not subject to appeal, (y) an assignment, in such form reasonably satisfactory to the Insurer, irrevocably assigning to the Insurer all rights and claims of the Trustee and/or such Holder of the Class A Notes relating to or arising under such Preference Amount and constituting an appropriate instrument, in form satisfactory to the Insurer, appointing the Insurer as the agent of the Trustee and/or such Holder in respect of such Preference Amount and (z) a notice appropriately completed and executed by the Trustee or such Holder, as the case may be. Such payment shall be made to the receiver, conservator, debtor-1 Noteholdersin-possession or trustee in bankruptcy named in the Final Order and not to the Trustee or Holder of the Class A Notes directly (unless the Holder has previously paid such amount to such receiver, conservator, debtor-in-possession or trustee named in such Final Order in which case payment shall be made to the Trustee for distribution to the Holder upon delivery of proof of such payment reasonably satisfactory to Insurer). The Issuer hereby agrees for the benefit Insurer shall not be (i) required to make any payment in respect of the Series Enhancer (and each Series 2006-1 Noteholder, by acceptance of its Series 2006-1 Notes, will be deemed to have agreed) that, without limiting any other rights of the Series Enhancer, Preference Amount to the extent such Preference Amount is comprised of amounts previously paid by the Series Enhancer paysInsurer under the Insurance Policy, or causes (ii) obligated to be paidmake any payment in respect of any Preference Amount, Insured Paymentswhich payment represents a payment of the principal amount of any Class A Notes, either directly or indirectly (as by paying through distribution prior to the Indenture Trustee)time the Insurer otherwise would have been required to make a payment in respect of such principal, to in which case the Series 2006-1 Noteholders, Insurer shall pay the Series Enhancer will be entitled to receive the related Reimbursement Amount pursuant to Section 302 hereof in lieu balance of the Noteholders and will be subrogated to their payment rights thereunderPreference Amount when such amount otherwise would have been required. (d) The Series 2006-1 Notes will be insured by the Policy pursuant to the terms set forth therein, notwithstanding any provisions to the contrary contained in this

The Policy. (a) On each Determination DateThe Issuer hereby represents that (i) it has obtained the Insurance Policy in the name, and for the Indenture benefit and security, of the Trustee, acting on behalf of the Noteholders, (ii) it has entered into the Insurance Agreement which provides for the issuance of the Insurance Policy by the Insurer and (iii) the Insurance Policy permits the Trustee to draw on the Insurance Policy from time to time for the purposes set forth in this Agreement. The Insurer shall determinenot be entitled to reimbursement for any draws, interest or fees with respect to the Insurance Policy, except as specifically provided herein. (i) If on any Determination Date Available Funds and amounts on deposit in the Reserve Account are insufficient to pay the interest set forth in clause (i) of the definition of Accrued Interest (excluding interest on past due Accrued Interest) on the Notes in accordance with the Priority of Payments or Section 11.7, as applicable, on the immediately following Payment Date, based solely then the Trustee will no later than 10:00 a.m. New York City time on the information contained fourth Business Day prior to the Payment Date make a claim under the Insurance Policy in accordance with the procedures set forth in the Manager ReportInsurance Policy in an amount equal to such insufficiency and (ii) if on the Determination Date immediately preceding the Rated Final Maturity Date Available Funds and amounts on deposit in the Reserve Account are insufficient to reduce the Aggregate Principal Amount of the Notes to zero on the Rated Final Maturity Date, whether there exists then the Trustee will no later than 10:00 a.m. New York City time on the fourth Business Day prior to the Payment Date make a Deficiency Amount. claim under the Insurance Policy in an amount necessary to reduce the Aggregate Principal Amount of the Notes to zero on such Payment Date (bthe aggregate amounts demanded in (i) If there exists a Deficiency Amount which is an Insured Amount with respect and (ii) pursuant to a this sentence on any Payment Date, the Indenture Trustee shall complete a Notice in the form of Exhibit A “Policy Claim Amount.”) Pursuant to the Policy and submit such claim for such Insured Amount to the Series Enhancer in accordance with the terms of the Insurance Policy. Any payment made , following receipt by the Series Enhancer under Insurer of such demand, the Insurer will pay the Policy shall be applied solely to Claim Amount by the payment later of principal or interest (other than Default Fees) on the Series 2006-1 Notes subject to the terms of the Policy. (c) The Indenture Trustee shall (i) receive Insured Payments as attorney-in-fact of each of 12:00 noon, New York City time, on the Series 2006-1 Noteholders applicable Payment Date and (ii) disburse such Insured Amount directly to 12:00 noon, New York City time, on the Series 2006-1 Noteholders. The Issuer hereby agrees for fourth Business Day following receipt by the benefit Insurer of the Series Enhancer (and each Series 2006-1 Noteholder, by acceptance of its Series 2006-1 Notes, will be deemed to have agreed) that, without limiting any other rights of the Series Enhancer, to the extent the Series Enhancer pays, or causes to be paid, Insured Payments, either directly or indirectly (as by paying through distribution to the Indenture Trustee), to the Series 2006-1 Noteholders, the Series Enhancer will be entitled to receive the related Reimbursement Amount pursuant to Section 302 hereof in lieu of the Noteholders and will be subrogated to their payment rights thereunderappropriate demand for payment. (d) The Series 2006-1 Notes will be insured by the Policy pursuant to the terms set forth therein, notwithstanding any provisions to the contrary contained in this

The Policy. (a) On each Determination Date, the Indenture Trustee shall determine, with respect to the immediately following Payment Date, based solely on the information contained in the Manager Report, whether there exists a Deficiency Amount. (b) If there exists a Deficiency Amount which is an Insured Amount with respect to a Payment Date, the Indenture Trustee shall complete a Notice in the form of Exhibit A to the Policy and submit such claim for such Insured Amount to the Series Enhancer in accordance with the terms of the Policy. Any payment made by the Series Enhancer under the Policy shall be applied solely to the payment of principal or interest (other than Default Fees) on the Series 2006-1 Notes subject to the terms of the Policy. (c) The Indenture Trustee shall Transferor hereby represents that (i) receive Insured Payments as attorney-in-fact of each it has obtained the Policy in the name of the Series 2006-1 Noteholders Trustee and (ii) disburse such Insured Amount directly to the Series 2006-1 Noteholders. The Issuer hereby agrees solely for the benefit of the Series Enhancer (and each Series 20062004-1 NoteholderSecurityholders, (ii) that it has entered into the Insurance Agreement which provides for the issuance of the Policy by acceptance the Insurer and (iii) that the Policy permits the Trustee (or the Servicer on its behalf) to draw on the Policy from time to time for the purposes set forth in this Series Supplement. The Insurer shall not be entitled to reimbursement for any draws, interest or fees with respect to the Policy from the corpus of its the Trust, except as specifically provided herein. (b) Pursuant to the Policy, if on any Determination Date the Servicer notifies the Trustee that on the related Distribution Date (i) the funds that will be on deposit in the Interest Funding Account and that will be available for distribution will be insufficient to pay the Class A Monthly Interest with respect to such Monthly Period, (ii) the Series 2006Servicing Fee with respect to such Monthly Period will not be paid in full, or (iii) a Potential Class A Charge-Off shall occur, then the Trustee shall give notice to the Insurer by telecopy or other writing by the close of business on the second Business Day prior to the Distribution Date demanding payment of an amount equal to the deficiency. In addition, if on the Scheduled Series 2004-1 NotesTermination Date the outstanding principal amount of the Class A Securities after application of all amounts to Class A Principal on such date would be greater than zero, the Trustee shall give notice to the Insurer by telecopy or other writing by the close of business on the second Business Day prior to the Scheduled Series 2004-1 Termination Date demanding payment of an amount equal to such excess (the amount demanded pursuant to this sentence and the preceding sentence, the "Policy Claim Amount"). Following receipt by the Insurer of such notice, the Insurer will pay the Policy Claim Amount before 12:00 noon on the Business Day preceding the Distribution Date (i) with respect to funds to be deemed applied to have agreedthe payment of Class A Monthly Interest, to the Trustee for deposit in the Distribution Account, (ii) that, without limiting any other rights with respect to funds to be applied to the payment of the Series EnhancerServicing Fee, to the extent the Series Enhancer pays, or causes Servicer and (iii) with respect to funds to be paid, Insured Payments, either directly or indirectly (as by paying through distribution applied with respect to the Indenture Trustee)a Potential Class A Charge-Off, to the Trustee to be treated as Available Series 20062004-1 NoteholdersPrincipal Collections and deposited in the Distribution Account. If payment of any amount guaranteed by the Insurer pursuant to the Policy is avoided as a preference payment (the "Preference Amount") under applicable bankruptcy, insolvency, receivership or similar law in the event of an insolvency of the Transferor, the Series Enhancer Servicer, Metris Companies Inc. or the Trust, the Insurer will pay such amount out of its funds on the later of (a) the date when due to be entitled to receive the related Reimbursement Amount paid pursuant to Section 302 hereof in lieu the Order referred to below or (b) the first to occur of (i) the fourth Business Day following Receipt by the Insurer or the fiscal agent from the Trustee of (A) a certified copy of the Noteholders and will be subrogated order (the "Order") of the court or other governmental body which exercised jurisdiction to their the effect that the Trustee is required to return the amount of any Policy Claim Amounts distributed with respect to the Class A Securities during the term of the Policy because such distributions were avoidable preference payments under applicable bankruptcy or similar law, (B) a notice for payment rights thereunder. (d) The Series 2006-1 Notes will be insured in the form specified by the Policy pursuant and (C) an assignment duly executed and delivered by each Class A Securityholder, in such form as is reasonably required by the Insurer and provided to such Class A Securityholder by the Insurer, irrevocably assigning to the terms set forth thereinInsurer all rights and claims of such Class A Securityholder relating to or arising under the Class A Securities against the debtor which made such preference payment or otherwise with respect to such preference payment or (ii) the date of Receipt by the Insurer or the fiscal agent from the Trustee of the items referred to in clauses (A), notwithstanding any provisions (B) and (C) above if, at least four Business Days prior to such date of Receipt, the Insurer or the fiscal agent shall have Received written notice from the Trustee that such items were to be delivered on such date and such date was specified in such notice. Such payment shall be disbursed to the contrary contained receiver, conservator, debtor-in-possession or trustee in thisbankruptcy named in the Order and not to the Trustee or Class A Securityholder directly.

The Policy. (a) On each Determination Date, the Indenture Trustee shall determine, with respect to the immediately following Payment Date, based solely on the information contained in the Manager Report, whether there exists a Deficiency Amount. (b) If there exists a Deficiency Amount which is an Insured Amount with respect to a Payment Date, the Indenture Trustee shall complete a Notice in the form of Exhibit A to the Policy and submit such claim for such Insured Amount to the Series Enhancer in accordance with the terms of the Policy. Any payment made by the Series Enhancer under the Policy shall be applied solely to the payment of principal or interest (other than Default Fees) on the Series 2006-1 Notes subject to the terms of the Policy. (c) The Indenture Trustee shall Transferor hereby represents that (i) receive Insured Payments as attorney-in-fact of each it has obtained the Policy in the name of the Series 2006-1 Noteholders Trustee and (ii) disburse such Insured Amount directly to the Series 2006-1 Noteholders. The Issuer hereby agrees solely for the benefit of the Series Enhancer (and each Series 20061999-1 NoteholderSecurityholders, (ii) that it has entered into the Insurance Agreement which provides for the issuance of the Policy by acceptance the Insurer and (iii) that the Policy permits the Trustee (or the Servicer on its behalf) to draw on the Policy from time to time for the purposes set forth in this Supplement. The Insurer shall not be entitled to reimbursement for any draws, interest or fees with respect to the Policy from the corpus of its the Trust, except as specifically provided herein. (b) Pursuant to the Policy, if on any Determination Date the Servicer notifies the Trustee that on the related Distribution Date (i) the funds that will be on deposit in the Interest Funding Account available for distribution are insufficient to pay the Class A Monthly Interest with respect to such Monthly Period or the Servicing Fee with respect to such Monthly Period will not otherwise be paid in full, (ii) a Potential Class A Charge-Off shall occur, then the Trustee shall give notice to the Insurer by telecopy or other writing by the close of business on the second Business Day prior to the Distribution Date demanding payment of an amount equal to the deficiency. In addition, if on the Scheduled Series 20061999-1 Notes, will be deemed to have agreed) that, without limiting any other rights Termination Date the outstanding principal amount of the Class A Securities after application of all amounts to Class A Principal on such date would be greater than zero, the Trustee shall give notice to the Insurer by telecopy or other writing by the close of business on the second Business Day prior to the Scheduled Series Enhancer1999-1 Termination Date demanding payment of an amount equal to such excess (the amount demanded pursuant to this sentence and the preceding sentence, the "Policy Claim Amount"). Following receipt by the Insurer of such notice, the Insurer will pay the Policy Claim Amount before 12:00 noon on the Business Day preceding the Distribution Date (i) with respect to funds to be applied to the payment of Class A Monthly Interest, to the extent Trustee for deposit in the Series Enhancer paysDistribution Account, or causes (ii) with respect to funds to be paid, Insured Payments, either directly or indirectly (as by paying through distribution applied to the Indenture Trustee)payment of the Monthly Servicing Fee, to the Servicer and (iii) with respect to funds to be applied with respect to a Potential Class A Charge-Off, to the Trustee to be treated as Available Series 20061999-1 NoteholdersPrincipal Collections and deposited in the Distribution Account. If payment of any amount guaranteed by the Insurer pursuant to the Policy is avoided as a preference payment (the "Preference Amount") under applicable bankruptcy, insolvency, receivership or similar law in the event of an insolvency of the Transferor, the Series Enhancer Servicer, Metris Companies Inc. or the Trust, the Insurer will pay such amount out of its funds on the later of (a) the date when due to be entitled to receive the related Reimbursement Amount paid pursuant to Section 302 hereof in lieu the Order referred to below or (b) the first to occur of (i) the fourth business day following Receipt by the Insurer or the fiscal agent from the Trustee of (A) a certified copy of the Noteholders and will be subrogated order (the "Order") of the court or other governmental body which exercised jurisdiction to their the effect that the Trustee is required to return the amount of any Policy Claim Amounts distributed with respect to the Class A Securities during the term of the Policy because such distributions were avoidable preference payments under applicable bankruptcy law, (B) a notice for payment rights thereunder. (d) The Series 2006-1 Notes will be insured in the form specified by the Policy pursuant and (C) an assignment duly executed and delivered by the Class A Securityholder, in such form as is reasonably required by the Insurer and provided to the terms set forth thereinClass A Securityholder by the Insurer, notwithstanding any provisions irrevocably assigning to the contrary contained Insurer all rights and claims of the Class A Securityholder relating to or arising under the Class A Securities against the debtor which made such preference payment or otherwise with respect to such preference payment or (ii) the date of Receipt by the Insurer or the fiscal agent from the Trustee of the items referred to in thisclauses (A), (B) and (C) above if, at least four business days prior to such date of Receipt, the Insurer or the fiscal agent shall have Received written notice from the Trustee that such items were to be delivered on such date and such date was specified in such notice. Such payment shall be disbursed to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order and not to the Trustee or Class A Securityholder directly.

The Policy. (a) On each Determination Date, the Indenture Trustee shall determine, with respect to the immediately following Payment Date, based solely on the information contained in the Manager Report, whether there exists a Deficiency Amount. (b) If there exists a Deficiency Amount which is an Insured Amount with respect to a Payment Date, the Indenture Trustee shall complete a Notice in the form of Exhibit A to the Policy and submit such claim for such Insured Amount to the Series Enhancer in accordance with the terms of the Policy. Any payment made by the Series Enhancer under the Policy shall be applied solely to the payment of principal or interest (other than Default FeesFees and Step-Up VFN Fee) on the Series 2006-1 2 Notes subject to the terms of the Policy. (c) The Indenture Trustee shall (i) receive Insured Payments as attorney-in-fact of each of the Series 2006-1 2 Noteholders and (ii) disburse such Insured Amount Payment directly to the Series 2006-1 2 Noteholders. The Issuer hereby agrees for the benefit of the Series Enhancer (and each Series 2006-1 2 Noteholder, by acceptance of its Series 2006-1 2 Notes, will be deemed to have agreed) that, without limiting any other rights of the Series Enhancer, to the extent the Series Enhancer pays, or causes to be paid, Insured Payments, either directly or indirectly (as by paying through distribution to the Indenture Trustee), to the Series 2006-1 2 Noteholders, the Series Enhancer will be entitled to receive the related Reimbursement Amount pursuant to Section 302 hereof in lieu of the Noteholders and will be subrogated to their payment rights thereunder. (d) The Series 2006-1 2 Notes will be insured by the Policy pursuant to the terms set forth therein, notwithstanding any provisions to the contrary contained in thisthis Supplement. All amounts received under the Policy shall be used solely for the payment when due to the Series 2006-2 Noteholders of the Insured Amount. (e) If a Corporate Trust Officer of the Indenture Trustee at any time has actual knowledge that a Deficiency Amount will exist on the applicable Payment Date, the Indenture Trustee shall immediately notify the Series Enhancer, Series 2006-2 Noteholders and each Interest Rate Hedge Provider of the amount of such deficiency. (f) Anything herein to the contrary notwithstanding, any payment with respect to the principal of or interest on the Series 2006-2 Notes which is made with monies received pursuant to the terms of the Policy shall not be considered payment by the Issuer of the Series 2006-2 Notes, shall not discharge the Issuer in respect of its obligation to make such payment, and shall not result in the payment of, or the provision for the payment of, the principal of or interest on, the Series 2006-2 Notes for purposes of Section 203 hereof or of the Indenture. The Issuer and the Indenture Trustee acknowledge that, without the need for any further action on the part of the Series Enhancer, the Issuer, the Indenture Trustee or the Note Registrar, (i) to the extent the Series Enhancer makes payments, directly or indirectly, on account of principal of, or interest on, the Series 2006-2 Notes to the Series 2006-2 Noteholders, the Series Enhancer will be fully subrogated to the rights of such Series 2006-2 Noteholders to receive such principal and interest from the Issuer, and (ii) the Series Enhancer shall be paid such principal and interest in its capacity as partial subrogee of the Series 2006-2 Noteholders, but only from the sources and in the manner provided herein for the payment of such principal and interest. To evidence the Series Enhancer’s subrogation to the rights of the Series 2006-2 Noteholders, the Note Registrar shall note the Series Enhancer’s rights as subrogee upon the register of Series 2006-2 Noteholders upon receipt from the Series Enhancer of proof of payment by the Series Enhancer of any Insured Amount. (g) Subject to the provisions of Section 1002(b) of the Indenture, the parties hereto grant to the Series Enhancer, as long as no Series Enhancer Default shall have occurred and is continuing, the right of prior approval of amendments, waivers, or supplements to the Series 2006-2 Transaction Documents (other than the Series 2006-2 Note Purchase Agreement and except to the extent expressly set forth in Section 706 hereof) available to the Series 2006-2 Noteholders thereunder and of the exercise of any option, vote, right, power, or the like available to the Series 2006-2 Noteholders hereunder. (h) The Indenture Trustee shall keep a complete and accurate record of the amount and allocation of Insured Payments and the Series Enhancer shall have the right to inspect such records at reasonable times upon three (3) Business Days’ prior written notice to the Indenture Trustee. (i) In the event that a Preference Amount is payable under the Policy, the Indenture Trustee shall so notify the Series Enhancer, shall comply with the provisions of the Policy to obtain payment by the Series Enhancer of such avoided payment, and shall, at the time it provides notice to the Series Enhancer, notify the Series 2006-2 Noteholders by mail that, in the event that any Series 2006-2 Noteholder’s payment is so recoverable, the Indenture Trustee on behalf of such Series 2006-2 Noteholder will be entitled to payment thereof pursuant to the terms of the Policy. The Indenture Trustee shall furnish to the Series Enhancer, at its written request, the requested records it holds in its possession evidencing the payments of principal of and interest on the Series 2006-2 Notes, if any, which have been made by the Indenture Trustee and subsequently recovered from the Series 2006-2 Noteholders, and the dates on which such payments were made. (j) Without limiting any rights of the Series Enhancer under the Policy or any other Series 2006-2 Transaction Document, and without modifying or otherwise affecting any terms or conditions of the Policy, each Series 2006-2 Noteholder, by its purchase of the Series 2006-2 Notes, and the Indenture Trustee hereby agree that, the Series Enhancer (so long as no Series Enhancer Default exists) may at any time during the continuation of any Proceeding relating to a Preference Amount direct all matters relating to such Preference Amount, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Amount and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal. In addition, and without limitation of the foregoing, the Series Enhancer shall be subrogated to the rights of the Indenture Trustee and each such Series 2006-2 Noteholder, in the conduct of any such Preference Amount, including, without limitation, all rights of any party to an adversary Proceeding action with respect to any order issued in connection with any such Preference Amount. Insured Payments paid by the Series Enhancer to the Indenture Trustee shall be received by the Indenture Trustee, as agent to the Series 2006-2 Noteholders. The Indenture Trustee, as agent to the Series 2006-2 Noteholders, hereby acknowledges and affirms that the rights of the Series 2006-2 Noteholders to any monies paid or payable in respect of the Series 2006-2 Notes shall be fully subrogated to the Series Enhancer to the extent of any payment made by the Series Enhancer pursuant to the terms of the Policy, and any interest due thereon. (k) By acceptance of a Series 2006-2 Note, each Series 2006-2 Noteholder agrees to be bound by the terms of the Policy, including, without limitation, the method and timing of payment and the Series Enhancer’s right of subrogation. (l) Notwithstanding the foregoing, in the event that payments on the Series 2006-2 Notes are accelerated, such accelerated payments will not be covered by the Series Enhancer under the Policy, unless the Series Enhancer shall elect to make such accelerated payments in accordance with and subject to the terms of the Policy. (m) The Indenture Trustee shall be entitled to enforce on behalf of the Series 2006-2 Noteholders the obligations of the Series Enhancer under the Policy. Notwithstanding any other provision of this Supplement or any Series 2006-2 Transaction Document, the Series 2006-2 Noteholders are not entitled to make any claims under the Policy or institute Proceedings directly against the Series Enhancer. (n) Nothing in this Section 303 or in any other Section hereof shall or is intended to modify any of the terms, provisions or conditions of the Policy.

The Policy. (a) On each Determination Date, the Indenture Trustee shall determine, with respect to the immediately following Payment Date, based solely on the information contained in the Manager Report, whether there exists a Deficiency Amount. (b) If there exists a Deficiency Amount which is an Insured Amount with respect to a Payment Date, the Indenture Trustee shall complete a Notice in the form of Exhibit A to the Policy and submit such claim for such Insured Amount to the Series Enhancer in accordance with the terms of the Policy. Any payment made by the Series Enhancer under the Policy shall be applied solely to the payment of principal or interest (other than Default Fees) on the Series 2006-1 Notes subject to the terms of the Policy. (c) The Indenture Trustee shall Transferor hereby represents that (i) receive Insured Payments as attorney-in-fact of each it has obtained the Policy in the name of the Series 2006-1 Noteholders Trustee and (ii) disburse such Insured Amount directly to the Series 2006-1 Noteholders. The Issuer hereby agrees solely for the benefit of the Series Enhancer 2002-4 Securityholders, (ii) that it has entered into the Insurance Agreement which provides for the issuance of the Policy by the Insurer and each (iii) that the Policy permits the Trustee (or the Servicer on its behalf) to draw on the Policy from time to time for the purposes set forth in this Series 2006-1 NoteholderSupplement. The Insurer shall not be entitled to reimbursement for any draws, by acceptance interest or fees with respect to the Policy from the corpus of its Series 2006-1 Notesthe Trust, except as specifically provided herein. (b) Pursuant to the Policy, if on any Determination Date the Servicer notifies the Trustee that on the related Distribution Date (i) the funds that will be deemed on deposit in the Interest Funding Account and that will be available for distribution will be insufficient to have agreedpay the Class A Monthly Interest with respect to such Monthly Period, (ii) thatthe Series Servicing Fee with respect to such Monthly Period will not be paid in full, without limiting any or (iii) a Potential Class A Charge-Off shall occur, then the Trustee shall give notice to the Insurer by telecopy or other rights writing by the close of business on the second Business Day prior to the Distribution Date demanding payment of an amount equal to the deficiency. In addition, if on the Scheduled Series 2002-4 Termination Date the outstanding principal amount of the Class A Securities after application of all amounts to Class A Principal on such date would be greater than zero, the Trustee shall give notice to the Insurer by telecopy or other writing by the close of business on the second Business Day prior to the Scheduled Series 2002-4 Termination Date demanding payment of an amount equal to such excess (the amount demanded pursuant to this sentence and the preceding sentence, the "Policy Claim Amount"). Following receipt by the Insurer of such notice, the Insurer will pay the Policy Claim Amount before 12:00 noon on the Business Day preceding the Distribution Date (i) with respect to funds to be applied to the payment of Class A Monthly Interest, to the Trustee for deposit in the Distribution Account, (ii) with respect to funds to be applied to the payment of the Series EnhancerServicing Fee, to the extent the Series Enhancer pays, or causes Servicer and (iii) with respect to funds to be paid, Insured Payments, either directly or indirectly (as by paying through distribution applied with respect to the Indenture Trustee)a Potential Class A Charge-Off, to the Trustee to be treated as Available Series 20062002-1 Noteholders4 Principal Collections and deposited in the Distribution Account. If payment of any amount guaranteed by the Insurer pursuant to the Policy is avoided as a preference payment (the "Preference Amount") under applicable bankruptcy, insolvency, receivership or similar law in the event of an insolvency of the Transferor, the Series Enhancer Servicer, Metris Companies Inc. or the Trust, the Insurer will pay such amount out of its funds on the later of (a) the date when due to be entitled to receive the related Reimbursement Amount paid pursuant to Section 302 hereof in lieu the Order referred to below or (b) the first to occur of (i) the fourth Business Day following Receipt by the Insurer or the fiscal agent from the Trustee of (A) a certified copy of the Noteholders and will be subrogated order (the "Order") of the court or other governmental body which exercised jurisdiction to their the effect that the Trustee is required to return the amount of any Policy Claim Amounts distributed with respect to the Class A Securities during the term of the Policy because such distributions were avoidable preference payments under applicable bankruptcy or similar law, (B) a notice for payment rights thereunder. (d) The Series 2006-1 Notes will be insured in the form specified by the Policy pursuant and (C) an assignment duly executed and delivered by each Class A Securityholder, in such form as is reasonably required by the Insurer and provided to such Class A Securityholder by the Insurer, irrevocably assigning to the terms set forth thereinInsurer all rights and claims of such Class A Securityholder relating to or arising under the Class A Securities against the debtor which made such preference payment or otherwise with respect to such preference payment or (ii) the date of Receipt by the Insurer or the fiscal agent from the Trustee of the items referred to in clauses (A), notwithstanding any provisions (B) and (C) above if, at least four Business Days prior to such date of Receipt, the Insurer or the fiscal agent shall have Received written notice from the Trustee that such items were to be delivered on such date and such date was specified in such notice. Such payment shall be disbursed to the contrary contained receiver, conservator, debtor-in-possession or trustee in thisbankruptcy named in the Order and not to the Trustee or Class A Securityholder directly.

The Policy. (a) On each Determination Date, the Indenture Trustee shall determine, with respect to the immediately following Payment Date, based solely on the information contained in the Manager Report, whether there exists a Deficiency Amount. (b) If there exists a Deficiency Amount which is an Insured Amount with respect to a Payment Date, the Indenture Trustee shall complete a Notice in the form of Exhibit A to the Policy and submit such claim for such Insured Amount to the Series Enhancer in accordance with the terms of the Policy. Any payment made by the Series Enhancer under the Policy shall be applied solely to the payment of principal or interest (other than Default Fees) on the Series 2006-1 Notes subject to the terms of the Policy. (c) The Indenture Trustee shall Transferor hereby represents that (i) receive Insured Payments as attorney-in-fact of each it has obtained the Policy in the name of the Series 2006-1 Noteholders Trustee and (ii) disburse such Insured Amount directly to the Series 2006-1 Noteholders. The Issuer hereby agrees solely for the benefit of the Series Enhancer 2002-3 Securityholders, (ii) that it has entered into the Insurance Agreement which provides for the issuance of the Policy by the Insurer and each (iii) that the Policy permits the Trustee (or the Servicer on its behalf) to draw on the Policy from time to time for the purposes set forth in this Series 2006-1 NoteholderSupplement. The Insurer shall not be entitled to reimbursement for any draws, by acceptance interest or fees with respect to the Policy from the corpus of its Series 2006-1 Notesthe Trust, except as specifically provided herein. (b) Pursuant to the Policy, if on any Determination Date the Servicer notifies the Trustee that on the related Distribution Date (i) the funds that will be deemed on deposit in the Interest Funding Account and that will be available for distribution will be insufficient to have agreedpay the Class A Monthly Interest with respect to such Monthly Period, (ii) thatthe Series Servicing Fee with respect to such Monthly Period will not be paid in full, without limiting any or (iii) a Potential Class A Charge-Off shall occur, then the Trustee shall give notice to the Insurer by telecopy or other rights writing by the close of business on the second Business Day prior to the Distribution Date demanding payment of an amount equal to the deficiency. In addition, if on the Scheduled Series 2002-3 Termination Date the outstanding principal amount of the Class A Securities after application of all amounts to Class A Principal on such date would be greater than zero, the Trustee shall give notice to the Insurer by telecopy or other writing by the close of business on the second Business Day prior to the Scheduled Series 2002-3 Termination Date demanding payment of an amount equal to such excess (the amount demanded pursuant to this sentence and the preceding sentence, the "Policy Claim Amount"). Following receipt by the Insurer of such notice, the Insurer will pay the Policy Claim Amount before 12:00 noon on the Business Day preceding the Distribution Date (i) with respect to funds to be applied to the payment of Class A Monthly Interest, to the Trustee for deposit in the Distribution Account, (ii) with respect to funds to be applied to the payment of the Series EnhancerServicing Fee, to the extent the Series Enhancer pays, or causes Servicer and (iii) with respect to funds to be paid, Insured Payments, either directly or indirectly (as by paying through distribution applied with respect to the Indenture Trustee)a Potential Class A Charge-Off, to the Trustee to be treated as Available Series 20062002-1 Noteholders3 Principal Collections and deposited in the Distribution Account. If payment of any amount guaranteed by the Insurer pursuant to the Policy is avoided as a preference payment (the "Preference Amount") under applicable bankruptcy, insolvency, receivership or similar law in the event of an insolvency of the Transferor, the Series Enhancer Servicer, Metris Companies Inc. or the Trust, the Insurer will pay such amount out of its funds on the later of (a) the date when due to be entitled to receive the related Reimbursement Amount paid pursuant to Section 302 hereof in lieu the Order referred to below or (b) the first to occur of (i) the fourth Business Day following Receipt by the Insurer or the fiscal agent from the Trustee of (A) a certified copy of the Noteholders and will be subrogated order (the "Order") of the court or other governmental body which exercised jurisdiction to their the effect that the Trustee is required to return the amount of any Policy Claim Amounts distributed with respect to the Class A Securities during the term of the Policy because such distributions were avoidable preference payments under applicable bankruptcy or similar law, (B) a notice for payment rights thereunder. (d) The Series 2006-1 Notes will be insured in the form specified by the Policy pursuant and (C) an assignment duly executed and delivered by each Class A Securityholder, in such form as is reasonably required by the Insurer and provided to such Class A Securityholder by the Insurer, irrevocably assigning to the terms set forth thereinInsurer all rights and claims of such Class A Securityholder relating to or arising under the Class A Securities against the debtor which made such preference payment or otherwise with respect to such preference payment or (ii) the date of Receipt by the Insurer or the fiscal agent from the Trustee of the items referred to in clauses (A), notwithstanding any provisions (B) and (C) above if, at least four Business Days prior to such date of Receipt, the Insurer or the fiscal agent shall have Received written notice from the Trustee that such items were to be delivered on such date and such date was specified in such notice. Such payment shall be disbursed to the contrary contained receiver, conservator, debtor-in-possession or trustee in thisbankruptcy named in the Order and not to the Trustee or Class A Securityholder directly.

The Policy. (a) On If, pursuant to Section 4.04(a)(v), the Master Servicer determines that the Deficiency Amount for such Distribution Date is greater than zero, the Trustee shall complete the Notice and submit such Notice in accordance with the Policy to the Insurer no later than 12:00 P.M., New York City time, on the Business Day immediately preceding each Determination Distribution Date, as a claim for an Insured Payment (provided that the Indenture Trustee shall determine, with respect to the immediately following Payment Date, based solely submit such notice on the information contained second Business Day immediately preceding such Distribution Date if it is able to do so) in the Manager Report, whether there exists a an amount equal to such Deficiency Amount. (b) If there exists a Upon receipt of an Insured Payment from the Insurer on behalf of the Class A-5-B Certificateholders, the Trustee shall deposit such Insured Payment in the Certificate Account. The Trustee shall distribute on each Distribution Date the Deficiency Amount which is an Insured Amount for such Distribution Date from the Certificate Account, together with respect the distributions due to a Payment the Class A-5-B Certificateholders on such Distribution Date, as follows: (i) the Indenture Trustee portion of any such Deficiency Amount related to clause (i) of the definition of Deficiency Amount shall complete a Notice in the form of Exhibit A be distributed to the Policy and submit such claim for such Insured Amount to the Series Enhancer Class A-5-B Certificateholders in accordance with Section 4.02(c)(i), (ii) the terms portion of any such Deficiency Amount related to clause (ii) of the Policy. Any payment made by the Series Enhancer under the Policy definition of Deficiency Amount shall be applied solely distributed to the payment Class A-5-B Certificateholders in accordance with Section 4.02(c)(v) and (vi); and (iii) the portion of principal or interest any such Deficiency Amount related to clause (other than Default Feesiii) on of the Series 2006-1 Notes subject definition of Deficiency Amount shall be distributed to the terms of the PolicyClass A-5-B Certificateholders in accordance with Section 9.01(c). (c) The Indenture Trustee shall (i) receive Insured Payments as attorney-in-fact of each of Class A-5-B Certificateholder any Insured Payment from the Series 2006-1 Noteholders Insurer and (ii) disburse distribute such Insured Amount directly Payment to such Class A-5-B Certificateholders as set forth in subsection (b) above. Insured Payments disbursed by the Trustee from proceeds of the Policy shall not be considered payment by the Trust Fund with respect to the Series 2006Class A-5-1 NoteholdersB Certificates, nor shall such disbursement of such Insured Payments discharge the obligations of the Trust Fund with respect to the amounts thereof, and the Insurer shall become owner of such amounts to the extent covered by such Insured Payments as the deemed assignee and subrogee of such Class A-5-B Certificateholders. The Issuer Trustee hereby agrees on behalf of each Class A-5-B Certificateholder (and each Class A-5-B Certificateholder, by its acceptance of its Class A-5-B Certificates, hereby agrees) for the benefit of the Series Enhancer (and each Series 2006-1 Noteholder, by acceptance of its Series 2006-1 Notes, will be deemed to have agreed) that, without limiting any other rights of Insurer that 104 the Series Enhancer, Trustee shall recognize that to the extent the Series Enhancer pays, or causes to be paid, Insurer makes Insured Payments, either directly or indirectly (as by paying through distribution to the Indenture Trustee), to the Series 2006Class A-5-1 NoteholdersB Certificateholders, the Series Enhancer Insurer will be entitled to receive the related Reimbursement Amount pursuant to Section 302 hereof in lieu of the Noteholders and will be subrogated to their payment the rights thereunderof the Class A-5-B Certificateholders to the extent of such payments. (d) The Series 2006Upon payment in full of the Class A-5-1 Notes will be insured by B Certificates, the Trustee shall surrender the Policy pursuant to the terms set forth therein, notwithstanding any provisions to the contrary contained in thisInsurer.

The Policy. (a) On each Determination Date, Date the Indenture Trustee shall determine, determine from the related Servicing Certificate with respect to the immediately following Payment Date, based solely on the information contained in Class A-1 Deficiency Amount and the Manager Report, whether there exists a Class A-2 Deficiency Amount, if any. (b) If there exists the Indenture Trustee determines pursuant to paragraph (a) above that a Class A-1 Deficiency Amount which is an Insured Amount with respect to a Payment Datewould exist, the Indenture Trustee shall complete a Notice in the form of Exhibit A to the Policy and submit such notice to the Insurer no later than 12:00 noon New York City time on the third Business Day preceding such Payment Date as a claim for such Insured Amount a payment in an amount equal to the Series Enhancer in accordance with the terms of the Policy. Any payment made by the Series Enhancer under the Policy shall be applied solely to the payment of principal or interest (other than Default Fees) on the Series 2006-1 Notes subject to the terms of the PolicyClass A-1 Deficiency Amount. (c) If the Indenture Trustee determines pursuant to paragraph (a) above that a Class A-2 Deficiency Amount would exist, the Indenture Trustee shall complete a Notice in the form of Exhibit A to the Policy and submit such notice to the Insurer no later than 12:00 noon New York City time on the third Business Day preceding such Payment Date as a claim for a payment in an amount equal to the Class A-2 Deficiency Amount. (d) [Intentionally Omitted]. (e) Upon receipt of payments made pursuant to the Policy from the Insurer on behalf of the related Noteholders, the Indenture Trustee shall deposit such payments in the Collection Account and shall distribute such payments, or the proceeds thereof, in accordance with Section 8.6(d) hereof to the related Noteholders. (f) The Indenture Trustee shall (i) receive Insured Payments payments made pursuant to the Policy as attorney-in-fact of each of related Noteholder receiving any Insured Payment from the Series 2006-1 Noteholders Insurer and (ii) disburse such Insured Amount directly Payment to the Series 2006-1 Noteholdersrelated Noteholders as set forth in Section 8.6(d) hereof. The Issuer hereby agrees for the benefit of the Series Enhancer (and each Series 2006-1 Noteholder, by acceptance of its Series 2006-1 Notes, will be deemed to have agreed) that, without limiting any other rights of the Series Enhancer, to the extent the Series Enhancer pays, or causes to be paid, Insured Payments, either directly or indirectly (as by paying through distribution to the Indenture Trustee), to the Series 2006-1 Noteholders, the Series Enhancer will Insurer shall be entitled to receive the related Reimbursement Amount pursuant to Section 302 8.6(d)(vi) hereof in lieu with respect to each Insured Payment made by the Insurer. The Indenture Trustee hereby agrees on behalf of each Noteholder and the Trust for the benefit of the Insurer that it recognizes that to the extent the Insurer makes payments made pursuant to the Policy, either directly or indirectly (as by paying through the Indenture Trustee), to the related Noteholders, the Insurer will be subrogated to the related Noteholders and will be subrogated entitled to their payment rights thereunderreceive such related Reimbursement Amount. (d) The Series 2006-1 Notes will be insured by the Policy pursuant to the terms set forth therein, notwithstanding any provisions to the contrary contained in this