Note Guaranty Insurance Policy



 Exhibit 4.3 
  

AMBAC ASSURANCE CORPORATION 
  
 NOTE GUARANTY INSURANCE POLICY 
  
 Policy No. AB0876BE 
  

			
	Insured Party:	  	The Indenture Trustee for the benefit of the Holders of the Capital One Auto Finance Trust 2005-A Class A Notes issued pursuant to the Indenture.
		
	Insured Obligations:	  	To the extent set forth herein, the aggregate interest on and the Note Balance of all Class A Notes owned by Holders, such principal balance not to exceed in the aggregate
$1,500,000,000.
		
	Deficiency Amounts:	  	(i) With respect to each Payment Date, the excess, if any, without duplication, of (a) the Scheduled Payments minus (b) the sum of, without duplication: (x) all amounts available for payment
of the Scheduled Payments under the Transaction Documents, including, but not limited to, from amounts on deposit in the Reserve Account and any other Trust Accounts available for payment of Scheduled Payments on the Class A Notes on such Payment
Date and (y) any other amounts available pursuant to the Transaction Documents to pay the Scheduled Payments on such Payment Date, in each case to the extent available in accordance with the priorities set forth in the Indenture, and (ii) with
respect to any Preference Payment Date, Preference Amounts; provided, however, that the aggregate amount of all such Preference Amounts shall be subject to the limitations in such definition; provided, further, that in no
event shall the aggregate amount payable by the Insurer under this Policy exceed the Maximum Insured Amount.

  
 AMBAC ASSURANCE
CORPORATION, a Wisconsin domiciled stock insurance corporation (“Ambac” or the “Insurer”), in consideration of the payment of the insurance premium payable with respect hereto, hereby unconditionally and irrevocably guarantees,
subject only to (i) proper presentation of a Notice in accordance with the terms of this Note Guaranty Insurance Policy (together with each and every endorsement, if any, hereto, the “Policy”) and (ii) the terms of the Policy, the payment
to, or at the direction of, the Indenture Trustee, for the benefit of the Holders of the Insured Obligations, that portion of the Deficiency Amounts which are Due for Payment but are unpaid by reason of Nonpayment. 
  
 1. Definitions. 
  
 Capitalized terms used herein and not otherwise defined shall have the
meaning assigned to them in the Insurance Agreement or, if not defined therein, in the Indenture, without giving effect to any subsequent amendment or modification thereto unless such amendment or 







 modification has been approved in writing by Ambac. For purposes of the Policy, the following terms shall have the
following meanings: 
  
 “Affiliate” shall mean,
with respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For the purposes of this definition, “control” when used with respect to any Person means the power to
direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to
the foregoing. 
  
 “Bankruptcy Code” shall mean
Title 11 of the United States Code. 
  
 “Business
Day” shall mean any day that is not a Saturday, a Sunday or a day on which banking institutions in the states of Delaware, California, Texas, Virginia or New York, or in the state in which the Corporate Trust Office of the Indenture Trustee
is located, are authorized or obligated by law, executive order or government decree to be closed. 
  
 “Class A Notes” shall mean, collectively, the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes.

  
 “COAF Party” shall mean any of the Issuer,
the Originator, the Servicer, the Seller and any of their respective Affiliates. 
  
 “Collection Period” shall mean each calendar month (or, in the case of the initial Collection Period, the period commencing on the close of business on the Initial Cut-Off Date and ending on April 30,
2005) and the “related” Collection Period means, with respect to any Payment Date, the Collection Period preceding the month in which such Payment Date occurs. 
  
 “Due for Payment” shall mean, with respect to any Deficiency Amounts, such amount as is due and payable
pursuant to the terms of the Indenture. 
  
 “Final
Scheduled Payment Date” shall mean, with respect to (i) the Class A-1 Notes, the Payment Date occurring in April 2006, (ii) the Class A-2 Notes, the Payment Date occurring in June 2008, (iii) the Class A-3 Notes, the Payment Date occurring
in July 2009 and (vi) the Class A-4 Notes, the Payment Date occurring in December 2011. 
  
 “Holder” shall mean any registered or beneficial owner of a Class A Note (other than a COAF Party). 
  
 “Indenture” shall mean that certain Indenture, dated as of April 7, 2005, by and between the Issuer and the Indenture Trustee.

  
 “Indenture Trustee” shall mean JPMorgan Chase
Bank, N.A., not in its individual capacity but as trustee under the Indenture, and its successors and assigns in such capacity. 
  
 “Insurance Agreement” shall mean that certain Insurance and Indemnity Agreement, dated as of April 7, 2005, among the Insurer, the
Servicer, the Originator, the Seller, the Issuer and the Indenture Trustee, in regard to the Class A Notes, as such agreement may be amended, modified or supplemented from time to time. 
  

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 “Insured Payments” shall mean, (i) with respect to any Payment Date, the aggregate
amount actually paid by the Insurer to, or at the direction of, the Indenture Trustee in respect of Deficiency Amounts for such Payment Date and (ii) the aggregate amount of any Preference Amounts paid by the Insurer on any given Business Day.

  
 “Insurer” shall mean Ambac, or any successor
thereto, as issuer of this Policy. 
  
 “Interest
Rate” shall mean, with respect to (i) the Class A-1 Notes, 3.1220% per annum, (ii) the Class A-2 Notes, 3.82% per annum, (iii) the Class A-3 Notes, 4.28% per annum and (vi) the Class A-4 Notes, LIBOR +0.05% per annum. 
  
 “Issuer” shall mean Capital One Auto Finance Trust 2005-A, a
Delaware statutory trust. 
  
 “Late Payment Rate”
shall mean the rate of interest as it is publicly announced by Citibank, N.A. at its principal office in New York, New York as its prime rate (any change in such prime rate of interest to be effective on the date such change is announced by
Citibank, N.A.), plus 3%. The Late Payment Rate shall be computed on the basis of a year of 365 days calculating the actual number of days elapsed. In no event shall the Late Payment Rate exceed the maximum rate permissible under any applicable law
limiting interest rates. 
  
 “Maximum Insured
Amount” shall mean $1,500,000,000 in respect of principal, plus interest thereon calculated at the applicable Interest Rate for each Class of Class A Notes. 
  
 “Nonpayment” shall mean, with respect to any Payment Date, Deficiency Amounts which are Due for Payment but
have not been paid pursuant to the Indenture. 
  
 “Noteholders’ Interest Carryover Shortfall” means, with respect to any Payment Date, the excess of the sum of the Noteholders’ Monthly Accrued Interest for the preceding Payment Date and any outstanding
Noteholders’ Interest Carryover Shortfall on such preceding Payment Date, over the amount in respect of interest that is actually paid to Noteholders on such preceding Payment Date, plus interest on the amount of interest due but not paid to
Noteholders on the preceding Payment Date, to the extent permitted by law, at the respective Interest Rates borne by such Notes for the related Interest Period. 
  

“Noteholders’ Parity Deficit Amount” means, with respect to any Payment Date, an amount equal to the excess, if any, of (i) the
Note Balance of the Class A Notes as of such Payment Date (before application of all payments in respect of principal on such date); over (ii) the sum of (x) the amount of the Pool Balance (as of the last day of the related Collection Period) and
(y) the amount on deposit in the Pre-Funding Account (as of the last day of the related Collection Period). 
  
 “Notice” shall mean the telephonic or telegraphic notice, promptly confirmed in writing by telecopy substantially in the form of
Exhibit A or Exhibit B, as applicable, to this Policy, the original of which is subsequently delivered by registered or certified mail, from the Indenture Trustee specifying the amount of any Insured Payment which shall be due and
owing. 
  

 3 








 “Order” shall have the meaning given such term in Section 8 hereto. 
  
 “Payment Date” shall mean the 15th day of each month during
which any Class A Notes remain Outstanding (provided if any such date is not a Business Day, then the Payment Date shall be the next succeeding Business Day) beginning on May 16, 2005. 
  
 “Person” shall mean any individual, corporation, limited liability company, estate, partnership, joint
venture, association, joint stock company, trust (including any beneficiary thereof), unincorporated organization or government or any agency or political subdivision thereof. 
  
 “Preference Amount” shall mean any interest on or principal of the Class A Notes which has become Due for
Payment, the Nonpayment of which would have been covered by the Policy, and which was made to a Holder by or on behalf of the Issuer which has been deemed a preferential transfer and recoverable, or theretofore recovered, from its Holder pursuant to
the Bankruptcy Code in accordance with a final, nonappealable order of a court of competent jurisdiction; provided that any Preference Amount that constitutes interest shall be limited to the amount of interest on the Note Balance of the
Class A Notes (calculated at the Interest Rate for the relevant class of Class A Notes) accrued as of the last day of the applicable interest accrual period with respect to the Class A Notes and shall not, in any event, include any interest on the
Class A Notes accrued after such date or any interest on such interest amount; provided, further, that in no event shall Ambac be obligated to make any payment in respect to any Preference Amount to the extent that such payment, when
added to all prior payments of Deficiency Amounts, would exceed the Maximum Insured Amount. 
  
 “Preference Payment Date” shall have the meaning given such term in Section 8 hereto. 
  
 “Reimbursement Amount” shall mean, as of any Payment Date, the sum of (x)(i) all Insured Payments paid by Ambac, but for which Ambac has
not been reimbursed prior to such Payment Date, plus (ii) interest accrued on such Insured Payments not previously repaid calculated at the Late Payment Rate from the date the Indenture Trustee, or any other Person at its direction, received
the related Insured Payments or the date such Insured Payments were made, (y) (i) all costs and expenses of Ambac in connection with any action, proceeding or investigation affecting the Issuer, the Trust Estate or the rights or obligations of Ambac
hereunder or under the Transaction Documents including any judgment or settlement entered into affecting Ambac or Ambac’s interests plus (ii) interest on such amounts of the Late Payment Rate and (z) without duplication (i) any amounts
then due and owing to Ambac under the Insurance Agreement or the Indenture plus (ii) interest on such amounts at the Late Payment Rate. 
  
 “Reserve Account” shall mean the account designated as such, established and maintained pursuant to Section 4.1 of the Sale and Servicing
Agreement. 
  
 “Sale and Servicing Agreement”
shall mean that certain Sale and Servicing Agreement dated as of April 7, 2005 by and among the Issuer, the Seller, Capital One Auto Finance, Inc., as servicer and JPMorgan Chase Bank, N.A., as indenture trustee. 
  

 4 








 “Scheduled Payments” shall mean, with respect to any Payment Date, an amount equal to
the sum of (a) the Accrued Note Interest (not including any Noteholders’ Interest Carryover Shortfall that Ambac has made Insured Payments in respect of on a prior Payment Date) and the Noteholders’ Parity Deficit Amount for the related
Payment Date and, without duplication, (b) if the related Payment Date is the Final Scheduled Payment Date for any class of Class A Notes, the Note Balance of such Class on such date; provided that Scheduled Payments shall not include (x) any
portion of Accrued Note Interest due to Holders because the Notice in proper form was not timely received by Ambac, or (y) any portion of Accrued Note Interest due to Holders representing interest on any Noteholders’ Interest Carryover
Shortfall accrued from and including the date of payment of the amount of such Noteholders’ Interest Carryover Shortfall pursuant to the Policy. 
  
 “Seller” means Capital One Auto Receivables, LLC, a Delaware limited liability company. 
  
 2. Payments under the Policy. 
  

	 	(a)	Upon the presentation by the Indenture Trustee to Ambac at Ambac’s principal office in respect of the applicable Payment Date of a duly executed Notice, Ambac will make or
cause to be made to the Indenture Trustee, on the guarantee set forth in the first paragraph of this Policy, payment in an amount equal to the applicable Deficiency Amount (other than Preference Amounts). 

  

	 	(b)	Amounts payable in respect of any Deficiency Amounts (other than Preference Amounts) due hereunder, unless otherwise stated herein, will be distributed by Ambac to, or at the
direction of, the Indenture Trustee, by wire transfer of immediately available funds. Solely the Indenture Trustee on behalf of the Holders shall have the right to make a claim for an Insured Payment under this Policy. 

  

	 	(c)	Ambac’s payment obligations hereunder with respect to particular Deficiency Amounts (other than Preference Amounts) shall be discharged to the extent funds equal to the
applicable Deficiency Amounts (other than Preference Amounts) are paid by Ambac to, or at the direction of, the Indenture Trustee in accordance with the Indenture Trustee’s requests, whether or not such funds are properly applied by the
Indenture Trustee. Payments of Deficiency Amounts (other than Preference Amounts) shall be made only at the time set forth in this Policy, and no accelerated Insured Payments shall be made except to the extent that Ambac has specified an earlier
date for payment at its sole option. This Policy does not insure against loss of any prepayment or other acceleration payment which at any time may become due in respect of any Insured Obligations, other than at the sole option of the Insurer, nor
against any risk other than Nonpayment, including failure of the Indenture Trustee to pay any Deficiency Amounts (other than Preference Amounts) or Scheduled Payments due to Holders. 

  

 5 









	 	(d)	Notwithstanding anything to the contrary set forth herein, in no event shall the aggregate amount paid by Ambac hereunder exceed the Maximum Insured Amount hereunder.


  
 3. Presentation of Notice of Non-Payment and
Demand. 
  

	 	(a)	Notwithstanding any other provision of this Policy but subject to Section 8 hereof with respect to Preference Amounts, the Insurer will pay any Deficiency Amounts payable hereunder
other than with respect to Preference Amounts to, or at the direction of, the Indenture Trustee no later than 12:00 noon, New York City time, on the later of (i) the Payment Date on which the related Deficiency Amount is due for payment under the
Indenture or (ii) the second Business Day following actual receipt in New York, New York on a Business Day by the Insurer of a Notice in the form attached as Exhibit A, appropriately completed and executed by the Indenture Trustee;
provided that, if such Notice is received after 12:00 noon, New York City time, on such Business Day, it will be deemed to be received before 12:00 noon on the following Business Day. 

  

	 	(b)	If any such Notice is not in proper form or is otherwise insufficient for the purpose of making a claim under this Policy, it shall be deemed not to have been received by the
Insurer for purposes of this Policy, and the Insurer shall promptly so advise the Indenture Trustee in writing and the Indenture Trustee may submit an amended or corrected Notice. If such an amended or corrected Notice is in proper form and is
otherwise sufficient for the purpose of making a claim under this Policy, it shall be deemed to have been timely received on the Business Day of such resubmission subject to the proviso in (a) above. 

  
 4. Waiver. Ambac’s obligations to make payment under this Policy
are irrevocable, absolute and unconditional, irrespective of the value, genuineness, validity, legality or enforceability of the Indenture or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange
of any other guarantee of or security for the amounts Due for Payment hereunder, and, to the fullest extent permitted by applicable law, Ambac hereby waives any legal or equitable defense to payment under this Policy, including fraud in the
inducement or fraud in the fact. Ambac hereby expressly waives diligence, presentment, protest and any requirement that the Indenture Trustee exhaust any right, power or remedy or proceed against the Issuer, or against any other person under any
other guarantee of, or security for, the Indenture, provided that the Indenture Trustee shall be required to deliver a Notice as contemplated by this Policy. None of the foregoing waivers shall prejudice any claim Ambac may have, including without
limitation for Reimbursement Amounts, whether directly or as subrogee, subsequent to making such payment to the Indenture Trustee in accordance with this Policy. 
  
 5. Subrogation. Upon any payment hereunder, in furtherance and not in limitation of Ambac’s equitable right of
subrogation and Ambac’s rights under the Insurance Agreement, Ambac will, to the extent of such payment by Ambac hereunder, be subrogated to the rights of any Holder to receive any and all amounts due in respect of the Insured Obligations as to
which such Insured Payment was made, to the extent of any payment by Ambac under this Policy and Ambac will be a co-beneficiary of the Indenture Trustee’s lien under the Indenture. 
  

 6 








 6. Communications. All notices (including Notices), presentations, transmissions, deliveries and
communications made by the Indenture Trustee to Ambac with respect to this Policy shall specifically refer to the number of this Policy and shall be made to Ambac at: 
  

			
	 Ambac Assurance Corporation

	 One State Street Plaza

	 New York, New York 10004

	 Attention:
	 	 Asset-Backed Securities Department Head

	 	 	 General Counsel – URGENT

	 Phone:
	 	 (212) 208-3283

	 Fax:
	 	 (212) 556-3556


  
 or to such other address, officer,
telephone number or facsimile number as Ambac may designate to the Indenture Trustee from time to time. 
  
 7. Nature of the Obligations. Except as expressly provided herein, the obligations of Ambac under this Policy are irrevocable, absolute and
unconditional. 
  
 8. Termination. This Policy and the
obligations of Ambac hereunder shall terminate upon the earlier of: 
  

	 	(a)	the date on which all of the Deficiency Amounts have been paid in full by Ambac to, or at the direction of, the Indenture Trustee; or 

  

	 	(b)	the close of business on the third (3rd) Business Day after the earlier of (a) the Final Scheduled Payment Date that occurs last for a class of Class A Notes and (b) the date on
which all principal and interest on the Class A Notes has been paid in full; 

  
 provided, however, that notwithstanding the occurrence of any of the foregoing events, the Insurer shall pay any Preference Amount when due to be paid pursuant to an Order referred to below, but in any
event no earlier than the fifth Business Day following actual receipt by the Insurer of (i) a certified copy of the final, nonappealable order of a court or other body exercising jurisdiction to the effect that a Holder is required to return such
Preference Amount paid during the term of this Policy because the payments of such amounts were avoided as a preferential transfer or otherwise rescinded or required to be restored by the Indenture Trustee or such Holder (the
“Order”), (ii) an opinion of counsel satisfactory to the Insurer stating that the Order has been entered and is final and not subject to any stay, (iii) an assignment, in form and substance satisfactory to the Insurer, duly executed
and delivered by such Holder and the Indenture Trustee, irrevocably assigning to the Insurer all rights and claims of the Indenture Trustee and such Holder relating to or arising under the Indenture or otherwise with respect to such Preference
Amount, (iv) appropriate instruments in form satisfactory to the Insurer to effect the appointment of the Insurer as agent for the Indenture Trustee and such Holder in any legal proceeding related to such Preference Amount, and (v) a Notice (in the
form attached as Exhibit B) appropriately completed and executed by the Indenture Trustee (the “Preference Payment Date”); provided, further, that (I) if such documents are received by the Insurer after 12:00
noon, New York City time, on such Business Day, they will be deemed to be received on 
  

 7 








 the following Business Day, (II) the Insurer shall not be obligated to pay any Preference Amount in respect of principal
(other than the Noteholders’ Parity Deficit Amount) prior to the Final Scheduled Payment Date for the relevant class of Class A Notes and (III) any Preference Amount that constitutes interest shall be limited to the amount of interest on the
Note Balance of the Class A Notes (calculated at the Interest Rate for the relevant class of Class A Notes) accrued as of the last day of the applicable interest accrual period with respect to the Class A Notes and shall not, in any event, include
any interest on the Class A Notes accrued after such date or any interest on such interest amount. Such payment shall be disbursed to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order, and not to the
Indenture Trustee or the Holder directly, unless the Indenture Trustee or the relevant Holder has made a payment of the Preference Amount to the court or such receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order,
in which case the Insurer will pay the Indenture Trustee, or as directed by the Indenture Trustee, to the extent of the payment of the Preference Amount, subject to the delivery of (a) the items referred to in clauses (i), (ii), (iii), (iv) and (v)
above to the Insurer and (b) evidence satisfactory to the Insurer that payment has been made to such court or receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order. 
  
 Notwithstanding the foregoing, in no event shall Ambac be obligated to make
any payment in respect of any Preference Amount (i) to the extent that such payment, when added to all prior payments of Deficiency Amounts, would exceed the Maximum Insured Amount or (ii) prior to the time Ambac would have been required to make an
Insured Payment pursuant to Section 3 of this Policy. 
  
 9. There
shall be no acceleration payment due under this Policy unless such acceleration is at the sole option of the Insurer. This Policy does not cover (i) premiums, if any, payable in respect of the Class A Notes, (ii) shortfalls, if any, attributable to
any payment of withholding taxes (including penalties and interest in respect of any such liability) or (iii) any risk other than Nonpayment, including the failure of the Indenture Trustee to apply, disburse, transfer or direct Policy payments or
Available Funds or other amounts in accordance with the Indenture to Holders or to any other party. 
  
 10. Miscellaneous. 
  

	 	(a)	This Policy sets forth the full understanding of Ambac and, except as expressly provided herein, or as otherwise agreed in writing hereafter by Ambac and the Indenture Trustee, may
not be canceled or revoked. 

  

	 	(b)	This Policy is issued pursuant to, and shall be construed under, the laws of the State of New York, without giving effect to the conflicts of laws rules thereof, as contemplated in
Section 5-1401 of the New York General Obligations Law. 

  

	 	(c)	THE INSURANCE PROVIDED BY THIS POLICY IS NOT COVERED BY THE PROPERTY/CASUALTY INSURANCE SECURITY FUND SPECIFIED IN ARTICLE 76 OF THE NEW YORK INSURANCE LAW.


  

 8 









	 	(d)	Any notice hereunder or service of process on Ambac may be made at the address listed above for Ambac or such other address as Ambac shall specify in writing to the Indenture
Trustee. 

  

	 	(e)	The premium of this Policy is not refundable for any reason. The premium will be payable on this Policy on each Payment Date as provided in the Insurance Agreement, beginning with
the initial Payment Date. 

  
 ANY PERSON WHO
KNOWINGLY AND WITH INTENT TO DEFRAUD ANY INSURANCE COMPANY OR OTHER PERSON FILES AN APPLICATION FOR INSURANCE OR STATEMENT OF CLAIM CONTAINING ANY MATERIALLY FALSE INFORMATION, OR CONCEALS FOR THE PURPOSE OF MISLEADING, INFORMATION CONCERNING ANY
FACT MATERIAL THERETO, COMMITS A FRAUDULENT INSURANCE ACT, WHICH IS A CRIME AND SHALL ALSO BE SUBJECT TO A CIVIL PENALTY NOT TO EXCEED FIVE THOUSAND DOLLARS AND THE STATED VALUE OF THE CLAIM FOR EACH SUCH VIOLATION. 
  

 9 








 IN WITNESS WHEREOF, Ambac has caused this Note Guaranty Insurance Policy to be executed and attested this
7th day of April, 2005. 
  

			
	 AMBAC ASSURANCE CORPORATION

		
	 By:
	 	 /s/ Michael Babick


	 Name:
	 	 Michael Babick

	 Title:
	 	 First Vice President



  

			
	 Attest:

	
	 /s/ Melissa L. Velie


	 Name:
	 	 Melissa L. Velie

	 Title:
	 	 Assistant Vice President


  

 10 








 EXHIBIT A 
  

TO THE NOTE GUARANTY INSURANCE POLICY 
  
 Policy No. AB0876BE 
  
 NOTICE OF NONPAYMENT AND DEMAND 
 FOR PAYMENT OF INSURED AMOUNTS

 (OTHER THAN PREFERENCE AMOUNT) 
  
 Date:                      
  
 Ambac Assurance Corporation 
 One State Street Plaza 
 New York, New York 10004 

			
	 Attention:
	 	Asset-Backed Securities Department Head
	 	 	General Counsel – URGENT

  
 Reference is made to
Note Guaranty Insurance Policy No. AB0876BE (the “Policy”) issued by Ambac Assurance Corporation (“Ambac”). Terms capitalized herein and not otherwise defined shall have the meanings specified in the Policy, unless
the context otherwise requires. 
  
 The undersigned hereby
certifies as follows: 
  

	 	1.	It is the Indenture Trustee under the Indenture, and is acting for the Holders. 

  

	 	2.	The relevant Payment Date is [date]. 

  

	 	3.	There is an amount of $                     with respect to such Payment
Date, which amount is a Deficiency Amount which is Due for Payment. 

  

	 	4.	The Indenture Trustee has not heretofore made a demand for the Deficiency Amount in respect of such Payment Date. 

  

	 	5.	The Indenture Trustee hereby requests the payment of the Deficiency Amount that is Due for Payment be made by Ambac under the Policy and directs that payment under the Policy be
made to the Indenture Trustee to the following account by bank wire transfer of federal or other immediately available funds in accordance with the terms of the Policy to:
                    .1 



	1	The account number of the Indenture Trustee. 

  

 A-1 









	 	6.	The Indenture Trustee hereby agrees that, following receipt by the Indenture Trustee of the Insured Payment from Ambac, it shall (a) hold such amounts in trust and apply the same
directly to the distribution of payments in respect of the Class A Notes when due, (b) not apply such funds for any other purpose, and (c) maintain an accurate record of such payments with respect to the Class A Notes and the corresponding claim on
the Policy and proceeds thereof. 

  

	 	7.	The Indenture Trustee hereby assigns to Ambac all rights, and confirms that the Holders have assigned all rights, under the Insured Obligations in respect of which payment is being
requested to Ambac. 

  
 ANY PERSON WHO KNOWINGLY AND
WITH INTENT TO DEFRAUD ANY INSURANCE COMPANY OR OTHER PERSON FILES AN APPLICATION FOR INSURANCE OR STATEMENT OF CLAIM CONTAINING ANY MATERIALLY FALSE INFORMATION, OR CONCEALS FOR THE PURPOSE OF MISLEADING, INFORMATION CONCERNING ANY FACT MATERIAL
THERETO, COMMITS A FRAUDULENT INSURANCE ACT, WHICH IS A CRIME AND SHALL ALSO BE SUBJECT TO A CIVIL PENALTY NOT TO EXCEED FIVE THOUSAND DOLLARS AND THE STATED VALUE OF THE CLAIM FOR EACH SUCH VIOLATION. 
  

			
	 By:
	 	  


		
	 Title:
	 	  


	 	 	(Officer)


  

 A-2 








 EXHIBIT B 
  

TO THE NOTE GUARANTY INSURANCE POLICY 
  
 Policy No. AB0876BE 
  
 NOTICE OF NONPAYMENT AND DEMAND 
 FOR PAYMENT OF PREFERENCE AMOUNT

  
 Date:
                     
  
 Ambac Assurance Corporation 
 One State Street Plaza 
 New York, New York 10004 

			
	Attention:	 	Asset-Backed Securities Department Head
	 	 	General Counsel – URGENT

  
 Reference is made to
Note Guaranty Insurance Policy No. AB0876BE (the “Policy”) issued by Ambac Assurance Corporation (“Ambac”). Terms capitalized herein and not otherwise defined shall have the meanings specified in the Policy, unless
the context otherwise requires. 
  
 The undersigned hereby
certifies as follows: 
  

	 	1.	It is the Indenture Trustee under the Indenture, and is acting for the Holders. 

  

	 	2.	[A payment previously made in respect of the Class A Notes pursuant to the Indenture has become a Preference Amount, as indicated by the attached Order.] 


 

	 	3.	The Holder of the applicable Class A Notes has certified that the Order has been entered and is not subject to stay. 

  

	 	4.	The amount of the Preference Amount is $                    , and consists
of interest in the amount of $                     paid on
                    ,             , [and principal in the amount of
$                     paid on
                    ,             .] 

  

	 	5.	Neither the Indenture Trustee nor the Holder has heretofore made a demand for such Preference Amount. 

  

	 	6.	The Indenture Trustee hereby requests the payment of the Insured Payment be made by Ambac under the Policy and directs that payment under the Policy be made to the Indenture Trustee
to the following account by bank wire transfer of federal or other immediately available funds in accordance with the terms of the Policy to:             .2 

  

 B-1 









	 	7.	The Indenture Trustee hereby agrees that if such Insured Payment is made to the Indenture Trustee, following receipt of such Insured Payment from Ambac, it shall (a) hold such
amounts in trust and apply the same directly to the Holder for payment of the Preference Amount, (b) not apply such funds for any other purpose, and (c) maintain an accurate record of such payments with respect to the Class A Notes and the
corresponding claim on the Policy and proceeds thereof. 

  

	 	8.	The Indenture Trustee hereby assigns to Ambac all rights, and confirms that the Holders have assigned all rights, under the Insured Obligations in respect of which payment is being
requested to Ambac. 

  
 ANY PERSON WHO KNOWINGLY AND
WITH INTENT TO DEFRAUD ANY INSURANCE COMPANY OR OTHER PERSON FILES AN APPLICATION FOR INSURANCE OR STATEMENT OF CLAIM CONTAINING ANY MATERIALLY FALSE INFORMATION, OR CONCEALS FOR THE PURPOSE OF MISLEADING, INFORMATION CONCERNING ANY FACT MATERIAL
THERETO, COMMITS A FRAUDULENT INSURANCE ACT, WHICH IS A CRIME AND SHALL ALSO BE SUBJECT TO A CIVIL PENALTY NOT TO EXCEED FIVE THOUSAND DOLLARS AND THE STATED VALUE OF THE CLAIM FOR EACH SUCH VIOLATION. 
  

			
	 By:
	 	  


		
	 Title:
	 	  


	 	 	(Officer)




	2	The account of the relevant receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order, unless the Holder or Indenture Trustee has already paid such
Preference Amount to such party, in which case, the account of the payor. 

  

 B-2