FOR SUCH PAYMENT DATE, THE SERVICER SHALL DELIVER TO THE INDENTURE TRUSTEE, WITH
A COPY TO THE INSURER, THE OWNER TRUSTEE AND THE FISCAL AGENT, NO LATER THAN
2:00 P.M., NEW YORK CITY TIME, ON SUCH DETERMINATION DATE, A WRITTEN NOTICE
SPECIFYING THE POLICY CLAIM AMOUNT FOR SUCH PAYMENT DATE.
THE INDENTURE TRUSTEE
SHALL, NO LATER THAN 12:00 P.M., NEW YORK CITY TIME, ON THE SECOND BUSINESS DAY
PRIOR TO SUCH PAYMENT DATE, MAKE A CLAIM UNDER THE POLICY FOR SUCH POLICY CLAIM
AMOUNT BY DELIVERING TO THE INSURER AND THE FISCAL AGENT, WITH A COPY TO THE
SERVICER, A NOTICE (AS DEFINED IN THE POLICY) FOR SUCH POLICY CLAIM AMOUNT.
IN
MAKING ANY SUCH CLAIM, THE INDENTURE TRUSTEE SHALL COMPLY WITH ALL THE TERMS AND
CONDITIONS OF THE POLICY.
THE "POLICY CLAIM AMOUNT" WITH RESPECT TO A PAYMENT
DATE SHALL EQUAL THE SUM OF THE FOLLOWING AMOUNTS:
(I)
THE EXCESS, IF ANY, OF (A) THE TOTAL
NOTE INTEREST FOR SUCH PAYMENT DATE OVER (B) THE PORTION OF TOTAL AVAILABLE
FUNDS FOR SUCH PAYMENT DATE APPLIED TO THE PAYMENT THEREOF PURSUANT TO SECTIONS
3.5(D) AND (E); AND
(II)
THE PRINCIPAL DEFICIT; AND
(III)
ON THE FINAL NOTE PAYMENT DATE FOR EACH
CLASS OF CLASS A NOTES, THE OUTSTANDING PRINCIPAL BALANCE OF SUCH CLASS OF
CLASS A NOTES, AFTER GIVING EFFECT TO ALL OTHER DISTRIBUTIONS TO THE CLASS A
NOTEHOLDERS TO BE MADE ON SUCH FINAL NOTE PAYMENT DATE.
The Servicer shall instruct the Indenture Trustee to deposit, and the Indenture
Trustee upon receipt of such instructions shall deposit, the proceeds of any
drawing under the Policy in respect of clauses (i), (ii) and (iii) above to the
Class A Note Payment Account.
It is understood that this Section 3.5(c) shall have no effect upon the
Insurer's obligations under the Policy, which are governed solely by the Policy.
(D)
ON EACH PAYMENT DATE, PRIOR TO ANY
ACCELERATION OF THE NOTES AFTER AN EVENT OF DEFAULT, THE SERVICER SHALL INSTRUCT
THE INDENTURE TRUSTEE TO APPLY THE AVAILABLE FUNDS FOR SUCH PAYMENT DATE TO MAKE
THE FOLLOWING PAYMENTS AND DEPOSITS IN THE FOLLOWING ORDER OF PRIORITY, AND THE
INDENTURE TRUSTEE SHALL APPLY AS SO INSTRUCTED:
(I)
TO THE BACK-UP SERVICER, THE INDENTURE
TRUSTEE, THE CUSTODIAN AND THE OWNER TRUSTEE IN ITS INDIVIDUAL CAPACITY,
RESPECTIVELY, ANY UNPAID OR UNREIMBURSED BACK-UP SERVICER FEE, INDENTURE TRUSTEE
FEE AND OWNER TRUSTEE FEE, AS APPLICABLE, AND EXPENSES (INCLUDING, BUT NOT
LIMITED TO, ATTORNEYS' FEES AND TRANSITION EXPENSES) IN ACCORDANCE WITH THE
TERMS OF THE FEE LETTERS AND THE TRANSACTION DOCUMENTS; PROVIDED THAT ANY SUCH
EXPENSES SHALL NOT EXCEED $50,000.00 IN THE AGGREGATE PER YEAR AND (A) PRIOR TO
AN EVENT OF SERVICING TERMINATION, $100,000.00 IN THE TOTAL AGGREGATE OR
(B) AFTER AN EVENT OF SERVICING TERMINATION, $200,000.00 IN THE TOTAL AGGREGATE
SO LONG AS THE NOTES SHALL REMAIN OUTSTANDING AND THE POLICY HAS NOT BEEN
CANCELLED;
(II)
TO THE SERVICER, THE TOTAL SERVICING FEE
FOR THE PRECEDING COLLECTION PERIOD;
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(III)
TO THE CLASS A NOTE