this Section 3.5.
(C)
IF THE SERVICER DETERMINES ON ANY
DETERMINATION DATE THAT THE AVAILABLE FUNDS FOR THE FOLLOWING PAYMENT DATE PLUS
THE RESERVE ACCOUNT DRAW AMOUNT (EXCLUDING THAT PORTION
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ATTRIBUTABLE TO CLAUSE (II) OF SECTION 3.5(A)) FOR SUCH PAYMENT DATE WILL BE
INSUFFICIENT TO PAY IN FULL THE REQUIRED PAYMENT AMOUNT (EXCLUDING THAT PORTION
ATTRIBUTABLE TO CLAUSE (II) OF SECTION 3.5(A)) 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)
THE CLASS A NOTE BALANCE OUTSTANDING ON THE
FINAL NOTE PAYMENT DATE, 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, 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