To the extent that Company's purchase of, or payment of premiums with respect to, such policy or policies results in compensation income to Executive, Company shall pay to Executive an additional payment (the "Policy Payment") in an amount such that after payment by Executive of all taxes imposed on Executive with respect to the Policy Payment, Executive retains an amount of the Policy Payment equal to the taxes imposed upon Executive with respect to such purchase or the payment of such premiums.
Any funds remaining in the Policy Payment Account on the first Business Day following a Payment Date shall be returned to the Insurer pursuant to the written instructions of the Insurer by the end of such Business Day.
The Indenture Trustee shall deposit upon receipt any amount paid under the Policy into the Policy Payment Account and distribute such amount only for purposes of payment to the Noteholders of the Insured Amount for which a claim was made and such amount may not be applied to satisfy any costs, expenses or liabilities of the Sponsor, the Servicer, the Indenture Trustee or the Trust.
Funds held in the Policy Payment Account shall not be invested by the Trustee.
Upon the payment of any Insurance Policy Payment Amount in accordance with the terms of the Insurance Policy, the Insurer shall be fully subrogated to the rights of the Noteholders to receive the amount so paid and shall be deemed to be a Noteholder with respect thereto.