Common use of Certificate Insurance Policy Clause in Contracts

Certificate Insurance Policy. As soon as possible, and in no event later than 11:00 a.m., New York time, on the second Business Day immediately preceding each Distribution Date, the Trustee shall determine the amount of Available Funds for such Distribution Date minus the amount of any Premium Amount and any Trustee Fee to be paid on such Distribution Date. If for any Distribution Date a Deficiency Amount exists, the Trustee shall complete a notice in the form set forth as Exhibit A to the Certificate Insurance Policy (the "Notice") and shall submit such Notice to the Fiscal Agent no later than 12:00 noon, New York time, on the second Business Day preceding such Distribution Date. The Notice shall constitute a claim for an Insured Payment pursuant to the Certificate Insurance Policy. Upon receipt of the Insured Payment, at or prior to the latest time payments of the Insured Payment are to be made by the Certificate Insurer pursuant to the Certificate Insurance Policy, on behalf of the Senior Certificateholders, the Trustee shall deposit such Insured Payments in the Distribution Account and shall distribute such Insured Payments only in accordance with Section 5.01(a)(2) and 5.01(a)(4), if applicable. The Trustee shall receive, as attorney-in-fact of each Holder of a Senior Certificate, any Insured Payment from the Certificate Insurer and disburse the same to each Holder of a Senior Certificate in accordance with the provisions of Article V. Insured Payments disbursed by the Trustee from proceeds of the Certificate Insurance Policy shall not be considered payment by the Trust nor shall such payments discharge the obligation of the Trust with respect to such Senior Certificate, and the Certificate Insurer shall become the owner of such unpaid amounts due from the Trust in respect of such Insured Payments as the deemed assignee of such Holder and shall be entitled to receive the Reimbursement Amount pursuant to Section 5.01(a)(5). The Trustee hereby agrees on behalf of each Holder of a Senior Certificate for the benefit of the Certificate Insurer that it and they recognize that to the extent the Certificate Insurer makes Insured Payments, either directly or indirectly (as by paying through the Trustee), to the Senior Certificateholders, the Certificate Insurer will be entitled to receive the Reimbursement Amount pursuant to Section 5.01(a)(5). It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to reimbursement on any Distribution Date for amounts previously paid by it unless on such Distribution Date the Senior Certificateholders shall also have received the full amount of the Guaranteed Distributions for such Distribution Date.

Certificate Insurance Policy. As soon as possible, and in no event later than 11:00 a.m., New York time, on the second Business Day immediately preceding each Distribution Date, the Trustee shall determine the amount of Available Funds for such Distribution Date minus the amount of any Premium Amount and any Trustee Fee to be paid on such Distribution Date. If for any Distribution Date a Deficiency Amount exists, the Trustee shall complete a notice in the form set forth as Exhibit A to the Certificate Insurance Policy (the "“Notice"”) and shall submit such Notice to the Fiscal Agent no later than 12:00 noon, New York time, on the second Business Day preceding such Distribution Date. The Notice shall constitute a claim for an Insured Payment pursuant to the Certificate Insurance Policy. Upon receipt of the Insured Payment, at or prior to the latest time payments of the Insured Payment are to be made by the Certificate Insurer pursuant to the Certificate Insurance Policy, on behalf of the Senior Certificateholders, the Trustee shall deposit such Insured Payments in the Distribution Policy Payments Account and shall distribute such Insured Payments only in accordance with Section 5.01(a)(2) and 5.01(a)(4), if applicable. The Trustee shall receive, as attorney-in-fact of each Holder of a Senior Certificate, any Insured Payment from the Certificate Insurer and disburse the same to each Holder of a Senior Certificate in accordance with the provisions of Article V. Insured Payments disbursed by the Trustee from proceeds of the Certificate Insurance Policy shall not be considered payment by the Trust nor shall such payments discharge the obligation of the Trust with respect to such Senior Certificate, and the Certificate Insurer shall become the owner of such unpaid amounts due from the Trust in respect of such Insured Payments as the deemed assignee of such Holder and shall be entitled to receive the Reimbursement Amount pursuant to Section 5.01(a)(5)) to the extent not received by subrogation as subrogee of the Class A Holders. The Trustee hereby agrees on behalf of each Holder of a Senior Certificate for the benefit of the Certificate Insurer that it and they recognize that to the extent the Certificate Insurer makes Insured Payments, either directly or indirectly (as by paying through the Trustee), to the Senior Certificateholders, the Certificate Insurer will be entitled to receive the Reimbursement Amount pursuant to Section 5.01(a)(5). It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to reimbursement on any Distribution Date for amounts previously paid by it unless on such Distribution Date the Senior Certificateholders shall also have received the full amount of the Guaranteed Distributions for such Distribution Date.

Certificate Insurance Policy. As soon as possible, and in no event later than 11:00 a.m., (a) By 12:00 noon New York timeCity time on each Determination Date the Trustee shall, based solely on the second Business Day information set forth in the related Servicer's Certificate, determine the Net Available Distribution Amount with respect to the immediately preceding each following Distribution Date, . (b) If the Trustee shall determine Required Payments for any Distribution Date exceed the amount of Net Available Funds Distribution Amount for such Distribution Date minus (such excess being a "Deficiency Amount") and the amount of any Premium Certificate Insurer does not otherwise fund such Deficiency Amount and any Trustee Fee to be paid by 12:00 p.m. New York City time on such Distribution Date. If for any the third Business Day preceding the related Distribution Date a Deficiency Amount exists(the "Claim Date"), the Trustee shall complete a notice Notice in the form set forth as of Exhibit A attached to the Certificate Insurance Policy (the "Notice") and shall submit such Notice notice to the Fiscal Agent Certificate Insurer no later than 12:00 noon, p.m. New York time, City time on the second Business Day preceding Claim Date as a claim for an Insured Payment in an amount equal to such Distribution DateDeficiency Amount. The Notice shall specify the amount of the Insured Payment and shall constitute a claim for an Insured Payment pursuant to the Certificate Insurance Policy. Upon receipt of the Insured Payment, at or prior . (c) The Trustee shall report to the latest time payments of the Insured Payment are to be made by Seller and the Certificate Insurer pursuant with respect to the amounts then held in each Account held by the Trustee and the identity of the investments included therein, as the Seller or the Certificate Insurer may from time to time request. Without limiting the generality of the foregoing, the Trustee shall, at the request of the Seller or the Certificate Insurer, transmit promptly to the Certificate Insurance Policy, on behalf Insurer and the Seller copies of all accountings of receipts in respect of the Senior Certificateholders, Receivables furnished to it by the Trustee shall deposit such Insured Payments in the Distribution Account and shall distribute such Insured Payments only in accordance with Section 5.01(a)(2Servicer. (d) and 5.01(a)(4), if applicable. The Trustee shall receive, (i) receive as attorney-in-fact of each Holder of a Senior Certificate, the Certificateholders any Insured Payment from the Certificate Insurer and (ii) disburse the same to each Holder of a Senior Certificate such Certificateholders as set forth in accordance with the provisions of Article V. Section 5.4. Insured Payments disbursed by the Trustee from proceeds of the Certificate Insurance Policy shall not be considered payment by the Trust nor shall such payments discharge the obligation of the Trust with respect to such Senior Certificatethe Certificates, and the Certificate Insurer shall become the owner of such unpaid amounts due from the Trust in respect of such Insured Payments as the deemed assignee of such Holder and shall be entitled to receive the Reimbursement Amount pursuant to Section 5.01(a)(5)Certificateholders, as hereinafter provided. The Trust and the Trustee hereby agrees agree on behalf of each Holder of a Senior Certificate Certificateholder for the benefit of the Certificate Insurer that it and they recognize that to the extent the Certificate Insurer makes pays Insured Payments, either directly or indirectly (as by paying through the Trustee), to the Senior Certificateholders, the Certificate Insurer will shall be entitled subrogated to receive the Reimbursement Amount pursuant to Section 5.01(a)(5). It is understood and agreed that the intention rights of the parties is that Certificateholders with respect to such Insured Payments, shall be deemed to the extent of the Insured Payments so made to be a Certificateholder and shall receive future distributions until all such Insured Payments by the Certificate Insurer have been fully reimbursed, as described in the following paragraph. To evidence such subrogation, the Trustee shall not be entitled to reimbursement note the Certificate Insurer's rights as subrogee on the Certificate Register upon receipt from the Certificate Insurer of proof of the payment of any Insured Payment, after making the distribution on any such future Distribution Date for amounts previously paid by it unless on such Distribution Date to the Senior Certificateholders shall also have received other than to the full amount of the Guaranteed Distributions for such Distribution DateCertificate Insurer.

Certificate Insurance Policy. (a) As soon as possible, and in no event later than 11:00 a.m., 12:00 noon New York time, time on the second Business Day immediately preceding each the Distribution Date, the Trustee Securities Administrator shall determine furnish the amount of Available Funds for such Distribution Date minus Certificate Insurer and the amount of any Premium Amount and any Trustee Fee to be paid on such Distribution Date. If for any Distribution Date Servicer with a Deficiency Amount exists, the Trustee shall complete a notice completed Notice in the form set forth as Exhibit A to the Endorsement to the Certificate Insurance Policy in the event that the Available Funds (the "Notice"other than any amounts in respect of Insured Amounts) and shall submit such Notice are insufficient to pay Current Interest (net of any Net Interest Shortfalls, Basis Risk Shortfalls or Deferred Interest) with respect to the Fiscal Agent no later than 12:00 noonClass A-2B Certificateholders, New York timeas applicable, on the second Business Day preceding such Distribution Date. The Notice shall specify the amount of Insured Amounts and shall constitute a claim for an Insured Payment Amount pursuant to the Certificate Insurance Policy. . (b) Upon receipt of the an Insured Payment, at or prior to the latest time payments of the Insured Payment are to be made by Amount from the Certificate Insurer pursuant to the Certificate Insurance Policy, on behalf of the Senior CertificateholdersHolders of the Insured Certificates, the Trustee Securities Administrator shall deposit such Insured Payments Amount into the Class A-2B Policy Account. All such amounts on deposit in the Class A2-B Policy Account shall remain uninvested. On or prior to each Distribution Date, Securities Administrator shall transfer amounts on deposit in the Class A-2B Policy Account to the Distribution Account and shall distribute such Insured Payments only in accordance with Amounts pursuant to Section 5.01(a)(2) and 5.01(a)(4), if applicable5.01. The Trustee Securities Administrator shall receiveinclude on each Distribution Date any Insured Amounts received by it from or on behalf of the Certificate Insurer for such Distribution Date (i) in the amount distributed to the Holders of the Insured Certificates pursuant to Section 5.01 and (ii) in the amount deemed to have been distributed to Class A-2B Regular Interest and deposited for its benefit into the Distribution Account. If on any Distribution Date the Securities Administrator determines that the Certificate Insurer has paid more under the Certificate Insurance Policy than is required by the terms thereof, the Securities Administrator shall promptly return the excess amount to the Certificate Insurer. (c) The Securities Administrator shall (i) receive as attorney-in-fact of each Holder the Holders of a Senior Certificate, the Insured Certificates any Insured Payment from Amount delivered to it by the Certificate Insurer for payment to such Holders and disburse the same (ii) distribute such Insured Amount to each Holder of a Senior Certificate such Holders as set forth in accordance with the provisions of Article V. Section 5.01. Insured Payments Amounts disbursed by the Trustee Securities Administrator from proceeds of the Certificate Insurance Policy shall not be considered payment by the Trust Fund with respect to the Insured Certificates, nor shall such payments disbursement of Insured Amounts discharge the obligation obligations of the Trust Fund with respect to such Senior Certificatethe amounts thereof, and the Certificate Insurer shall become the owner of such unpaid amounts due from to the Trust in respect of extent covered by such Insured Payments Amounts as the deemed assignee of such Holder and shall be entitled to receive the Reimbursement Amount pursuant to Section 5.01(a)(5)Holders. The Trustee hereby agrees on behalf of the Holders of the Insured Certificates (and each Holder such Holder, by its acceptance of a Senior Certificate its Insured Certificates, hereby agrees) for the benefit of the Certificate Insurer that it and they recognize that that, to the extent the Certificate Insurer makes pays any Insured PaymentsAmount, either directly or indirectly (as by paying through the TrusteeSecurities Administrator), to the Senior CertificateholdersHolder of a Insured Certificate, the Certificate Insurer will be entitled to be subrogated to any rights of such Holder to receive the Reimbursement amounts for which such Insured Amount pursuant was paid, to Section 5.01(a)(5). It is understood the extent of such payment, and agreed that the intention of the parties is that will be entitled to receive the Certificate Insurer shall not be entitled to reimbursement on any Distribution Date for amounts previously paid by it unless on such Distribution Date Reimbursement Amount as set forth in Section 5.01. (d) At the Senior Certificateholders shall also have received the full amount end of the Guaranteed Distributions Term of the Policy (as defined in the Certificate Insurance Policy), the Trustee shall return the Certificate Insurance Policy to the Certificate Insurer for such Distribution Datecancellation.

Certificate Insurance Policy. (a) As soon as possible, and in no event later than 11:00 a.m., 12:00 noon New York time, time on the second Business Day immediately preceding each the Distribution Date, the Trustee shall determine furnish the amount of Available Funds for such Distribution Date minus Certificate Insurer and the amount of any Premium Amount and any Trustee Fee to be paid on such Distribution Date. If for any Distribution Date Servicer with a Deficiency Amount exists, the Trustee shall complete a completed notice in the form set forth as Exhibit A to the Endorsement to the Certificate Insurance Policy (the "“Notice"”) in the event that the related Available Funds (other than any amounts in respect of Insured Amounts), Crosscollateralization Payments and shall submit such Notice amounts available from the other Group’s sub-account of the Spread Account are insufficient to pay the Fiscal Agent no later than 12:00 noonRemittance Amount with respect to each Class of Class A or Class A-IO Certificateholders, New York timeas applicable, on the second Business Day preceding such Distribution Date. The Notice shall specify the amount of Insured Amounts and shall constitute a claim for an Insured Payment Amount pursuant to the Certificate Insurance Policy. Upon receipt of the Insured Payment, at or prior to the latest time payments Amounts on behalf of the Insured Payment are to be made by the Certificate Insurer pursuant to Class A and Class A-IO Certificateholders under the Certificate Insurance Policy, on behalf of the Senior Certificateholders, the Trustee shall deposit such Insured Payments Amounts in the Distribution Account and shall distribute such Insured Payments only in accordance with Amounts pursuant to Section 5.01(a)(25.01. (b) and 5.01(a)(4), if applicable. The Trustee shall receive, as attorney-in-fact of each Holder of a Senior Class A and Class A-IO Certificate, any Insured Payment Amount from the Certificate Insurer and disburse the same to each Holder of a Senior Class A and Class A-IO Certificate in accordance with the provisions of Article V. Section 5.01. Insured Payments Amounts disbursed by the Trustee from proceeds of the Certificate Insurance Policy shall not be considered payment by the Trust nor shall such payments discharge the obligation of the Trust with respect to the related Class of Class A and Class A-IO Certificates, and the related Class Principal Balance shall be deemed not reduced for such Senior Certificate, purposes and the Certificate Insurer shall become the owner of such unpaid amounts due from the Trust in respect of such Insured Payments as the deemed assignee Class of such Holder Class A and shall be entitled to receive the Reimbursement Amount pursuant to Section 5.01(a)(5)Class A-IO Certificates. The Trustee hereby agrees on behalf of each Holder of a Senior Class A and Class A-IO Certificate for the benefit of the Certificate Insurer that it and they recognize recognizes that to the extent the Certificate Insurer makes pays Insured PaymentsAmounts, either directly or indirectly (as by paying through the Trustee), to the Senior Class A and Class A-IO Certificateholders, the Certificate Insurer will be entitled subrogated to the rights of such Class A and Class A-IO Certificateholders, as applicable, with respect to such Insured Amounts, shall be deemed to the extent of the payments so made to be a registered Class A and Class A-IO Certificateholder for purposes of payment and shall receive all future related Remittance Amounts until all such Insured Amounts by the Reimbursement Certificate Insurer have been fully reimbursed, subject to the following paragraph. To evidence such subrogation, the Trustee shall note the Certificate Insurer’s rights as subrogee on the registration books maintained by the Trustee and on any related Class A and Class A-IO Certificates surrendered for payment upon receipt from the Certificate Insurer of proof of payment of any Insured Amount. Except as otherwise described herein, the Certificate Insurer shall not acquire any voting rights hereunder as a result of such subrogation. The effect of the foregoing provisions is that, to the extent of Insured Amounts paid by it, the Certificate Insurer shall be paid before payment of the balance of the related Remittance Amount pursuant is made to Section 5.01(a)(5). the other Holders of the related Class of Class A and Class A-IO Certificates subject to the following paragraph. (c) It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to reimbursement on any Distribution Date for amounts previously paid by it unless it, unless, on such Distribution Date the Senior Date, each Class of Class A and Class A-IO Certificateholders shall also have received the full amount of the Guaranteed Distributions related Remittance Amount (exclusive of amounts representing amounts previously paid to the related Class of Class A and Class A-IO Certificateholders as Insured Amounts) for such Distribution Date. (d) The Trustee shall keep complete and accurate records of the amount of Insured Amounts and the Certificate Insurer shall have the right to inspect such records at reasonable times upon one Business Day’s prior notice to the Trustee. (e) The Trustee shall promptly notify the Certificate Insurer of any proceeding or the institution of any action seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership or similar law (a “Preference Claim”) of any distribution made with respect to the Class A and Class A-IO Certificates. Each Holder, by its purchase of Class A or Class A-IO Certificates, and the Trustee hereby agree that, the Certificate Insurer (so long as no Certificate Insurer Default exists) may, at any time during the continuation of any proceeding relating to a Preference Claim, direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim, and (ii) the posting of any surety, supersedeus or performance bond pending any such appeal. In addition, and without limitation of the foregoing, the Certificate Insurer shall be subrogated to the rights of the Trustee and each such Holder in the conduct of any such Preference Claim, 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 Claim. Insured Amounts paid by the Certificate Insurer to the Trustee shall be received by the Trustee, as agent to the Certificateholders. The Trustee is not permitted to make a claim on the Trust or on any Certificateholder for payments made to Certificateholders under the Certificate Insurance Policy which are characterized as preference payments by any Bankruptcy Court having jurisdiction over any bankrupt Mortgagor unless ordered to do so by such Bankruptcy Court.

Certificate Insurance Policy. (a) On or prior to the Closing Date, the Securities Administrator, on behalf of the Trustee in trust for the Trust Fund, shall cause to be established and maintained the Policy Account, into which amounts received by the Securities Administrator pursuant to the Certificate Insurance Policy shall be deposited for the benefit of the Insured Certificates. Amounts on deposit in the Policy Account shall not be invested and shall not be held in an interest-bearing account. (b) As soon as possible, and in no event later than 11:00 a.m., 12:00 noon New York time, time on the second Business Day immediately preceding each any Distribution Date, the Trustee Securities Administrator shall determine furnish the amount of Available Funds for such Distribution Date minus the amount of any Premium Amount and any Trustee Fee to be paid on such Distribution Date. If for any Distribution Date Certificate Insurer with a Deficiency Amount exists, the Trustee shall complete a notice completed Notice in the form set forth as Exhibit A to the Endorsement to the Certificate Insurance Policy in the event that (a) the "Notice"related Available Funds (other than any amounts in respect of Insured Amounts) and shall submit such Notice are insufficient to pay the Monthly Interest Distributable Amount (net of any Net Interest Shortfalls, Basis Risk Shortfalls or Net Deferred Interest) with respect to the Fiscal Agent no later than 12:00 noon, New York time, Holders of the Insured Certificates on such Distribution Date or (b) a Realized Loss is to be allocated to the second Business Day preceding Insured Certificates on such Distribution Date; provided, however, that if such Distribution Date is the Final Distribution Date, the Notice shall also include the aggregate outstanding Class Principal Balances on each Class of the Insured Certificates, after giving effect to all payments of principal on the Insured Certificates on such Final Distribution Date, other than pursuant to the Certificate Insurance Policy. The Notice shall specify the amount of Insured Amounts for each Insured Certificate and shall constitute a claim for an Insured Payment Amount pursuant to the Certificate Insurance Policy. . (c) Upon receipt of the an Insured Payment, at or prior to the latest time payments of the Insured Payment are to be made by Amount from the Certificate Insurer pursuant to the Certificate Insurance Policy, on behalf of the Senior CertificateholdersHolders of the Insured Certificates, the Trustee Securities Administrator shall deposit such Insured Payments Amount into the Policy Account. All such amounts on deposit in the Policy Account shall remain uninvested. On or prior to each Distribution Date, the Securities Administrator shall transfer amounts on deposit in the Policy Account to the Distribution Account and shall distribute such Insured Payments only in accordance with Amounts to the Insured Certificates pursuant to Section 5.01(a)(2) and 5.01(a)(4), if applicable5.01. The Trustee Securities Administrator shall receiveinclude on each Distribution Date any Insured Amounts received by it from or on behalf of the Certificate Insurer for such Distribution Date (i) in the amount distributed to the Holders of the Insured Certificates pursuant to Section 5.01 and (ii) in the amount deemed to have been distributed to the Class 2A-1C regular interests and deposited for their benefit into the Distribution Account. If on any Distribution Date the Securities Administrator determines that the Certificate Insurer has paid more under the Certificate Insurance Policy than is required by the terms thereof, the Securities Administrator shall promptly return the excess amount to the Certificate Insurer. Funds received by the Securities Administrator as a result of any claim under the Certificate Insurance Policy shall be used solely for payment to the Holders of the Insured Certificates and may not be applied for any other purpose, including, without limitation, satisfaction of any costs, expenses or liabilities of the Securities Administrator or the Trust Fund. Any funds remaining in the Policy Account on the first Business Day after each Distribution Date shall be remitted promptly to the Certificate Insurer. The Securities Administrator shall keep complete and accurate records in respect of (i) all funds remitted to it by the Certificate Insurer and deposited into the Policy Account and (ii) the allocation of such funds to (A) payments of interest on and principal in respect of the Insured Certificates and (B) the amount of funds available to make distributions on the Insured Certificates. The Certificate Insurer shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days’ prior written notice to the Securities Administrator. (d) The Securities Administrator shall (i) receive as attorney-in-fact of each Holder the Holders of a Senior Certificate, the Insured Certificates any Insured Payment from Amount or Preference Claim delivered to it by the Certificate Insurer for payment to such Holders and disburse (ii) distribute any such Insured Amount to such Holder as set forth in Section 5.01. Anything herein to the same contrary notwithstanding, solely for purposes of determining the Certificate Insurer’s rights, as applicable, as subrogee for payments distributable pursuant to each Holder of a Senior the Certificate in accordance with the provisions of Article V. Insurance Policy, Insured Payments Amounts disbursed by the Trustee Securities Administrator from proceeds of the Certificate Insurance Policy shall not be considered payment by the Trust Fund with respect to the Insured Certificates, nor shall such payments disbursement of Insured Amounts discharge the obligation obligations of the Trust Fund with respect to such Senior Certificatethe amounts thereof, and the Certificate Insurer shall become the owner of such unpaid amounts due from to the Trust in respect of extent covered by such Insured Payments Amounts as the deemed assignee of such Holder and shall be entitled to receive the Reimbursement Amount pursuant to Section 5.01(a)(5)Holders. The Trustee Securities Administrator hereby agrees on behalf of the Holders of the Insured Certificates (and each Holder such Holder, by its acceptance of a Senior Certificate its Insured Certificate, hereby agrees) for the benefit of the Certificate Insurer that it and they recognize that that, to the extent the Certificate Insurer makes pays any Insured PaymentsAmount or Preference Claim, either directly or indirectly (as by paying through the TrusteeSecurities Administrator), to the Senior CertificateholdersHolders of the Insured Certificates, the Certificate Insurer will be entitled to be subrogated to any rights of such Holder to receive the amounts for which such Insured Amount or Preference Claim was paid, to the extent of such payment, and will be entitled to receive the Certificate Insurer Reimbursement Amount pursuant to as set forth in Section 5.01(a)(5)5.01. It is understood and agreed that In the intention event the Securities Administrator receives a certified copy of an order of the parties is appropriate court that any scheduled payment of principal or interest on an Insured Certificate has been voided in whole or in part as a preference payment under applicable bankruptcy law, the Securities Administrator shall (i) promptly notify the Certificate Insurer and (ii) comply with the provisions of the Certificate Insurance Policy, to obtain payment by the Certificate Insurer of such voided scheduled payment. The Securities Administrator shall furnish to the Certificate Insurer its records listing the payments on the affected Insured Certificates, if any, that have been made by the Trustee and subsequently recovered from the affected Holders, and the dates on which such payments were made by the Securities Administrator. (e) At the end of the Term of the Certificate Insurance Policy (as defined in the Certificate Insurance Policy), the Securities Administrator shall return the Certificate Insurance Policy to the Certificate Insurer for cancellation. (f) The Securities Administrator shall promptly notify the Certificate Insurer of either of the following as to which it has actual knowledge: (A) the commencement of any proceeding by or against the Depositor commenced under the United States bankruptcy code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an “Insolvency Proceeding”) and (B) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a “Preference Claim”) of any distribution made with respect to the Insured Certificates as to which it has actual knowledge. Each Holder of an Insured Certificate, by its purchase of such Insured Certificates, and the Securities Administrator each hereby agree that the Certificate Insurer shall not be entitled (so long as no Certificate Insurer Default exists) may at any time during the continuation of any proceeding relating to reimbursement on a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any Distribution Date for amounts previously paid by it unless on appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedes or performance bond pending any such Distribution Date the Senior Certificateholders shall also have received the full amount appeal. In addition and without limitation of the Guaranteed Distributions for foregoing, the Certificate Insurer shall be subrogated to the rights of the Securities Administrator and each Holder of an Insured Certificate in the conduct of any Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Distribution DatePreference Claim. (g) With respect to this Section 4.05, the terms “receipt” and “received” shall mean actual delivery to the Certificate Insurer, if any, prior to 12:00 p.m., New York time, on a Business Day; delivery either on a day that is not a Business Day or after 12:00 p.m., New York time, shall be deemed to be “received” on the next succeeding Business Day. If any notice or certificate given under the Certificate Insurance Policy by the Securities Administrator is not in proper form or is not properly completed, executed or delivered, it shall be deemed not to have been “received.” The Certificate Insurer shall promptly so advise the Securities Administrator and the Securities Administrator may submit an amended notice. (h) All references herein to the ratings assigned to the Insured Certificates and to the interests of any Certificateholders therein shall be without regard to the Certificate Insurance Policy.

Certificate Insurance Policy. As soon as possible, and in no event later than 11:00 a.m., (a) By 12:00 noon New York timeCity time on each Determination Date the Trustee shall, based solely on the second Business Day immediately preceding each Distribution Dateinformation set forth in the related Servicer's Certificate, the Trustee shall determine the amount of Available Funds for such Distribution Date minus (including the Yield Maintenance Withdrawal Amount) and the amount of the Reserve Account Withdrawal Amount with respect to the immediately following Distribution Date. (b) In the event that the Certificate Insurer does not otherwise make available to the Trustee any Premium shortfall in the sum of (i) the Reserve Account Withdrawal Amount and any Trustee Fee (ii) Available Funds (in each case taking into account the application of such amounts to be paid the priority of payments specified in Section 5.4(a)) to pay the amounts specified in clauses (iii) and (iv) of Section 5.4(a) (the "Deficiency Amount"), by 12:00 p.m. New York City time on such Distribution Date. If for any the third Business Day preceding the related Distribution Date a Deficiency Amount exists(the "Claim Date"), the Trustee shall complete a notice Notice in the form set forth as of Exhibit A attached to the Certificate Insurance Policy (the "Notice") and shall submit such Notice notice to the Fiscal Agent Certificate Insurer no later than 12:00 noon, p.m. New York time, City time on the second Business Day preceding Claim Date as a claim for an Insured Payment in an amount equal to such Distribution DateDeficiency Amount. The Notice shall specify the amount of the Insured Payment and shall constitute a claim for an Insured Payment pursuant to the Certificate Insurance Policy. Upon receipt of the Insured Payment, at or prior . (c) The Trustee shall report to the latest time payments of the Insured Payment are to be made by Seller and the Certificate Insurer pursuant with respect to the amounts then held in each Account held by the Trustee and the identity of the investments included therein, as the Seller or the Certificate Insurer may from time to time request. Without limiting the generality of the foregoing, the Trustee shall, at the request of the Seller or the Certificate Insurer, transmit promptly to the Certificate Insurance Policy, on behalf Insurer and the Seller copies of all accountings of receipts in respect of the Senior Certificateholders, Receivables furnished to it by the Trustee shall deposit such Insured Payments in the Distribution Account and shall distribute such Insured Payments only in accordance with Section 5.01(a)(2Servicer. (d) and 5.01(a)(4), if applicable. The Trustee shall receive, (i) receive as attorney-in-fact of each Holder of a Senior Certificate, the Certificateholders any Insured Payment from the Certificate Insurer and (ii) disburse the same to each Holder of a Senior Certificate such Certificateholders as set forth in accordance with the provisions of Article V. Section 5.4. Insured Payments disbursed by the Trustee from proceeds of the Certificate Insurance Policy shall not be considered payment by the Trust nor shall such payments discharge the obligation of the Trust with respect to such Senior Certificatethe Certificates, and the Certificate Insurer shall become the owner of such unpaid amounts due from the Trust in respect of such Insured Payments as the deemed assignee of such Holder Certificateholders, as hereinafter provided. The Trust and the Trustee hereby agree on behalf of each Certificateholder for the benefit of the Certificate Insurer that to the extent the Certificate Insurer pays Insured Payments, either directly or indirectly (as by paying through the Trustee), to the Certificateholders, the Certificate Insurer shall be subrogated to the rights of the Certificateholders with respect to such Insured Payments, shall be deemed to the extent of the Insured Payments so made to be a Certificateholder and shall receive future distributions until all such Insured Payments by the Certificate Insurer have been fully reimbursed, as described in the following paragraph. To evidence such subrogation, the Trustee shall note the Certificate Insurer's rights as subrogee on the Certificate Register upon receipt from the Certificate Insurer of proof of the payment of any Insured Payment, after making the distribution on any such future Distribution Date to the Certificateholders other than to the Certificate Insurer. The Certificate Insurer shall be entitled to receive the related Reimbursement Amount pursuant to Section 5.01(a)(5)5.4(a) with respect to each Insured Payment made by the Certificate Insurer. The Trustee hereby agrees on behalf of each Holder of a Senior Certificate Certificateholder and the Trust for the benefit of the Certificate Insurer that it and they recognize recognizes that to the extent the Certificate Insurer makes Insured Payments, either directly or indirectly (as by paying through the Trustee), to the Senior Certificateholders, or to the extent any Premium Amount remains unpaid, the Certificate Insurer will shall be entitled to receive the related Reimbursement Amount or Premium Amount pursuant to Section 5.01(a)(55.4(a). It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to reimbursement on any Distribution Date for amounts previously paid by it unless on such Distribution Date the Senior Certificateholders shall also have received the full amount of the Guaranteed Distributions Monthly Interest and Monthly Principal for such Distribution Date. (e) Each Certificateholder which pays any Preference Amounts theretofore received by such Certificateholder on account of such Certificate will be entitled to receive reimbursement for such amounts from the Certificate Insurer in accordance with the terms of the Certificate Insurance Policy, but only after (i) delivering a copy to the Certificate Insurer of a final, nonappealable order (a "Preference Order") of a court having competent jurisdiction under the United States Bankruptcy Code demanding payment of such amount to the bankruptcy court and (ii) irrevocably assigning such Certificateholder's claim with respect to such Preference Order to the Certificate Insurer in such form as is required by the Certificate Insurer. In no event shall the Certificate Insurer pay more than one Insured Payment in respect of any Preference Amount. Consequently, the Trustee shall not be entitled to reimbursement with respect to any Preference Order relating to the Certificateholder's receipt of funds representing Insured Payments made by the Certificate Insurer in respect of such Distribution Date. The Trustee, for itself and on behalf of the Certificateholders, agrees that the Certificate Insurer may at any time during the continuation of any proceeding relating to a Preference Order direct all matters relating to such Preference Order, including, without limitation, the direction of any appeal of any order relating to such Preference Order and the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Certificate Insurer shall be subrogated, to the extent of Insured Payments, to the rights of the Seller, the Servicer, the Trustee and each Certificateholder in the conduct of any such preference claim, including, without limitation, all rights of any party to any adversarial proceeding or action with respect to any court order issued in connection with any such preference claim. (f) The Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Certificate from moneys received under the Certificate Insurance Policy. The Certificate Insurer shall have the right to inspect such records at reasonable times during normal business hours upon one Business Day's prior notice to the Trustee. (g) The Certificate Insurer shall have the right to give participations in its rights under this Agreement and to enter into contracts of reinsurance with respect to the Certificate Insurance Policy; provided that no such grant of participation shall operate to relieve the Certificate Insurer of liability on the Certificate Insurance Policy, and provided further that no such participation or contract of reinsurance shall require the Servicer, the Trustee or the Seller to deal with any person other than the Certificate Insurer.

Certificate Insurance Policy. (a) On or prior to the Closing Date, the Trustee shall cause to be established and maintained the Policy Account, into which amounts received by the Trustee pursuant to the Certificate Insurance Policy shall be deposited for the benefit of the Class II-A-2 Certificates. The Policy Account may be a sub-account of the Distribution Account. Amounts on deposit in the Policy Account shall not be invested and shall not be held in an interest-bearing account. (b) As soon as possible, and in no event later than 11:00 a.m., 12:00 noon New York time, time on the second Business Day immediately preceding each any Distribution Date, the Trustee shall determine furnish the amount of Available Funds for such Distribution Date minus Certificate Insurer and the amount of any Premium Amount and any Trustee Fee to be paid on such Distribution Date. If for any Distribution Date Servicer with a Deficiency Amount exists, the Trustee shall complete a notice completed Notice in the form set forth as Exhibit A to the Endorsement to the Certificate Insurance Policy in the event that the related Principal Funds or Interest Funds (other than any amounts in respect of Insured Amounts) are insufficient to pay Current Interest and any Interest Carry Forward Amounts (net of any Prepayment Interest Shortfalls, Basis Risk Shortfalls or any shortfalls resulting from Net Deferred Interest or from the "Notice") and shall submit such Notice application of the Relief Act or similar state laws, allocated to the Fiscal Agent no later than 12:00 noon, New York timeClass II-A-2 Certificates) with respect to the Class II-A-2 Certificateholders, on the second Business Day preceding such Distribution Date; provided, however, that if such Distribution Date is the Final Distribution Date, the Notice shall also include the outstanding Current Principal Amount of the Class II-A-2 Certificates, after giving effect to all payments of principal on the Class II-A-2 Certificates on such Final Distribution Date, other than pursuant to the Certificate Insurance Policy. The Notice shall specify the amount of the Insured Amount and shall constitute a claim for an Insured Payment Amount pursuant to the Certificate Insurance Policy. . (c) Upon receipt of an Insured Amount in accordance with the Insured Payment, at or prior to the latest time payments of the Insured Payment are to be made by Certificate Insurance Policy from the Certificate Insurer pursuant to the Certificate Insurance Policy, on behalf of the Senior CertificateholdersHolders of the Insured Certificates, the Trustee shall deposit such Insured Payments Amount into the Policy Account. On or prior to each Distribution Date, the Trustee shall transfer amounts on deposit in the Policy Account to the Distribution Account and shall distribute such Insured Payments only in accordance with Amounts pursuant to Section 5.01(a)(2) and 5.01(a)(4), if applicable6.01. The Trustee shall receiveinclude on each Distribution Date any Insured Amounts received by it from or on behalf of the Certificate Insurer for such Distribution Date (i) in the amount distributed to the Holders of the Insured Certificates pursuant to Section 6.01(b) and (ii) in the amount deemed to have been distributed to the Class II-A-2 regular interests and deposited for their benefit into the Distribution Account. If on any Distribution Date the Trustee determines that the Certificate Insurer has paid more under the Certificate Insurance Policy than is required by the terms thereof, the Trustee shall promptly return any excess to the Certificate Insurer. (i) The Trustee shall receive as attorney-in-fact of each Holder the Holders of a Senior Certificate, the Insured Certificates any Insured Payment from Amount delivered to it by the Certificate Insurer for payment to such Holders and disburse (ii) the same Trustee shall distribute such Insured Amount to each Holder of a Senior Certificate such Holders as set forth in accordance with the provisions of Article V. Section 6.01. Insured Payments Amounts disbursed by the Trustee Paying Agent from proceeds of the Certificate Insurance Policy shall not be considered payment by the Trust Fund with respect to the Insured Certificates, nor shall such payments disbursement of Insured Amounts discharge the obligation obligations of the Trust Fund with respect to such Senior Certificatethe amounts thereof, and the Certificate Insurer shall become the owner of such unpaid amounts due from to the Trust in respect of extent covered by such Insured Payments Amounts as the deemed assignee of such Holder and shall be entitled to receive the Reimbursement Amount pursuant to Section 5.01(a)(5)Holders. The Trustee hereby agrees on behalf of the Holders of the Insured Certificates (and each Holder such Holder, by its acceptance of a Senior Certificate its Insured Certificates, hereby agrees) for the benefit of the Certificate Insurer that it and they recognize that that, to the extent the Certificate Insurer makes pays any Insured PaymentsAmount, either directly or indirectly (as by paying through the Trustee), to the Senior CertificateholdersHolder of an Insured Certificate, the Certificate Insurer will be entitled to be subrogated to any rights of such Holder to receive the amounts for which such Insured Amount was paid, to the extent of such payment, and will be entitled to receive the Reimbursement Amount pursuant to as set forth in Section 5.01(a)(5). It is understood and agreed that 6.01. (e) At the intention end of the parties is Term of the Certificate Insurance Policy (as defined in the Certificate Insurance Policy), the Trustee shall return the Certificate Insurance Policy to the Certificate Insurer for cancellation. (f) Upon its becoming aware of the occurrence of an Event of Default hereunder, the Trustee shall promptly notify the Certificate Insurer of such Event of Default. (g) The Trustee shall promptly notify the Certificate Insurer of either of the following as to which it has actual knowledge: (A) the commencement of any proceeding by or against the Depositor commenced under the United States bankruptcy code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an “Insolvency Proceeding”) and (B) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a “Preference Claim”) of any distribution made with respect to the Class II-A-2 Certificates as to which it has actual knowledge. Each Holder of a Class II-A-2 Certificate, by its purchase of Class II-A-2 Certificates, and the Trustee hereby agrees that the Certificate Insurer shall not be entitled (so long as no Certificate Insurer Default exists) may at any time during the continuation of any proceeding relating to reimbursement on a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any Distribution Date for amounts previously paid by it unless on appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedes or performance bond pending any such Distribution Date the Senior Certificateholders shall also have received the full amount appeal. In addition and without limitation of the Guaranteed Distributions for foregoing, the Certificate Insurer shall be subrogated to the rights of the Trustee and each Holder of a Class II-A-2 Certificate in the conduct of any Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Distribution DatePreference Claim. (h) The Servicer shall designate a “Certificate Insurer Contact Person” who shall be available to the Certificate Insurer to provide reasonable access to information regarding the Mortgage Loans. (i) The Trustee shall send to the Certificate Insurer the reports prepared pursuant to Sections 3.16 and 3.18 and the statements prepared pursuant to Section 4.06, as well as any other statements or communications sent to Holders of the Class II-A-2 Certificates, in each case at the same time such reports, statements and communications are otherwise sent. (j) With respect to this Section 4.07, the terms “Receipt” and “Received” shall mean actual delivery to the Certificate Insurer, if any, prior to 12:00 p.m., New York time, on a Business Day; delivery either on a day that is not a Business Day or after 12:00 p.m., New York time, shall be deemed to be Receipt on the next succeeding Business Day. If any notice or certificate given under the Certificate Insurance Policy by the Trustee is not in proper form or is not properly completed, executed or delivered, it shall be deemed not to have been Received. The Certificate Insurer shall promptly so advise the Trustee and the Trustee may submit an amended notice.

Certificate Insurance Policy. (a) On or prior to the Closing Date, the Securities Administrator, on behalf of the Trustee, shall cause to be established and maintained the Policy Account, into which amounts received by the Securities Administrator pursuant to the Certificate Insurance Policy shall be deposited for the benefit of the Insured Certificates. Amounts on deposit in the Policy Account shall not be invested and shall not be held in an interest-bearing account. (b) As soon as possible, and in no event later than 11:00 a.m., 12:00 noon New York time, time on the second Business Day immediately preceding each any Distribution Date, the Trustee Securities Administrator shall determine furnish the amount of Available Funds for such Distribution Date minus Certificate Insurer and the amount of any Premium Amount and any Trustee Fee to be paid on such Distribution Date. If for any Distribution Date Master Servicer with a Deficiency Amount exists, the Trustee shall complete a notice completed Notice in the form set forth as Exhibit A to the Endorsement to the Certificate Insurance Policy in the event that (a) the "Notice"related Available Funds (other than any amounts in respect of Insured Amounts) and shall submit such Notice are insufficient to pay the Monthly Interest Distributable Amount (net of any Net Interest Shortfalls, Basis Risk Shortfalls or Net Deferred Interest) with respect to the Fiscal Agent no later than 12:00 noonClass 1-A-1B or Class 2-A-1C Certificateholders, New York timeas applicable, on such Distribution Date or (b) a Realized Loss is to be allocated to either the second Business Day preceding Class 1-A-1B or Class 2-A-1C Certificates on such Distribution Date; provided, however, that if such Distribution Date is the Final Distribution Date, the Notice shall also include the aggregate outstanding Class Certificate Principal Balance of each Class of the Insured Certificates, after giving effect to all payments of principal on the Insured Certificates on such Final Distribution Date, other than pursuant to the Certificate Insurance Policy. The Notice shall specify the amount of Insured Amounts for each Class of the Insured Certificates and shall constitute a claim for an Insured Payment Amount pursuant to the Certificate Insurance Policy. . (c) Upon receipt of the an Insured Payment, at or prior to the latest time payments of the Insured Payment are to be made by Amount from the Certificate Insurer pursuant to the Certificate Insurance Policy, on behalf of the Senior CertificateholdersHolders of the Insured Certificates, the Trustee Securities Administrator shall deposit such Insured Payments Amount into the Policy Account. All such amounts on deposit in the Policy Account shall remain uninvested. On or prior to each Distribution Date, the Securities Administrator shall transfer amounts on deposit in the Policy Account to the Distribution Account and shall distribute such Insured Payments only in accordance with Amounts to the appropriate Classes of Insured Certificates pursuant to Section 5.01(a)(2) and 5.01(a)(4), if applicable5.01. The Trustee Securities Administrator shall receiveinclude on each Distribution Date any Insured Amounts received by it from or on behalf of the Certificate Insurer for such Distribution Date (i) in the amount distributed to the Holders of the Insured Certificates pursuant to Section 5.01 and (ii) in the amount deemed to have been distributed to the Class 1-A-1B and Class 2-A-1C regular interests and deposited for their benefit into the Distribution Account. If on any Distribution Date the Securities Administrator determines that the Certificate Insurer has paid more under the Certificate Insurance Policy than is required by the terms thereof, the Securities Administrator shall promptly return the excess amount to the Certificate Insurer. (d) The Securities Administrator shall (i) receive as attorney-in-fact of each Holder the Holders of a Senior Certificate, the Insured Certificates any Insured Amount or Avoided Payment from delivered to it by the Certificate Insurer for payment to such Holders and disburse the same (ii) distribute any such Insured Amount to each Holder of a Senior Certificate such Holders as set forth in accordance with the provisions of Article V. Section 5.01. Insured Payments Amounts disbursed by the Trustee Securities Administrator from proceeds of the Certificate Insurance Policy shall not be considered payment by the Trust Fund with respect to the Insured Certificates, nor shall such payments disbursement of Insured Amounts discharge the obligation obligations of the Trust Fund with respect to such Senior Certificatethe amounts thereof, and the Certificate Insurer shall become the owner of such unpaid amounts due from to the Trust in respect of extent covered by such Insured Payments Amounts as the deemed assignee of such Holder and shall be entitled to receive the Reimbursement Amount pursuant to Section 5.01(a)(5)Holders. The Trustee Securities Administrator hereby agrees on behalf of the Holders of the Insured Certificates (and each Holder such Holder, by its acceptance of a Senior Certificate its Insured Certificates, hereby agrees) for the benefit of the Certificate Insurer that it and they recognize that that, to the extent the Certificate Insurer makes pays any Insured PaymentsAmount or Avoided Payment, either directly or indirectly (as by paying through the TrusteeSecurities Administrator), to the Senior CertificateholdersHolder of a Insured Certificate, the Certificate Insurer will be entitled to be subrogated to any rights of such Holder to receive the Reimbursement amounts for which such Insured Amount pursuant or Avoided Payment was paid, to Section 5.01(a)(5). It is understood the extent of such payment, and agreed that the intention of the parties is that will be entitled to receive the Certificate Insurer shall not be entitled to reimbursement on any Distribution Date for amounts previously paid by it unless on such Distribution Date Reimbursement Amount as set forth in Section 5.01. (e) At the Senior Certificateholders shall also have received the full amount end of the Guaranteed Distributions Term of the Certificate Insurance Policy (as defined in the Certificate Insurance Policy), the Securities Administrator shall return the Certificate Insurance Policy to the Certificate Insurer for such Distribution Datecancellation.

Certificate Insurance Policy. (a) On or prior to the Closing Date, the Trustee shall cause to be established and maintained the Class 2-A-1C Policy Account, into which amounts received by the Trustee pursuant to the Certificate Insurance Policy shall be deposited for the benefit of the Class 2-A-1C Certificates. Amounts on deposit in the Class 2-A-1C Policy Account shall not be invested and shall not be held in an interest-bearing account. (b) As soon as possible, and in no event later than 11:00 a.m., 12:00 noon New York time, time on the second Business Day immediately preceding each any Distribution Date, the Trustee shall determine furnish the amount of Available Funds for such Distribution Date minus Certificate Insurer and the amount of any Premium Amount and any Trustee Fee to be paid on such Distribution Date. If for any Distribution Date Servicer with a Deficiency Amount exists, the Trustee shall complete a notice completed Notice in the form set forth as Exhibit A to the Endorsement to the Certificate Insurance Policy in the event that the Available Funds (other than any amounts in respect of Insured Amounts) are insufficient to pay the "Notice"Monthly Interest Distributable Amount (net of any Net Interest Shortfalls, Basis Risk Shortfalls or Net Deferred Interest) and shall submit such Notice with respect to the Fiscal Agent no later than 12:00 noonClass 2-A-1C Certificateholders, New York timeas applicable, on the second Business Day preceding such Distribution Date; provided, however, that if such Distribution Date is the Final Distribution Date, the Notice shall also include the outstanding Class Principal Balance of the Class 2-A-1C Certificates, after giving effect to all payments of principal on the Class 2-A-1C Certificates on such Final Distribution Date, other than pursuant to the Certificate Insurance Policy. The Notice shall specify the amount of Insured Amounts and shall constitute a claim for an Insured Payment Amount pursuant to the Certificate Insurance Policy. . (c) Upon receipt of the an Insured Payment, at or prior to the latest time payments of the Insured Payment are to be made by Amount from the Certificate Insurer pursuant to the Certificate Insurance Policy, on behalf of the Senior CertificateholdersHolders of the Insured Certificates, the Trustee shall deposit such Insured Payments Amount into the Class 2-A-1C Policy Account. All such amounts on deposit in the Class 2-A-1C Policy Account shall remain uninvested. On or prior to each Distribution Date, the Trustee shall transfer amounts on deposit in the Class 2-A-1C Policy Account to the Distribution Account and shall distribute such Insured Payments only in accordance with Amounts pursuant to Section 5.01(a)(2) and 5.01(a)(4), if applicable5.01. The Trustee shall receiveinclude on each Distribution Date any Insured Amounts received by it from or on behalf of the Certificate Insurer for such Distribution Date (i) in the amount distributed to the Holders of the Insured Certificates pursuant to Section 5.01 and (ii) in the amount deemed to have been distributed to the Class 2-A-1C regular interest and deposited for its benefit into the Distribution Account. If on any Distribution Date the Trustee determines that the Certificate Insurer has paid more under the Certificate Insurance Policy than is required by the terms thereof, the Trustee shall promptly return the excess amount to the Certificate Insurer. (d) The Trustee shall (i) receive as attorney-in-fact of each Holder the Holders of a Senior Certificate, the Insured Certificates any Insured Payment from Amount delivered to it by the Certificate Insurer for payment to such Holders and disburse the same (ii) distribute such Insured Amount to each Holder of a Senior Certificate such Holders as set forth in accordance with the provisions of Article V. Section 5.01. Insured Payments Amounts disbursed by the Trustee from proceeds of the Certificate Insurance Policy shall not be considered payment by the Trust Fund with respect to the Insured Certificates, nor shall such payments disbursement of Insured Amounts discharge the obligation obligations of the Trust Fund with respect to such Senior Certificatethe amounts thereof, and the Certificate Insurer shall become the owner of such unpaid amounts due from to the Trust in respect of extent covered by such Insured Payments Amounts as the deemed assignee of such Holder and shall be entitled to receive the Reimbursement Amount pursuant to Section 5.01(a)(5)Holders. The Trustee hereby agrees on behalf of the Holders of the Insured Certificates (and each Holder such Holder, by its acceptance of a Senior Certificate its Insured Certificates, hereby agrees) for the benefit of the Certificate Insurer that it and they recognize that that, to the extent the Certificate Insurer makes pays any Insured PaymentsAmount, either directly or indirectly (as by paying through the Trustee), to the Senior CertificateholdersHolder of a Insured Certificate, the Certificate Insurer will be entitled to be subrogated to any rights of such Holder to receive the Reimbursement amounts for which such Insured Amount pursuant was paid, to Section 5.01(a)(5). It is understood the extent of such payment, and agreed that the intention of the parties is that will be entitled to receive the Certificate Insurer shall not be entitled to reimbursement on any Distribution Date for amounts previously paid by it unless on such Distribution Date Reimbursement Amount as set forth in Section 5.01. (e) At the Senior Certificateholders shall also have received the full amount end of the Guaranteed Distributions Term of the Policy (as defined in the Certificate Insurance Policy), the Trustee shall return the Certificate Insurance Policy to the Certificate Insurer for such Distribution Datecancellation.

Certificate Insurance Policy. (a) On or prior to the Closing Date, the Trustee shall cause to be established and maintained the Policy Account, into which amounts received by the Trustee pursuant to the Certificate Insurance Policy shall be deposited for the benefit of the Class 1-A1B and Class 2-A1C Certificates. Amounts on deposit in the Policy Account shall not be invested and shall not be held in an interest-bearing account. (b) As soon as possible, and in no event later than 11:00 a.m., 12:00 noon New York time, time on the second Business Day immediately preceding each any Distribution Date, the Trustee shall determine furnish the amount of Available Funds for such Distribution Date minus Certificate Insurer and the amount of any Premium Amount and any Trustee Fee to be paid on such Distribution Date. If for any Distribution Date Servicer with a Deficiency Amount exists, the Trustee shall complete a notice completed Notice in the form set forth as Exhibit A to the Endorsement to the Certificate Insurance Policy in the event that the related Available Funds (other than any amounts in respect of Insured Amounts) are insufficient to pay the "Notice"Monthly Interest Distributable Amount (net of any Net Interest Shortfalls, Basis Risk Shortfalls or Net Deferred Interest) and shall submit such Notice with respect to the Fiscal Agent no later than 12:00 noonClass 1-A1B and Class 2-A1C Certificateholders, New York timeas applicable, on the second Business Day preceding such Distribution Date; provided, however, that if such Distribution Date is the Final Distribution Date, the Notice shall also include the outstanding Class Principal Balance of the Class 1-A1B and Class 2-A1C Certificates, after giving effect to all payments of principal on the Class 1-A1B and Class 2-A1C Certificates on such Final Distribution Date, other than pursuant to the Certificate Insurance Policy. The Notice shall specify the amount of Insured Amounts and shall constitute a claim for an Insured Payment Amount pursuant to the Certificate Insurance Policy. . (c) Upon receipt of the an Insured Payment, at or prior to the latest time payments of the Insured Payment are to be made by Amount from the Certificate Insurer pursuant to the Certificate Insurance Policy, on behalf of the Senior CertificateholdersHolders of the Insured Certificates, the Trustee shall deposit such Insured Payments Amount into the Policy Account. All such amounts on deposit in the Policy Account shall remain uninvested. On or prior to each Distribution Date, the Trustee shall transfer amounts on deposit in the Policy Account to the Distribution Account and shall distribute such Insured Payments only in accordance with Amounts pursuant to Section 5.01(a)(2) and 5.01(a)(4), if applicable5.01. The Trustee shall receiveinclude on each Distribution Date any Insured Amounts received by it from or on behalf of the Certificate Insurer for such Distribution Date (i) in the amount distributed to the Holders of the Insured Certificates pursuant to Section 5.01 and (ii) in the amount deemed to have been distributed to the Class 1-A1B and Class 2-A1C regular interests and deposited for their benefit into the Distribution Account. If on any Distribution Date the Trustee determines that the Certificate Insurer has paid more under the Certificate Insurance Policy than is required by the terms thereof, the Trustee shall promptly return the excess amount to the Certificate Insurer. (d) The Trustee shall (i) receive as attorney-in-fact of each Holder the Holders of a Senior Certificate, the Insured Certificates any Insured Payment from Amount delivered to it by the Certificate Insurer for payment to such Holders and disburse the same (ii) distribute such Insured Amount to each Holder of a Senior Certificate such Holders as set forth in accordance with the provisions of Article V. Section 5.01. Insured Payments Amounts disbursed by the Trustee from proceeds of the Certificate Insurance Policy shall not be considered payment by the Trust Fund with respect to the Insured Certificates, nor shall such payments disbursement of Insured Amounts discharge the obligation obligations of the Trust Fund with respect to such Senior Certificatethe amounts thereof, and the Certificate Insurer shall become the owner of such unpaid amounts due from to the Trust in respect of extent covered by such Insured Payments Amounts as the deemed assignee of such Holder and shall be entitled to receive the Reimbursement Amount pursuant to Section 5.01(a)(5)Holders. The Trustee hereby agrees on behalf of the Holders of the Insured Certificates (and each Holder such Holder, by its acceptance of a Senior Certificate its Insured Certificates, hereby agrees) for the benefit of the Certificate Insurer that it and they recognize that that, to the extent the Certificate Insurer makes pays any Insured PaymentsAmount, either directly or indirectly (as by paying through the Trustee), to the Senior CertificateholdersHolder of a Insured Certificate, the Certificate Insurer will be entitled to be subrogated to any rights of such Holder to receive the Reimbursement amounts for which such Insured Amount pursuant was paid, to Section 5.01(a)(5). It is understood the extent of such payment, and agreed that the intention of the parties is that will be entitled to receive the Certificate Insurer shall not be entitled to reimbursement on any Distribution Date for amounts previously paid by it unless on such Distribution Date Reimbursement Amount as set forth in Section 5.01. (e) At the Senior Certificateholders shall also have received the full amount end of the Guaranteed Distributions Term of the Certificate Insurance Policy (as defined in the Certificate Insurance Policy), the Trustee shall return the Certificate Insurance Policy to the Certificate Insurer for such Distribution Datecancellation.

Certificate Insurance Policy. (a) On or prior to the Closing Date, the Securities Administrator, on behalf of the Trustee, shall cause to be established and maintained the Policy Account, into which amounts received by the Securities Administrator pursuant to the Certificate Insurance Policy shall be deposited for the benefit of the Insured Certificates. Amounts on deposit in the Policy Account shall not be invested and shall not be held in an interest-bearing account. (b) As soon as possible, and in no event later than 11:00 a.m., 12:00 noon New York time, time on the second Business Day immediately preceding each any Distribution Date, the Trustee Securities Administrator shall determine furnish the amount of Available Funds for such Distribution Date minus Certificate Insurer and the amount of any Premium Amount and any Trustee Fee to be paid on such Distribution Date. If for any Distribution Date Master Servicer with a Deficiency Amount exists, the Trustee shall complete a notice completed Notice in the form set forth as Exhibit A to the Endorsement to the Certificate Insurance Policy (in the "Notice") and shall submit such Notice to the Fiscal Agent no later than 12:00 noon, New York time, on the second Business Day preceding such Distribution Dateevent that a Deficiency Amount exists. The Notice shall specify the amount of Insured Amounts for each Class of the Insured Certificates and shall constitute a claim for an Insured Payment Amount pursuant to the Certificate Insurance Policy. . (c) Upon receipt of the an Insured Payment, at or prior to the latest time payments of the Insured Payment are to be made by Amount from the Certificate Insurer pursuant to the Certificate Insurance Policy, on behalf of the Senior CertificateholdersHolder of the Insured Certificates, the Trustee Securities Administrator shall deposit such Insured Payments Amount into the Policy Account. All such amounts on deposit in the Policy Account shall remain uninvested. On or prior to each Distribution Date, the Securities Administrator shall transfer amounts on deposit in the Policy Account to the Distribution Account and shall distribute such Insured Payments only in accordance with Amounts to the appropriate Classes of Insured Certificates pursuant to Section 5.01(a)(2) and 5.01(a)(4), if applicable5.01. The Trustee Securities Administrator shall receiveinclude on each Distribution Date any Insured Amounts received by it from or on behalf of the Certificate Insurer for such Distribution Date (i) in the amount distributed to the Holders of the Insured Certificates pursuant to Section 5.01 and (ii) in the amount deemed to have been distributed to the Class 1A-1B or Class 2A-1C regular interests, as applicable, and deposited for their benefit into the Distribution Account. If on any Distribution Date the Securities Administrator determines that the Certificate Insurer has paid more under the Certificate Insurance Policy than is required by the terms thereof, the Securities Administrator shall promptly return the excess amount to the Certificate Insurer. (d) The Securities Administrator shall (i) receive as attorney-in-fact of each Holder the Holders of a Senior Certificate, the Insured Certificates any Insured Amount or Avoided Payment from delivered to it by the Certificate Insurer for payment to such Holders and disburse the same (ii) distribute any such Insured Amount to each such Holder of a Senior Certificate as set forth in accordance with the provisions of Article V. Section 5.01. Insured Payments Amounts disbursed by the Trustee Securities Administrator from proceeds of the Certificate Insurance Policy shall not be considered payment by the Trust Fund with respect to the Insured Certificates, nor shall such payments disbursement of Insured Amounts discharge the obligation obligations of the Trust Fund with respect to such Senior Certificatethe amounts thereof, and the Certificate Insurer shall become the owner of such unpaid amounts due from to the Trust in respect of extent covered by such Insured Payments Amounts as the deemed assignee of such Holder and shall be entitled to receive the Reimbursement Amount pursuant to Section 5.01(a)(5)Holders. The Trustee Securities Administrator hereby agrees on behalf of the Holders of the Insured Certificates (and each Holder such Holder, by its acceptance of a Senior Certificate its Insured Certificate, hereby agrees) for the benefit of the Certificate Insurer that it and they recognize that that, to the extent the Certificate Insurer makes pays any Insured PaymentsAmount or Avoided Payment, either directly or indirectly (as by paying through the TrusteeSecurities Administrator), to the Senior CertificateholdersHolders of the Insured Certificates, the Certificate Insurer will be entitled to be subrogated to any rights of such Holder to receive the Reimbursement amounts for which such Insured Amount pursuant or Avoided Payment was paid, to Section 5.01(a)(5). It is understood the extent of such payment, and agreed that the intention of the parties is that will be entitled to receive the Certificate Insurer shall not be entitled to reimbursement on any Distribution Date for amounts previously paid by it unless on such Distribution Date Reimbursement Amount as set forth in Section 5.01. (e) At the Senior Certificateholders shall also have received the full amount end of the Guaranteed Distributions Term of the Certificate Insurance Policy (as defined in the Certificate Insurance Policy), the Securities Administrator shall return the Certificate Insurance Policy to the Certificate Insurer for such Distribution Datecancellation.

Certificate Insurance Policy. As soon as possible, and ---------------------------- in no event later than 11:00 a.m.3:00 p.m., New York time, on the second third Business Day immediately preceding each Distribution Date, the Trustee shall determine the amount of Available Funds for each Certificate Group (net of any Insured Payments) for such Distribution Date minus the amount of any related Premium Amount and any Trustee Fee to be paid on such Distribution Date. If for any Distribution Date a Deficiency Amount exists, the Trustee shall complete a notice in the form set forth as Exhibit A to the Certificate Insurance Policy (the "Notice") and shall submit such Notice to the Fiscal Agent no later than 12:00 noon, New York time, on the second Business Day preceding such Distribution Date. The Notice shall constitute a claim for an Insured Payment pursuant to the Certificate Insurance PolicyPolicy for an amount equal to the Deficiency Amount. Upon receipt of the Insured Payment, at or prior to the latest time payments of the Insured Payment are to be made by the Certificate Insurer pursuant to the Certificate Insurance Policy, on behalf of the Senior Class A Certificateholders, the Trustee shall deposit such Insured Payments in the Distribution Account and shall distribute such Insured Payments only in accordance with Section 5.01(a)(2) and 5.01(a)(4)with, if applicable. The Trustee shall receive, as attorney-in-fact of each Holder of a Senior Certificate, any Insured Payment from the Certificate Insurer and disburse the same to each Holder of a Senior Certificate in accordance with the provisions of Article V. Insured Payments disbursed by the Trustee from proceeds of the Certificate Insurance Policy shall not be considered payment by the Trust nor shall such payments discharge the obligation of the Trust with respect to such Senior Certificatethe Group 1 Certificates, Sections 5.01(a)(i)(2) and (3) and, with respect to the Certificate Insurer shall become the owner of such unpaid amounts due from the Trust in respect of such Insured Payments as the deemed assignee of such Holder Group 2 Certificates, 5.01(a)(ii)(2) and shall be entitled to receive the Reimbursement Amount pursuant to Section 5.01(a)(5(3). 01. The Trustee hereby agrees on behalf of each Holder of a Senior Class A Certificate for the benefit of the Certificate Insurer that it and they recognize that to the extent the Certificate Insurer makes Insured Payments, either directly or indirectly (as by paying through the Trustee), to the Senior Class A Certificateholders, the Certificate Insurer will be entitled to receive the Reimbursement Amount pursuant to be reimbursed therefore in accordance with Section 5.01(a)(5). It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to reimbursement on any Distribution Date for amounts previously paid by it unless on such Distribution Date the Senior Certificateholders shall also have received the full amount of the Guaranteed Distributions for such Distribution Date5.01.

Certificate Insurance Policy. (a) On or prior to the Closing Date, the Securities Administrator, on behalf of the Trustee, shall cause to be established and maintained the Policy Account, into which amounts received by the Securities Administrator pursuant to the Certificate Insurance Policy shall be deposited for the benefit of the Insured Certificates. Amounts on deposit in the Policy Account shall not be invested and shall not be held in an interest-bearing account. (b) As soon as possible, and in no event later than 11:00 a.m., 12:00 noon New York time, time on the second Business Day immediately preceding each any Distribution Date, the Trustee Securities Administrator shall determine furnish the amount of Available Funds for such Distribution Date minus the amount of any Premium Amount Certificate Insurer and any Trustee Fee to be paid on such Distribution Date. If for any Distribution Date a Deficiency Amount exists, the Trustee shall complete with a notice completed Notice in the form set forth as Exhibit A to the Endorsement to the Certificate Insurance Policy in the event that (a) the "Notice"related Available Funds (other than any amounts in respect of Insured Amounts) and shall submit such Notice are insufficient to pay the Monthly Interest Distributable Amount (net of any Net Interest Shortfalls, Basis Risk Shortfalls or Net Deferred Interest) with respect to the Fiscal Agent no later than 12:00 noon, New York time, Holders of the Insured Certificates on such Distribution Date or (b) a Realized Loss is to be allocated to the second Business Day preceding Class 2A-1C Certificates on such Distribution Date; provided, however, that if such Distribution Date is the Final Distribution Date, the Notice shall also include the aggregate outstanding Class Principal Balances of the Insured Certificates, after giving effect to all payments of principal on the Insured Certificates on such Final Distribution Date, other than pursuant to the Certificate Insurance Policy. The Notice shall specify the amount of Insured Amounts for each Class of Insured Certificate and shall constitute a claim for an Insured Payment Amount pursuant to the Certificate Insurance Policy. . (c) Upon receipt of the an Insured Payment, at or prior to the latest time payments of the Insured Payment are to be made by Amount from the Certificate Insurer pursuant to the Certificate Insurance Policy, on behalf of the Senior CertificateholdersHolder of the Insured Certificates, the Trustee Securities Administrator shall deposit such Insured Payments Amount into the Policy Account. All such amounts on deposit in the Policy Account shall remain uninvested. On or prior to each Distribution Date, the Securities Administrator shall transfer amounts on deposit in the Policy Account to the Distribution Account and shall distribute such Insured Payments only Amounts to the Insured Certificates pursuant to Section 5.01. The Securities Administrator shall include on each Distribution Date any Insured Amounts received by it from or on behalf of the Certificate Insurer for such Distribution Date (i) in the amount distributed to the Holders of the Insured Certificates pursuant to Section 5.01 and (ii) in the amount deemed to have been distributed to the Class 2A-1C regular interests and deposited for their benefit into the Distribution Account. If on any Distribution Date the Securities Administrator determines that the Certificate Insurer has paid more under the Certificate Insurance Policy than is required by the terms thereof, the Securities Administrator shall promptly return the excess amount to the Certificate Insurer. Funds received by the Securities Administrator as a result of any claim under the Certificate Insurance Policy shall be used solely for payment to the Holders of the Insured Certificates and may not be applied for any other purpose, including, without limitation, satisfaction of any costs, expenses or liabilities of the Securities Administrator, the Master Servicer or the Trust Fund. Any funds remaining in the Policy Account on the first Business Day after each Distribution Date shall be remitted promptly to the Certificate Insurer in accordance with the instructions set forth in Section 5.01(a)(2) and 5.01(a)(4), if applicable[[●]]. The Trustee Securities Administrator shall receive, keep complete and accurate records in respect of (i) all funds remitted to it by the Certificate Insurer and deposited into the Policy Account and (ii) the allocation of such funds to (A) payments of interest on and principal in respect of the Insured Certificates and (B) the amount of funds available to make distributions on the Insured Certificates. The Certificate Insurer shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days’ prior written notice to the Securities Administrator. (d) The Securities Administrator shall (i) receive as attorney-in-fact of each Holder the Holders of a Senior Certificate, the Insured Certificates any Insured Payment from Amount or Preference Claim delivered to it by the Certificate Insurer for payment to such Holders and disburse (ii) distribute any such Insured Amount to such Holder as set forth in Section 5.01. Anything herein to the same contrary notwithstanding, solely for purposes of determining the Certificate Insurer’s rights, as applicable, as subrogee for payments distributable pursuant to each Holder of a Senior the Certificate in accordance with the provisions of Article V. Insurance Policy, Insured Payments Amounts disbursed by the Trustee Securities Administrator from proceeds of the Certificate Insurance Policy shall not be considered payment by the Trust Fund with respect to the Insured Certificates, nor shall such payments disbursement of Insured Amounts discharge the obligation obligations of the Trust Fund with respect to such Senior Certificatethe amounts thereof, and the Certificate Insurer shall become the owner of such unpaid amounts due from to the Trust in respect of extent covered by such Insured Payments Amounts as the deemed assignee of such Holder and shall be entitled to receive the Reimbursement Amount pursuant to Section 5.01(a)(5)Holders. The Trustee Securities Administrator hereby agrees on behalf of the Holders of the Insured Certificates (and each Holder such Holder, by its acceptance of a Senior Certificate its Insured Certificate, hereby agrees) for the benefit of the Certificate Insurer that it and they recognize that that, to the extent the Certificate Insurer makes pays any Insured PaymentsAmount or Preference Claim, either directly or indirectly (as by paying through the TrusteeSecurities Administrator), to the Senior CertificateholdersHolders of the Insured Certificates, the Certificate Insurer will be entitled to be subrogated to any rights of such Holder to receive the amounts for which such Insured Amount or Preference Claim was paid, to the extent of such payment, and will be entitled to receive the Certificate Insurer Reimbursement Amount pursuant to as set forth in Section 5.01(a)(5)5.01. It is understood and agreed that In the intention event the Securities Administrator or the Trustee (who will promptly notify the Securities Administrator) receives a certified copy of an order of the parties is appropriate court that any scheduled payment of principal or interest on an Insured Certificate has been voided in whole or in part as a preference payment under applicable bankruptcy law, the Securities Administrator shall (i) promptly notify the Certificate Insurer and (ii) comply with the provisions of the Certificate Insurance Policy, to obtain payment by the Certificate Insurer of such voided scheduled payment. The Securities Administrator shall furnish to the Certificate Insurer its records listing the payments on the affected Insured Certificates, if any, that have been made by the Securities Administrator and subsequently recovered from the affected Holders, and the dates on which such payments were made by the Securities Administrator. (e) At the end of the Term of the Certificate Insurance Policy (as defined in the Certificate Insurance Policy), the Securities Administrator shall return the Certificate Insurance Policy to the Certificate Insurer for cancellation. (f) Upon its becoming aware of the occurrence of an Event of Default, the Securities Administrator shall promptly notify the Certificate Insurer of such Event of Default. (g) The Securities Administrator shall promptly notify the Certificate Insurer of either of the following as to which it has actual knowledge: (A) the commencement of any proceeding by or against the Depositor commenced under the United States bankruptcy code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an “Insolvency Proceeding”) and (B) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a “Preference Claim”) of any distribution made with respect to the Insured Certificates as to which it has actual knowledge. Each Holder of an Insured Certificate, by its purchase of such Insured Certificates, and the Securities Administrator and the Trustee each hereby agree that the Certificate Insurer shall not be entitled (so long as no Certificate Insurer Default exists) may at any time during the continuation of any proceeding relating to reimbursement on a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any Distribution Date for amounts previously paid by it unless on appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedes or performance bond pending any such Distribution Date the Senior Certificateholders shall also have received the full amount appeal. In addition and without limitation of the Guaranteed Distributions foregoing, the Certificate Insurer shall be subrogated to the rights of the Securities Administrator, the Trustee and each Holder of an Insured Certificate in the conduct of any Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim. (h) The Master Servicer shall designate a contact person for such Distribution Datethe Certificate Insurance Policy who shall be available to the Certificate Insurer to provide reasonable access to information regarding the Mortgage Loans. All inquiries shall be to the attention of Client Manager - HarborView 2006-7, at the address provided by the Master Servicer in Section 12.05. (i) With respect to this Section 4.05, the terms “receipt” and “received” shall mean actual delivery to the Certificate Insurer, if any, prior to 12:00 p.m., New York time, on a Business Day; delivery either on a day that is not a Business Day or after 12:00 p.m., New York time, shall be deemed to be “received” on the next succeeding Business Day. If any notice or certificate given under the Certificate Insurance Policy by the Securities Administrator is not in proper form or is not properly completed, executed or delivered, it shall be deemed not to have been “received.” The Certificate Insurer shall promptly so advise the Securities Administrator and the Securities Administrator may submit an amended notice. (j) All references herein to the ratings assigned to the Insured Certificates and to the interests of any Certificateholders therein shall be without regard to the Certificate Insurance Policy.

Certificate Insurance Policy. (a) On or prior to the Closing Date, the Securities Administrator, on behalf of the Trustee, shall cause to be established and maintained the Policy Account, into which amounts received by the Securities Administrator pursuant to the Certificate Insurance Policy shall be deposited for the benefit of the Insured Certificates. Notwithstanding anything herein to the contrary, the Securities Administrator will only establish the Policy Account if there are any amounts to be deposited therein. Amounts on deposit in the Policy Account shall not be invested and shall not be held in an interest-bearing account. (b) As soon as possible, and in no event later than 11:00 a.m., 12:00 noon New York time, time on the second Business Day immediately preceding each any Distribution Date, the Trustee Securities Administrator shall determine furnish the amount of Available Funds for such Distribution Date minus the amount of any Premium Amount Certificate Insurer and any Trustee Fee to be paid on such Distribution Date. If for any Distribution Date a Deficiency Amount exists, the Trustee shall complete with a notice completed Notice in the form set forth as Exhibit A to the Endorsement to the Certificate Insurance Policy in the event that (a) the "Notice"related Available Funds (other than any amounts in respect of Insured Amounts) and shall submit such Notice are insufficient to pay the Monthly Interest Distributable Amount (net of any Net Interest Shortfalls, Basis Risk Shortfalls or Net Deferred Interest) with respect to the Fiscal Agent no later than 12:00 noonHolders of the Insured Certificates on such Distribution Date or (b) a Realized Loss is to be allocated to the Class 1A-1B or Class 2A-1C Certificates, New York timeas applicable, on the second Business Day preceding such Distribution Date; provided, however, that if such Distribution Date is the Final Distribution Date, the Notice shall also include the aggregate outstanding Class Principal Balances on each Class of the Insured Certificates, after giving effect to all payments of principal on the Insured Certificates on such Final Distribution Date, other than pursuant to the Certificate Insurance Policy. The Notice shall specify the amount of Insured Amounts for each Class of Insured Certificate and shall constitute a claim for an Insured Payment Amount pursuant to the Certificate Insurance Policy. . (c) Upon receipt of the an Insured Payment, at or prior to the latest time payments of the Insured Payment are to be made by Amount from the Certificate Insurer pursuant to the Certificate Insurance Policy, on behalf of the Senior CertificateholdersHolder of the Insured Certificates, the Trustee Securities Administrator shall deposit such Insured Payments Amount into the Policy Account. All such amounts on deposit in the Policy Account shall remain uninvested. On or prior to each Distribution Date, the Securities Administrator shall transfer amounts on deposit in the Policy Account to the Distribution Account and shall distribute such Insured Payments only in accordance with Amounts to the Insured Certificates pursuant to Section 5.01(a)(2) and 5.01(a)(4), if applicable5.01. The Trustee Securities Administrator shall receiveinclude on each Distribution Date any Insured Amounts received by it from or on behalf of the Certificate Insurer for such Distribution Date (i) in the amount distributed to the Holders of the Insured Certificates pursuant to Section 5.01 and (ii) in the amount deemed to have been distributed to the Class 1A-1B or Class 2A-1C regular interests, as applicable, and deposited for their benefit into the Distribution Account. If on any Distribution Date the Securities Administrator determines that the Certificate Insurer has paid more under the Certificate Insurance Policy than is required by the terms thereof, the Securities Administrator shall promptly return the excess amount to the Certificate Insurer. Funds received by the Securities Administrator as a result of any claim under the Certificate Insurance Policy shall be used solely for payment to the Holders of the Insured Certificates and may not be applied for any other purpose, including, without limitation, satisfaction of any costs, expenses or liabilities of the Securities Administrator, the Master Servicer or the Trust Fund. Any funds remaining in the Policy Account on the first Business Day after each Distribution Date shall be remitted promptly to the Certificate Insurer. The Securities Administrator shall keep complete and accurate records in respect of (i) all funds remitted to it by the Certificate Insurer and deposited into the Policy Account and (ii) the allocation of such funds to (A) payments of interest on and principal in respect of the Insured Certificates and (B) the amount of funds available to make distributions on the Insured Certificates. The Certificate Insurer shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days’ prior written notice to the Securities Administrator. (d) The Securities Administrator shall (i) receive as attorney-in-fact of each Holder the Holders of a Senior Certificate, the Insured Certificates any Insured Payment from Amount or Preference Claim delivered to it by the Certificate Insurer for payment to such Holders and disburse (ii) distribute any such Insured Amount to such Holder as set forth in Section 5.01. Anything herein to the same contrary notwithstanding, solely for purposes of determining the Certificate Insurer’s rights, as applicable, as subrogee for payments distributable pursuant to each Holder of a Senior the Certificate in accordance with the provisions of Article V. Insurance Policy, Insured Payments Amounts disbursed by the Trustee Securities Administrator from proceeds of the Certificate Insurance Policy shall not be considered payment by the Trust Fund with respect to the Insured Certificates, nor shall such payments disbursement of Insured Amounts discharge the obligation obligations of the Trust Fund with respect to such Senior Certificatethe amounts thereof, and the Certificate Insurer shall become the owner of such unpaid amounts due from to the Trust in respect of extent covered by such Insured Payments Amounts as the deemed assignee of such Holder and shall be entitled to receive the Reimbursement Amount pursuant to Section 5.01(a)(5)Holders. The Trustee Securities Administrator hereby agrees on behalf of the Holders of the Insured Certificates (and each Holder such Holder, by its acceptance of a Senior Certificate its Insured Certificate, hereby agrees) for the benefit of the Certificate Insurer that it and they recognize that that, to the extent the Certificate Insurer makes pays any Insured PaymentsAmount or Preference Claim, either directly or indirectly (as by paying through the TrusteeSecurities Administrator), to the Senior CertificateholdersHolders of the Insured Certificates, the Certificate Insurer will be entitled to be subrogated to any rights of such Holder to receive the amounts for which such Insured Amount or Preference Claim was paid, to the extent of such payment, and will be entitled to receive the Certificate Insurer Reimbursement Amount pursuant to as set forth in Section 5.01(a)(5)5.01. It is understood and agreed that In the intention event the Securities Administrator or the Trustee (who will promptly notify the Securities Administrator) receives a certified copy of an order of the parties is appropriate court that any scheduled payment of principal or interest on an Insured Certificate has been voided in whole or in part as a preference payment under applicable bankruptcy law, the Securities Administrator shall (i) promptly notify the Certificate Insurer and (ii) comply with the provisions of the Certificate Insurance Policy, to obtain payment by the Certificate Insurer of such voided scheduled payment. The Securities Administrator shall furnish to the Certificate Insurer its records listing the payments on the affected Insured Certificates, if any, that have been made by the Securities Administrator and subsequently recovered from the affected Holders, and the dates on which such payments were made by the Securities Administrator. (e) At the end of the Term of the Certificate Insurance Policy (as defined in the Certificate Insurance Policy), the Securities Administrator shall return the Certificate Insurance Policy to the Certificate Insurer for cancellation. (f) Upon its becoming aware of the occurrence of an Event of Default, the Securities Administrator shall promptly notify the Certificate Insurer of such Event of Default. (g) The Securities Administrator shall promptly notify the Certificate Insurer of either of the following as to which it has actual knowledge: (A) the commencement of any proceeding by or against the Depositor commenced under the United States bankruptcy code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an “Insolvency Proceeding”) and (B) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a “Preference Claim”) of any distribution made with respect to the Insured Certificates as to which it has actual knowledge. Each Holder of an Insured Certificate, by its purchase of such Insured Certificates, and the Securities Administrator and the Trustee each hereby agree that the Certificate Insurer shall not be entitled (so long as no Certificate Insurer Default exists) may at any time during the continuation of any proceeding relating to reimbursement on a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any Distribution Date for amounts previously paid by it unless on appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedes or performance bond pending any such Distribution Date the Senior Certificateholders shall also have received the full amount appeal. In addition and without limitation of the Guaranteed Distributions foregoing, the Certificate Insurer shall be subrogated to the rights of the Securities Administrator, the Trustee and each Holder of an Insured Certificate in the conduct of any Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim. (h) The Master Servicer shall designate a contact person for such Distribution Datethe Certificate Insurance Policy who shall be available to the Certificate Insurer to provide reasonable access to information regarding the Mortgage Loans. All inquiries shall be to the attention of Client Manager - DSLA 2006-AR2, at the address provided by the Master Servicer in Section 12.05. (i) With respect to this Section 4.05, the terms “receipt” and “received” shall mean actual delivery to the Certificate Insurer, if any, prior to 12:00 p.m., New York time, on a Business Day; delivery either on a day that is not a Business Day or after 12:00 p.m., New York time, shall be deemed to be “received” on the next succeeding Business Day. If any notice or certificate given under the Certificate Insurance Policy by the Securities Administrator is not in proper form or is not properly completed, executed or delivered, it shall be deemed not to have been “received.” The Certificate Insurer shall promptly so advise the Securities Administrator and the Securities Administrator may submit an amended notice. (j) All references herein to the ratings assigned to the Insured Certificates and to the interests of any Certificateholders therein shall be without regard to the Certificate Insurance Policy.

Certificate Insurance Policy. (a) As soon as possible, and in no event later than 11:00 a.m., 12:00 noon New York time, time on the second Business Day immediately preceding each the Distribution Date, the Trustee Securities Administrator shall determine furnish the amount of Available Funds for such Distribution Date minus Certificate Insurer and the amount of any Premium Amount and any Trustee Fee to be paid on such Distribution Date. If for any Distribution Date Servicer with a Deficiency Amount exists, the Trustee shall complete a notice completed Notice in the form set forth as Exhibit A to the Endorsement to the Certificate Insurance Policy in the event that the Available Funds (the "Notice"other than any amounts in respect of Insured Amounts) and shall submit such Notice are insufficient to pay current interest (net of any Net Interest Shortfalls, Basis Risk Shortfalls or Deferred Interest) with respect to the Fiscal Agent no later than 12:00 noonClass A-1B and Class A-2B Certificateholders, New York timeas applicable, on the second Business Day preceding such Distribution Date. The Notice shall specify the amount of Insured Amounts and shall constitute a claim for an Insured Payment Amount pursuant to the Certificate Insurance Policy. . (b) Upon receipt of the an Insured Payment, at or prior to the latest time payments of the Insured Payment are to be made by Amount from the Certificate Insurer pursuant to the Certificate Insurance Policy, on behalf of the Senior CertificateholdersHolders of the Insured Certificates, the Trustee Securities Administrator shall deposit such Insured Payments Amount into the Class A-1B and Class A-2B Policy Account. All such amounts on deposit in the Class A-1B and Class A2-B Policy Account shall remain uninvested. On or prior to each Distribution Date, Securities Administrator shall transfer amounts on deposit in the Class A-1B and Class A-2B Policy Account to the Distribution Account and shall distribute such Insured Payments only in accordance with Amounts pursuant to Section 5.01(a)(2) and 5.01(a)(4), if applicable5.01. The Trustee Securities Administrator shall receiveinclude on each Distribution Date any Insured Amounts received by it from or on behalf of the Certificate Insurer for such Distribution Date (i) in the amount distributed to the Holders of the Insured Certificates pursuant to Section 5.01 and (ii) in the amount deemed to have been distributed to Class A-1B Regular Interest and Class A-2B Regular Interest and deposited for its benefit into the Distribution Account. If on any Distribution Date the Securities Administrator determines that the Certificate Insurer has paid more under the Certificate Insurance Policy than is required by the terms thereof, the Securities Administrator shall promptly return the excess amount to the Certificate Insurer. (c) The Securities Administrator shall (i) receive as attorney-in-fact of each Holder the Holders of a Senior Certificate, the Insured Certificates any Insured Payment from Amount delivered to it by the Certificate Insurer for payment to such Holders and disburse the same (ii) distribute such Insured Amount to each Holder of a Senior Certificate such Holders as set forth in accordance with the provisions of Article V. Section 5.01. Insured Payments Amounts disbursed by the Trustee Securities Administrator from proceeds of the Certificate Insurance Policy shall not be considered payment by the Trust Fund with respect to the Insured Certificates, nor shall such payments disbursement of Insured Amounts discharge the obligation obligations of the Trust Fund with respect to such Senior Certificatethe amounts thereof, and the Certificate Insurer shall become the owner of such unpaid amounts due from to the Trust in respect of extent covered by such Insured Payments Amounts as the deemed assignee of such Holder and shall be entitled to receive the Reimbursement Amount pursuant to Section 5.01(a)(5)Holders. The Trustee hereby agrees on behalf of the Holders of the Insured Certificates (and each Holder such Holder, by its acceptance of a Senior Certificate its Insured Certificates, hereby agrees) for the benefit of the Certificate Insurer that it and they recognize that that, to the extent the Certificate Insurer makes pays any Insured PaymentsAmount, either directly or indirectly (as by paying through the TrusteeSecurities Administrator), to the Senior CertificateholdersHolder of a Insured Certificate, the Certificate Insurer will be entitled to be subrogated to any rights of such Holder to receive the Reimbursement amounts for which such Insured Amount pursuant was paid, to Section 5.01(a)(5). It is understood the extent of such payment, and agreed that the intention of the parties is that will be entitled to receive the Certificate Insurer shall not be entitled to reimbursement on any Distribution Date for amounts previously paid by it unless on such Distribution Date Reimbursement Amount as set forth in Section 5.01. (d) At the Senior Certificateholders shall also have received the full amount end of the Guaranteed Distributions Term of the Policy (as defined in the Certificate Insurance Policy), the Trustee shall return the Certificate Insurance Policy to the Certificate Insurer for such Distribution Datecancellation.

Certificate Insurance Policy. (a) On or prior to the Closing Date, the Securities Administrator, on behalf of the Trustee, shall cause to be established and maintained the Policy Account, into which amounts received by the Securities Administrator pursuant to the Certificate Insurance Policy shall be deposited for the benefit of the Insured Certificate. Amounts on deposit in the Policy Account shall not be invested and shall not be held in an interest-bearing account. (b) As soon as possible, and in no event later than 11:00 a.m., 12:00 noon New York time, time on the second Business Day immediately preceding each any Distribution Date, the Trustee Securities Administrator shall determine furnish the amount of Available Funds for such Distribution Date minus Certificate Insurer and the amount of any Premium Amount and any Trustee Fee to be paid on such Distribution Date. If for any Distribution Date Master Servicer with a Deficiency Amount exists, the Trustee shall complete a notice completed Notice in the form set forth as Exhibit A to the Endorsement to the Certificate Insurance Policy in the event that (a) the "Notice"related Available Funds (other than any amounts in respect of Insured Amounts) and shall submit such Notice are insufficient to pay the Monthly Interest Distributable Amount (net of any Net Interest Shortfalls, Basis Risk Shortfalls or Net Deferred Interest) with respect to the Fiscal Agent no later than 12:00 noonClass 1-A1B Certificateholder, New York timeas applicable, on such Distribution Date or (b) a Realized Loss is to be allocated to the second Business Day preceding Class 1-A1B Certificates on such Distribution Date; provided, however, that if such Distribution Date is the Final Distribution Date, the Notice shall also include the aggregate outstanding Class Certificate Principal Balance of the Class of the Insured Certificate, after giving effect to all payments of principal on the Insured Certificate on such Final Distribution Date, other than pursuant to the Certificate Insurance Policy. The Notice shall specify the amount of Insured Amounts for the Class of the Insured Certificate and shall constitute a claim for an Insured Payment Amount pursuant to the Certificate Insurance Policy. . (c) Upon receipt of the an Insured Payment, at or prior to the latest time payments of the Insured Payment are to be made by Amount from the Certificate Insurer pursuant to the Certificate Insurance Policy, on behalf of the Senior CertificateholdersHolder of the Insured Certificate, the Trustee Securities Administrator shall deposit such Insured Payments Amount into the Policy Account. All such amounts on deposit in the Policy Account shall remain uninvested. On or prior to each Distribution Date, the Securities Administrator shall transfer amounts on deposit in the Policy Account to the Distribution Account and shall distribute such Insured Payments only in accordance with Amounts to Insured Certificate pursuant to Section 5.01(a)(2) and 5.01(a)(4), if applicable5.01. The Trustee Securities Administrator shall receiveinclude on each Distribution Date any Insured Amounts received by it from or on behalf of the Certificate Insurer for such Distribution Date (i) in the amount distributed to the Holder of the Insured Certificate pursuant to Section 5.01 and (ii) in the amount deemed to have been distributed to the Class 1-A1B regular interests and deposited for their benefit into the Distribution Account. If on any Distribution Date the Securities Administrator determines that the Certificate Insurer has paid more under the Certificate Insurance Policy than is required by the terms thereof, the Securities Administrator shall promptly return the excess amount to the Certificate Insurer. (d) The Securities Administrator shall (i) receive as attorney-in-fact of each Holder the Holders of a Senior Certificate, the Insured Certificate any Insured Amount or Avoided Payment from delivered to it by the Certificate Insurer for payment to such Holders and disburse the same (ii) distribute any such Insured Amount to each such Holder of a Senior Certificate as set forth in accordance with the provisions of Article V. Section 5.01. Insured Payments Amounts disbursed by the Trustee Securities Administrator from proceeds of the Certificate Insurance Policy shall not be considered payment by the Trust Fund with respect to the Insured Certificate, nor shall such payments disbursement of Insured Amounts discharge the obligation obligations of the Trust Fund with respect to such Senior Certificatethe amounts thereof, and the Certificate Insurer shall become the owner of such unpaid amounts due from to the Trust in respect of extent covered by such Insured Payments Amounts as the deemed assignee of such Holder and shall be entitled to receive the Reimbursement Amount pursuant to Section 5.01(a)(5)Holders. The Trustee Securities Administrator hereby agrees on behalf of the Holders of the Insured Certificate (and each Holder such Holder, by its acceptance of a Senior Certificate its Insured Certificate, hereby agrees) for the benefit of the Certificate Insurer that it and they recognize that that, to the extent the Certificate Insurer makes pays any Insured PaymentsAmount or Avoided Payment, either directly or indirectly (as by paying through the TrusteeSecurities Administrator), to the Senior CertificateholdersHolders of the Insured Certificate, the Certificate Insurer will be entitled to be subrogated to any rights of such Holder to receive the Reimbursement amounts for which such Insured Amount pursuant or Avoided Payment was paid, to Section 5.01(a)(5). It is understood the extent of such payment, and agreed that the intention of the parties is that will be entitled to receive the Certificate Insurer shall not be entitled to reimbursement on any Distribution Date for amounts previously paid by it unless on such Distribution Date Reimbursement Amount as set forth in Section 5.01. (e) At the Senior Certificateholders shall also have received the full amount end of the Guaranteed Distributions Term of the Certificate Insurance Policy (as defined in the Certificate Insurance Policy), the Securities Administrator shall return the Certificate Insurance Policy to the Certificate Insurer for such Distribution Datecancellation.

Certificate Insurance Policy. (a) On or prior to the Closing Date, the Trustee shall cause to be established and maintained the Policy Account, into which amounts received by the Trustee pursuant to the Certificate Insurance Policy shall be deposited for the benefit of the Class 1-A1B and Class 2-A1B Certificates. Amounts on deposit in the Policy Account shall not be invested and shall not be held in an interest-bearing account. (b) As soon as possible, and in no event later than 11:00 a.m., 12:00 noon New York time, time on the second Business Day immediately preceding each any Distribution Date, the Trustee shall determine furnish the amount of Available Funds for such Distribution Date minus Certificate Insurer and the amount of any Premium Amount and any Trustee Fee to be paid on such Distribution Date. If for any Distribution Date Servicer with a Deficiency Amount exists, the Trustee shall complete a notice completed Notice in the form set forth as Exhibit A to the Endorsement to the Certificate Insurance Policy in the event that the related Available Funds (other than any amounts in respect of Insured Amounts) are insufficient to pay the "Notice"Monthly Interest Distributable Amount (net of any Net Interest Shortfalls, Basis Risk Shortfalls or Net Deferred Interest) and shall submit such Notice with respect to the Fiscal Agent no later than 12:00 noonClass 1-A1B and Class 2-A1B Certificateholders, New York timeas applicable, on the second Business Day preceding such Distribution Date; provided, however, that if such Distribution Date is the Final Distribution Date, the Notice shall also include the outstanding Class Principal Balance of the Class 1-A1B and Class 2-A1B Certificates, after giving effect to all payments of principal on the Class 1-A1B and Class 2-A1B Certificates on such Final Distribution Date, other than pursuant to the Certificate Insurance Policy. The Notice shall specify the amount of Insured Amounts and shall constitute a claim for an Insured Payment Amount pursuant to the Certificate Insurance Policy. . (c) Upon receipt of the an Insured Payment, at or prior to the latest time payments of the Insured Payment are to be made by Amount from the Certificate Insurer pursuant to the Certificate Insurance Policy, on behalf of the Senior CertificateholdersHolders of the Insured Certificates, the Trustee shall deposit such Insured Payments Amount into the Policy Account. All such amounts on deposit in the Policy Account shall remain uninvested. On or prior to each Distribution Date, the Trustee shall transfer amounts on deposit in the Policy Account to the Distribution Account and shall distribute such Insured Payments only in accordance with Amounts pursuant to Section 5.01(a)(2) and 5.01(a)(4), if applicable5.01. The Trustee shall receiveinclude on each Distribution Date any Insured Amounts received by it from or on behalf of the Certificate Insurer for such Distribution Date (i) in the amount distributed to the Holders of the Insured Certificates pursuant to Section 5.01 and (ii) in the amount deemed to have been distributed to the Class 1-A1B and Class 2-A1B regular interests and deposited for their benefit into the Distribution Account. If on any Distribution Date the Trustee determines that the Certificate Insurer has paid more under the Certificate Insurance Policy than is required by the terms thereof, the Trustee shall promptly return the excess amount to the Certificate Insurer. (d) The Trustee shall (i) receive as attorney-in-fact of each Holder the Holders of a Senior Certificate, the Insured Certificates any Insured Payment from Amount delivered to it by the Certificate Insurer for payment to such Holders and disburse the same (ii) distribute such Insured Amount to each Holder of a Senior Certificate such Holders as set forth in accordance with the provisions of Article V. Section 5.01. Insured Payments Amounts disbursed by the Trustee from proceeds of the Certificate Insurance Policy shall not be considered payment by the Trust Fund with respect to the Insured Certificates, nor shall such payments disbursement of Insured Amounts discharge the obligation obligations of the Trust Fund with respect to such Senior Certificatethe amounts thereof, and the Certificate Insurer shall become the owner of such unpaid amounts due from to the Trust in respect of extent covered by such Insured Payments Amounts as the deemed assignee of such Holder and shall be entitled to receive the Reimbursement Amount pursuant to Section 5.01(a)(5)Holders. The Trustee hereby agrees on behalf of the Holders of the Insured Certificates (and each Holder such Holder, by its acceptance of a Senior Certificate its Insured Certificates, hereby agrees) for the benefit of the Certificate Insurer that it and they recognize that that, to the extent the Certificate Insurer makes pays any Insured PaymentsAmount, either directly or indirectly (as by paying through the Trustee), to the Senior CertificateholdersHolder of a Insured Certificate, the Certificate Insurer will be entitled to be subrogated to any rights of such Holder to receive the Reimbursement amounts for which such Insured Amount pursuant was paid, to Section 5.01(a)(5). It is understood the extent of such payment, and agreed that the intention of the parties is that will be entitled to receive the Certificate Insurer shall not be entitled to reimbursement on any Distribution Date for amounts previously paid by it unless on such Distribution Date Reimbursement Amount as set forth in Section 5.01. (e) At the Senior Certificateholders shall also have received the full amount end of the Guaranteed Distributions Term of the Certificate Insurance Policy (as defined in the Certificate Insurance Policy), the Trustee shall return the Certificate Insurance Policy to the Certificate Insurer for such Distribution Datecancellation.

Certificate Insurance Policy. (a) As soon as possible, and in no event later than 11:00 a.m., 12:00 noon New York time, time on the second Business Day immediately preceding each the Distribution Date, the Trustee shall determine furnish the amount of Available Funds for such Distribution Date minus Certificate Insurer and the amount of any Premium Amount and any Trustee Fee to be paid on such Distribution Date. If for any Distribution Date Servicer with a Deficiency Amount exists, the Trustee shall complete a completed notice in the form set forth as Exhibit A to he Endorsement to the Certificate Insurance Policy (the "“Notice"”) and shall submit such Notice in the event that the Available Funds (other than any amounts in respect of Insured Amounts) are insufficient to pay the Remittance Amount with respect to the Fiscal Agent no later than 12:00 noonClass A Certificateholders, New York timeas applicable, on the second Business Day preceding such Distribution Date. The Notice shall specify the amount of Insured Amounts and shall constitute a claim for an Insured Payment Amount pursuant to the Certificate Insurance Policy. Upon receipt of the Insured Payment, at or prior to the latest time payments Amounts on behalf of the Insured Payment are to be made by the Certificate Insurer pursuant to Class A Certificateholders under the Certificate Insurance Policy, on behalf of the Senior Certificateholders, the Trustee shall deposit such Insured Payments Amounts in the Distribution Account and shall distribute such Insured Payments only in accordance with Amounts pursuant to Section 5.01(a)(25.01. (b) and 5.01(a)(4), if applicable. The Trustee shall receive, as attorney-in-fact of each Holder of a Senior Class A Certificate, any Insured Payment Amount from the Certificate Insurer and disburse the same to each Holder of a Senior Class A Certificate in accordance with the provisions of Article V. Section 5.01. Insured Payments Amounts disbursed by the Trustee from proceeds of the Certificate Insurance Policy shall not be considered payment by the Trust nor shall such payments discharge the obligation of the Trust with respect to the Class A Certificates, and the Class A Certificate Principal Balance shall be deemed not reduced for such Senior Certificate, purposes and the Certificate Insurer shall become the owner of such unpaid amounts due from the Trust in respect of such Insured Payments as the deemed assignee of such Holder and shall be entitled to receive the Reimbursement Amount pursuant to Section 5.01(a)(5)Class A Certificates. The Trustee hereby agrees on behalf of each Holder of a Senior Class A Certificate for the benefit of the Certificate Insurer that it and they recognize recognizes that to the extent the Certificate Insurer makes pays Insured PaymentsAmounts, either directly or indirectly (as by paying through the Trustee), to the Senior Class A Certificateholders, the Certificate Insurer will be entitled subrogated to the rights of such Class A Certificateholders, with respect to such Insured Amounts, shall be deemed to the extent of the payments so made to be a registered Class A Certificateholder for purposes of payment and shall receive all future Remittance Amounts until all such Insured Amounts by the Reimbursement Certificate Insurer have been fully reimbursed, subject to the following paragraph. To evidence such subrogation, the Trustee shall note the Certificate Insurer’s rights as subrogee on the registration books maintained by the Trustee and on any Class A Certificates surrendered for payment upon receipt from the Certificate Insurer of proof of payment of any Insured Amount. Except as otherwise described herein, the Certificate Insurer shall not acquire any voting rights hereunder as a result of such subrogation. The effect of the foregoing provisions is that, to the extent of Insured Amounts paid by it, the Certificate Insurer shall be paid before payment of the balance of the Remittance Amount pursuant is made to Section 5.01(a)(5). the other Holders of the Class A Certificates subject to the following paragraph. (c) It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to reimbursement on any Distribution Date for amounts previously paid by it unless it, unless, on such Distribution Date Date, the Senior Class A Certificateholders shall also have received the full amount of the Guaranteed Distributions Remittance Amount (exclusive of amounts representing amounts previously paid to the Class A Certificateholders as Insured Amounts) for such Distribution Date. (d) The Trustee shall keep complete and accurate records of the amount of Insured Amounts and the Certificate Insurer shall have the right to inspect such records at reasonable times upon one Business Day’s prior notice to the Trustee. (e) The Trustee shall promptly notify the Certificate Insurer of any proceeding or the institution of any action seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership or similar law (a “Preference Claim”) of any distribution made with respect to the Class A Certificates. Each Holder, by its purchase of Class A Certificates, and the Trustee hereby agree that, the Certificate Insurer (so long as no Certificate Insurer Default exists) may, at any time during the continuation of any proceeding relating to a Preference Claim, direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim, and (ii) the posting of any surety, supersedeus or performance bond pending any such appeal. In addition, and without limitation of the foregoing, the Certificate Insurer shall be subrogated to the rights of the Trustee and each such Holder in the conduct of any such Preference Claim, 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 Claim. Insured Amounts paid by the Certificate Insurer to the Trustee shall be received by the Trustee, as agent to the Certificateholders. The Trustee is not permitted to make a claim on the Trust or on any Certificateholder for payments made to Certificateholders under the Certificate Insurance Policy which are characterized as preference payments by any Bankruptcy Court having jurisdiction over any bankrupt Mortgagor unless ordered to do so by such Bankruptcy Court.

Certificate Insurance Policy. (a) On or prior to the Closing Date, the Securities Administrator shall cause to be established and maintained the Policy Account, into which amounts received by the Securities Administrator pursuant to the Certificate Insurance Policy shall be deposited for the benefit of the Class 1A-1B Certificates. Amounts on deposit in the Policy Account shall not be invested and shall not be held in an interest-bearing account. (b) As soon as possible, and in no event later than 11:00 a.m., 12:00 noon New York time, time on the second Business Day immediately preceding each any Distribution Date, the Trustee Securities Administrator shall determine furnish the amount of Available Funds for such Distribution Date minus the amount of any Premium Amount and any Trustee Fee to be paid on such Distribution Date. If for any Distribution Date Certificate Insurer with a Deficiency Amount exists, the Trustee shall complete a notice completed Notice in the form set forth as Exhibit A to the Endorsement to the Certificate Insurance Policy (in the "Notice") and shall submit such Notice event that there is a Deficiency Amount with respect to the Fiscal Agent no later than 12:00 noonClass 1A-1B Certificateholders, New York timeas applicable, on the second Business Day preceding such Distribution Date; provided, however, that if such Distribution Date is the Final Distribution Date, the Notice shall also include the outstanding Class Principal Balance of the Class 1A-1B Certificates, after giving effect to all payments of principal on the Class 1A-1B Certificates on such Final Distribution Date, other than pursuant to the Certificate Insurance Policy. The Notice shall specify the amount of Insured Amounts and shall constitute a claim for an Insured Payment Amount pursuant to the Certificate Insurance Policy. . (c) Upon receipt of the an Insured Payment, at or prior to the latest time payments of the Insured Payment are to be made by Amount from the Certificate Insurer pursuant to the Certificate Insurance Policy, on behalf of the Senior CertificateholdersHolders of the Insured Certificates, the Trustee Securities Administrator shall deposit such Insured Payments Amount into the Policy Account. All such amounts on deposit in the Policy Account shall remain uninvested. On each Distribution Account and Date, the Securities Administrator shall distribute such Insured Payments only in accordance with Amounts pursuant to Section 5.01(a)(2) and 5.01(a)(4), if applicable5.01. The Trustee Securities Administrator shall receiveinclude on each Distribution Date any Insured Amounts received by it from or on behalf of the Certificate Insurer for such Distribution Date (i) in the amount distributed to the Holders of the Insured Certificates pursuant to Section 5.01 and (ii) in the amount deemed to have been distributed to the Class 1A-1B Certificate regular interest and deposited for its benefit into the Policy Account. If on any Distribution Date the Securities Administrator determines that the Certificate Insurer has paid more under the Certificate Insurance Policy than is required by the terms thereof, the Securities Administrator shall promptly return the excess amount to the Certificate Insurer. (d) The Securities Administrator shall (i) receive as attorney-in-fact of each Holder the Holders of a Senior Certificate, the Insured Certificates any Insured Payment from Amount delivered to it by the Certificate Insurer for payment to such Holders and disburse the same (ii) distribute such Insured Amount to each Holder of a Senior Certificate such Holders as set forth in accordance with the provisions of Article V. Section 5.01. Insured Payments Amounts disbursed by the Trustee Securities Administrator from proceeds of the Certificate Insurance Policy shall not be considered payment by the Trust Fund with respect to the Insured Certificates, nor shall such payments disbursement of Insured Amounts discharge the obligation obligations of the Trust Fund with respect to such Senior Certificatethe amounts thereof, and the Certificate Insurer shall become the owner of such unpaid amounts due from to the Trust in respect of extent covered by such Insured Payments Amounts as the deemed assignee of such Holder and shall be entitled to receive the Reimbursement Amount pursuant to Section 5.01(a)(5)Holders. The Trustee hereby agrees on behalf of (and each such Holder of a Senior Certificate the Insured Certificates, by its acceptance of its Insured Certificates, hereby agrees) for the benefit of the Certificate Insurer that it and they recognize that that, to the extent the Certificate Insurer makes pays any Insured PaymentsAmount, either directly or indirectly (as by paying through the TrusteeSecurities Administrator), to the Senior CertificateholdersHolder of an Insured Certificate, the Certificate Insurer will be entitled to be subrogated to any rights of such Holder to receive the Reimbursement amounts for which such Insured Amount pursuant was paid, to Section 5.01(a)(5). It is understood the extent of such payment, and agreed that the intention of the parties is that will be entitled to receive the Certificate Insurer shall not be entitled to reimbursement on any Distribution Date for amounts previously paid by it unless on such Distribution Date the Senior Certificateholders shall also have received the full amount Reimbursement Amount as set forth in Section 5.01. The Trustee as attorney-in-fact of the Guaranteed Distributions Holders of the Insured Certificates shall assign to the Certificate Insurer the rights of such Holder with respect to the Class 1A-1B to the extent of such Insured Amount until the Certificate Insurer has been fully reimbursed therefore in accordance with the terms of the Certificate Insurance Policy. To evidence such subrogation, the Trustee shall note the Certificate Insurer’s rights as subrogee upon the register of Certificateholders upon receipt from the Certificate Insurer of proof of payment of any Insured Amount. (e) At the end of the Term of the Policy (as defined in the Certificate Insurance Policy), the Trustee shall return the Certificate Insurance Policy to the Certificate Insurer for such Distribution Datecancellation. (f) The Trustee designates, appoints, authorizes and directs the Securities Administrator to deliver on behalf of the Trustee the notice in the form of Exhibit A to the Certificate Insurance Policy in accordance with Section 4.06 and to make, on behalf of and with full power to bind the Trustee, any of the agreements, assignments or covenants of the Trustee contained therein. To the extent necessary, this Agreement shall constitute an irrevocable limited power of attorney, coupled with an interest, from the Trustee to the Securities Administrator, to accomplish the foregoing.

Certificate Insurance Policy. (a) On or prior to the Closing Date, the Trustee shall cause to be established and maintained the Policy Account, into which amounts received by the Trustee pursuant to the Certificate Insurance Policy shall be deposited for the benefit of the Class 1-A1B and Class 2-A1C1 Certificates. Amounts on deposit in the Policy Account shall not be invested and shall not be held in an interest-bearing account. (b) As soon as possible, and in no event later than 11:00 a.m., 12:00 noon New York time, time on the second Business Day immediately preceding each any Distribution Date, the Trustee shall determine furnish the amount of Available Funds for such Distribution Date minus Certificate Insurer and the amount of any Premium Amount and any Trustee Fee to be paid on such Distribution Date. If for any Distribution Date Servicer with a Deficiency Amount exists, the Trustee shall complete a notice completed Notice in the form set forth as Exhibit A to the Endorsement to the Certificate Insurance Policy in the event that the related Available Funds (other than any amounts in respect of Insured Amounts) are insufficient to pay the "Notice"Monthly Interest Distributable Amount (net of any Net Interest Shortfalls, Basis Risk Shortfalls or Net Deferred Interest) and shall submit such Notice with respect to the Fiscal Agent no later than 12:00 noonClass 1-A1B and Class 2-A1C1 Certificateholders, New York timeas applicable, on the second Business Day preceding such Distribution Date; provided, however, that if such Distribution Date is the Final Distribution Date, the Notice shall also include the outstanding Class Principal Balance of the Class 1-A1B and Class 2-A1C1 Certificates, after giving effect to all payments of principal on the Class 1-A1B and Class 2-A1C1 Certificates on such Final Distribution Date, other than pursuant to the Certificate Insurance Policy. The Notice shall specify the amount of Insured Amounts and shall constitute a claim for an Insured Payment Amount pursuant to the Certificate Insurance Policy. . (c) Upon receipt of the an Insured Payment, at or prior to the latest time payments of the Insured Payment are to be made by Amount from the Certificate Insurer pursuant to the Certificate Insurance Policy, on behalf of the Senior CertificateholdersHolders of the Insured Certificates, the Trustee shall deposit such Insured Payments Amount into the Policy Account. All such amounts on deposit in the Policy Account shall remain uninvested. On or prior to each Distribution Date, the Trustee shall transfer amounts on deposit in the Policy Account to the Distribution Account and shall distribute such Insured Payments only in accordance with Amounts pursuant to Section 5.01(a)(2) and 5.01(a)(4), if applicable5.01. The Trustee shall receiveinclude on each Distribution Date any Insured Amounts received by it from or on behalf of the Certificate Insurer for such Distribution Date (i) in the amount distributed to the Holders of the Insured Certificates pursuant to Section 5.01 and (ii) in the amount deemed to have been distributed to the Class 1-A1B and Class 2-A1C1 regular interests and deposited for their benefit into the Distribution Account. If on any Distribution Date the Trustee determines that the Certificate Insurer has paid more under the Certificate Insurance Policy than is required by the terms thereof, the Trustee shall promptly return the excess amount to the Certificate Insurer. (d) The Trustee shall (i) receive as attorney-in-fact of each Holder the Holders of a Senior Certificate, the Insured Certificates any Insured Payment from Amount delivered to it by the Certificate Insurer for payment to such Holders and disburse the same (ii) distribute such Insured Amount to each Holder of a Senior Certificate such Holders as set forth in accordance with the provisions of Article V. Section 5.01. Insured Payments Amounts disbursed by the Trustee from proceeds of the Certificate Insurance Policy shall not be considered payment by the Trust Fund with respect to the Insured Certificates, nor shall such payments disbursement of Insured Amounts discharge the obligation obligations of the Trust Fund with respect to such Senior Certificatethe amounts thereof, and the Certificate Insurer shall become the owner of such unpaid amounts due from to the Trust in respect of extent covered by such Insured Payments Amounts as the deemed assignee of such Holder and shall be entitled to receive the Reimbursement Amount pursuant to Section 5.01(a)(5)Holders. The Trustee hereby agrees on behalf of the Holders of the Insured Certificates (and each Holder such Holder, by its acceptance of a Senior Certificate its Insured Certificates, hereby agrees) for the benefit of the Certificate Insurer that it and they recognize that that, to the extent the Certificate Insurer makes pays any Insured PaymentsAmount, either directly or indirectly (as by paying through the Trustee), to the Senior CertificateholdersHolder of a Insured Certificate, the Certificate Insurer will be entitled to be subrogated to any rights of such Holder to receive the Reimbursement amounts for which such Insured Amount pursuant was paid, to Section 5.01(a)(5). It is understood the extent of such payment, and agreed that the intention of the parties is that will be entitled to receive the Certificate Insurer shall not be entitled to reimbursement on any Distribution Date for amounts previously paid by it unless on such Distribution Date Reimbursement Amount as set forth in Section 5.01. (e) At the Senior Certificateholders shall also have received the full amount end of the Guaranteed Distributions Term of the Certificate Insurance Policy (as defined in the Certificate Insurance Policy), the Trustee shall return the Certificate Insurance Policy to the Certificate Insurer for such Distribution Datecancellation.

Certificate Insurance Policy. As soon as possible, and in no event later than 11:00 a.m., New York time, on the second Business Day immediately preceding each Distribution Date, the Trustee shall determine the amount of Available Funds for such Distribution Date minus the amount of any Premium Amount and any Trustee Fee to be paid on such Distribution Date. If for any Distribution Date a Deficiency Amount exists, the Trustee shall complete a notice in the form set forth as Exhibit A to the Certificate Insurance Policy (the "Notice") and shall submit such Notice to the Fiscal Agent no later than 12:00 noon, New York time, on the second Business Day preceding such Distribution Date. The Notice shall constitute a claim for an Insured Payment pursuant to the Certificate Insurance Policy. Upon receipt of the Insured Payment, at or prior to the latest time payments of the Insured Payment are to be made by the Certificate Insurer pursuant to the Certificate Insurance Policy, on behalf of the Senior Certificateholders, the Trustee shall deposit such Insured Payments in the Distribution Policy Payments Account and shall distribute such Insured Payments only in accordance with Section 5.01(a)(2) and 5.01(a)(4), if applicable. The Trustee shall receive, as attorney-in-fact of each Holder of a Senior Certificate, any Insured Payment from the Certificate Insurer and disburse the same to each Holder of a Senior Certificate in accordance with the provisions of Article V. Insured Payments disbursed by the Trustee from proceeds of the Certificate Insurance Policy shall not be considered payment by the Trust nor shall such payments discharge the obligation of the Trust with respect to such Senior Certificate, and the Certificate Insurer shall become the owner of such unpaid amounts due from the Trust in respect of such Insured Payments as the deemed assignee of such Holder and shall be entitled to receive the Reimbursement Amount pursuant to Section 5.01(a)(5). The Trustee hereby agrees on behalf of each Holder of a Senior Certificate for the benefit of the Certificate Insurer that it and they recognize that to the extent the Certificate Insurer makes Insured Payments, either directly or indirectly (as by paying through the Trustee), to the Senior Certificateholders, the Certificate Insurer will be entitled to receive the Reimbursement Amount pursuant to Section 5.01(a)(5). It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to reimbursement on any Distribution Date for amounts previously paid by it unless on such Distribution Date the Senior Certificateholders shall also have received the full amount of the Guaranteed Distributions for such Distribution Date.

Certificate Insurance Policy. As soon as possible, and in no event later than 11:00 a.m.3:00 p.m., New York time, on the second third Business Day immediately preceding each Distribution Date, the Trustee shall determine the amount of the Available Funds for each Loan Group for such Distribution Date minus the amount of any Premium Amount and any Trustee Fee to be paid on such Distribution Date. If for any Distribution Date a Deficiency Amount exists, the Trustee shall complete a notice in the form set forth as Exhibit A to the Certificate Insurance Policy (the "Notice") and shall submit such Notice to the Fiscal Agent no later than 12:00 noon, New York time, on the second Business Day preceding such Distribution Date. The Notice shall constitute a claim for an Insured Payment pursuant to the Certificate Insurance PolicyPolicy for an amount equal to such excess. Upon receipt of the Insured Payment, at or prior to the latest time payments of the Insured Payment are to be made by the Certificate Insurer pursuant to the Certificate Insurance Policy, on behalf of the Senior Offered Certificateholders, the Trustee shall deposit such Insured Payments in the Distribution Account and shall distribute such Insured Payments only in accordance with Section 5.01(a)(2) and 5.01(a)(45.01(c), if applicable. The Trustee shall receive, as attorney-in-fact of each Holder of a Senior an Offered Certificate, any Insured Payment from the Certificate Insurer and disburse the same to each Holder of a Senior an Offered Certificate in accordance with the provisions of Article V. Insured Payments disbursed by the Trustee from proceeds of the Certificate Insurance Policy shall not be considered payment by the Trust nor shall such payments discharge the obligation of the Trust with respect to such Senior Offered Certificate, and the Certificate Insurer shall become the owner of such unpaid amounts due from the Trust in respect of such Insured Payments as the deemed assignee of such Holder and shall be entitled to receive the Reimbursement Amount pursuant to Section 5.01(a)(5). The Trustee hereby agrees on behalf of each Holder of a Senior Certificate for the benefit of the Certificate Insurer that it and they recognize that to the extent the Certificate Insurer makes Insured Payments, either directly or indirectly (as by paying through the Trustee), to the Senior Certificateholders, the Certificate Insurer will be entitled to receive the Reimbursement Amount pursuant to Section 5.01(a)(5). It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to reimbursement on any Distribution Date for amounts previously paid by it unless on such Distribution Date the Senior Certificateholders shall also have received the full amount of the Guaranteed Distributions for such Distribution Date.amounts

Certificate Insurance Policy. (a) On or prior to the Closing Date, the Trustee shall cause to be established and maintained the Policy Account, into which amounts received by the Trustee pursuant to the Certificate Insurance Policy shall be deposited for the benefit of the Insured Certificate. Amounts on deposit in the Policy Account shall not be invested and shall not be held in an interest-bearing account. (b) As soon as possible, and in no event later than 11:00 a.m., 12:00 noon New York time, time on the second Business Day immediately preceding each any Distribution Date, the Trustee shall determine furnish the amount of Available Funds for such Distribution Date minus Certificate Insurer and the amount of any Premium Amount and any Trustee Fee to be paid on such Distribution Date. If for any Distribution Date Servicer with a Deficiency Amount exists, the Trustee shall complete a notice completed Notice in the form set forth as Exhibit A to the Endorsement to the Certificate Insurance Policy in the event that (a) the "Notice"related Available Funds (other than any amounts in respect of Insured Amounts) and shall submit such Notice are insufficient to pay the Monthly Interest Distributable Amount (net of any Net Interest Shortfalls, Basis Risk Shortfalls or Net Deferred Interest) with respect to the Fiscal Agent no later than 12:00 noon, New York timeClass 2-A2 Certificateholder, on such Distribution Date or (b) a Realized Loss is to be allocated to the second Business Day preceding Class 2-A2 Certificates on such Distribution Date; provided, however, that if such Distribution Date is the Final Distribution Date, the Notice shall also include the aggregate outstanding Certificate Principal Balance of the Class of the Insured Certificate, after giving effect to all payments of principal on the Insured Certificate on such Final Distribution Date, other than pursuant to the Certificate Insurance Policy. The Notice shall specify the amount of Insured Amounts for the Class of the Insured Certificate and shall constitute a claim for an Insured Payment Amount pursuant to the Certificate Insurance Policy. . (c) Upon receipt of the an Insured Payment, at or prior to the latest time payments of the Insured Payment are to be made by Amount from the Certificate Insurer pursuant to the Certificate Insurance Policy, on behalf of the Senior CertificateholdersHolder of the Insured Certificate, the Trustee shall deposit such Insured Payments Amount into the Policy Account. On or prior to each Distribution Date, the Trustee shall transfer amounts on deposit in the Policy Account to the Distribution Account and shall distribute such Insured Payments only in accordance with Amounts to the Insured Certificate pursuant to Section 5.01(a)(2) and 5.01(a)(4), if applicable5.01. The Trustee shall receiveinclude on each Distribution Date any Insured Amounts received by it from or on behalf of the Certificate Insurer for such Distribution Date (i) in the amount distributed to the Holder of the Insured Certificate pursuant to Section 5.01 and (ii) in the amount deemed to have been distributed to the Class 2-A2 regular interests and deposited for their benefit into the Distribution Account. If on any Distribution Date the Trustee determines that the Certificate Insurer has paid more under the Certificate Insurance Policy than is required by the terms thereof, the Trustee shall promptly return the excess amount to the Certificate Insurer. (d) The Trustee shall (i) receive as attorney-in-fact of each Holder the Holders of a Senior Certificate, the Insured Certificate any Insured Amount or Avoided Payment from delivered to it by the Certificate Insurer for payment to such Holders and disburse the same (ii) distribute any such Insured Amount to each such Holder of a Senior Certificate as set forth in accordance with the provisions of Article V. Section 5.01. Insured Payments Amounts disbursed by the Trustee from proceeds of the Certificate Insurance Policy shall not be considered payment by the Trust Fund with respect to the Insured Certificate, nor shall such payments disbursement of Insured Amounts discharge the obligation obligations of the Trust Fund with respect to such Senior Certificatethe amounts thereof, and the Certificate Insurer shall become the owner of such unpaid amounts due from to the Trust in respect of extent covered by such Insured Payments Amounts as the deemed assignee of such Holder and shall be entitled to receive the Reimbursement Amount pursuant to Section 5.01(a)(5)Holders. The Trustee hereby agrees on behalf of the Holders of the Insured Certificate (and each Holder such Holder, by its acceptance of a Senior Certificate its Insured Certificate, hereby agrees) for the benefit of the Certificate Insurer that it and they recognize that that, to the extent the Certificate Insurer makes pays any Insured PaymentsAmount or Avoided Payment, either directly or indirectly (as by paying through the Trustee), to the Senior CertificateholdersHolders of the Insured Certificate, the Certificate Insurer will be entitled to be subrogated to any rights of such Holder to receive the Reimbursement amounts for which such Insured Amount pursuant or Avoided Payment was paid, to Section 5.01(a)(5). It is understood the extent of such payment, and agreed that the intention of the parties is that will be entitled to receive the Certificate Insurer shall not be entitled to reimbursement on any Distribution Date for amounts previously paid by it unless on such Distribution Date Reimbursement Amount as set forth in Section 5.01. (e) At the Senior Certificateholders shall also have received the full amount end of the Guaranteed Distributions Term of the Certificate Insurance Policy (as defined in the Certificate Insurance Policy), the Trustee shall return the Certificate Insurance Policy to the Certificate Insurer for such Distribution Datecancellation.

Certificate Insurance Policy. As soon as possible, and in no event later than 11:00 a.m.3:00 p.m., New York time, on the second third Business Day immediately preceding each Distribution Date, the Trustee shall determine the amount of Available Funds for such Distribution Date minus the amount of any Premium Amount and any Trustee Fee to be paid on such Distribution Date. If for any Distribution Date a Deficiency Amount exists, the Trustee shall complete a notice in the form set forth as Exhibit A to the Certificate Insurance Policy (the "Notice") and shall submit such Notice to the Fiscal Agent no later than 12:00 noon, New York time, on the second Business Day preceding such Distribution Date. The Notice shall constitute a claim for an Insured Payment pursuant to the Certificate Insurance PolicyPolicy for an amount equal to such excess. Upon receipt of the Insured Payment, at or prior to the latest time payments of the Insured Payment are to be made by the Certificate Insurer pursuant to the Certificate Insurance Policy, on behalf of the Senior Certificateholders, the Trustee shall deposit such Insured Payments in the Distribution Account and shall distribute such Insured Payments only in accordance with Section 5.01(a)(2respect to the Group 1 Certificates, Sections 5.01(a)(i)(2) and 5.01(a)(4(3) and, with respect to the Group 2 Certificates, 5.01(a)(ii)(2) and (3), if applicable. The Trustee shall receive, as attorney-in-fact of each Holder of a Senior Certificate, any Insured Payment from the Certificate Insurer and disburse the same to each Holder of a Senior Certificate in accordance with the provisions of Article V. Insured Payments disbursed by the Trustee from proceeds of the Certificate Insurance Policy shall not be considered payment by the Trust nor shall such payments discharge the obligation of the Trust with respect to such Senior Certificate, and the Certificate Insurer shall become the owner of such unpaid amounts due from the Trust in respect of such Insured Payments as the deemed assignee of such Holder and shall be entitled to receive the Reimbursement Amount pursuant to Section 5.01(a)(5Sections 5.01(a)(i)(4), 5.01(a)(ii)(4) and 5.01(a)(vi)(4). The Trustee hereby agrees on behalf of each Holder of a Senior Certificate for the benefit of the Certificate Insurer that it and they recognize that to the extent the Certificate Insurer makes Insured Payments, either directly or indirectly (as by paying through the Trustee), to the Senior Certificateholders, the Certificate Insurer will be entitled to receive the Reimbursement Amount pursuant to Section 5.01(a)(5Sections 5.01(a)(i)(4), 5.01(a)(ii)(4) and 5.01(a)(vi)(4). It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to reimbursement on any Distribution Date for amounts previously paid by it unless on such Distribution Date the Senior Certificateholders shall also have received the full amount of the Guaranteed Distributions Insured Payment for such Distribution Date.

Certificate Insurance Policy. As soon as possible, and in no event later than 11:00 a.m., New York time, on the second Business Day immediately preceding each Distribution Date, the Trustee shall shall, as evidenced by the report received from the Servicer, determine the amount of Available Funds for such Distribution Date minus the amount of any Premium Amount and any Trustee Fee to be paid on such Distribution Date. If for any Distribution Date a Deficiency Amount exists, the Trustee shall complete a notice in the form set forth as Exhibit A to the Certificate Insurance Policy (the "“Notice"”) and shall submit such Notice to the Certificate Insurer and the Fiscal Agent no later than 12:00 noon, New York time, on the second Business Day preceding such Distribution Date. The Notice shall constitute a claim for an Insured Payment pursuant to the Certificate Insurance Policy. Upon receipt of the Insured Payment, at or prior to the latest time payments of the Insured Payment are to be made by the Certificate Insurer pursuant to the Certificate Insurance Policy, on behalf of the Senior CertificateholdersHolders of Insured Certificates, the Trustee shall deposit such Insured Payments in the Distribution Policy Payments Account and shall distribute such Insured Payments to make payments on the Insured Certificates only in accordance with Section 5.01(a)(25.01(a)(i)(2), (ii)(2) and 5.01(a)(4(iii)(1) and (3), if applicable. The Trustee shall receive, as attorney-in-fact of each Holder of a Senior an Insured Certificate, any Insured Payment from the Certificate Insurer and disburse the same to each Holder of a Senior an Insured Certificate in accordance with the provisions of Article V. Insured Payments disbursed by the Trustee from proceeds of the Certificate Insurance Policy shall not be considered payment by the Trust nor shall such payments discharge the obligation of the Trust with respect to such Senior Insured Certificate, and the Certificate Insurer shall become the owner of such unpaid amounts due from the Trust in respect of such Insured Payments as the deemed assignee of such Holder and shall be entitled to receive the Reimbursement Amount pursuant to Section 5.01(a)(5)5.01(a)(iii)(4) to the extent not received by subrogation as subrogee of the Holders of the Insured Certificates. The Trustee hereby agrees on behalf of each Holder of a Senior an Insured Certificate for the benefit of the Certificate Insurer that it and they recognize that to the extent the Certificate Insurer makes Insured Payments, either directly or indirectly (as by paying through the Trustee), to the Senior Insured Certificateholders, the Certificate Insurer will be entitled to receive the Reimbursement Amount pursuant to Section 5.01(a)(55.01(a)(iii)(4). It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to reimbursement on any Distribution Date for amounts previously paid by it unless on such Distribution Date the Senior Certificateholders Holders of the Insured Certificates shall also have received the full amount of the Guaranteed Distributions for such Distribution Date.

Certificate Insurance Policy. (a) On or prior to the Closing Date, the Paying Agent shall cause to be established and maintained the Policy Account, into which amounts received by the Trustee pursuant to the Certificate Insurance Policy shall be deposited for the benefit of the Class II-A-2 Certificates and the Class III-A-2 Certificates. The Policy Account may be a sub-account of the Distribution Account. Amounts on deposit in the Policy Account shall not be invested and shall not be held in an interest-bearing account. (b) As soon as possible, and in no event later than 11:00 a.m., 12:00 noon New York time, time on the second Business Day immediately preceding each any Distribution Date, the Trustee shall determine furnish the amount of Available Funds for such Distribution Date minus Certificate Insurer and the amount of any Premium Amount and any Trustee Fee to be paid on such Distribution Date. If for any Distribution Date Servicer with a Deficiency Amount exists, the Trustee shall complete a notice completed Notice in the form set forth as Exhibit A to the Endorsement to the Certificate Insurance Policy in the event that the related Available Funds (other than any amounts in respect of Insured Amounts) are insufficient to pay the "Notice"Accrued Certificate Interest (net of any Net Interest Shortfalls, Carryover Shortfall Amounts or Net Deferred Interest) and shall submit such Notice with respect to the Fiscal Agent no later than 12:00 noonClass II-A-2 Certificateholders and the Class III-A-2 Certificateholders, New York timeas applicable, on the second Business Day preceding such Distribution Date; provided, however, that if such Distribution Date is the Final Distribution Date, the Notice shall also include the outstanding Current Principal Amounts of the Class II-A-2 Certificates and the Class III-A-2 Certificates, after giving effect to all payments of principal on the Class II-A-2 Certificates and the Class III-A-2 Certificates on such Final Distribution Date, other than pursuant to the Certificate Insurance Policy. The Notice shall specify the amount of Insured Amounts and shall constitute a claim for an Insured Payment Amount pursuant to the Certificate Insurance Policy. . (c) Upon receipt of an Insured Amount in accordance with the Insured Payment, at or prior to the latest time payments of the Insured Payment are to be made by Certificate Insurance Policy from the Certificate Insurer pursuant to the Certificate Insurance Policy, on behalf of the Senior CertificateholdersHolders of the Insured Certificates, the Trustee shall deposit such Insured Payments Amount into the Policy Account. On or prior to each Distribution Date, the Trustee shall transfer amounts on deposit in the Policy Account to the Distribution Account and shall distribute such Insured Payments only Amounts pursuant to Section 6.01. The Paying Agent shall include on each Distribution Date any Insured Amounts received by it from or on behalf of the Certificate Insurer for such Distribution Date (i) in accordance with the amount distributed to the Holders of the Insured Certificates pursuant to Section 5.01(a)(26.01(B) and 5.01(a)(4)(ii) in the amount deemed to have been distributed to the Class II-A-2 and Class III-A-2 regular interests and deposited for their benefit into the Distribution Account. If on any Distribution Date the Trustee determines that the Certificate Insurer has paid more under the Certificate Insurance Policy than is required by the terms thereof, if applicable. the Trustee shall promptly return any excess to the Certificate Insurer. (i) The Trustee shall receive, receive as attorney-in-fact of each Holder the Holders of a Senior Certificate, the Insured Certificates any Insured Payment from Amount delivered to it by the Certificate Insurer for payment to such Holders and disburse (ii) the same Paying Agent shall distribute such Insured Amount to each Holder of a Senior Certificate such Holders as set forth in accordance with the provisions of Article V. Section 6.01. Insured Payments Amounts disbursed by the Trustee Paying Agent from proceeds of the Certificate Insurance Policy shall not be considered payment by the Trust Fund with respect to the Insured Certificates, nor shall such payments disbursement of Insured Amounts discharge the obligation obligations of the Trust Fund with respect to such Senior Certificatethe amounts thereof, and the Certificate Insurer shall become the owner of such unpaid amounts due from to the Trust in respect of extent covered by such Insured Payments Amounts as the deemed assignee of such Holder and shall be entitled to receive the Reimbursement Amount pursuant to Section 5.01(a)(5)Holders. The Trustee hereby agrees on behalf of the Holders of the Insured Certificates (and each Holder such Holder, by its acceptance of a Senior Certificate its Insured Certificates, hereby agrees) for the benefit of the Certificate Insurer that it and they recognize that that, to the extent the Certificate Insurer makes pays any Insured PaymentsAmount, either directly or indirectly (as by paying through the Trustee), to the Senior CertificateholdersHolder of a Insured Certificate, the Certificate Insurer will be entitled to be subrogated to any rights of such Holder to receive the amounts for which such Insured Amount was paid, to the extent of such payment, and will be entitled to receive the Reimbursement Amount pursuant to as set forth in Section 5.01(a)(5). It is understood and agreed that 6.01. (e) At the intention end of the parties is Term of the Certificate Insurance Policy (as defined in the Certificate Insurance Policy), the Trustee shall return the Certificate Insurance Policy to the Certificate Insurer for cancellation. (f) Upon its becoming aware of the occurrence of an Event of Default, the Trustee shall promptly notify the Certificate Insurer of such Event of Default. (g) The Trustee shall promptly notify the Certificate Insurer of either of the following as to which it has actual knowledge: (A) the commencement of any proceeding by or against the Depositor commenced under the United States bankruptcy code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an "Insolvency Proceeding") and (B) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a "Preference Claim") of any distribution made with respect to the Class II-A-2 Certificates and the Class III-A-2 Certificates as to which it has actual knowledge. Each Holder of a Class II-A-2 Certificate or the Class III-A-2 Certificate, by its purchase of Class II-A-2 Certificates and the Class III-A-2 Certificates, and the Trustee hereby agrees that the Certificate Insurer shall not be entitled (so long as no Certificate Insurer Default exists) may at any time during the continuation of any proceeding relating to reimbursement on a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any Distribution Date for amounts previously paid by it unless on appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedes or performance bond pending any such Distribution Date the Senior Certificateholders shall also have received the full amount appeal. In addition and without limitation of the Guaranteed Distributions for foregoing, the Certificate Insurer shall be subrogated to the rights of the Trustee and each Holder of a Class II-A-2 Certificate or the Class III-A-2 Certificate in the conduct of any Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Distribution DatePreference Claim. (h) The Servicer shall designate a Certificate Insurer Contact Person who shall be available to the Certificate Insurer to provide reasonable access to information regarding the Mortgage Loans. (i) The Trustee shall send to the Certificate Insurer the reports prepared pursuant to Sections 3.16 and 3.18 and the statements prepared pursuant to Section 4.06, as well as any other statements or communications sent to Holders of the Class II-A-2 Certificates and the Class III-A-2 Certificates, in each case at the same time such reports, statements and communications are otherwise sent. (j) With respect to this Section 4.10, the terms "Receipt" and "Received" shall mean actual delivery to the Certificate Insurer, if any, prior to 12:00 p.m., New York time, on a Business Day; delivery either on a day that is not a Business Day or after 12:00 p.m., New York time, shall be deemed to be Receipt on the next succeeding Business Day. If any notice or certificate given under the Certificate Insurance Policy by the Trustee is not in proper form or is not properly completed, executed or delivered, it shall be deemed not to have been Received. The Certificate Insurer shall promptly so advise the Trustee and the Trustee may submit an amended notice.

Certificate Insurance Policy. (a) On or prior to the Closing Date, the Trustee shall cause to be established and maintained the Policy Account, into which amounts received by the Trustee pursuant to the Certificate Insurance Policy shall be deposited for the benefit of the Class I-A-2 Certificates and the Class II-A-2 Certificates. The Policy Account may be a sub-account of the Distribution Account. Amounts on deposit in the Policy Account shall not be invested and shall not be held in an interest-bearing account. (b) As soon as possible, and in no event later than 11:00 a.m., 12:00 noon New York time, time on the second Business Day immediately preceding each any Distribution Date, the Trustee shall determine furnish the amount of Available Funds for such Distribution Date minus Certificate Insurer and the amount of any Premium Amount and any Trustee Fee to be paid on such Distribution Date. If for any Distribution Date Servicer with a Deficiency Amount exists, the Trustee shall complete a notice completed Notice in the form set forth as Exhibit A to the Endorsement to the Certificate Insurance Policy in the event that the related Principal Funds or Interest Funds (other than any amounts in respect of Insured Amounts) are insufficient to pay Current Interest and any Interest Carry Forward Amounts (net of any Prepayment Interest Shortfalls, Basis Risk Shortfalls or any shortfalls resulting from Net Deferred Interest or from the "Notice") and shall submit such Notice application of the Relief Act or similar state laws, allocated to the Fiscal Agent no later than 12:00 noonClass I-A-2 Certificates and Class II-A-2 Certificates) with respect to the Class I-A-2 Certificateholders and the Class II-A-2 Certificateholders, New York timeas applicable, on the second Business Day preceding such Distribution Date; provided, however, that if such Distribution Date is the Final Distribution Date, the Notice shall also include the outstanding Current Principal Amounts of the Class I-A-2 Certificates and the Class II-A-2 Certificates, after giving effect to all payments of principal on the Class I-A-2 Certificates and the Class II-A-2 Certificates on such Final Distribution Date, other than pursuant to the Certificate Insurance Policy. The Notice shall specify the amount of Insured Amounts and shall constitute a claim for an Insured Payment Amount pursuant to the Certificate Insurance Policy. . (c) Upon receipt of an Insured Amount in accordance with the Insured Payment, at or prior to the latest time payments of the Insured Payment are to be made by Certificate Insurance Policy from the Certificate Insurer pursuant to the Certificate Insurance Policy, on behalf of the Senior CertificateholdersHolders of the Insured Certificates, the Trustee shall deposit such Insured Payments Amount into the Policy Account. On or prior to each Distribution Date, the Trustee shall transfer amounts on deposit in the Policy Account to the Distribution Account and shall distribute such Insured Payments only in accordance with Amounts pursuant to Section 5.01(a)(2) and 5.01(a)(4), if applicable6.01. The Trustee shall receiveinclude on each Distribution Date any Insured Amounts received by it from or on behalf of the Certificate Insurer for such Distribution Date (i) in the amount distributed to the Holders of the Insured Certificates pursuant to Section 6.01(a) and (ii) in the amount deemed to have been distributed to the Class I-A-2 and Class II-A-2 regular interests and deposited for their benefit into the Distribution Account. If on any Distribution Date the Trustee determines that the Certificate Insurer has paid more under the Certificate Insurance Policy than is required by the terms thereof, the Trustee shall promptly return any excess to the Certificate Insurer. (i) The Trustee shall receive as attorney-in-fact of each Holder the Holders of a Senior Certificate, the Insured Certificates any Insured Payment from Amount delivered to it by the Certificate Insurer for payment to such Holders and disburse (ii) the same Trustee shall distribute such Insured Amount to each Holder of a Senior Certificate such Holders as set forth in accordance with the provisions of Article V. Section 6.01. Insured Payments Amounts disbursed by the Trustee Paying Agent from proceeds of the Certificate Insurance Policy shall not be considered payment by the Trust Fund with respect to the Insured Certificates, nor shall such payments disbursement of Insured Amounts discharge the obligation obligations of the Trust Fund with respect to such Senior Certificatethe amounts thereof, and the Certificate Insurer shall become the owner of such unpaid amounts due from to the Trust in respect of extent covered by such Insured Payments Amounts as the deemed assignee of such Holder and shall be entitled to receive the Reimbursement Amount pursuant to Section 5.01(a)(5)Holders. The Trustee hereby agrees on behalf of the Holders of the Insured Certificates (and each Holder such Holder, by its acceptance of a Senior Certificate its Insured Certificates, hereby agrees) for the benefit of the Certificate Insurer that it and they recognize that that, to the extent the Certificate Insurer makes pays any Insured PaymentsAmount, either directly or indirectly (as by paying through the Trustee), to the Senior CertificateholdersHolder of a Insured Certificate, the Certificate Insurer will be entitled to be subrogated to any rights of such Holder to receive the amounts for which such Insured Amount was paid, to the extent of such payment, and will be entitled to receive the Reimbursement Amount pursuant to as set forth in Section 5.01(a)(5). It is understood and agreed that 6.01. (e) At the intention end of the parties is Term of the Certificate Insurance Policy (as defined in the Certificate Insurance Policy), the Trustee shall return the Certificate Insurance Policy to the Certificate Insurer for cancellation. (f) Upon its becoming aware of the occurrence of an Event of Default, the Trustee shall promptly notify the Certificate Insurer of such Event of Default. (g) The Trustee shall promptly notify the Certificate Insurer of either of the following as to which it has actual knowledge: (A) the commencement of any proceeding by or against the Depositor commenced under the United States bankruptcy code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an "Insolvency Proceeding") and (B) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a "Preference Claim") of any distribution made with respect to the Class I-A-2 Certificates and the Class II-A-2 Certificates as to which it has actual knowledge. Each Holder of a Class I-A-2 Certificate or the Class II-A-2 Certificate, by its purchase of Class I-A-2 Certificates and the Class II-A-2 Certificates, and the Trustee hereby agrees that the Certificate Insurer shall not be entitled (so long as no Certificate Insurer Default exists) may at any time during the continuation of any proceeding relating to reimbursement on a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any Distribution Date for amounts previously paid by it unless on appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedes or performance bond pending any such Distribution Date the Senior Certificateholders shall also have received the full amount appeal. In addition and without limitation of the Guaranteed Distributions for foregoing, the Certificate Insurer shall be subrogated to the rights of the Trustee and each Holder of a Class I-A-2 Certificate or the Class II-A-2 Certificate in the conduct of any Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Distribution DatePreference Claim. (h) The Servicer shall designate a "Certificate Insurer Contact Person" who shall be available to the Certificate Insurer to provide reasonable access to information regarding the Mortgage Loans. (i) The Trustee shall send to the Certificate Insurer the reports prepared pursuant to Sections 3.16 and 3.18 and the statements prepared pursuant to Section 4.06, as well as any other statements or communications sent to Holders of the Class I-A-2 Certificates and the Class II-A-2 Certificates, in each case at the same time such reports, statements and communications are otherwise sent. (j) With respect to this Section 4.07, the terms "Receipt" and "Received" shall mean actual delivery to the Certificate Insurer, if any, prior to 12:00 p.m., New York time, on a Business Day; delivery either on a day that is not a Business Day or after 12:00 p.m., New York time, shall be deemed to be Receipt on the next succeeding Business Day. If any notice or certificate given under the Certificate Insurance Policy by the Trustee is not in proper form or is not properly completed, executed or delivered, it shall be deemed not to have been Received. The Certificate Insurer shall promptly so advise the Trustee and the Trustee may submit an amended notice.

Certificate Insurance Policy. (a) On or prior to the Closing Date, the Trustee shall cause to be established and maintained the Policy Account, into which amounts received by the Trustee pursuant to the Certificate Insurance Policy shall be deposited for the benefit of the Class A-2 Certificates. The Policy Account may be a sub-account of the Distribution Account. Amounts on deposit in the Policy Account shall not be invested and shall not be held in an interest-bearing account. (b) As soon as possible, and in no event later than 11:00 a.m., 12:00 noon New York time, time on the second Business Day immediately preceding each any Distribution Date, the Trustee shall determine furnish the amount of Available Funds for such Distribution Date minus Certificate Insurer and the amount of any Premium Amount and any Trustee Fee to be paid on such Distribution Date. If for any Distribution Date Servicer with a Deficiency Amount exists, the Trustee shall complete a notice completed Notice in the form set forth as Exhibit A to the Endorsement to the Certificate Insurance Policy in the event that the related Principal Funds or Interest Funds (other than any amounts in respect of Insured Amounts) are insufficient to pay Current Interest and any Interest Carry Forward Amounts (net of any Prepayment Interest Shortfalls, Basis Risk Shortfalls or any shortfalls resulting from Net Deferred Interest or from the "Notice") and shall submit such Notice application of the Relief Act or similar state laws, allocated to the Fiscal Agent no later than 12:00 noon, New York timeClass A-2 Certificates) with respect to the Class A-2 Certificateholders, on the second Business Day preceding such Distribution Date; provided, however, that if such Distribution Date is the Final Distribution Date, the Notice shall also include the outstanding Current Principal Amount of the Class A-2 Certificates, after giving effect to all payments of principal on the Class A-2 Certificates on such Final Distribution Date, other than pursuant to the Certificate Insurance Policy. The Notice shall specify the amount of the Insured Amount and shall constitute a claim for an Insured Payment Amount pursuant to the Certificate Insurance Policy. . (c) Upon receipt of an Insured Amount in accordance with the Insured Payment, at or prior to the latest time payments of the Insured Payment are to be made by Certificate Insurance Policy from the Certificate Insurer pursuant to the Certificate Insurance Policy, on behalf of the Senior CertificateholdersHolders of the Insured Certificates, the Trustee shall deposit such Insured Payments Amount into the Policy Account. On or prior to each Distribution Date, the Trustee shall transfer amounts on deposit in the Policy Account to the Distribution Account and shall distribute such Insured Payments only in accordance with Amounts pursuant to Section 5.01(a)(2) and 5.01(a)(4), if applicable6.01. The Trustee shall receiveinclude on each Distribution Date any Insured Amounts received by it from or on behalf of the Certificate Insurer for such Distribution Date (i) in the amount distributed to the Holders of the Insured Certificates pursuant to Section 6.01(a) and (ii) in the amount deemed to have been distributed to the Class A-2 regular interests and deposited for their benefit into the Distribution Account. If on any Distribution Date the Trustee determines that the Certificate Insurer has paid more under the Certificate Insurance Policy than is required by the terms thereof, the Trustee shall promptly return any excess to the Certificate Insurer. (i) The Trustee shall receive as attorney-in-fact of each Holder the Holders of a Senior Certificate, the Insured Certificates any Insured Payment from Amount delivered to it by the Certificate Insurer for payment to such Holders and disburse (ii) the same Trustee shall distribute such Insured Amount to each Holder of a Senior Certificate such Holders as set forth in accordance with the provisions of Article V. Section 6.01. Insured Payments Amounts disbursed by the Trustee Paying Agent from proceeds of the Certificate Insurance Policy shall not be considered payment by the Trust Fund with respect to the Insured Certificates, nor shall such payments disbursement of Insured Amounts discharge the obligation obligations of the Trust Fund with respect to such Senior Certificatethe amounts thereof, and the Certificate Insurer shall become the owner of such unpaid amounts due from to the Trust in respect of extent covered by such Insured Payments Amounts as the deemed assignee of such Holder and shall be entitled to receive the Reimbursement Amount pursuant to Section 5.01(a)(5)Holders. The Trustee hereby agrees on behalf of the Holders of the Insured Certificates (and each Holder such Holder, by its acceptance of a Senior Certificate its Insured Certificates, hereby agrees) for the benefit of the Certificate Insurer that it and they recognize that that, to the extent the Certificate Insurer makes pays any Insured PaymentsAmount, either directly or indirectly (as by paying through the Trustee), to the Senior CertificateholdersHolder of an Insured Certificate, the Certificate Insurer will be entitled to be subrogated to any rights of such Holder to receive the amounts for which such Insured Amount was paid, to the extent of such payment, and will be entitled to receive the Reimbursement Amount pursuant to as set forth in Section 5.01(a)(5). It is understood and agreed that 6.01. (e) At the intention end of the parties is Term of the Certificate Insurance Policy (as defined in the Certificate Insurance Policy), the Trustee shall return the Certificate Insurance Policy to the Certificate Insurer for cancellation. (f) Upon its becoming aware of the occurrence of an Event of Default hereunder, the Trustee shall promptly notify the Certificate Insurer of such Event of Default. (g) The Trustee shall promptly notify the Certificate Insurer of either of the following as to which it has actual knowledge: (A) the commencement of any proceeding by or against the Depositor commenced under the United States bankruptcy code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an "Insolvency Proceeding") and (B) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a "Preference Claim") of any distribution made with respect to the Class A-2 Certificates as to which it has actual knowledge. Each Holder of a Class A-2 Certificate, by its purchase of Class A-2 Certificates, and the Trustee hereby agrees that the Certificate Insurer shall not be entitled (so long as no Certificate Insurer Default exists) may at any time during the continuation of any proceeding relating to reimbursement on a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any Distribution Date for amounts previously paid by it unless on appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedes or performance bond pending any such Distribution Date the Senior Certificateholders shall also have received the full amount appeal. In addition and without limitation of the Guaranteed Distributions for foregoing, the Certificate Insurer shall be subrogated to the rights of the Trustee and each Holder of a Class A-2 Certificate in the conduct of any Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Distribution DatePreference Claim. (h) The Servicer shall designate a "Certificate Insurer Contact Person" who shall be available to the Certificate Insurer to provide reasonable access to information regarding the Mortgage Loans. (i) The Trustee shall send to the Certificate Insurer the reports prepared pursuant to Sections 3.16 and 3.18 and the statements prepared pursuant to Section 4.06, as well as any other statements or communications sent to Holders of the Class A-2 Certificates, in each case at the same time such reports, statements and communications are otherwise sent. (j) With respect to this Section 4.07, the terms "Receipt" and "Received" shall mean actual delivery to the Certificate Insurer, if any, prior to 12:00 p.m., New York time, on a Business Day; delivery either on a day that is not a Business Day or after 12:00 p.m., New York time, shall be deemed to be Receipt on the next succeeding Business Day. If any notice or certificate given under the Certificate Insurance Policy by the Trustee is not in proper form or is not properly completed, executed or delivered, it shall be deemed not to have been Received. The Certificate Insurer shall promptly so advise the Trustee and the Trustee may submit an amended notice.

Certificate Insurance Policy. (a) On or prior to the Closing Date, the Securities Administrator shall cause to be established and maintained the Policy Account, into which amounts received by the Securities Administrator pursuant to the Certificate Insurance Policy shall be deposited for the benefit of the Class 1-A1B and Class 2-A1B Certificates. Amounts on deposit in the Policy Account shall not be invested and shall not be held in an interest-bearing account. (b) As soon as possible, and in no event later than 11:00 a.m., 12:00 noon New York time, time on the second Business Day immediately preceding each any Distribution Date, the Trustee Securities Administrator shall determine furnish the amount of Available Funds for such Distribution Date minus the amount of any Premium Amount and any Trustee Fee to be paid on such Distribution Date. If for any Distribution Date Certificate Insurer with a Deficiency Amount exists, the Trustee shall complete a notice completed Notice in the form set forth as Exhibit A to the Endorsement to the Certificate Insurance Policy (in the "Notice") and shall submit such Notice event that there is a Deficiency Amount with respect to the Fiscal Agent no later than 12:00 noonClass 1-A1B and Class 2-A1B Certificateholders, New York timeas applicable, on the second Business Day preceding such Distribution Date; provided, however, that if such Distribution Date is the Final Distribution Date, the Notice shall also include the outstanding Class Principal Balance of the Class 1-A1B and Class 2-A1B Certificates, after giving effect to all payments of principal on the Class 1-A1B and Class 2-A1B Certificates on such Final Distribution Date, other than pursuant to the Certificate Insurance Policy. The Notice shall specify the amount of Insured Amounts and shall constitute a claim for an Insured Payment Amount pursuant to the Certificate Insurance Policy. . (c) Upon receipt of the an Insured Payment, at or prior to the latest time payments of the Insured Payment are to be made by Amount from the Certificate Insurer pursuant to the Certificate Insurance Policy, on behalf of the Senior CertificateholdersHolders of the Insured Certificates, the Trustee Securities Administrator shall deposit such Insured Payments Amount into the Policy Account. All such amounts on deposit in the Policy Account shall remain uninvested. On each Distribution Account and Date, the Securities Administrator shall distribute such Insured Payments only in accordance with Amounts pursuant to Section 5.01(a)(2) and 5.01(a)(4), if applicable5.01. The Trustee Securities Administrator shall receiveinclude on each Distribution Date any Insured Amounts received by it from or on behalf of the Certificate Insurer for such Distribution Date (i) in the amount distributed to the Holders of the Insured Certificates pursuant to Section 5.01 and (ii) in the amount deemed to have been distributed to the Class 1-A1B and Class 2-A1B Certificate regular interest and deposited for its benefit into the Policy Account. If on any Distribution Date the Securities Administrator determines that the Certificate Insurer has paid more under the Certificate Insurance Policy than is required by the terms thereof, the Securities Administrator shall promptly return the excess amount to the Certificate Insurer. (d) The Securities Administrator shall (i) receive as attorney-in-fact of each Holder the Holders of a Senior Certificate, the Insured Certificates any Insured Payment from Amount delivered to it by the Certificate Insurer for payment to such Holders and disburse the same (ii) distribute such Insured Amount to each Holder of a Senior Certificate such Holders as set forth in accordance with the provisions of Article V. Section 5.01. Insured Payments Amounts disbursed by the Trustee Securities Administrator from proceeds of the Certificate Insurance Policy shall not be considered payment by the Trust Fund with respect to the Insured Certificates, nor shall such payments disbursement of Insured Amounts discharge the obligation obligations of the Trust Fund with respect to such Senior Certificatethe amounts thereof, and the Certificate Insurer shall become the owner of such unpaid amounts due from to the Trust in respect of extent covered by such Insured Payments Amounts as the deemed assignee of such Holder and shall be entitled to receive the Reimbursement Amount pursuant to Section 5.01(a)(5)Holders. The Trustee hereby agrees on behalf of (and each such Holder of a Senior Certificate the Insured Certificates, by its acceptance of its Insured Certificates, hereby agrees) for the benefit of the Certificate Insurer that it and they recognize that that, to the extent the Certificate Insurer makes pays any Insured PaymentsAmount, either directly or indirectly (as by paying through the TrusteeSecurities Administrator), to the Senior CertificateholdersHolder of an Insured Certificate, the Certificate Insurer will be entitled to be subrogated to any rights of such Holder to receive the Reimbursement amounts for which such Insured Amount pursuant was paid, to Section 5.01(a)(5). It is understood the extent of such payment, and agreed that the intention of the parties is that will be entitled to receive the Certificate Insurer shall not be entitled to reimbursement on any Distribution Date for amounts previously paid by it unless on such Distribution Date the Senior Certificateholders shall also have received the full amount Reimbursement Amount as set forth in Section 5.01. The Trustee as attorney-in-fact of the Guaranteed Distributions Holders of the Insured Certificates shall assign to the Certificate Insurer the rights of such Holder with respect to the Class 1-A1B and Class 2-A1B, as applicable, to the extent of such Insured Amount until the Certificate Insurer has been fully reimbursed therefore in accordance with the terms of the Certificate Insurance Policy. To evidence such subrogation, the Trustee shall note the Certificate Insurer’s rights as subrogee upon the register of Certificateholders upon receipt from the Certificate Insurer of proof of payment of any Insured Amount. (e) At the end of the Term of the Policy (as defined in the Certificate Insurance Policy), the Trustee shall return the Certificate Insurance Policy to the Certificate Insurer for such Distribution Datecancellation. (f) The Trustee designates, appoints, authorizes and directs the Securities Administrator to deliver on behalf of the Trustee the notice in the form of Exhibit A to the Certificate Insurance Policy in accordance with Section 4.06 and to make, on behalf of and with full power to bind the Trustee, any of the agreements, assignments or covenants of the Trustee contained therein. To the extent necessary, this Agreement shall constitute an irrevocable limited power of attorney, coupled with an interest, from the Trustee to the Securities Administrator, to accomplish the foregoing.

Certificate Insurance Policy. As soon as possible, and in no event later than 11:00 a.m., (a) By 12:00 noon New York timeCity time on each Determination Date the Trustee shall, based solely on the second Business Day information set forth in the related Servicer's Certificate, determine the Net Available Distribution Amount with respect to the immediately preceding each following Distribution Date, . (b) If the Trustee shall determine Required Payments for any Distribution Date exceed the amount of Net Available Funds Distribution Amount for such Distribution Date minus (such excess being a "Deficiency Amount") and the amount of any Premium Certificate Insurer does not otherwise fund such Deficiency Amount and any Trustee Fee to be paid by 12:00 p.m. New York City time on such Distribution Date. If for any the third Business Day preceding the related Distribution Date a Deficiency Amount exists(the "Claim Date"), the Trustee shall complete a notice Notice in the form set forth as of Exhibit A attached to the Certificate Insurance Policy (the "Notice") and shall submit such Notice notice to the Fiscal Agent Certificate Insurer no later than 12:00 noon, p.m. New York time, City time on the second Business Day preceding Claim Date as a claim for an Insured Payment in an amount equal to such Distribution DateDeficiency Amount. The Notice shall specify the amount of the Insured Payment and shall constitute a claim for an Insured Payment pursuant to the Certificate Insurance Policy. Upon receipt of the Insured Payment, at or prior . (c) The Trustee shall report to the latest time payments of the Insured Payment are to be made by Seller and the Certificate Insurer pursuant with respect to the amounts then held in each Account held by the Trustee and the identity of the investments included therein, as the Seller or the Certificate Insurer may from time to time request. Without limiting the generality of the foregoing, the Trustee shall, at the request of the Seller or the Certificate Insurer, transmit promptly to the Certificate Insurance Policy, on behalf Insurer and the Seller copies of all accountings of receipts in respect of the Senior Certificateholders, Receivables furnished to it by the Trustee shall deposit such Insured Payments in the Distribution Account and shall distribute such Insured Payments only in accordance with Section 5.01(a)(2Servicer. (d) and 5.01(a)(4), if applicable. The Trustee shall receive, (i) receive as attorney-in-fact of each Holder of a Senior Certificate, the Certificateholders any Insured Payment from the Certificate Insurer and (ii) disburse the same to each Holder of a Senior Certificate such Certificateholders as set forth in accordance with the provisions of Article V. Section 5.4. Insured Payments disbursed by the Trustee from proceeds of the Certificate Insurance Policy shall not be considered payment by the Trust nor shall such payments discharge the obligation of the Trust with respect to such Senior Certificatethe Certificates, and the Certificate Insurer shall become the owner of such unpaid amounts due from the Trust in respect of such Insured Payments as the deemed assignee of such Holder Certificateholders, as hereinafter provided. The Trust and the Trustee hereby agree on behalf of each Certificateholder for the benefit of the Certificate Insurer that to the extent the Certificate Insurer pays Insured Payments, either directly or indirectly (as by paying through the Trustee), to the Certificateholders, the Certificate Insurer shall be subrogated to the rights of the Certificateholders with respect to such Insured Payments, shall be deemed to the extent of the Insured Payments so made to be a Certificateholder and shall receive future distributions until all such Insured Payments by the Certificate Insurer have been fully reimbursed, as described in the following paragraph. To evidence such subrogation, the Trustee shall note the Certificate Insurer's rights as subrogee on the Certificate Register upon receipt from the Certificate Insurer of proof of the payment of any Insured Payment, after making the distribution on any such future Distribution Date to the Certificateholders other than to the Certificate Insurer. The Certificate Insurer shall be entitled to receive the related Reimbursement Amount pursuant to Section 5.01(a)(5)5.4 with respect to each Insured Payment made by the Certificate Insurer. The Trustee hereby agrees on behalf of each Holder of a Senior Certificate Certificateholder and the Trust for the benefit of the Certificate Insurer that it and they recognize recognizes that to the extent the Certificate Insurer makes Insured Payments, either directly or indirectly (as by paying through the Trustee), to the Senior Certificateholders, or to the extent any Premium Amount remains unpaid, as the case may be, the Certificate Insurer will shall be entitled to receive the related Reimbursement Amount pursuant to Section 5.01(a)(5)5.4. It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to reimbursement on any Distribution Date for amounts previously paid by it unless on such Distribution Date the Senior Certificateholders shall also have received the full amount of the Guaranteed Distributions Required Payments for such Distribution Date. (e) Each Certificateholder which pays any Preference Amounts theretofore received by such Certificateholder on account of such Certificate will be entitled to receive reimbursement for such amounts from the Certificate Insurer in accordance with the terms of the Certificate Insurance Policy, but only after (i) delivering a copy to the Certificate Insurer of a final, nonappealable order (a "Preference Order") of a court having competent jurisdiction under the United States Bankruptcy Code demanding payment of such amount to the bankruptcy court and (ii) irrevocably assigning such Certificateholder's claim with respect to such Preference Order to the Certificate Insurer in such form as is required by the Certificate Insurer. In no event shall the Certificate Insurer pay more than one Insured Payment in respect of any Preference Amount. Consequently, the Trustee shall not be entitled to reimbursement with respect to any Preference Order relating to the Certificateholder's receipt of funds representing Insured Payments made by the Certificate Insurer in respect of such Distribution Date. The Trustee, for itself and on behalf of the Certificateholders, agrees that the Certificate Insurer may at any time during the continuation of any proceeding relating to a Preference Order direct all matters relating to such Preference Order, including, without limitation, the direction of any appeal of any order relating to such preference order and the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Certificate Insurer shall be subrogated, to the extent of Insured Payments, to the rights of the Seller, the Servicer, the Trustee and each Certficateholder in the conduct of any such preference claim, including, without limitation, all rights of any party to any adversarial proceeding or action with respect to any court order issued in connection with any such preference claim. (f) The Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Certificate from moneys received under the Certificate Insurance Policy. The Certificate Insurer shall have the right to inspect such records at reasonable times during normal business hours upon one Business Day's prior notice to the Trustee. (g) The Certificate Insurer shall have the right to give participations in its rights under this Agreement and to enter into contracts of reinsurance with respect to the Certificate Insurance Policy; provided that no such grant of participation shall operate to relieve the Certificate Insurer of liability on the Certificate Insurance Policy, and provided further that no such participation or contract of reinsurance shall require the Servicer, the Trustee or the Seller to deal with any person other than the Certificate Insurer.

Certificate Insurance Policy. As soon as possible, and in no event later than 11:00 a.m., New York time, on the second Business Day immediately preceding each Distribution Date, the Trustee shall determine the amount of the Available Funds for each Loan Group for such Distribution Date minus the amount of any Premium Amount and any Trustee Fee to be paid on such Distribution Date. If for any Distribution Date a Deficiency Amount exists, the Trustee shall complete a notice in the form set forth as Exhibit A to the Certificate Insurance Policy (the "Notice") and shall submit such Notice to the Fiscal Agent no later than 12:00 noon, New York time, on the second Business Day preceding such Distribution Date. The Notice shall constitute a claim for an Insured Payment pursuant to the Certificate Insurance Policy. Upon receipt of the Insured Payment, at or prior to the latest time payments of the Insured Payment are to be made by the Certificate Insurer pursuant to the Certificate Insurance Policy, on behalf of the Senior Certificateholders, the Trustee shall deposit such Insured Payments in the Distribution Account and shall distribute such Insured Payments only in accordance with Section 5.01(a)(2) 5.01(a)A.2 or B.2, as applicable, and 5.01(a)(4)5.01(a)C.3, if applicable. The Trustee shall receive, as attorney-in-fact of each Holder of a Senior Certificate, any Insured Payment from the Certificate Insurer and disburse the same to each Holder of a Senior Certificate in accordance with the provisions of Article V. Insured Payments disbursed by the Trustee from proceeds of the Certificate Insurance Policy shall not be considered payment by the Trust nor shall such payments discharge the obligation of the Trust with respect to such Senior Certificate, and the Certificate Insurer shall become the owner of such unpaid amounts due from the Trust in respect of such Insured Payments as the deemed assignee of such Holder and shall be entitled to receive the Reimbursement Amount pursuant to Section 5.01(a)(5). The Trustee hereby agrees on behalf of each Holder of a Senior Certificate for the benefit of the Certificate Insurer that it and they recognize that to the extent the Certificate Insurer makes Insured Payments, either directly or indirectly (as by paying through the Trustee), to the Senior Certificateholders, the Certificate Insurer will be entitled to receive the Reimbursement Amount pursuant to Section 5.01(a)(5). It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to reimbursement on any Distribution Date for amounts previously paid by it unless on such Distribution Date the Senior Certificateholders shall also have received the full amount of the Guaranteed Distributions for such Distribution Date.the

Certificate Insurance Policy. As soon as possible, and in no event later than 11:00 a.m., (a) By 12:00 noon New York timeCity time on each Determination Date the Trustee shall, based solely on the second Business Day information set forth in the related Servicer's Certificate, determine the Net Available Distribution Amount with respect to the immediately preceding each following Distribution Date, . (b) If the Trustee shall determine Required Payments for any Distribution Date exceed the amount of Net Available Funds Distribution Amount for such Distribution Date minus (such event giving rise to a "Deficiency Amount") and the amount of any Premium Certificate Insurer does not otherwise fund such Deficiency Amount and any Trustee Fee to be paid by 12:00 p.m. New York City time on such Distribution Date. If for any the third Business Day preceding the related Distribution Date a Deficiency Amount exists(the "Claim Date"), the Trustee shall complete a notice Notice in the form set forth as of Exhibit A attached to the Certificate Insurance Policy (the "Notice") and shall submit such Notice notice to the Fiscal Agent Certificate Insurer no later than 12:00 noon, p.m. New York time, City time on the second Business Day preceding Claim Date as a claim for an Insured Payment in an amount equal to such Distribution DateDeficiency Amount. The Notice shall specify the amount of the Insured Payment and shall constitute a claim for an Insured Payment pursuant to the Certificate Insurance Policy. Upon receipt of the Insured Payment, at or prior . (c) The Trustee shall report to the latest time payments of the Insured Payment are to be made by Seller and the Certificate Insurer pursuant with respect to the amounts then held in each Account held by the Trustee and the identity of the investments included therein, as the Seller or the Certificate Insurer may from time to time request. Without limiting the generality of the foregoing, the Trustee shall, at the request of the Seller or the Certificate Insurer, transmit promptly to the Certificate Insurance Policy, on behalf Insurer and the Seller copies of all accountings of receipts in respect of the Senior Certificateholders, Receivables furnished to it by the Trustee shall deposit such Insured Payments in the Distribution Account and shall distribute such Insured Payments only in accordance with Section 5.01(a)(2Servicer. (d) and 5.01(a)(4), if applicable. The Trustee shall receive, (i) receive as attorney-in-fact of each Holder of a Senior Certificate, the Certificateholders any Insured Payment from the Certificate Insurer and (ii) disburse the same to each Holder of a Senior Certificate such Certificateholders as set forth in accordance with the provisions of Article V. Section 5.4. Insured Payments disbursed by the Trustee from proceeds of the Certificate Insurance Policy shall not be considered payment by the Trust nor shall such payments discharge the obligation of the Trust with respect to such Senior Certificatethe Certificates, and the Certificate Insurer shall become the owner of such unpaid amounts due from the Trust in respect of such Insured Payments as the deemed assignee of such Holder Certificateholders, as hereinafter provided. The Trust and the Trustee hereby agree on behalf of each Certificateholder for the benefit of the Certificate Insurer that to the extent the Certificate Insurer pays Insured Payments, either directly or indirectly (as by paying through the Trustee), to the Certificateholders, the Certificate Insurer shall be subrogated to the rights of the Certificateholders with respect to such Insured Payments, shall be deemed to the extent of the Insured Payments so made to be a Certificateholder and shall receive future distributions until all such Insured Payments by the Certificate Insurer have been fully reimbursed, as described in the following paragraph. To evidence such subrogation, the Trustee shall note the Certificate Insurer's rights as subrogee on the Certificate Register upon receipt from the Certificate Insurer of proof of the payment of any Insured Payment, after making the distribution on any such future Distribution Date to the Certificateholders other than to the Certificate Insurer. The Certificate Insurer shall be entitled to receive the related Reimbursement Amount pursuant to Section 5.01(a)(5)5.4 with respect to each Insured Payment made by the Certificate Insurer. The Trustee hereby agrees on behalf of each Holder of a Senior Certificate Certificateholder and the Trust for the benefit of the Certificate Insurer that it and they recognize recognizes that to the extent the Certificate Insurer makes Insured Payments, either directly or indirectly (as by paying through the Trustee), to the Senior Certificateholders, or to the extent any Premium Amount remains unpaid, as the case may be, the Certificate Insurer will shall be entitled to receive the related Reimbursement Amount pursuant to Section 5.01(a)(5)5.4. It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to reimbursement on any Distribution Date for amounts previously paid by it unless on such Distribution Date the Senior Certificateholders shall also have received the full amount of the Guaranteed Distributions Required Payments for such Distribution Date. (e) Each Certificateholder which pays any Preference Amounts theretofore received by such Certificateholder on account of such Certificate will be entitled to receive reimbursement for such amounts from the Certificate Insurer in accordance with the terms of the Certificate Insurance Policy, but only after (i) delivering a copy to the Certificate Insurer of a final, nonappealable order (a "Preference Order") of a court having competent jurisdiction under the United States Bankruptcy Code demanding payment of such amount to the bankruptcy court and (ii) irrevocably assigning such Certificateholder's claim with respect to such Preference Order to the Certificate Insurer in such form as is required by the Certificate Insurer. In no event shall the Certificate Insurer pay more than one Insured Payment in respect of any Preference Amount. Consequently, the Trustee shall not be entitled to reimbursement with respect to any Preference Order relating to the Certificateholder's receipt of funds representing Insured Payments made by the Certificate Insurer in respect of such Distribution Date. The Trustee, for itself and on behalf of the Certificateholders, agrees that the Certificate Insurer may at any time during the continuation of any proceeding relating to a Preference Order direct all matters relating to such Preference Order, including, without limitation, the direction of any appeal of any order relating to such Preference Order and the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Certificate Insurer shall be subrogated, to the extent of Insured Payments, to the rights of the Seller, the Servicer, the Trustee and each Certificateholder in the conduct of any such preference claim, including, without limitation, all rights of any party to any adversarial proceeding or action with respect to any court order issued in connection with any such preference claim. (f) The Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Certificate from moneys received under the Certificate Insurance Policy. The Certificate Insurer shall have the right to inspect such records at reasonable times during normal business hours upon one Business Day's prior notice to the Trustee. (g) The Certificate Insurer shall have the right to give participations in its rights under this Agreement and to enter into contracts of reinsurance with respect to the Certificate Insurance Policy; provided that no such grant of participation shall operate to relieve the Certificate Insurer of liability on the Certificate Insurance Policy, and provided further that no such participation or contract of reinsurance shall require the Servicer, the Trustee or the Seller to deal with any person other than the Certificate Insurer.

Certificate Insurance Policy. (a) On or prior to the Closing Date, the Trustee shall cause to be established and maintained the Policy Account, into which amounts received by the Trustee pursuant to the Certificate Insurance Policy shall be deposited for the benefit of the Insured Certificates. Amounts on deposit in the Policy Account shall not be invested and shall not be held in an interest-bearing account. (b) As soon as possible, and in no event later than 11:00 a.m., 12:00 noon New York time, time on the second Business Day immediately preceding each any Distribution Date, the Trustee shall determine furnish the amount of Available Funds for such Distribution Date minus Certificate Insurer and the amount of any Premium Amount and any Trustee Fee to be paid on such Distribution Date. If for any Distribution Date Servicer with a Deficiency Amount exists, the Trustee shall complete a notice completed Notice in the form set forth as Exhibit A to the Endorsement to the Certificate Insurance Policy (in the "Notice") and shall submit such Notice event that a Deficiency Amount exists with respect to the Fiscal Agent no later than 12:00 noonClass 1A-1B Certificates, New York timeClass 1-A2B Certificates, on the second Business Day preceding such Distribution DateClass 2-A1C Certificates or Class 3-A1C Certificates. The Notice shall specify the amount of Insured Amounts for each Class of Insured Certificate and shall constitute a claim for an Insured Payment Amount pursuant to the Certificate Insurance Policy. . (c) Upon receipt of the an Insured Payment, at or prior to the latest time payments of the Insured Payment are to be made by Amount from the Certificate Insurer pursuant to the Certificate Insurance Policy, on behalf of the Senior CertificateholdersHolders of the Insured Certificates, the Trustee shall deposit such Insured Payments Amount into the Policy Account. All such amounts on deposit in the Policy Account shall remain uninvested. On or prior to each Distribution Date, the Trustee shall transfer amounts on deposit in the Policy Account to the Distribution Account and shall distribute such Insured Payments only in accordance with Amounts to the Insured Certificates pursuant to Section 5.01(a)(2) and 5.01(a)(4), if applicable5.01. The Trustee shall receiveinclude on each Distribution Date any Insured Amounts received by it from or on behalf of the Certificate Insurer for such Distribution Date (i) in the amount distributed to the Holders of the Insured Certificates pursuant to Section 5.01 and (ii) in the amount deemed to have been distributed to the Class 1-A1B, Class 1-A2B, Class 2-A1C and Class 3-A1C regular interests, as applicable, and deposited for their benefit into the Distribution Account. If on any Distribution Date the Trustee determines that the Certificate Insurer has paid more under the Certificate Insurance Policy than is required by the terms thereof, the Trustee shall promptly return the excess amount to the Certificate Insurer. (d) The Trustee shall (i) receive as attorney-in-fact of each Holder the Holders of a Senior Certificate, the Insured Certificates any Insured Amount or Avoided Payment from delivered to it by the Certificate Insurer for payment to such Holders and disburse the same (ii) distribute such Insured Amount to each Holder of a Senior Certificate such Holders as set forth in accordance with the provisions of Article V. Section 5.01. Insured Payments Amounts disbursed by the Trustee from proceeds of the Certificate Insurance Policy shall not be considered payment by the Trust Fund with respect to the Insured Certificates, nor shall such payments disbursement of Insured Amounts discharge the obligation obligations of the Trust Fund with respect to such Senior Certificatethe amounts thereof, and the Certificate Insurer shall become the owner of such unpaid amounts due from to the Trust in respect of extent covered by such Insured Payments Amounts as the deemed assignee of such Holder and shall be entitled to receive the Reimbursement Amount pursuant to Section 5.01(a)(5)Holders. The Trustee hereby agrees on behalf of the Holders of the Insured Certificates (and each Holder such Holder, by its acceptance of a Senior Certificate its Insured Certificates, hereby agrees) for the benefit of the Certificate Insurer that it and they recognize that that, to the extent the Certificate Insurer makes pays any Insured PaymentsAmount or Avoided Payment, either directly or indirectly (as by paying through the Trustee), to the Senior Certificateholdersany Holder of an Insured Certificates, the Certificate Insurer will be entitled to be subrogated to any rights of such Holder to receive the Reimbursement amounts for which such Insured Amount pursuant or Avoided Payment was paid, to Section 5.01(a)(5). It is understood the extent of such payment, and agreed that the intention of the parties is that will be entitled to receive the Certificate Insurer shall not be entitled to reimbursement on any Distribution Date for amounts previously paid by it unless on such Distribution Date the Senior Certificateholders shall also have received the full amount Reimbursement Amount as set forth in Section 5.01. The Trustee as attorney-in-fact of the Guaranteed Distributions Holders of the Insured Certificates shall assign to the Certificate Insurer the rights of such Holder with respect to the Class 1-A1B, Class 1-A2B, Class 2-A1C and Class 3-A1C Certificates to the extent of such Insured Amount until the Certificate Insurer has been fully reimbursed therefore in accordance with the terms of the Certificate Insurance Policy. To evidence such subrogation, the Trustee shall note the Certificate Insurer’s rights as subrogee upon the register of Certificateholders upon receipt from the Certificate Insurer of proof of payment of any Insured Amount. (e) At the end of the Term of the Certificate Insurance Policy (as defined in the Certificate Insurance Policy), the Trustee shall return the Certificate Insurance Policy to the Certificate Insurer for such Distribution Datecancellation.

Certificate Insurance Policy. As soon as possible, and in no event later than 11:00 a.m.12:00 noon, New York City time, on the second Business Day immediately preceding each Distribution Date, the Trustee shall determine the amount of Available Funds Amount for such Distribution Date minus the amount of any Premium Amount and any Trustee Fee to be paid on such Distribution Date. If for any Distribution Date a Deficiency Amount (as defined in the Certificate Insurance Policy) exists, the Trustee shall complete a notice in the form set forth as Exhibit A to the Certificate Insurance Policy (the "Notice") and shall submit such Notice to the Fiscal Agent Certificate Insurer no later than 12:00 noon, New York City time, on the second Business Day preceding such Distribution Date. The Notice shall constitute a claim for an Insured Payment pursuant to the Certificate Insurance Policy. Upon receipt of the Insured Payment, at or prior to the latest time payments of the Insured Payment are to be made by the Certificate Insurer pursuant to the Certificate Insurance Policy, on behalf of the Senior Offered Certificateholders, the Trustee shall deposit such Insured Payments in the Distribution Account and shall distribute such Insured Payments only in accordance with Section 5.01(a)(2) and 5.01(a)(44.02(a), if applicable. The Trustee shall receive, as attorney-in-fact of each Holder of a Senior Certificate, any To the extent an Insured Payment is received by the Trustee from the Certificate Insurer and disburse the same to each Holder of a Senior Certificate in accordance with the provisions of Article V. Insured Payments disbursed by the Trustee from proceeds of the Certificate Insurance Policy shall not be considered payment by the Trust nor shall such payments discharge the obligation of the Trust with respect to such Senior Certificate, and the Certificate Insurer shall become the owner of such unpaid amounts due from the Trust in respect of such Insured Payments as the deemed assignee of such Holder and shall be entitled to receive the Reimbursement Amount pursuant to Section 5.01(a)(5). The Trustee hereby agrees on behalf of each Holder of a Senior Certificate for the benefit of the Certificate Insurer that it and they recognize that to the extent the Certificate Insurer makes Insured Payments, either directly or indirectly (as by paying through the Trustee), to the Senior Certificateholders, the Certificate Insurer will be entitled to receive the Reimbursement Amount pursuant to Section 5.01(a)(5). It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to reimbursement on any Distribution Date for amounts previously paid by it unless on such Distribution Date and due to the Senior Certificateholders shall also have received the full amount timing of the Guaranteed Distributions receipt of such Insured Payment, there is insufficient time to distribute the Insured Payment to the Depository, a delay in making a distribution of interest and principal to the holders of the Offered Certificates may result. Under such circumstances, the Trustee shall not be liable or otherwise held responsible for such Distribution Datedelay.

Certificate Insurance Policy. As soon as possible, and in no event later than 11:00 a.m., New York time, on the second Business Day immediately preceding each Distribution Date, the Trustee shall determine the amount of Available Funds for such Distribution Date minus the amount of any Premium Amount and any Trustee Fee to be paid on such Distribution Date. If for any Distribution Date a Deficiency Amount exists, the Trustee shall complete a notice in the form set forth as Exhibit A to the Certificate Insurance Policy (the "“Notice"”) and shall submit such Notice to the Certificate Insurer and the Fiscal Agent no later than 12:00 noon, New York time, on the second Business Day preceding such Distribution Date. The Notice shall constitute a claim for an Insured Payment pursuant to the Certificate Insurance Policy. Upon receipt of the Insured Payment, at or prior to the latest time payments of the Insured Payment are to be made by the Certificate Insurer pursuant to the Certificate Insurance Policy, on behalf of the Senior Class A Certificateholders, the Trustee shall deposit such Insured Payments in the Distribution Policy Payments Account and shall distribute such Insured Payments only in accordance with Section 5.01(a)(2) and 5.01(a)(4), if applicable. The Trustee shall receive, as attorney-in-fact of each Holder of a Senior Class A Certificate, any Insured Payment from the Certificate Insurer and disburse the same to each Holder of a Senior Class A Certificate in accordance with the provisions of Article V. Insured Payments disbursed by the Trustee from proceeds of the Certificate Insurance Policy shall not be considered payment by the Trust nor shall such payments discharge the obligation of the Trust with respect to such Senior Class A Certificate, and the Certificate Insurer shall become the owner of such unpaid amounts due from the Trust in respect of such Insured Payments as the deemed assignee of such Holder and shall be entitled to receive the Reimbursement Amount pursuant to Section 5.01(a)(5)) to the extent not received by subrogation as subrogee of the Class A Holders. The Trustee hereby agrees on behalf of each Holder of a Senior Class A Certificate for the benefit of the Certificate Insurer that it and they recognize that to the extent the Certificate Insurer makes Insured Payments, either directly or indirectly (as by paying through the Trustee), to the Senior Class A Certificateholders, the Certificate Insurer will be entitled to receive the Reimbursement Amount pursuant to Section 5.01(a)(5). It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to reimbursement on any Distribution Date for amounts previously paid by it unless on such Distribution Date the Senior Class A Certificateholders shall also have received the full amount of the Guaranteed Distributions for such Distribution Date.

Certificate Insurance Policy. (a) On or prior to the Closing Date, the Securities Administrator, on behalf of the Trustee in trust for the Trust Fund, shall cause to be established and maintained the Policy Account, into which amounts received by the Securities Administrator pursuant to the Certificate Insurance Policy shall be deposited for the benefit of the Insured Certificates. Amounts on deposit in the Policy Account shall not be invested and shall not be held in an interest-bearing account. (b) As soon as possible, and in no event later than 11:00 a.m., 12:00 noon New York time, time on the second Business Day immediately preceding each any Distribution Date, the Trustee Securities Administrator shall determine furnish the amount of Available Funds for such Distribution Date minus the amount of any Premium Amount and any Trustee Fee to be paid on such Distribution Date. If for any Distribution Date Certificate Insurer with a Deficiency Amount exists, the Trustee shall complete a notice completed Notice in the form set forth as Exhibit A to the Endorsement to the Certificate Insurance Policy in the event that (a) the "Notice"related Available Funds (other than any amounts in respect of Insured Amounts) and shall submit such Notice are insufficient to pay the Monthly Interest Distributable Amount (net of any Net Interest Shortfalls, Basis Risk Shortfalls or Net Deferred Interest) with respect to the Fiscal Agent no later than 12:00 noon, New York time, Holders of the Insured Certificates on such Distribution Date or (b) a Realized Loss is to be allocated to the second Business Day preceding Insured Certificates on such Distribution Date; provided, however, that if such Distribution Date is the Final Distribution Date, the Notice shall also include the aggregate outstanding Class Principal Balances on each Class of the Insured Certificates, after giving effect to all payments of principal on the Insured Certificates on such Final Distribution Date, other than pursuant to the Certificate Insurance Policy. The Notice shall specify the amount of Insured Amounts for each Insured Certificate and shall constitute a claim for an Insured Payment Amount pursuant to the Certificate Insurance Policy. . (c) Upon receipt of the an Insured Payment, at or prior to the latest time payments of the Insured Payment are to be made by Amount from the Certificate Insurer pursuant to the Certificate Insurance Policy, on behalf of the Senior CertificateholdersHolders of the Insured Certificates, the Trustee Securities Administrator shall deposit such Insured Payments Amount into the Policy Account. All such amounts on deposit in the Policy Account shall remain uninvested. On or prior to each Distribution Date, the Securities Administrator shall transfer amounts on deposit in the Policy Account to the Distribution Account and shall distribute such Insured Payments only in accordance with Amounts to the Insured Certificates pursuant to Section 5.01(a)(2) and 5.01(a)(4), if applicable5.01. The Trustee Securities Administrator shall receiveinclude on each Distribution Date any Insured Amounts received by it from or on behalf of the Certificate Insurer for such Distribution Date (i) in the amount distributed to the Holders of the Insured Certificates pursuant to Section 5.01 and (ii) in the amount deemed to have been distributed to the Class 1A-1B and Class 2A-1C regular interests and deposited for their benefit into the Distribution Account. If on any Distribution Date the Securities Administrator determines that the Certificate Insurer has paid more under the Certificate Insurance Policy than is required by the terms thereof, the Securities Administrator shall promptly return the excess amount to the Certificate Insurer. Funds received by the Securities Administrator as a result of any claim under the Certificate Insurance Policy shall be used solely for payment to the Holders of the Insured Certificates and may not be applied for any other purpose, including, without limitation, satisfaction of any costs, expenses or liabilities of the Securities Administrator or the Trust Fund. Any funds remaining in the Policy Account on the first Business Day after each Distribution Date shall be remitted promptly to the Certificate Insurer. The Securities Administrator shall keep complete and accurate records in respect of (i) all funds remitted to it by the Certificate Insurer and deposited into the Policy Account and (ii) the allocation of such funds to (A) payments of interest on and principal in respect of the Insured Certificates and (B) the amount of funds available to make distributions on the Insured Certificates. The Certificate Insurer shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days’ prior written notice to the Securities Administrator. (d) The Securities Administrator shall (i) receive as attorney-in-fact of each Holder the Holders of a Senior Certificate, the Insured Certificates any Insured Payment from Amount or Preference Claim delivered to it by the Certificate Insurer for payment to such Holders and disburse (ii) distribute any such Insured Amount to such Holder as set forth in Section 5.01. Anything herein to the same contrary notwithstanding, solely for purposes of determining the Certificate Insurer’s rights, as applicable, as subrogee for payments distributable pursuant to each Holder of a Senior the Certificate in accordance with the provisions of Article V. Insurance Policy, Insured Payments Amounts disbursed by the Trustee Securities Administrator from proceeds of the Certificate Insurance Policy shall not be considered payment by the Trust Fund with respect to the Insured Certificates, nor shall such payments disbursement of Insured Amounts discharge the obligation obligations of the Trust Fund with respect to such Senior Certificatethe amounts thereof, and the Certificate Insurer shall become the owner of such unpaid amounts due from to the Trust in respect of extent covered by such Insured Payments Amounts as the deemed assignee of such Holder and shall be entitled to receive the Reimbursement Amount pursuant to Section 5.01(a)(5)Holders. The Trustee Securities Administrator hereby agrees on behalf of the Holders of the Insured Certificates (and each Holder such Holder, by its acceptance of a Senior Certificate its Insured Certificate, hereby agrees) for the benefit of the Certificate Insurer that it and they recognize that that, to the extent the Certificate Insurer makes pays any Insured PaymentsAmount or Preference Claim, either directly or indirectly (as by paying through the TrusteeSecurities Administrator), to the Senior CertificateholdersHolders of the Insured Certificates, the Certificate Insurer will be entitled to be subrogated to any rights of such Holder to receive the amounts for which such Insured Amount or Preference Claim was paid, to the extent of such payment, and will be entitled to receive the Certificate Insurer Reimbursement Amount pursuant to as set forth in Section 5.01(a)(5)5.01. It is understood and agreed that In the intention event the Securities Administrator receives a certified copy of an order of the parties is appropriate court that any scheduled payment of principal or interest on an Insured Certificate has been voided in whole or in part as a preference payment under applicable bankruptcy law, the Securities Administrator shall (i) promptly notify the Certificate Insurer and (ii) comply with the provisions of the Certificate Insurance Policy, to obtain payment by the Certificate Insurer of such voided scheduled payment. The Securities Administrator shall furnish to the Certificate Insurer its records listing the payments on the affected Insured Certificates, if any, that have been made by the Trustee and subsequently recovered from the affected Holders, and the dates on which such payments were made by the Securities Administrator. (e) At the end of the Term of the Certificate Insurance Policy (as defined in the Certificate Insurance Policy), the Securities Administrator shall return the Certificate Insurance Policy to the Certificate Insurer for cancellation. (f) The Securities Administrator shall promptly notify the Certificate Insurer of either of the following as to which it has actual knowledge: (A) the commencement of any proceeding by or against the Depositor commenced under the United States bankruptcy code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an “Insolvency Proceeding”) and (B) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a “Preference Claim”) of any distribution made with respect to the Insured Certificates as to which it has actual knowledge. Each Holder of an Insured Certificate, by its purchase of such Insured Certificates, and the Securities Administrator each hereby agree that the Certificate Insurer shall not be entitled (so long as no Certificate Insurer Default exists) may at any time during the continuation of any proceeding relating to reimbursement on a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any Distribution Date for amounts previously paid by it unless on appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedes or performance bond pending any such Distribution Date the Senior Certificateholders shall also have received the full amount appeal. In addition and without limitation of the Guaranteed Distributions for foregoing, the Certificate Insurer shall be subrogated to the rights of the Securities Administrator and each Holder of an Insured Certificate in the conduct of any Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Distribution DatePreference Claim. (g) With respect to this Section 4.05, the terms “receipt” and “received” shall mean actual delivery to the Certificate Insurer, if any, prior to 12:00 p.m., New York time, on a Business Day; delivery either on a day that is not a Business Day or after 12:00 p.m., New York time, shall be deemed to be “received” on the next succeeding Business Day. If any notice or certificate given under the Certificate Insurance Policy by the Securities Administrator is not in proper form or is not properly completed, executed or delivered, it shall be deemed not to have been “received.” The Certificate Insurer shall promptly so advise the Securities Administrator and the Securities Administrator may submit an amended notice. (h) All references herein to the ratings assigned to the Insured Certificates and to the interests of any Certificateholders therein shall be without regard to the Certificate Insurance Policy.

Certificate Insurance Policy. (a) On or prior to the Closing Date, the Trustee shall cause to be established and maintained the Policy Account, into which amounts received by the Trustee pursuant to the Certificate Insurance Policy shall be deposited for the benefit of the Class 1-A1B, Class 1-A2C, Class 2-A1B and Class 2-A2B Certificates. Amounts on deposit in the Policy Account shall not be invested and shall not be held in an interest-bearing account. (b) As soon as possible, and in no event later than 11:00 a.m., 12:00 noon New York time, time on the second Business Day immediately preceding each any Distribution Date, the Trustee shall determine furnish the amount of Available Funds for such Distribution Date minus Certificate Insurer and the amount of any Premium Amount and any Trustee Fee to be paid on such Distribution Date. If for any Distribution Date Servicer with a Deficiency Amount exists, the Trustee shall complete a notice completed Notice in the form set forth as Exhibit A to the Endorsement to the Certificate Insurance Policy in the event that the related Available Funds (other than any amounts in respect of Insured Amounts) are insufficient to pay the "Notice"Monthly Interest Distributable Amount (net of any Net Interest Shortfalls, Basis Risk Shortfalls or Net Deferred Interest) and shall submit such Notice with respect to the Fiscal Agent no later than 12:00 noonClass 1-A2B, New York timeClass 1-A2C, Class 2-A1B or Class 2-A2B Certificateholders, as applicable, on the second Business Day preceding such Distribution Date; provided, however, that if such Distribution Date is the Final Distribution Date, the Notice shall also include the outstanding Class Principal Balance of the Class 1-A1B, Class 1-A2C, Class 2-A1B and Class 2-A2B Certificates, after giving effect to all payments of principal on the Class 1-A1B, Class 1-A2C, Class 2-A1B and Class 2-A2B Certificates on such Final Distribution Date, other than pursuant to the Certificate Insurance Policy. The Notice shall specify the amount of Insured Amounts and shall constitute a claim for an Insured Payment Amount pursuant to the Certificate Insurance Policy. . (c) Upon receipt of the an Insured Payment, at or prior to the latest time payments of the Insured Payment are to be made by Amount from the Certificate Insurer pursuant to the Certificate Insurance Policy, on behalf of the Senior CertificateholdersHolders of the Insured Certificates, the Trustee shall deposit such Insured Payments Amount into the Policy Account. All such amounts on deposit in the Policy Account shall remain uninvested. On or prior to each Distribution Date, the Trustee shall transfer amounts on deposit in the Policy Account to the Distribution Account and shall distribute such Insured Payments only in accordance with Amounts pursuant to Section 5.01(a)(2) and 5.01(a)(4), if applicable5.01. The Trustee shall receiveinclude on each Distribution Date any Insured Amounts received by it from or on behalf of the Certificate Insurer for such Distribution Date (i) in the amount distributed to the Holders of the Insured Certificates pursuant to Section 5.01 and (ii) in the amount deemed to have been distributed to the Class 1-A1B, Class 1-A2C, Class 2-A1B and Class 2-A2B regular interests and deposited for their benefit into the Distribution Account. If on any Distribution Date the Trustee determines that the Certificate Insurer has paid more under the Certificate Insurance Policy than is required by the terms thereof, the Trustee shall promptly return the excess amount to the Certificate Insurer. (d) The Trustee shall (i) receive as attorney-in-fact of each Holder the Holders of a Senior Certificate, the Insured Certificates any Insured Payment from Amount delivered to it by the Certificate Insurer for payment to such Holders and disburse the same (ii) distribute such Insured Amount to each Holder of a Senior Certificate such Holders as set forth in accordance with the provisions of Article V. Section 5.01. Insured Payments Amounts disbursed by the Trustee from proceeds of the Certificate Insurance Policy shall not be considered payment by the Trust Fund with respect to the Insured Certificates, nor shall such payments disbursement of Insured Amounts discharge the obligation obligations of the Trust Fund with respect to such Senior Certificatethe amounts thereof, and the Certificate Insurer shall become the owner of such unpaid amounts due from to the Trust in respect of extent covered by such Insured Payments Amounts as the deemed assignee of such Holder and shall be entitled to receive the Reimbursement Amount pursuant to Section 5.01(a)(5)Holders. The Trustee hereby agrees on behalf of the Holders of the Insured Certificates (and each Holder such Holder, by its acceptance of a Senior Certificate its Insured Certificates, hereby agrees) for the benefit of the Certificate Insurer that it and they recognize that that, to the extent the Certificate Insurer makes pays any Insured PaymentsAmount, either directly or indirectly (as by paying through the Trustee), to the Senior CertificateholdersHolder of a Insured Certificate, the Certificate Insurer will be entitled to be subrogated to any rights of such Holder to receive the Reimbursement amounts for which such Insured Amount pursuant was paid, to Section 5.01(a)(5). It is understood the extent of such payment, and agreed that the intention of the parties is that will be entitled to receive the Certificate Insurer shall not be entitled to reimbursement on any Distribution Date for amounts previously paid by it unless on such Distribution Date Reimbursement Amount as set forth in Section 5.01. (e) At the Senior Certificateholders shall also have received the full amount end of the Guaranteed Distributions Term of the Certificate Insurance Policy (as defined in the Certificate Insurance Policy), the Trustee shall return the Certificate Insurance Policy to the Certificate Insurer for such Distribution Datecancellation.

Certificate Insurance Policy. (a) On or prior to the Closing Date, the Trustee shall cause to be established and maintained the Policy Account, into which amounts received by the Trustee pursuant to the Certificate Insurance Policy shall be deposited for the benefit of the Insured Certificates. Amounts on deposit in the Policy Account shall not be invested and shall not be held in an interest-bearing account. (b) As soon as possible, and in no event later than 11:00 a.m., 12:00 noon New York time, time on the second Business Day immediately preceding each any Distribution Date, the Trustee shall determine furnish the amount of Available Funds for such Distribution Date minus Certificate Insurer and the amount of any Premium Amount and any Trustee Fee to be paid on such Distribution Date. If for any Distribution Date Servicer with a Deficiency Amount exists, the Trustee shall complete a notice completed Notice in the form set forth as Exhibit A to the Endorsement to the Certificate Insurance Policy in the event that the related Available Funds (other than any amounts in respect of Insured Amounts) are insufficient to pay the "Notice"Monthly Interest Distributable Amount (net of any Net Interest Shortfalls, Basis Risk Shortfalls or Net Deferred Interest) and shall submit such Notice with respect to the Fiscal Agent no later than 12:00 noonholders of the Insured Certificates, New York timeas applicable, on the second Business Day preceding such Distribution Date; provided, however, that if such Distribution Date is the Final Distribution Date, the Notice shall also include the outstanding Class Principal Balances of the Insured Certificates, after giving effect to all payments of principal on each Class of Insured Certificates on such Final Distribution Date, other than pursuant to the Certificate Insurance Policy. The Notice shall specify the amount of Insured Amounts for the each Class of Insured Certificate and shall constitute a claim for an Insured Payment Amount pursuant to the Certificate Insurance Policy. . (c) Upon receipt of the an Insured Payment, at or prior to the latest time payments of the Insured Payment are to be made by Amount from the Certificate Insurer pursuant to the Certificate Insurance Policy, on behalf of the Senior CertificateholdersHolders of the Insured Certificates, the Trustee shall deposit such Insured Payments Amount into the Policy Account. All such amounts on deposit in the Policy Account shall remain uninvested. On or prior to each Distribution Date, the Trustee shall transfer amounts on deposit in the Policy Account to the Distribution Account and shall distribute such Insured Payments only in accordance with Amounts pursuant to Section 5.01(a)(2) and 5.01(a)(4), if applicable5.01. The Trustee shall receiveinclude on each Distribution Date any Insured Amounts received by it from or on behalf of the Certificate Insurer for such Distribution Date (i) in the amount distributed to the Holders of the Insured Certificates pursuant to Section 5.01 and (ii) in the amount deemed to have been distributed to the Class 1-A1B, Class 2-A1C, Class 3-A1C and Class 4-A1B regular interests and deposited for their benefit into the Distribution Account. If on any Distribution Date the Trustee determines that the Certificate Insurer has paid more under the Certificate Insurance Policy than is required by the terms thereof, the Trustee shall promptly return the excess amount to the Certificate Insurer. (d) The Trustee shall (i) receive as attorney-in-fact of each Holder the Holders of a Senior Certificate, the Insured Certificates any Insured Payment from Amount delivered to it by the Certificate Insurer for payment to such Holders and disburse the same (ii) distribute such Insured Amount to each Holder of a Senior Certificate such Holders as set forth in accordance with the provisions of Article V. Section 5.01. Insured Payments Amounts disbursed by the Trustee from proceeds of the Certificate Insurance Policy shall not be considered payment by the Trust Fund with respect to the Insured Certificates, nor shall such payments disbursement of Insured Amounts discharge the obligation obligations of the Trust Fund with respect to such Senior Certificatethe amounts thereof, and the Certificate Insurer shall become the owner of such unpaid amounts due from to the Trust in respect of extent covered by such Insured Payments Amounts as the deemed assignee of such Holder and shall be entitled to receive the Reimbursement Amount pursuant to Section 5.01(a)(5)Holders. The Trustee hereby agrees on behalf of the Holders of the Insured Certificates (and each Holder such Holder, by its acceptance of a Senior Certificate its Insured Certificates, hereby agrees) for the benefit of the Certificate Insurer that it and they recognize that that, to the extent the Certificate Insurer makes pays any Insured PaymentsAmount, either directly or indirectly (as by paying through the Trustee), to the Senior Certificateholdersany Holder of an Insured Certificates, the Certificate Insurer will be entitled to be subrogated to any rights of such Holder to receive the Reimbursement amounts for which such Insured Amount pursuant was paid, to Section 5.01(a)(5). It is understood the extent of such payment, and agreed that the intention of the parties is that will be entitled to receive the Certificate Insurer shall not be entitled to reimbursement on any Distribution Date for amounts previously paid by it unless on such Distribution Date Reimbursement Amount as set forth in Section 5.01. (e) At the Senior Certificateholders shall also have received the full amount end of the Guaranteed Distributions Term of the Certificate Insurance Policy (as defined in the Certificate Insurance Policy), the Trustee shall return the Certificate Insurance Policy to the Certificate Insurer for such Distribution Datecancellation.

Certificate Insurance Policy. (a) On or prior to the Closing Date, the Trustee, on behalf of the Trust Fund, shall cause to be established and maintained the Policy Account, into which amounts received by the Trustee pursuant to the Certificate Insurance Policy shall be deposited for the benefit of the Insured Certificates. Amounts on deposit in the Policy Account shall not be invested and shall not be held in an interest-bearing account. (b) As soon as possible, and in no event later than 11:00 a.m., 12:00 noon New York time, time on the second Business Day immediately preceding each any Distribution Date, the Trustee shall determine furnish the amount of Available Funds for such Distribution Date minus the amount of any Premium Amount and any Trustee Fee to be paid on such Distribution Date. If for any Distribution Date Certificate Insurer with a Deficiency Amount exists, the Trustee shall complete a notice completed Notice in the form set forth as Exhibit A to the Endorsement to the Certificate Insurance Policy in the event that (a) the "Notice"related Available Funds (other than any amounts in respect of Insured Amounts) and shall submit such Notice are insufficient to pay the Monthly Interest Distributable Amount (net of any Net Interest Shortfalls, Basis Risk Shortfalls or Net Deferred Interest) with respect to the Fiscal Agent no later than 12:00 noon, New York time, Holders of the Insured Certificates on such Distribution Date or (b) a Realized Loss is to be allocated to the second Business Day preceding Class 2A-1C2 Certificates on such Distribution Date; provided, however, that if such Distribution Date is the Final Distribution Date, the Notice shall also include the aggregate outstanding Class Principal Balances on each Class of the Insured Certificates, after giving effect to all payments of principal on the Insured Certificates on such Final Distribution Date, other than pursuant to the Certificate Insurance Policy. The Notice shall specify the amount of Insured Amounts for each Class of Insured Certificate and shall constitute a claim for an Insured Payment Amount pursuant to the Certificate Insurance Policy. . (c) Upon receipt of the an Insured Payment, at or prior to the latest time payments of the Insured Payment are to be made by Amount from the Certificate Insurer pursuant to the Certificate Insurance Policy, on behalf of the Senior CertificateholdersHolders of the Insured Certificates, the Trustee shall deposit such Insured Payments Amount into the Policy Account. All such amounts on deposit in the Policy Account shall remain uninvested. On or prior to each Distribution Date, the Trustee shall transfer amounts on deposit in the Policy Account to the Distribution Account and shall distribute such Insured Payments only in accordance with Amounts to the Insured Certificates pursuant to Section 5.01(a)(2) and 5.01(a)(4), if applicable5.01. The Trustee shall receiveinclude on each Distribution Date any Insured Amounts received by it from or on behalf of the Certificate Insurer for such Distribution Date (i) in the amount distributed to the Holders of the Insured Certificates pursuant to Section 5.01 and (ii) in the amount deemed to have been distributed to the Class 2A-1C2 regular interests and deposited for their benefit into the Distribution Account. If on any Distribution Date the Trustee determines that the Certificate Insurer has paid more under the Certificate Insurance Policy than is required by the terms thereof, the Trustee shall promptly return the excess amount to the Certificate Insurer. Funds received by the Trustee as a result of any claim under the Certificate Insurance Policy shall be used solely for payment to the Holders of the Insured Certificates and may not be applied for any other purpose, including, without limitation, satisfaction of any costs, expenses or liabilities of the Trustee or the Trust Fund. Any funds remaining in the Policy Account on the first Business Day after each Distribution Date shall be remitted promptly to the Certificate Insurer. The Trustee shall keep complete and accurate records in respect of (i) all funds remitted to it by the Certificate Insurer and deposited into the Policy Account and (ii) the allocation of such funds to (A) payments of interest on and principal in respect of the Insured Certificates and (B) the amount of funds available to make distributions on the Insured Certificates. The Certificate Insurer shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days’ prior written notice to the Trustee. (d) The Trustee shall (i) receive as attorney-in-fact of each Holder the Holders of a Senior Certificate, the Insured Certificates any Insured Payment from Amount or Preference Claim delivered to it by the Certificate Insurer for payment to such Holders and disburse (ii) distribute any such Insured Amount to such Holder as set forth in Section 5.01. Anything herein to the same contrary notwithstanding, solely for purposes of determining the Certificate Insurer’s rights, as applicable, as subrogee for payments distributable pursuant to each Holder of a Senior the Certificate in accordance with the provisions of Article V. Insurance Policy, Insured Payments Amounts disbursed by the Trustee from proceeds of the Certificate Insurance Policy shall not be considered payment by the Trust Fund with respect to the Insured Certificates, nor shall such payments disbursement of Insured Amounts discharge the obligation obligations of the Trust Fund with respect to such Senior Certificatethe amounts thereof, and the Certificate Insurer shall become the owner of such unpaid amounts due from to the Trust in respect of extent covered by such Insured Payments Amounts as the deemed assignee of such Holder and shall be entitled to receive the Reimbursement Amount pursuant to Section 5.01(a)(5)Holders. The Trustee hereby agrees on behalf of the Holders of the Insured Certificates (and each Holder such Holder, by its acceptance of a Senior Certificate its Insured Certificate, hereby agrees) for the benefit of the Certificate Insurer that it and they recognize that that, to the extent the Certificate Insurer makes pays any Insured PaymentsAmount or Preference Claim, either directly or indirectly (as by paying through the Trustee), to the Senior CertificateholdersHolders of the Insured Certificates, the Certificate Insurer will be entitled to be subrogated to any rights of such Holder to receive the amounts for which such Insured Amount or Preference Claim was paid, to the extent of such payment, and will be entitled to receive the Certificate Insurer Reimbursement Amount pursuant to as set forth in Section 5.01(a)(5)5.01. It is understood and agreed that In the intention event the Trustee receives a certified copy of an order of the parties is appropriate court that any scheduled payment of principal or interest on an Insured Certificate has been voided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall (i) promptly notify the Certificate Insurer and (ii) comply with the provisions of the Certificate Insurance Policy, to obtain payment by the Certificate Insurer of such voided scheduled payment. The Trustee shall furnish to the Certificate Insurer its records listing the payments on the affected Insured Certificates, if any, that have been made by the Trustee and subsequently recovered from the affected Holders, and the dates on which such payments were made by the Trustee. (e) At the end of the Term of the Certificate Insurance Policy (as defined in the Certificate Insurance Policy), the Trustee shall return the Certificate Insurance Policy to the Certificate Insurer for cancellation. (f) The Trustee shall promptly notify the Certificate Insurer of either of the following as to which it has actual knowledge: (A) the commencement of any proceeding by or against the Depositor commenced under the United States bankruptcy code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an “Insolvency Proceeding”) and (B) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a “Preference Claim”) of any distribution made with respect to the Insured Certificates as to which it has actual knowledge. Each Holder of an Insured Certificate, by its purchase of such Insured Certificates, and the Trustee each hereby agree that the Certificate Insurer shall not be entitled (so long as no Certificate Insurer Default exists) may at any time during the continuation of any proceeding relating to reimbursement on a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any Distribution Date for amounts previously paid by it unless on appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedes or performance bond pending any such Distribution Date the Senior Certificateholders shall also have received the full amount appeal. In addition and without limitation of the Guaranteed Distributions for foregoing, the Certificate Insurer shall be subrogated to the rights of the Trustee and each Holder of an Insured Certificate in the conduct of any Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Distribution DatePreference Claim. (g) With respect to this Section 4.05, the terms “receipt” and “received” shall mean actual delivery to the Certificate Insurer, if any, prior to 12:00 p.m., New York time, on a Business Day; delivery either on a day that is not a Business Day or after 12:00 p.m., New York time, shall be deemed to be “received” on the next succeeding Business Day. If any notice or certificate given under the Certificate Insurance Policy by the Trustee is not in proper form or is not properly completed, executed or delivered, it shall be deemed not to have been “received.” The Certificate Insurer shall promptly so advise the Trustee and the Trustee may submit an amended notice. (h) All references herein to the ratings assigned to the Insured Certificates and to the interests of any Certificateholders therein shall be without regard to the Certificate Insurance Policy.

Certificate Insurance Policy. (a) On or prior to the Closing Date, the Trustee shall cause to be established and maintained the Policy Account, into which amounts received by the Trustee pursuant to the Certificate Insurance Policy shall be deposited for the benefit of the Class II-A-2 Certificates. The Policy Account may be a sub-account of the Distribution Account. Amounts on deposit in the Policy Account shall not be invested and shall not be held in an interest-bearing account. (b) As soon as possible, and in no event later than 11:00 a.m., 12:00 noon New York time, time on the second Business Day immediately preceding each any Distribution Date, the Trustee shall determine furnish the amount of Available Funds for such Distribution Date minus Certificate Insurer and the amount of any Premium Amount and any Trustee Fee to be paid on such Distribution Date. If for any Distribution Date Servicer with a Deficiency Amount exists, the Trustee shall complete a notice completed Notice in the form set forth as Exhibit A to the Endorsement to the Certificate Insurance Policy in the event that the related Principal Funds or Interest Funds (other than any amounts in respect of Insured Amounts) are insufficient to pay Current Interest and any Interest Carry Forward Amounts (net of any Prepayment Interest Shortfalls, Basis Risk Shortfalls or any shortfalls resulting from Net Deferred Interest or from the "Notice") and shall submit such Notice application of the Relief Act or similar state laws, allocated to the Fiscal Agent no later than 12:00 noonClass II-A-2 Certificates) with respect to the Class II-A-2 Certificateholders, New York timeas applicable, on the second Business Day preceding such Distribution Date; provided, however, that if such Distribution Date is the Final Distribution Date, the Notice shall also include the outstanding Current Principal Amounts of the Class II-A-2 Certificates, after giving effect to all payments of principal on the Class II-A-2 Certificates on such Final Distribution Date, other than pursuant to the Certificate Insurance Policy. The Notice shall specify the amount of Insured Amounts and shall constitute a claim for an Insured Payment Amount pursuant to the Certificate Insurance Policy. . (c) Upon receipt of an Insured Amount in accordance with the Insured Payment, at or prior to the latest time payments of the Insured Payment are to be made by Certificate Insurance Policy from the Certificate Insurer pursuant to the Certificate Insurance Policy, on behalf of the Senior CertificateholdersHolders of the Insured Certificates, the Trustee shall deposit such Insured Payments Amount into the Policy Account. On or prior to each Distribution Date, the Trustee shall transfer amounts on deposit in the Policy Account to the Distribution Account and shall distribute such Insured Payments only in accordance with Amounts pursuant to Section 5.01(a)(2) and 5.01(a)(4), if applicable6.01. The Trustee shall receiveinclude on each Distribution Date any Insured Amounts received by it from or on behalf of the Certificate Insurer for such Distribution Date (i) in the amount distributed to the Holders of the Insured Certificates pursuant to Section 6.01(a) and (ii) in the amount deemed to have been distributed to the Class II-A-2 regular interests and deposited for their benefit into the Distribution Account. If on any Distribution Date the Trustee determines that the Certificate Insurer has paid more under the Certificate Insurance Policy than is required by the terms thereof, the Trustee shall promptly return any excess to the Certificate Insurer. (i) The Trustee shall receive as attorney-in-fact of each Holder the Holders of a Senior Certificate, the Insured Certificates any Insured Payment from Amount delivered to it by the Certificate Insurer for payment to such Holders and disburse (ii) the same Trustee shall distribute such Insured Amount to each Holder of a Senior Certificate such Holders as set forth in accordance with the provisions of Article V. Section 6.01. Insured Payments Amounts disbursed by the Trustee Paying Agent from proceeds of the Certificate Insurance Policy shall not be considered payment by the Trust Fund with respect to the Insured Certificates, nor shall such payments disbursement of Insured Amounts discharge the obligation obligations of the Trust Fund with respect to such Senior Certificatethe amounts thereof, and the Certificate Insurer shall become the owner of such unpaid amounts due from to the Trust in respect of extent covered by such Insured Payments Amounts as the deemed assignee of such Holder and shall be entitled to receive the Reimbursement Amount pursuant to Section 5.01(a)(5)Holders. The Trustee hereby agrees on behalf of the Holders of the Insured Certificates (and each Holder such Holder, by its acceptance of a Senior Certificate its Insured Certificates, hereby agrees) for the benefit of the Certificate Insurer that it and they recognize that that, to the extent the Certificate Insurer makes pays any Insured PaymentsAmount, either directly or indirectly (as by paying through the Trustee), to the Senior CertificateholdersHolder of a Insured Certificate, the Certificate Insurer will be entitled to be subrogated to any rights of such Holder to receive the amounts for which such Insured Amount was paid, to the extent of such payment, and will be entitled to receive the Reimbursement Amount pursuant to as set forth in Section 5.01(a)(5). It is understood and agreed that 6.01. (e) At the intention end of the parties is Term of the Certificate Insurance Policy (as defined in the Certificate Insurance Policy), the Trustee shall return the Certificate Insurance Policy to the Certificate Insurer for cancellation. (f) Upon its becoming aware of the occurrence of an Event of Default, the Trustee shall promptly notify the Certificate Insurer of such Event of Default. (g) The Trustee shall promptly notify the Certificate Insurer of either of the following as to which it has actual knowledge: (A) the commencement of any proceeding by or against the Depositor commenced under the United States bankruptcy code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an "Insolvency Proceeding") and (B) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a "Preference Claim") of any distribution made with respect to the Class II-A-2 Certificates as to which it has actual knowledge. Each Holder of a Class II-A-2 Certificate, by its purchase of Class II-A-2 Certificates, and the Trustee hereby agrees that the Certificate Insurer shall not be entitled (so long as no Certificate Insurer Default exists) may at any time during the continuation of any proceeding relating to reimbursement on a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any Distribution Date for amounts previously paid by it unless on appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedes or performance bond pending any such Distribution Date the Senior Certificateholders shall also have received the full amount appeal. In addition and without limitation of the Guaranteed Distributions for foregoing, the Certificate Insurer shall be subrogated to the rights of the Trustee and each Holder of a Class II-A-2 Certificate in the conduct of any Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Distribution DatePreference Claim. (h) The Servicer shall designate a "Certificate Insurer Contact Person" who shall be available to the Certificate Insurer to provide reasonable access to information regarding the Mortgage Loans. (i) The Trustee shall send to the Certificate Insurer the reports prepared pursuant to Sections 3.16 and 3.18 and the statements prepared pursuant to Section 4.06, as well as any other statements or communications sent to Holders of the Class II-A-2 Certificates, in each case at the same time such reports, statements and communications are otherwise sent. (j) With respect to this Section 4.07, the terms "Receipt" and "Received" shall mean actual delivery to the Certificate Insurer, if any, prior to 12:00 p.m., New York time, on a Business Day; delivery either on a day that is not a Business Day or after 12:00 p.m., New York time, shall be deemed to be Receipt on the next succeeding Business Day. If any notice or certificate given under the Certificate Insurance Policy by the Trustee is not in proper form or is not properly completed, executed or delivered, it shall be deemed not to have been Received. The Certificate Insurer shall promptly so advise the Trustee and the Trustee may submit an amended notice.

Certificate Insurance Policy. (a) On or prior to the Closing Date, the Securities Administrator, on behalf of the Trustee, shall cause to be established and maintained the Policy Account, into which amounts received by the Securities Administrator pursuant to the Certificate Insurance Policy shall be deposited for the benefit of the Insured Certificates. Amounts on deposit in the Policy Account shall not be invested and shall not be held in an interest-bearing account. (b) As soon as possible, and in no event later than 11:00 a.m., 12:00 noon New York time, time on the second Business Day immediately preceding each any Distribution Date, the Trustee Securities Administrator shall determine furnish the amount of Available Funds for such Distribution Date minus the amount of any Premium Amount Certificate Insurer and any Trustee Fee to be paid on such Distribution Date. If for any Distribution Date a Deficiency Amount exists, the Trustee shall complete with a notice completed Notice in the form set forth as Exhibit A to the Endorsement to the Certificate Insurance Policy in the event that (a) the "Notice"related Available Funds (other than any amounts in respect of Insured Amounts) and shall submit such Notice are insufficient to pay the Monthly Interest Distributable Amount (net of any Net Interest Shortfalls, Basis Risk Shortfalls or Net Deferred Interest) with respect to the Fiscal Agent no later than 12:00 noonHolders of the Insured Certificates on such Distribution Date or (b) a Realized Loss is to be allocated to the Class 1A-1B Certificates or Class 2A-1C Certificates, New York timeas applicable, on the second Business Day preceding such Distribution Date; provided, however, that if such Distribution Date is the Final Distribution Date, the Notice shall also include the aggregate outstanding Class Principal Balances of the Insured Certificates, after giving effect to all payments of principal on each Class of Insured Certificates on such Final Distribution Date, other than pursuant to the Certificate Insurance Policy. The Notice shall specify the amount of Insured Amounts for each Class of Insured Certificate and shall constitute a claim for an Insured Payment Amount pursuant to the Certificate Insurance Policy. . (c) Upon receipt of the an Insured Payment, at or prior to the latest time payments of the Insured Payment are to be made by Amount from the Certificate Insurer pursuant to the Certificate Insurance Policy, on behalf of the Senior CertificateholdersHolder of the Insured Certificates, the Trustee Securities Administrator shall deposit such Insured Payments Amount into the Policy Account. All such amounts on deposit in the Policy Account shall remain uninvested. On or prior to each Distribution Date, the Securities Administrator shall transfer amounts on deposit in the Policy Account to the Distribution Account and shall distribute such Insured Payments only in accordance with Amounts to the Insured Certificates pursuant to Section 5.01(a)(2) and 5.01(a)(4), if applicable5.01. The Trustee Securities Administrator shall receiveinclude on each Distribution Date any Insured Amounts received by it from or on behalf of the Certificate Insurer for such Distribution Date (i) in the amount distributed to the Holders of the Insured Certificates pursuant to Section 5.01 and (ii) in the amount deemed to have been distributed to the Class 1A-1B or Class 2A-1C regular interests, as applicable, and deposited for their benefit into the Distribution Account. If on any Distribution Date the Securities Administrator determines that the Certificate Insurer has paid more under the Certificate Insurance Policy than is required by the terms thereof, the Securities Administrator shall promptly return the excess amount to the Certificate Insurer. (d) The Securities Administrator shall (i) receive as attorney-in-fact of each Holder the Holders of a Senior Certificate, the Insured Certificates any Insured Amount or Avoided Payment from delivered to it by the Certificate Insurer for payment to such Holders and disburse the same (ii) distribute any such Insured Amount to each such Holder of a Senior Certificate as set forth in accordance with the provisions of Article V. Section 5.01. Insured Payments Amounts disbursed by the Trustee Securities Administrator from proceeds of the Certificate Insurance Policy shall not be considered payment by the Trust Fund with respect to the Insured Certificates, nor shall such payments disbursement of Insured Amounts discharge the obligation obligations of the Trust Fund with respect to such Senior Certificatethe amounts thereof, and the Certificate Insurer shall become the owner of such unpaid amounts due from to the Trust in respect of extent covered by such Insured Payments Amounts as the deemed assignee of such Holder and shall be entitled to receive the Reimbursement Amount pursuant to Section 5.01(a)(5)Holders. The Trustee Securities Administrator hereby agrees on behalf of the Holders of the Insured Certificates (and each Holder such Holder, by its acceptance of a Senior Certificate its Insured Certificate, hereby agrees) for the benefit of the Certificate Insurer that it and they recognize that that, to the extent the Certificate Insurer makes pays any Insured PaymentsAmount or Avoided Payment, either directly or indirectly (as by paying through the TrusteeSecurities Administrator), to the Senior CertificateholdersHolders of the Insured Certificates, the Certificate Insurer will be entitled to be subrogated to any rights of such Holder to receive the Reimbursement amounts for which such Insured Amount pursuant or Avoided Payment was paid, to Section 5.01(a)(5). It is understood the extent of such payment, and agreed that the intention of the parties is that will be entitled to receive the Certificate Insurer shall not be entitled to reimbursement on any Distribution Date for amounts previously paid by it unless on such Distribution Date Reimbursement Amount as set forth in Section 5.01. (e) At the Senior Certificateholders shall also have received the full amount end of the Guaranteed Distributions Term of the Certificate Insurance Policy (as defined in the Certificate Insurance Policy), the Trustee shall return the Certificate Insurance Policy to the Certificate Insurer for such Distribution Datecancellation.

Certificate Insurance Policy. (a) On or prior to the Closing Date, the Trustee shall cause to be established and maintained the Policy Account, into which amounts received by the Trustee pursuant to the Certificate Insurance Policy shall be deposited for the benefit of the Insured Certificates. Amounts on deposit in the Policy Account shall not be invested and shall not be held in an interest-bearing account. (b) As soon as possible, and in no event later than 11:00 a.m., 12:00 noon New York time, time on the second Business Day immediately preceding each any Distribution Date, the Trustee shall determine furnish the amount of Available Funds for such Distribution Date minus Certificate Insurer and the amount of any Premium Amount and any Trustee Fee to be paid on such Distribution Date. If for any Distribution Date Servicer with a Deficiency Amount exists, the Trustee shall complete a notice completed Notice in the form set forth as Exhibit A to the Endorsement to the Certificate Insurance Policy (in the "Notice") and shall submit such Notice event that a Deficiency Amount exists with respect to the Fiscal Agent no later than 12:00 noon, New York time, on the second Business Day preceding such Distribution DateClass 1A-1B Certificates. The Notice shall specify the amount of Insured Amounts for each Class of Insured Certificate and shall constitute a claim for an Insured Payment Amount pursuant to the Certificate Insurance Policy. . (c) Upon receipt of the an Insured Payment, at or prior to the latest time payments of the Insured Payment are to be made by Amount from the Certificate Insurer pursuant to the Certificate Insurance Policy, on behalf of the Senior CertificateholdersHolders of the Insured Certificates, the Trustee shall deposit such Insured Payments Amount into the Policy Account. All such amounts on deposit in the Policy Account shall remain uninvested. On or prior to each Distribution Date, the Trustee shall transfer amounts on deposit in the Policy Account to the Distribution Account and shall distribute such Insured Payments only in accordance with Amounts to the Insured Certificates pursuant to Section 5.01(a)(2) and 5.01(a)(4), if applicable5.01. The Trustee shall receiveinclude on each Distribution Date any Insured Amounts received by it from or on behalf of the Certificate Insurer for such Distribution Date (i) in the amount distributed to the Holders of the Insured Certificates pursuant to Section 5.01 and (ii) in the amount deemed to have been distributed to the Class 1-A1B regular interests, as applicable, and deposited for their benefit into the Distribution Account. If on any Distribution Date the Trustee determines that the Certificate Insurer has paid more under the Certificate Insurance Policy than is required by the terms thereof, the Trustee shall promptly return the excess amount to the Certificate Insurer. (d) The Trustee shall (i) receive as attorney-in-fact of each Holder the Holders of a Senior Certificate, the Insured Certificates any Insured Amount or Avoided Payment from delivered to it by the Certificate Insurer for payment to such Holders and disburse the same (ii) distribute such Insured Amount to each Holder of a Senior Certificate such Holders as set forth in accordance with the provisions of Article V. Section 5.01. Insured Payments Amounts disbursed by the Trustee from proceeds of the Certificate Insurance Policy shall not be considered payment by the Trust Fund with respect to the Insured Certificates, nor shall such payments disbursement of Insured Amounts discharge the obligation obligations of the Trust Fund with respect to such Senior Certificatethe amounts thereof, and the Certificate Insurer shall become the owner of such unpaid amounts due from to the Trust in respect of extent covered by such Insured Payments Amounts as the deemed assignee of such Holder and shall be entitled to receive the Reimbursement Amount pursuant to Section 5.01(a)(5)Holders. The Trustee hereby agrees on behalf of the Holders of the Insured Certificates (and each Holder such Holder, by its acceptance of a Senior Certificate its Insured Certificates, hereby agrees) for the benefit of the Certificate Insurer that it and they recognize that that, to the extent the Certificate Insurer makes pays any Insured PaymentsAmount or Avoided Payment, either directly or indirectly (as by paying through the Trustee), to the Senior Certificateholdersany Holder of an Insured Certificates, the Certificate Insurer will be entitled to be subrogated to any rights of such Holder to receive the Reimbursement amounts for which such Insured Amount pursuant or Avoided Payment was paid, to Section 5.01(a)(5). It is understood the extent of such payment, and agreed that the intention of the parties is that will be entitled to receive the Certificate Insurer shall not be entitled to reimbursement on any Distribution Date for amounts previously paid by it unless on such Distribution Date the Senior Certificateholders shall also have received the full amount Reimbursement Amount as set forth in Section 5.01. The Trustee as attorney-in-fact of the Guaranteed Distributions Holders of the Insured Certificates shall assign to the Certificate Insurer the rights of such Holder with respect to the Class 1-A1B Certificates to the extent of such Insured Amount until the Certificate Insurer has been fully reimbursed therefore in accordance with the terms of the Certificate Insurance Policy. To evidence such subrogation, the Trustee shall note the Certificate Insurer’s rights as subrogee upon the register of Certificateholders upon receipt from the Certificate Insurer of proof of payment of any Insured Amount. (e) At the end of the Term of the Certificate Insurance Policy (as defined in the Certificate Insurance Policy), the Trustee shall return the Certificate Insurance Policy to the Certificate Insurer for such Distribution Datecancellation.

Certificate Insurance Policy. (a) As soon as possible, and in no event later than 11:00 a.m., 12:00 noon New York time, time on the second Business Day immediately preceding each the Distribution Date, the Trustee shall determine furnish the amount of Available Funds for such Distribution Date minus Certificate Insurer and the amount of any Premium Amount and any Trustee Fee to be paid on such Distribution Date. If for any Distribution Date Servicer with a Deficiency Amount exists, the Trustee shall complete a completed notice in the form set forth as Exhibit A to the Endorsement to the Certificate Insurance Policy (the "“Notice"”) and shall submit such Notice in the event that the Available Funds (other than any amounts in respect of Insured Amounts) are insufficient to pay the Remittance Amount with respect to the Fiscal Agent no later than 12:00 noonClass A Certificateholders, New York timeas applicable, on the second Business Day preceding such Distribution Date. The Notice shall specify the amount of Insured Amounts and shall constitute a claim for an Insured Payment Amount pursuant to the Certificate Insurance Policy. Upon receipt of the Insured Payment, at or prior to the latest time payments Amounts on behalf of the Insured Payment are to be made by the Certificate Insurer pursuant to Class A Certificateholders under the Certificate Insurance Policy, on behalf of the Senior Certificateholders, the Trustee shall deposit such Insured Payments Amounts in the Distribution Account and shall distribute such Insured Payments only in accordance with Amounts pursuant to Section 5.01(a)(25.01. (b) and 5.01(a)(4), if applicable. The Trustee shall receive, as attorney-in-fact of each Holder of a Senior Class A Certificate, any Insured Payment Amount from the Certificate Insurer and disburse the same to each Holder of a Senior Class A Certificate in accordance with the provisions of Article V. Section 5.01. Insured Payments Amounts disbursed by the Trustee from proceeds of the Certificate Insurance Policy shall not be considered payment by the Trust nor shall such payments discharge the obligation of the Trust with respect to the Class A Certificates, and the Class A Principal Balance shall be deemed not reduced for such Senior Certificate, purposes and the Certificate Insurer shall become the owner of such unpaid amounts due from the Trust in respect of such Insured Payments as the deemed assignee of such Holder and shall be entitled to receive the Reimbursement Amount pursuant to Section 5.01(a)(5)Class A Certificates. The Trustee hereby agrees on behalf of each Holder of a Senior Class A Certificate for the benefit of the Certificate Insurer that it and they recognize recognizes that to the extent the Certificate Insurer makes pays Insured PaymentsAmounts, either directly or indirectly (as by paying through the Trustee), to the Senior Class A Certificateholders, the Certificate Insurer will be entitled subrogated to the rights of such Class A Certificateholders, with respect to such Insured Amounts, shall be deemed to the extent of the payments so made to be a registered Class A Certificateholder for purposes of payment and shall receive all future Remittance Amounts until all such Insured Amounts by the Reimbursement Certificate Insurer have been fully reimbursed, subject to the following paragraph. To evidence such subrogation, the Trustee shall note the Certificate Insurer’s rights as subrogee on the registration books maintained by the Trustee and on any Class A Certificates surrendered for payment upon receipt from the Certificate Insurer of proof of payment of any Insured Amount. Except as otherwise described herein, the Certificate Insurer shall not acquire any voting rights hereunder as a result of such subrogation. The effect of the foregoing provisions is that, to the extent of Insured Amounts paid by it, the Certificate Insurer shall be paid before payment of the balance of the Remittance Amount pursuant is made to Section 5.01(a)(5). the other Holders of the Class A Certificates subject to the following paragraph. (c) It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to reimbursement on any Distribution Date for amounts previously paid by it unless it, unless, on such Distribution Date Date, the Senior Class A Certificateholders shall also have received the full amount of the Guaranteed Distributions Remittance Amount (exclusive of amounts representing amounts previously paid to the Class A Certificateholders as Insured Amounts) for such Distribution Date. (d) The Trustee shall keep complete and accurate records of the amount of Insured Amounts and the Certificate Insurer shall have the right to inspect such records at reasonable times upon one Business Day’s prior notice to the Trustee. (e) The Trustee shall promptly notify the Certificate Insurer of any proceeding or the institution of any action seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership or similar law (a “Preference Claim”) of any distribution made with respect to the Class A Certificates. Each Holder, by its purchase of Class A Certificates, and the Trustee hereby agree that, the Certificate Insurer (so long as no Certificate Insurer Default exists) may, at any time during the continuation of any proceeding relating to a Preference Claim, direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim, and (ii) the posting of any surety, supersedeus or performance bond pending any such appeal. In addition, and without limitation of the foregoing, the Certificate Insurer shall be subrogated to the rights of the Trustee and each such Holder in the conduct of any such Preference Claim, 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 Claim. Insured Amounts paid by the Certificate Insurer to the Trustee shall be received by the Trustee, as agent to the Certificateholders. The Trustee is not permitted to make a claim on the Trust or on any Certificateholder for payments made to Certificateholders under the Certificate Insurance Policy which are characterized as preference payments by any Bankruptcy Court having jurisdiction over any bankrupt Mortgagor unless ordered to do so by such Bankruptcy Court.