Common use of Claims Upon the Policy; Policy Payments Account Clause in Contracts

Claims Upon the Policy; Policy Payments Account. (a) If, by the close of business on the third Business Day prior to a Distribution Date, the Trust Administrator determines that a Deficiency Amount for any Distribution Date is greater than zero, then the Trust Administrator shall give notice to the Certificate Insurer by telephone or telecopy of the amount of such Deficiency Amount. Such notice of such Deficiency Amount shall be confirmed in writing in the form set forth as Exhibit A to the Endorsement of the Policy, to the Certificate Insurer and the Fiscal Agent (as defined in the Policy), if any, at or before 10:00 a.m. New York time on the second Business Day prior to such Distribution Date. Following Receipt (as defined in the Policy) by the Certificate Insurer of such notice in such form, the Certificate Insurer or the Fiscal Agent will pay any amount payable under the Policy on the later to occur of (i) 12:00 noon New York time on the second Business Day following such receipt and (ii) 12:00 noon New York time on the Distribution Date to which such deficiency relates, as provided in the Endorsement to the Policy. (b) The Trust Administrator shall establish a separate special purpose trust account for the benefit of Holders of the Class A Certificates and the Certificate Insurer referred to herein as the "Policy Payments Account" over which the Trust Administrator shall have exclusive control and sole right of withdrawal. The Trust Administrator shall deposit any amount paid under the Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders of Class A Certificates of the Guaranteed Distribution for which a claim was made, and such amount may not be applied to satisfy any costs, expenses or liabilities of either Servicer, the Master Servicer, the Trustee, the Trust Administrator or the Trust Fund. Amounts paid under the Policy shall be transferred to the Distribution Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator to Holders of Class A Certificates in accordance with Section 4.01(c) or Section 10.01, as applicable. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution with other funds available to make such payment. However, the amount of any payment of principal of or interest on the Class A Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Register and in the statement to be furnished to Holders of the Class A Certificates pursuant to Section 4.

Claims Upon the Policy; Policy Payments Account. (a) If, by the close of business at or before 2:00 p.m., New York time, on the third second Business Day prior to a Distribution Date, the Trust Administrator Trustee determines that a Deficiency Amount Guaranteed Distributions Shortfall for any such Distribution Date is greater than zero, then the Trust Administrator Trustee shall give notice to the Certificate Insurer by telephone or telecopy of the amount of such Deficiency AmountGuaranteed Distributions Shortfall. Such notice of such Deficiency Amount Guaranteed Distributions Shortfall shall be confirmed in writing in the form set forth as Exhibit A to the Endorsement of to the Policy, to the Certificate Insurer and the Fiscal Agent (as defined in the Policy), if any, at or before 10:00 a.m. 2:00 p.m. New York time on the second Business Day prior to such Distribution Date. Following Receipt (as defined in the Policy) by the Certificate Insurer of such notice in such form, the Certificate Insurer or the Fiscal Agent will pay any amount payable under the Policy on the later to occur of (i) 12:00 noon New York time on the second Business Day following such receipt and (ii) 12:00 noon New York time on the Distribution Date to which such deficiency Guaranteed Distributions Shortfall relates, as provided in the Endorsement to the Policy. (b) The Trust Administrator Trustee shall establish a separate special purpose segregated non-interest bearing trust account for the benefit of Holders of the Class A Insured Certificates and the Certificate Insurer referred to herein as the "Policy Payments Account" over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Trustee shall deposit any amount paid under the Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders of Class A Insured Certificates of the Guaranteed Distribution Distributions Shortfall or any amount in respect of a Preference Claim (as defined in the Policy) for which a claim under the Policy was made, and such amount may not be applied to satisfy any costs, expenses or liabilities of either Servicer, the Master Servicer, the Trustee, the Trust Administrator Trustee or the Trust Fund. Amounts paid under the Policy shall be transferred to the Distribution Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator Trustee to Holders of Class A Insured Certificates in accordance with Section 4.01(c4.01(h) or (or, in the case of an amount in respect of a Preference Claim, to the related Holders of Insured Certificates as contemplated in Section 10.01, as applicable12.04(d)). It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution with other funds available distributions to make be made to such paymentHolders pursuant to Section 4.01. However, the amount of any payment of principal of or interest on the Class A Insured Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Register and in the statement to be furnished to Holders of the Class A Insured Certificates pursuant to Section 4.

Claims Upon the Policy; Policy Payments Account. (a) If, by the close of business on the third Business Day prior to a Distribution Date, the Trust Administrator Trustee determines that a Deficiency Amount for any Distribution Date is greater than zero, then the Trust Administrator Trustee shall give notice to the Certificate Insurer by telephone or telecopy of the amount of such Deficiency Amount. Such notice of such Deficiency Amount shall be confirmed in writing in the form set forth as Exhibit A to the Endorsement of the Policy, to the Certificate Insurer and the Fiscal Agent (as defined in the Policy), if any, at or before 10:00 a.m. New York time on the second Business Day prior to such Distribution Date. Following Receipt (as defined in the Policy) by the Certificate Insurer of such notice in such form, the Certificate Insurer or the Fiscal Agent will pay any amount payable under the Policy on the later to occur of (i) 12:00 noon New York time on the second Business Day following such receipt and (ii) 12:00 noon New York time on the Distribution Date to which such deficiency relates, as provided in the Endorsement to the Policy. (b) The Trust Administrator Trustee shall establish a separate special purpose trust account for the benefit of Holders of the Class A Certificates and the Residual Certificates and the Certificate Insurer referred to herein as the "Policy Payments Account" over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Trustee shall deposit any amount paid under the Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders of Class A Certificates and the Residual Certificates of the Guaranteed Distribution for which a claim was made, and such amount may not be applied to satisfy any costs, expenses or liabilities of either Servicer, the Master Servicer, the Trustee, the Trust Administrator Trustee or the Trust Fund. Amounts paid under the Policy shall be transferred to the Distribution Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator Trustee to Holders of Class A Certificates and the Residual Certificates in accordance with Section 4.01(c4.01(b) or Section 10.01, as applicable. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution with other funds available to make such payment. However, the amount of any payment of principal of or interest on the Class A Certificates and the Residual Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Register and in the statement to be furnished to Holders of the Class A Certificates and Residual Certificates pursuant to Section 44.02. Funds held in the Policy Payments Account shall not be invested. On any Distribution Date with respect to which a claim has been made under the Policy, the amount of any funds received by the Trustee as a result of any claim under the Policy, to the extent required to make the Guaranteed Distribution on such Distribution Date, shall be withdrawn from the Policy Payments Account and deposited in the Distribution Account and applied by the Trustee, together with the other funds to be withdrawn from the Distribution Account pursuant to Section 4.01(b) or Section 10.01, as applicable, directly to the payment in full of the Guaranteed Distribution due on the Class A Certificates and the Residual Certificates. Funds received by the Trustee as a result of any claim under the Policy shall be deposited by the Trustee in the Policy Payments Account and used solely for payment to the Holders of the Class A Certificates and the Residual Certificates and may not be applied to satisfy any costs, expenses or liabilities of the Master Servicer, the Trustee or the Trust Fund. Any funds remaining in the Policy Payments Account on the first Business Day following a Distribution Date shall be remitted to the Certificate Insurer, pursuant to the instructions of the Certificate Insurer, by the end of such Business Day. (c) The Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Class A Certificate and Residual Certificate from moneys received under the 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. (d) The Trustee shall promptly notify the Certificate Insurer and Fiscal Agent of any proceeding or the institution of any action, of which a Responsible Officer of the Trustee has actual knowledge, seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership or similar law (a "Preference Claim") of any Guaranteed Distribution made with respect to the Class A Certificates and the Residual Certificates. Each Holder of the Class A Certificates or the Residual Certificates, by its purchase of Class A Certificates or the Residual Certificates, the Master Servicer and the Trustee hereby agree that the Certificate Insurer (so long as no Certificate Insurer Default has occurred and is continuing) 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 such Preference Claim and (ii) 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 rights of the Master Servicer, the Trustee and each Holder of the Class A Certificates and the Residual Certificates 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 court order issued in connection with any such Preference Claim.

Claims Upon the Policy; Policy Payments Account. (a) If, by the close of business on the third Business Day prior to a Distribution Payment Date, the Trust Administrator Indenture Trustee determines that a Deficiency Amount for any Distribution Payment Date is greater than zero, then the Trust Administrator Indenture Trustee shall give notice to the Certificate Note Insurer by telephone or telecopy of the amount of such Deficiency Amount. Such notice of such Deficiency Amount shall be confirmed in writing in the form set forth as Exhibit A to the Endorsement of the Policy, to the Certificate Note Insurer and the Fiscal Agent (as defined in the Policy), if any, at or before 10:00 a.m. New York time on the second Business Day prior to such Distribution Payment Date. Following Receipt (as defined in the Policy) by the Certificate Note Insurer of such notice in such form, the Certificate Note Insurer or the Fiscal Agent will pay any amount payable under the Policy on the later to occur of (i) 12:00 noon New York time on the second Business Day following such receipt receipt, and (ii) 12:00 noon New York time on the Distribution Payment Date to which such deficiency relates, as provided in the Endorsement to the Policy. (b) The Trust Administrator Indenture Trustee shall establish a separate special purpose trust account for the benefit of Holders of the Class A Certificates Noteholders and the Certificate Note Insurer referred to herein as the "Policy Payments Account" over which the Trust Administrator Indenture Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Indenture Trustee shall deposit any amount paid under the Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders of Class A Certificates the Noteholders of the Guaranteed Distribution Scheduled Payment for which a claim was made, and such amount may not be applied to satisfy any costs, expenses or liabilities of either Servicer, the Master Servicer, the Trustee, the Trust Administrator Indenture Trustee or the Trust FundEstate. Amounts paid under the Policy shall be transferred to the Distribution Payment Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator Indenture Trustee to Holders of Class A Certificates the Noteholder in accordance with Section 4.01(c) or Section 10.01, as applicable3.05. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution Scheduled Payment with other funds available to make such payment. However, the amount of any payment of principal of or interest on the Class A Certificates Notes to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Note Register and in the statement to be furnished to Holders of the Class A Certificates Noteholder pursuant to Section 47.05. Funds held in the Policy Payments Account shall not be invested. On any Payment Date with respect to which a claim has been made under the Policy, the amount of any funds received by the Indenture Trustee as a result of any claim under the Policy, to the extent required to make Scheduled Payment on such Payment Date, shall be withdrawn from the Policy Payments Account and deposited in the Payment Account and applied by the Indenture Trustee, together with the other funds to be withdrawn from the Payment Account pursuant to Section 3.05 directly to the payment in full of the Scheduled Payment due on the Notes. Funds received by the Indenture Trustee as a result of any claim under the Policy shall be deposited by the Indenture Trustee in the Policy Payments Account and used solely for payment to the Noteholder and may not be applied to satisfy any costs, expenses or liabilities of the Master Servicer, the Indenture Trustee or the Trust Estate. Any funds remaining in the Policy Payments Account on the first Business Day following a Payment Date shall be remitted to the Note Insurer, pursuant to the instructions of the Note Insurer, by the end of such Business Day. (c) The Indenture Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Note from moneys received under the Policy. The Note 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 Indenture Trustee. (d) The Indenture Trustee shall promptly notify the Note Insurer and Fiscal Agent of any proceeding or the institution of any action, of which a Responsible Officer of the Indenture Trustee has actual knowledge, seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership or similar law (a "Preference Claim") of any Scheduled Payment made with respect to the Notes. Each Noteholder, by its purchase of Notes, the Master Servicer and the Indenture Trustee hereby agree that the Note Insurer (so long as no Note Insurer Default under clause (a) of the definition thereof has occurred and is continuing) 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 such Preference Claims and (ii) the posting of any surety, supersedes or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Note Insurer shall be subrogated to the rights of the Master Servicer, the Indenture Trustee and each Noteholder 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 court order issued in connection with any such Preference Claim.

Claims Upon the Policy; Policy Payments Account. (a) If, by the close of business on the third Business Day prior to a Distribution Date, the Trust Administrator determines that a Deficiency Amount for any Distribution Date is greater than zero, then the Trust Administrator shall give notice to the Certificate Insurer by telephone or telecopy of the amount of such Deficiency Amount. Such notice of such Deficiency Amount shall be confirmed in writing in the form set forth as Exhibit A to the Endorsement of the Policy, to the Certificate Insurer and the Fiscal Agent (as defined in the Policy), if any, at or before 10:00 a.m. New York time on the second Business Day prior to such Distribution Date. Following Receipt (as defined in the Policy) by the Certificate Insurer of such notice in such form, the Certificate Insurer or the Fiscal Agent will pay any amount payable under the Policy on the later to occur of (i) 12:00 noon New York time on the second Business Day following such receipt and (ii) 12:00 noon New York time on the Distribution Date to which such deficiency relates, as provided in the Endorsement to the Policy. (b) The Trust Administrator shall establish a separate special purpose trust account for the benefit of Holders of the Class A Certificates and the Certificate Insurer referred to herein as the "Policy Payments Account" over which the Trust Administrator shall have exclusive control and sole right of withdrawal. The Trust Administrator shall deposit any amount paid under the Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders of Class A Certificates of the Guaranteed Distribution for which a claim was made, and such amount may not be applied to satisfy any costs, expenses or liabilities of either Servicer, the Master Servicer, the Trustee, the Trust Administrator or the Trust Fund. Amounts paid under the Policy shall be transferred to the Distribution Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator to Holders of Class A Certificates in accordance with Section 4.01(c) or Section 10.01, as applicable. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution with other funds available to make such payment. However, the amount of any payment of principal of or interest on the Class A Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Register and in the statement to be furnished to Holders of the Class A Certificates pursuant to Section 4.as

Claims Upon the Policy; Policy Payments Account. (a) If, by the close of business at or before 12:00 p.m., New York time, on the third second Business Day prior to a Distribution Date, the Trust Administrator determines that a Deficiency Amount the amounts on deposit in the Certificate Account available to be distributed to the Insured Certificates in accordance with Section 4.01 will be insufficient to pay the Guaranteed Distributions (as defined in the Policy) to the Holders of the Insured Certificates for any such Distribution Date is greater than zeroDate, then the Trust Administrator on behalf of the Trustee shall give notice to the Certificate Insurer by telephone or telecopy of the amount of such Deficiency Amount. Such notice of such Deficiency Amount shall be confirmed in writing in the form set forth as Exhibit A to the Endorsement of the Policy, to the Certificate Insurer and the Fiscal Agent (as defined in the Policy)) by telephone, if anyelectronic mail or telecopy of the amount of such deficiency. Such notice of such deficiency shall be confirmed in writing by a notice executed and delivered by the Trust Administrator on behalf of the Trustee in the form set forth as Exhibit A to the Endorsement to the Policy, to the Certificate Insurer at or before 10:00 a.m. 12:00 p.m. New York time on the second Business Day prior to such Distribution DateDate and will be accompanied by the monthly statement, if available, or such other data as requested, required to be prepared pursuant to the first paragraph of Section 4.04(a) for the Distribution Date for which the claim is made. The Trust Administrator shall forward a copy of each such notice simultaneously to the Certificate Insurer, the Trustee and the Fiscal Agent. Following Receipt (as defined in the Policy) by the Certificate Insurer of such notice in such form, the Certificate Insurer or the Fiscal Agent will pay any amount payable under the Policy on the later to occur of (i) 12:00 noon New York time on the second Business Day following such receipt and (ii) 12:00 noon New York time on the Distribution Date to which such deficiency claims relates, as provided in the Endorsement to the Policy. (b) The Trustee hereby appoints the Trust Administrator as its agent in connection with the receipt and distribution of all amounts required to be paid by the Certificate Insurer under the Policy and the providing of any notices or claim required to be provided thereunder of which a Responsible Officer of the Trust Administrator has actual knowledge. To the extent a Responsible Officer of the Trustee has actual knowledge thereof, the Trustee shall give the Trust Administrator prompt written notice of any Guaranteed Distribution (as defined in the Policy) that has been avoided as a preference payment under applicable bankruptcy, insolvency, receivership or similar law. The Trust Administrator on behalf of the Trustee shall establish a separate special purpose segregated non-interest bearing trust account for the benefit of Holders of the Class A Insured Certificates and the Certificate Insurer referred to herein as the "“Policy Payments Account" ” over which the Trust Administrator shall have exclusive control and sole right of withdrawal. The Trust Administrator shall deposit any amount paid under the Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders of Class A Insured Certificates of the Guaranteed Distribution Insured Amounts or any amount in respect of a Preference Claim (as defined in the Policy) for which a claim under the Policy was made, and such amount may not be applied to satisfy any costs, expenses or liabilities of either Servicer, the Master Servicer, the TrusteeTrust Administrator, the Trust Administrator Trustee or the Trust Fund. Amounts paid under the Policy shall be transferred to the Distribution Certificate Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator to Holders of Class A Insured Certificates entitled to such amounts in accordance with Section 4.01(c) or 4.01 (or, in the case of an amount in respect of a Preference Claim, to the related Holders of Insured Certificates as contemplated in Section 10.01, as applicable14.04(d)). It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution with other funds available distributions to make be made to such paymentHolders pursuant to Section 4.01. However, the amount of any payment of principal of or interest on the Class A Insured Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Register and in the statement to be furnished to Holders of the Class A Insured Certificates pursuant to Section 44.04. Funds held in the Policy Payments Account shall not be invested. (c) On any Distribution Date with respect to which a claim has been made under the Policy, the amount of any funds received by the Trust Administrator on behalf of the Trustee as a result of any claim under the Policy, to the extent required to pay the Insured Amount on such Distribution Date, shall be withdrawn from the Policy Payments Account and deposited in the Certificate Account and applied by the Trust Administrator, directly to the payment in full of the Insured Amount due on the Insured Certificates. Funds received by the Trust Administrator on behalf of the Trustee as a result of any claim under the Policy shall be deposited by the Trust Administrator in the Policy Payments Account and used solely for payment to the Holders of the Insured Certificates and may not be applied to satisfy any costs, expenses or liabilities of the Master Servicer, the Trust Administrator, the Trustee or the Trust Fund. Any funds remaining in the Policy Payments Account on the first Business Day following a Distribution Date shall be remitted to the Certificate Insurer, pursuant (and subject to receipt of) to the instructions of the Certificate Insurer, by the end of such Business Day. (d) The Trust Administrator shall keep complete and accurate records in respect of (i) all funds remitted to it by the Certificate Insurer and (ii) the allocation of such funds to (A) payments of interest on and principal in respect of any Insured Certificates and (B) the amount of funds available to make distributions on the Insured Certificates pursuant to Section 4.01. The Certificate Insurer shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days’ prior notice to the Trust Administrator. (e) The Trust Administrator shall promptly notify the Certificate Insurer of: (A) the commencement of any proceeding of which a Responsible Officer of the Trust Administrator has actual knowledge 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 of which a Responsible Officer of the Trust Administrator has actual knowledge 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. Each Holder of an Insured Certificate, by its purchase of such Certificate, the Master Servicer, the Trust Administrator and the Trustee hereby agree that the Certificate Insurer (so long as no Certificate Insurer Default has occurred and is continuing) 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 such Preference Claim and (ii) 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 rights, if any, of the Master Servicer, Trust Administrator, the Trustee and each Holder of an Insured Certificate 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 court order issued in connection with any such Preference Claim. (f) The Trustee and the Trust Administrator each acknowledge, and each Holder of an Insured Certificate by its acceptance of the Insured Certificate agrees, that, without the need for any further action on the part of the Certificate Insurer or the Trustee, to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on any Insured Certificates, the Certificate Insurer will be fully subrogated to the rights of the Holders of such Insured Certificates to receive such principal and interest from the Trust Fund. The Holders of the Insured Certificates, by acceptance of the Insured Certificates, assign their rights as Holders of the Insured Certificates to the extent of the Certificate Insurer’s interest with respect to amounts paid under the Policy. Anything herein to the contrary notwithstanding, solely for purposes of determining the Certificate Insurer Premium payable to the Certificate Insurer and the Certificate Insurer’s rights, as applicable, as subrogee for payments distributable pursuant to Section 4.01, any payment with respect to distributions to the Insured Certificates which is made with funds received pursuant to the terms of the Policy shall not be considered payment of the Insured Certificates from the Trust Fund and shall not result in the distribution or the provision for the distribution in reduction of the Class Certificate Balance of the Insured Certificates within the meaning of Article IV. (g) Upon its becoming aware of the occurrence of an Event of Default, the Trust Administrator shall promptly notify the Certificate Insurer of such Event of Default. The Trustee, the Depositor, the Master Servicer and the Trust Administrator shall cooperate in all respects with any reasonable request by the Certificate Insurer for action to preserve or enforce the Certificate Insurer’s rights or interests under this Agreement without limiting the rights or affecting the interests of the Holders as otherwise set forth herein. (h) The Master Servicer shall designate a contact person who shall be available within a reasonable period of time to the Certificate Insurer to provide reasonable access to information regarding the Mortgage Loans. (i) [Reserved]. (j) For so long as there is no continuing default by the Certificate Insurer under its obligations under the Policy (a “Certificate Insurer Default”), each Holder of an Insured Certificate agrees that the Certificate Insurer shall be treated by the Depositor, the Servicers, the Master Servicer, the Trust Administrator and the Trustee as if the Certificate Insurer were the Holder of all of the Insured Certificates for the purpose (and solely for the purpose) of the giving of any consent, the making of any direction or the exercise of any voting or other control rights otherwise given to the Holders of the Insured Certificates hereunder. (k) With respect to this Article XIII, (i) the term “Receipt” and “

Claims Upon the Policy; Policy Payments Account. (a) If, by the close of business on the third Business Day prior to a Distribution Payment Date, the Trust Administrator determines Indenture Trustee determines, based on the Remittance Report, that a Deficiency Amount for any Distribution Payment Date is greater than zero, then the Trust Administrator Indenture Trustee shall give notice to the Certificate Insurer by telephone or telecopy of the amount of such Deficiency Amount. Such notice of such Deficiency Amount shall be confirmed in writing in the form set forth as Exhibit A to the Endorsement of the Policy, Policy to the Certificate Insurer and the Fiscal Agent (as defined in the Policy), if any, at or before 10:00 a.m. a.m., New York time time, on the second Business Day prior to such Distribution Payment Date. Following Receipt (as defined in the Policy) receipt by the Certificate Insurer of such notice in such form, the Certificate Insurer or the Fiscal Agent will pay any amount payable under the Policy on the later to occur of (i) 12:00 noon noon, New York time time, on the second Business Day following such receipt and (ii) 12:00 noon noon, New York time time, on the Distribution Payment Date to which such deficiency relates, as provided in the Endorsement Exhibit A to the Policy. (b) The Trust Administrator Indenture Trustee shall establish a separate special purpose trust account accounts for the benefit of Holders of the each Class A Certificates of Notes and the Certificate Insurer referred to herein as the "Policy Payments AccountAccounts" over which the Trust Administrator Indenture Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Indenture Trustee shall deposit any amount paid under the Policy in the Policy Payments Account Accounts and distribute such amount only for purposes of payment to Holders of Class A Certificates Notes of the Guaranteed Distribution Scheduled Payment for which a claim was made, made and such amount may not be applied to satisfy any costs, expenses or liabilities of either the Servicer, the Master Servicer, the Trustee, the Trust Administrator Indenture Trustee or the Trust FundIssuer. Amounts paid under the Policy shall be transferred to the Distribution Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator Indenture Trustee to Holders of the applicable Class of Class A Certificates Notes in accordance with Section 4.01(c8.3(b) or Section 10.01Article X, as applicable. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution Scheduled Payment with other funds available to make such payment. However, the amount of any payment of principal of or interest on the applicable Class of Class A Certificates Notes to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Note Register and in the statement to be furnished to Holders of the applicable Class of Class A Certificates Notes pursuant to Section 48.5. Funds held in the Policy Payments Account shall not be invested. On any Payment Date with respect to which a claim has been made under the Policy, the amount of any funds received by the Indenture Trustee as a result of any claim under the Policy, to the extent required to make the Scheduled Payment on such Payment Date, shall be withdrawn from the Policy Payments Account and deposited in the Distribution Account and applied by the Indenture Trustee, together with the other funds to be withdrawn from the Distribution Account pursuant to Section 8.3(b) or Article X, as applicable, directly to the payment in full of the Scheduled Payment due on the applicable Class of Class A Notes. Funds received by the Indenture Trustee as a result of any claim under the Policy shall be deposited by the Indenture Trustee in the Policy Payments Account and used solely for payment to the Holders of the applicable Class of Class A Notes and may not be applied to satisfy any costs, expenses or liabilities of the Servicer, the Indenture Trustee or the Issuer. Any funds remaining in the Policy Payments Account on the first Business Day following a Payment Date shall be remitted to the Insurer, pursuant to the instructions of the Insurer, by the end of such Business Day. (c) The Indenture Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Class A Note from moneys received under the Policy. The 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 Indenture Trustee.

Claims Upon the Policy; Policy Payments Account. (a) If, by the close of business on the third Business Day prior to a Distribution Date, the Trust Administrator determines that a Deficiency Amount sum of the funds then on deposit in the Collection Account for any the related Collection Period which are payable to the Investor Certificateholders pursuant to Sections 5.01(a), (b) and (g) (after giving effect to the distribution of the Trustee Fee and the Premium), the amounts on deposit in the Spread Account and the amount, if any, deposited into the Collection Account pursuant to Section 4.05 are insufficient to pay the Guaranteed Distribution Date is greater than zeroon such Distribution Date, then the Trust Administrator Trustee shall give notice to the Certificate Insurer Credit Enhancer by telephone or telecopy of the amount of such Deficiency equal to the Credit Enhancement Draw Amount. Such notice of such Deficiency Amount sum shall be confirmed in writing in the form set forth as Exhibit A to the Endorsement of the Policy, to the Certificate Insurer Credit Enhancer and the Fiscal Agent (as defined in the Policy)Agent, if any, at or before 10:00 a.m. a.m., New York time City time, on the second Business Day prior to such Distribution Date. Following Receipt (as defined in the Policy) receipt by the Certificate Insurer Credit Enhancer of such notice in such form, the Certificate Insurer Credit Enhancer or the Fiscal Agent will pay any amount payable under the Policy on the later to occur of (i) 12:00 noon noon, New York time City time, on the second Business Day following such receipt and (ii) 12:00 noon noon, New York time City time, on the Distribution Date to which such deficiency relates, as provided in the Endorsement to the Policy. (b) The Trust Administrator Trustee shall establish a separate special purpose trust account, which account shall be an Eligible Account, for the benefit of Holders of the Class A Investor Certificates and the Certificate Insurer Credit Enhancer referred to herein as the "Policy Payments Account" over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Trustee shall deposit any amount paid under the Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders of Class A the Investor Certificates of the Guaranteed Distribution for which a claim was made, made and such amount may not be applied to satisfy any costs, expenses or liabilities of either Servicer, the Master Servicer, the Trustee, the Trust Administrator Trustee or the Trust Fund. Amounts paid under the Policy shall be transferred to the Distribution Collection Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator Trustee to Holders of Class A Investor Certificates in accordance with Section 4.01(c) or Section 10.01, as applicable5.01. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution with other funds available to make such payment. However, the amount of any payment of principal of or interest on the Class A Investor Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Register and in the statement to be furnished to Holders of the Class A Investor Certificates pursuant to Section 45.03. Funds held in the Policy Payments Account shall not be invested. On any Distribution Date with respect to which a claim has been made under the Policy, the amount of any funds received by the Trustee as a result of any claim under the Policy, to the extent required to make the Guaranteed Distribution on such Distribution Date, shall be withdrawn from the Policy Payments Account and deposited in the Collection Account and applied by the Trustee, together with the other funds to be withdrawn from the Collection Account pursuant to Section 5.01 directly to the payment in full of the Guaranteed Distribution due on the Investor Certificates. Any funds received by the Trustee shall be used solely for payment to the Holders of Investor Certificates and may not be applied to satisfy any costs, expenses or liabilities of the Master Servicer, the Trustee or the Trust. Any funds remaining in the Policy Payments Account on the first Business Day following a Distribution Date shall be remitted to the Credit Enhancer, pursuant to the instructions of the Credit Enhancer, by the end of such Business Day. (c) The Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Investor Certificate from moneys received under the Policy. The Credit Enhancer 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. (d) The Trustee shall promptly notify the Credit Enhancer and Fiscal Agent of any proceeding or the institution of any action, of which a Responsible Officer of the Trustee has actual knowledge, 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 Investor Certificates. Each Investor Certificateholder, by its purchase of Investor Certificates, the Master Servicer and the Trustee hereby agree that, the Credit Enhancer (so long as no Credit Enhancer 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 such Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Credit Enhancer shall be subrogated to the rights of the Master Servicer, the Trustee and each Investor Certificateholder 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 court order issued in connection with any such Preference Claim.

Claims Upon the Policy; Policy Payments Account. (a) If, by the close of business on the third Business Day prior to a Distribution Date, the Trust Administrator Trustee determines that a Deficiency Amount for any Distribution Date is greater than zero, then the Trust Administrator Trustee shall give notice to the Certificate Insurer by telephone or telecopy of the amount of such Deficiency Amount. Such notice of such Deficiency Amount shall be confirmed in writing in the form set forth as Exhibit A to the Endorsement of the Policy, to the Certificate Insurer and the Fiscal Agent (as defined in the Policy), if any, at or before 10:00 a.m. New York time on the second Business Day prior to such Distribution Date. Following Receipt (as defined in the Policy) by the Certificate Insurer of such notice in such form, the Certificate Insurer or the Fiscal Agent will pay any amount payable under the Policy on the later to occur of (i) 12:00 noon New York time on the second Business Day following such receipt and (ii) 12:00 noon New York time on the Distribution Date to which such deficiency relates, as provided in the Endorsement to the Policy. (b) The Trust Administrator Trustee shall establish a separate special purpose trust account for the benefit of Holders of the Class A and Residual Certificates and the Certificate Insurer referred to herein as the "Policy Payments Account" over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Trustee shall deposit any amount paid under the Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders of Class A and Residual Certificates of the Guaranteed Distribution for which a claim was made, and such amount may not be applied to satisfy any costs, expenses or liabilities of either Servicer, the Master Servicer, the Trustee, the Trust Administrator Trustee or the Trust Fund. Amounts paid under the Policy shall be transferred to the Distribution Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator Trustee to Holders of Class A and Residual Certificates in accordance with Section 4.01(c4.01(b) or Section 10.01, as applicable. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution with other funds available to make such payment. However, the amount of any payment of principal of or interest on the Class A and Residual Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Register and in the statement to be furnished to Holders of the Class A Certificates and Residual Certificates pursuant to Section 44.02. Funds held in the Policy Payments Account shall not be invested. On any Distribution Date with respect to which a claim has been made under the Policy, the amount of any funds received by the Trustee as a result of any claim under the Policy, to the extent required to make the Guaranteed Distribution on such Distribution Date, shall be withdrawn from the Policy Payments Account and deposited in the Distribution Account and applied by the Trustee, together with the other funds to be withdrawn from the Distribution Account pursuant to Section 4.01(b) or Section 10.01, as applicable, directly to the payment in full of the Guaranteed Distribution due on the Class A and Residual Certificates. Funds received by the Trustee as a result of any claim under the Policy shall be deposited by the Trustee in the Policy Payments Account and used solely for payment to the Holders of the Class A and Residual Certificates and may not be applied to satisfy any costs, expenses or liabilities of the Master Servicer, the Trustee or the Trust Fund. Any funds remaining in the Policy Payments Account on the first Business Day following a Distribution Date shall be remitted to the Certificate Insurer, pursuant to the instructions of the Certificate Insurer, by the end of such Business Day. (c) The Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Class A and Residual Certificate from moneys received under the 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. (d) The Trustee shall promptly notify the Certificate Insurer and Fiscal Agent of any proceeding or the institution of any action, of which a Responsible Officer of the Trustee has actual knowledge, seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership or similar law (a "Preference Claim") of any Guaranteed Distribution made with respect to the Class A and Residual Certificates. Each Class A and Residual Certificateholder, by its purchase of Class A and Residual Certificates, the Master Servicer and the Trustee hereby agree that the Certificate Insurer (so long as no Certificate Insurer Default has occurred and is continuing) 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 such Preference Claim and (ii) 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 rights of the Master Servicer, the Trustee and each Class A and Residual Certificateholder 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 court order issued in connection with any such Preference Claim.

Claims Upon the Policy; Policy Payments Account. (a) If, by In the close event that an Insured Payment becomes due pursuant to the terms of business on the third Business Day prior to a Distribution DateCertificate Insurance Policy, the Trust Administrator determines that Trustee shall submit a Deficiency Amount for any Distribution Date is greater than zero, then the Trust Administrator shall give notice to the Certificate Insurer by telephone or telecopy of the amount of such Deficiency Amount. Such notice of such Deficiency Amount shall be confirmed in writing Notice (in the form set forth as Exhibit A to the Endorsement of the Policy, to the Certificate Insurer and the Fiscal Agent (as defined in the Policy), if any, at or before 10:00 a.m. New York time on the second Business Day prior attached to such Distribution Date. Following Receipt (as defined in the Certificate Insurance Policy) by in accordance with the Certificate Insurer terms of such notice in such form, the Certificate Insurer or the Fiscal Agent will pay any amount payable under the Policy on the later to occur of (i) 12:00 noon New York time on the second Business Day following such receipt and (ii) 12:00 noon New York time on the Distribution Date to which such deficiency relates, as provided in the Endorsement to the Insurance Policy. (b) The Trust Administrator Trustee shall establish and maintain a separate special purpose trust account for the benefit of Holders the Owners of the Class A Certificates and the Certificate Insurer referred to herein as the "Policy Payments Account" over which the Trust Administrator shall have exclusive control and sole right of withdrawal. The Trust Administrator Policy Payments Account shall be an Eligible Account. The Trustee shall deposit any amount paid under the Policy Certificate Insurance Policies in the Policy Payments Account and distribute such amount only for purposes of payment to Holders the Owners of the related Class A Certificates of the Guaranteed Distribution Insured Payments for which a claim was made, made and such amount may not be applied to satisfy any costs, expenses or liabilities of either the Servicer, the Master ServicerSeller, the TrusteeDepositor, the Trust Administrator Custodian, the Trustee or the Trust FundTrust. Amounts paid under the related Certificate Insurance Policy shall be transferred to the Distribution Certificate Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator Trustee to Holders Owners of the related Class A Certificates in accordance with Section 4.01(c) or Section 10.01, as applicable7.03. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution Insured Payments with other funds available to make such payment. However, the amount of any payment of principal of or interest on the related Class A Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Register and in the statement to be furnished to Holders Owners of the Class A Certificates pursuant to Section 47.08. Funds held in the Policy Payments Account shall not be invested by the Trustee. 146 On any Payment Date with respect to which a claim has been made under the related Certificate Insurance Policy, the amount of funds received by the Trustee as a result of any claim under the related Certificate Insurance Policy, to the extent required to make the Insured Payment on such Payment Date shall be withdrawn from the Policy Payments Account and deposited in the Certificate Account and applied by the Trustee, together with the other funds to be withdrawn from the Certificate Account, directly to the payment in full of the Insured Payment due on the related Class of Class A Certificates. Funds received by the Trustee as a result of any claim under either Certificate Insurance Policy shall be deposited by the Trustee in the Policy Payments Account and used solely for payment to the Owners of the Class A Certificates and may not be applied to satisfy any costs, expenses or liabilities of the Servicer, the Seller, the Depositor, the Custodian, the Trustee or the Trust. Any funds remaining in the Policy Payments Account on the first Business Day following a Payment Date shall be remitted to the Certificate Insurer, pursuant to the instructions of the Certificate Insurer, by the end of such Business Day. (c) The Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Class A Certificate from moneys received under the Certificate Insurance Policies. 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. (d) The Trustee shall promptly notify the Certificate Insurer and Fiscal Agent (as defined in the Certificate Insurance Policies) of any proceeding or the institution of any action, of which an Authorized Officer of the Trustee has actual knowledge, 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 Owner of a Class A Certificate by its purchase of such Certificate, the Servicer 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 such Preference Claim and (ii) 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 rights of the Servicer, the Trustee and Owner of Class A Certificate 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 court order issued in connection with any such Preference Claim.

Claims Upon the Policy; Policy Payments Account. (a) If, by the close of business at or before 12:00 noon, New York time, on the third second Business Day prior to a Distribution Date, the Trust Administrator Trustee determines that a Deficiency Amount the funds that will be available for any such Distribution Date distributable to the Holders of the Insured Certificates pursuant to Section 4.01 will be insufficient to pay the related Guaranteed Distributions for such Distribution Date (a “Guaranteed Distributions Shortfall”) is greater than zero, then the Trust Administrator Trustee shall determine the amount of such Guaranteed Distributions Shortfall and give notice to the Certificate Insurer by telephone or telecopy of the amount of such Deficiency AmountGuaranteed Distributions Shortfall. Such notice of such Deficiency Amount Guaranteed Distributions Shortfall shall be confirmed in writing in the form set forth as Exhibit A to the Endorsement of to the Policy, to the Certificate Insurer and the Fiscal Agent (as defined in the Policy), if any, at or before 10:00 a.m. 12:00 noon, New York time on the second Business Day prior to such Distribution Date. Following Receipt (as defined in the Policy) by the Certificate Insurer of such notice in such form, the Certificate Insurer or the Fiscal Agent will pay any amount payable under the Policy on the later to occur of (i) 12:00 noon New York time on the second Business Day following such receipt and (ii) 12:00 noon New York time on the Distribution Date to which such deficiency Guaranteed Distributions Shortfall relates, as provided in the Endorsement to the Policy. (b) The Trust Administrator At the time of the execution hereof, and for the purposes hereof, the Trustee shall establish a separate special purpose non-interest bearing trust account in the name of the Trustee for the benefit of Holders of the Class A Insured Certificates and (the Certificate Insurer referred to herein as the "“Policy Payments Account" ”) over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Policy Payments Account shall be an Eligible Account. The Trustee shall deposit any amount paid under the Policy into the Policy Payments Account and distribute such amount only for the purposes of making the payments to Holders of the Insured Certificates in respect of the Guaranteed Distributions for which the related claim was made under the Policy. Such amounts shall be allocated by the Trustee to Holders of Insured Certificates affected by such shortfalls in the same manner as principal and interest payments are to be allocated with respect to such Insured Certificates pursuant to Section 4.01. The Trustee shall deposit any amount paid under the Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders of Class A Insured Certificates of the Guaranteed Distribution Distributions Shortfall or any amount in respect of a Preference Claim (as defined in the Policy) for which a claim under the Policy was made, and such amount may not be applied to satisfy any costs, expenses or liabilities of either the Servicer, the Master Servicer, the Trustee, the Trust Administrator Trustee or the Trust Fund. Amounts paid under the Policy shall be transferred to the Distribution Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator Trustee to Holders of Class A Insured Certificates in accordance with Section 4.01(c4.01(h) or (or, in the case of an amount in respect of a Preference Claim, to the related Holders of Insured Certificates as contemplated in Section 10.01, as applicable12.02(d)). It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution with other funds available distributions to make be made to such paymentHolders pursuant to Section 4.01. However, the amount of any payment of principal of or interest on the Class A Insured Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (cd) below in the Certificate Register and in the statement to be furnished to Holders of the Class A Insured Certificates pursuant to Section 44.02(xxiii). Funds held in the Policy Payments Account shall not be invested. (c) On any Distribution Date with respect to which a claim has been made under the Policy, the amount of any funds received by the Trustee as a result of any claim under the Policy, to the extent required to pay the Guaranteed Distributions Shortfall on such Distribution Date, shall be withdrawn from the Policy Payments Account and deposited in the Distribution Account and applied by the Trustee, directly to the payment in full of the Guaranteed Distributions Shortfall due on the Insured Certificates. Funds received by the Trustee as a result of any claim under the Policy shall be deposited by the Trustee in the Policy Payments Account and used solely for payment to the Holders of the Insured Certificates and may not be applied to satisfy any costs, expenses or liabilities of the Servicer, the Trustee or the Trust Fund. Any funds remaining in the Policy Payments Account on the first Business Day following a Distribution Date shall be remitted to the Certificate Insurer, pursuant to the instructions of the Certificate Insurer, by the end of such Business Day. (d) The Trustee shall keep complete and accurate records in respect of (i) all funds remitted to it by the Certificate Insurer for deposit into the Policy Payments Account and (ii) amounts of such funds allocated to payments of interest and principal paid in respect of any Insured Certificate. The Certificate Insurer shall have the right to inspect such records at reasonable times during normal business hours upon two Business Days’ prior notice to the Trustee. (e) The Trustee shall promptly notify the Certificate Insurer and Fiscal Agent of 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 any proceeding or the institution of any action, of which a Responsible Officer of the Trustee has actual knowledge, seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership or similar law (a “Preference Claim”) of any Guaranteed Distribution (as defined in the Policy) made with respect to the Insured Certificates. Each Holder of the Insured Certificates, by its purchase of such Certificates, the Servicer and the Trustee hereby agree that the Certificate Insurer (so long as no Certificate Insurer Default has occurred and is continuing) 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 such Preference Claim and (ii) 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 rights of the Servicer, the Trustee and each Holder of the Insured Certificates 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 court order issued in connection with any such Preference Claim. Upon a Responsible Officer of the Trustee becoming aware of the occurrence of any Servicer Event of Default, the Trustee shall promptly notify the Certificate Insurer of such Servicer Event of Default.

Claims Upon the Policy; Policy Payments Account. (a) If, by the close of business on the third Business Day prior to a Distribution Date, the Trust Administrator determines that a Deficiency Amount sum of the funds then on deposit in the Collection Account for any the related Collection Period which are payable to the Investor Certificateholders pursuant to Sections 5.01(a) (excluding the amount, if any, payable pursuant to clause (vii) thereof), (b) and (f) (after giving effect to the distribution of the Trustee Fee and the Premium), the amounts on deposit in the Spread Account and the amount, if any, deposited into the Collection Account pursuant to Section 4.05 are insufficient to pay the Guaranteed Distribution Date is greater than zeroon such Distribution Date, then the Trust Administrator Trustee shall give notice to the Certificate Insurer Credit Enhancer by telephone or telecopy of the amount of such Deficiency equal to the Credit Enhancement Draw Amount. Such notice of such Deficiency Amount sum shall be confirmed in writing in the form set forth as Exhibit A to the Endorsement of the Policy, to the Certificate Insurer Credit Enhancer and the Fiscal Agent (as defined in the Policy)Agent, if any, at or before 10:00 a.m. a.m., New York time City time, on the second Business Day prior to such Distribution Date. Following Receipt (as defined in the Policy) receipt by the Certificate Insurer Credit Enhancer of such notice in such form, the Certificate Insurer Credit Enhancer or the Fiscal Agent will pay any amount payable under the Policy on the later to occur of (i) 12:00 noon noon, New York time City time, on the second Business Day following such receipt and (ii) 12:00 noon noon, New York time City time, on the Distribution Date to which such deficiency relates, as provided in the Endorsement to the Policy. (b) The Trust Administrator Trustee shall establish a separate special purpose trust account, which account shall be an Eligible Account, for the benefit of Holders of the Class A Investor Certificates and the Certificate Insurer Credit Enhancer referred to herein as the "Policy Payments Account" over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Trustee shall deposit any amount paid under the Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders of Class A the Investor Certificates of the Guaranteed Distribution for which a claim was made, made and such amount may not be applied to satisfy any costs, expenses or liabilities of either Servicer, the Master Servicer, the Trustee, the Trust Administrator Trustee or the Trust FundTrust. Amounts paid under the Policy shall be transferred to the Distribution Collection Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator Trustee to Holders of Class A Investor Certificates in accordance with Section 4.01(c) or Section 10.01, as applicable5.01. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution with other funds available to make such payment. However, the amount of any payment of principal of or interest on the Class A Investor Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Register and in the statement to be furnished to Holders of the Class A Investor Certificates pursuant to Section 45.03. Funds held in the Policy Payments Account shall not be invested. On any Distribution Date with respect to which a claim has been made under the Policy, the amount of any funds received by the Trustee as a result of any claim under the Policy, to the extent required to make the Guaranteed Distribution on such Distribution Date, shall be withdrawn from the Policy Payments Account and deposited in the Collection Account and applied by the Trustee, together with the other funds to be withdrawn from the Collection Account pursuant to Section 5.01 directly to the payment in full of the Guaranteed Distribution due on the Investor Certificates. Any funds received by the Trustee shall be used solely for payment to the Holders of Investor Certificates and may not be applied to satisfy any costs, expenses or liabilities of the Master Servicer, the Trustee or the Trust. Any funds remaining in the Policy Payments Account on the first Business Day following a Distribution Date shall be remitted to the Credit Enhancer, pursuant to the instructions of the Credit Enhancer, by the end of such Business Day. (c) The Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Investor Certificate from moneys received under the Policy. The Credit Enhancer 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. (d) The Trustee shall promptly notify the Credit Enhancer and Fiscal Agent of any proceeding or the institution of any action, of which a Responsible Officer of the Trustee has actual knowledge, 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 Investor Certificates. Each Investor Certificateholder, by its purchase of Investor Certificates, the Master Servicer and the Trustee hereby agree that, the Credit Enhancer (so long as no Credit Enhancer 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 such Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Credit Enhancer shall be subrogated to the rights of the Master Servicer, the Trustee and each Investor Certificateholder 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 court order issued in connection with any such Preference Claim.

Claims Upon the Policy; Policy Payments Account. (a) If, by the close of business at or before 12:00 p.m., New York time, on the third second Business Day prior to a Distribution Date, the Trust Securities Administrator determines that a Deficiency the Available Distribution Amount for any such Distribution Date is greater than zerodistributable to the Holders of the Insured Certificates pursuant to Section 4.01 will be insufficient to pay the Guaranteed Distributions (as defined in the Policy) for each class of Insured Certificates on such Distribution Date, then the Trust Securities Administrator shall determine the amount of any such deficiency and shall give notice to the Certificate Insurer by telephone or telecopy of the amount of such Deficiency Amount. Such notice of such Deficiency Amount shall be confirmed in writing in the form set forth as Exhibit A to the Endorsement of the Policy, to the Certificate Insurer and the Fiscal Agent (as defined in the Policy), if any, by telephone, electronic mail or telecopy of the amount of such deficiency. Such notice of such deficiency shall be confirmed in writing in the form set forth as Exhibit A to the Endorsement to the Policy, to the Certificate Insurer at or before 10:00 a.m. 12:00 p.m. New York time on the second Business Day prior to such Distribution Date. Following Receipt (as defined in the Policy) by the Certificate Insurer of such notice in such form, the Certificate Insurer or the Fiscal Agent will pay any amount payable under the Policy on the later to occur of (i) 12:00 noon New York time on the second Business Day following such receipt and (ii) 12:00 noon New York time on the Distribution Date to which such deficiency claims relates, as provided in the Endorsement to the Policy. (b) The Trust Trustee hereby appoints the Securities Administrator as its agent in connection with the receipt and distribution of all amounts required to be paid by the Certificate Insurer under the Policy and the providing of any notices required to be provided thereunder. The Securities Administrator on behalf of the Trustee shall establish a separate special purpose segregated non-interest bearing trust account for the benefit of Holders of the Class A Insured Certificates and the Certificate Insurer referred to herein as the "“Policy Payments Account" ” over which the Trust Securities Administrator shall have exclusive control and sole right of withdrawal. The Trust Securities Administrator shall deposit any amount paid under the Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders of Class A Insured Certificates of the Guaranteed Distribution Distributions or any amount in respect of a Preference Claim (as defined in the Policy) for which a claim under the Policy was made, and such amount may not be applied to satisfy any costs, expenses or liabilities of either Servicer, the Master Servicer, the TrusteeSecurities Administrator, the Trust Administrator Trustee or the Trust Fund. Amounts paid under the Policy shall be transferred to the Distribution Account in accordance with the next succeeding paragraph and disbursed by the Trust Securities Administrator to Holders of Class A the Insured Certificates entitled to such amounts in accordance with Section 4.01(c) or 4.01 (or, in the case of an amount in respect of a Preference Claim, to the related Holders of Insured Certificates as contemplated in Section 10.01, as applicable12.04(d)). It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution with other funds available distributions to make be made to such paymentHolders pursuant to Section 4.01. However, the amount of any payment of principal of or interest on the Class A Insured Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Register and in the statement to be furnished to Holders of the Class A Insured Certificates pursuant to Section 44.03. Funds held in the Policy Payments Account shall not be invested. (c) On any Distribution Date with respect to which a claim has been made under the Policy, the amount of any funds received by the Securities Administrator on behalf of the Trustee as a result of any claim under the Policy, to the extent required to pay the Insured Amount on such Distribution Date, shall be withdrawn from the Policy Payments Account and deposited in the Distribution Account and applied by the Securities Administrator, directly to the payment in full of the Insured Amount due on the Insured Certificates. Funds received by the Securities Administrator on behalf of the Trustee as a result of any claim under the Policy shall be deposited by the Securities Administrator in the Policy Payments Account and used solely for payment to the Holders of the Insured Certificates and may not be applied to satisfy any costs, expenses or liabilities of the Master Servicer, the Securities Administrator, the Trustee or the Trust Fund. Any funds remaining in the Policy Payments Account on the first Business Day following a Distribution Date shall be remitted to the Certificate Insurer, pursuant (and subject to receipt of) to the instructions of the Certificate Insurer, by the end of such Business Day.

Claims Upon the Policy; Policy Payments Account. (a) If, by the close of business at or before 2:00 p.m., New York time, on the third second Business Day prior to a Distribution Date, the Trust Securities Administrator determines that a Deficiency Amount Guaranteed Distributions Shortfall for any such Distribution Date is greater than zero, then the Trust Securities Administrator shall give notice to the Certificate Insurer by telephone or telecopy of the amount of such Deficiency AmountGuaranteed Distributions Shortfall. Such notice of such Deficiency Amount Guaranteed Distributions Shortfall shall be confirmed in writing in the form set forth as Exhibit A to the Endorsement of to the Policy, to the Certificate Insurer and the Fiscal Agent (as defined in the Policy), if any, at or before 10:00 a.m. 2:00 p.m. New York time on the second Business Day prior to such Distribution Date. Following Receipt (as defined in the Policy) by the Certificate Insurer of such notice in such form, the Certificate Insurer or the Fiscal Agent will pay any amount payable under the Policy on the later to occur of (i) 12:00 noon New York time on the second Business Day following such receipt and (ii) 12:00 noon New York time on the Distribution Date to which such deficiency Guaranteed Distributions Shortfall relates, as provided in the Endorsement to the Policy. (b) The Trust Trustee hereby appoints the Securities Administrator as its agent in connection with the receipt and distribution of all amounts required to be paid by the Certificate Insurer under the Policy and the providing of any notices required to be provided thereunder. The Securities Administrator shall establish a separate special purpose segregated non-interest bearing trust account for the benefit of Holders of the Class A Insured Certificates and the Certificate Insurer referred to herein as the "Policy Payments Account" over which the Trust Securities Administrator shall have exclusive control and sole right of withdrawal. The Trust Securities Administrator shall deposit any amount paid under the Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders of Class A Insured Certificates of the Guaranteed Distribution Distributions Shortfall or any amount in respect of a Preference Claim (as defined in the Policy) for which a claim under the Policy was made, and such amount may not be applied to satisfy any costs, expenses or liabilities of either Servicer, the Master Servicer, the TrusteeSecurities Administrator, the Trust Administrator Trustee or the Trust Fund. Amounts paid under the Policy shall be transferred to the Distribution Account in accordance with the next succeeding paragraph and disbursed by the Trust Securities Administrator to Holders of Class A Insured Certificates in accordance with Section 4.01(c4.1(c) or (or, in the case of an amount in respect of a Preference Claim, to the related Holders of Insured Certificates as contemplated in Section 10.01, as applicable12.4(d)). It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution with other funds available distributions to make be made to such paymentHolders pursuant to Section 4.1. However, the amount of any payment of principal of or interest on the Class A Insured Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Register and in the statement to be furnished to Holders of the Class A Insured Certificates pursuant to Section 44.3. Funds held in the Policy Payments Account shall not be invested. (c) On any Distribution Date with respect to which a claim has been made under the Policy, the amount of any funds received by the Securities Administrator as a result of any claim under the Policy, to the extent required to pay the Guaranteed Distributions Shortfall on such Distribution Date, shall be withdrawn from the Policy Payments Account and deposited in the Distribution Account and applied by the Securities Administrator, directly to the payment in full of the Guaranteed Distributions Shortfall due on the Insured Certificates. Funds received by the Securities Administrator as a result of any claim under the Policy shall be deposited by the Securities Administrator in the Policy Payments Account and used solely for payment to the Holders of the Insured Certificates and may not be applied to satisfy any costs, expenses or liabilities of the Master Servicer, the Securities Administrator, the Trustee or the Trust Fund. Any funds remaining in the Policy Payments Account on the first Business Day following a Distribution Date shall be remitted to the Certificate Insurer, pursuant (and subject to receipt of) to the instructions of the Certificate Insurer, by the end of such Business Day. (d) The Securities Administrator shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Insured Certificate from moneys received under the Policy. The Certificate Insurer shall have the right to inspect such records at reasonable times during normal business hours upon two Business Days' prior notice to the Securities Administrator. (e) The Securities Administrator shall promptly notify the Certificate Insurer of any proceeding or the institution of any action, of which a Responsible Officer of the Securities Administrator has actual knowledge, seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership or similar law (a "Preference Claim") of any Guaranteed Distribution (as defined in the Policy) made with respect to the Insured Certificates. Each Holder of an Insured Certificate, by its purchase of such Certificate, the Master Servicer, the Securities Administrator and the Trustee hereby agree that the Certificate Insurer (so long as no Certificate Insurer Default has occurred and is continuing) 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 such Preference Claim and (ii) the posting of any surety, or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Certificate Insurer shall be subrogated to the rights, if any, of the Master Servicer, Securities Administrator, the Trustee and each Holder of an Insured Certificate 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 court order issued in connection with any such Preference Claim.

Claims Upon the Policy; Policy Payments Account. (a) If, by the close of business on the third Business Day prior to a Distribution Date, the Trust Administrator determines that a Deficiency Amount for any Distribution Date is greater than zero, then the Trust Administrator shall give notice to the Certificate Insurer by telephone or telecopy of the amount of such Deficiency Amount. Such notice of such Deficiency Amount shall be confirmed in writing in the form set forth as Exhibit A to the Endorsement of the Policy, to the Certificate Insurer and the Fiscal Agent (as defined in the Policy), if any, at or before 10:00 a.m. New York time on the second Business Day prior to such Distribution Date. Following Receipt (as defined in the Policy) by the Certificate Insurer of such notice in such form, the Certificate Insurer or the Fiscal Agent will pay any amount payable under the Policy on the later to occur of (i) 12:00 noon New York time on the second Business Day following such receipt and (ii) 12:00 noon New York time on the Distribution Date to which such deficiency relates, as provided in the Endorsement to the Policy. (b) The Trust Administrator Trustee shall establish a separate special purpose trust account for the benefit of Holders Owners of the Class A Certificates and the Certificate Insurer referred to herein as the "Policy Payments Account" over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Trustee shall deposit any amount paid under the Certificate Insurance Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders Owners of Class A Certificates of the Guaranteed Distribution Insured Payments for which a claim was made, made and such amount may not be applied to satisfy any costs, expenses or liabilities of either Servicer, the Master Servicer, the Trustee, the Trust Administrator Trustee or the Trust FundTrust. Amounts paid under the Certificate Insurance Policy shall be transferred to the related Class A Distribution Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator Trustee to Holders Owners of Class A Certificates in accordance with Section 4.01(c) or Section 10.01, as applicable7.3. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution Insured Payments with other funds available to make such payment. However, the amount of any payment of principal of or interest on the Class A Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (cb) below in the Certificate Register and in the statement to be furnished to Holders Owners of the Certificates pursuant to Section 7.6. Funds held in the Policy Payments Account shall not be invested by the Trustee. On any Payment Date with respect to which a claim has been made under the Certificate Insurance Policy, the amount of any funds received by the Trustee as a result of any claim under the 154 Certificate Insurance Policy, to the extent required to pay the related Insured Distribution Amount on such Payment Date shall be withdrawn from the Policy Payments Account and deposited in the related Distribution Account and applied by the Trustee, together with the other funds to be withdrawn from the related Distribution Account pursuant to this Agreement, directly to the payment in full of the related Insured Distribution Amount due on the related Class A Certificates. Funds received by the Trustee as a result of any claim under the Certificate Insurance Policy shall be deposited by the Trustee in the Policy Payments Account and used solely for payment to the Owners of the Class A Certificates and may not be applied to satisfy any costs, expenses or liabilities of the Master Servicer, the Trustee or the Trust Fund. Any funds remaining in the Policy Payments Account on the first Business Day following a Payment Date shall be remitted to the Certificate Insurer, pursuant to Section 4the instructions of the Certificate Insurer, by the end of such Business Day. (b) The Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Class A 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. (c) The Trustee shall promptly notify the Certificate Insurer and Fiscal Agent of any proceeding or the institution of any action, of which a Responsible Officer of the Trustee has actual knowledge, 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 Owner of a Class A Certificate, by its purchase of Class A Certificates, the Master Servicer 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 such Preference Claim and (ii) 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 rights of the Master Servicer, the Trustee and each Owner of a Class A Certificate 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 court order issued in connection with any such Preference Claim.

Claims Upon the Policy; Policy Payments Account. (a) If, by the close of business If on the third Business Day prior to a Distribution Determination Date, the Trust Administrator determines that a Deficiency Amount for any Distribution Date is greater than zerofunds then on deposit in the Certificate Account, then are insufficient to pay the Trust Administrator Insured Payments on such Payment Date, the Trustee shall give notice to the Certificate Insurer by telephone or telecopy of the amount of such Deficiency Amount. Such notice of such Deficiency Amount shall be deficiency, confirmed in writing in the form set forth as Exhibit A to the Endorsement of the Certificate Insurance Policy, to the Certificate Insurer and the Fiscal Agent (as defined in the Certificate Insurance Policy), if any, at or before 10:00 a.m. 9:00 a.m., New York time City time, on the second Business Day prior to such Distribution Payment Date. Following Receipt (as defined in the Policy) by the Certificate Insurer of such notice in such formIn addition, on any Payment Date, the Certificate Insurer or shall have the Fiscal Agent will right, in its sole discretion, to pay the amount of any amount payable under Realized Losses incurred during the Policy on the later to occur of (i) 12:00 noon New York time on the second Business Day following such receipt and (ii) 12:00 noon New York time on the Distribution Date to which such deficiency relates, as provided in the Endorsement related Remittance Period to the PolicyTrustee for deposit into the Certificate Account. (b) The Trust Administrator Trustee shall establish a separate special purpose trust account for the benefit of Holders the Owners of the Class A Certificates and the Certificate Insurer referred to herein as the "Policy Payments Account" over which the Trust Administrator shall have exclusive control and sole right of withdrawal. The Trust Administrator Trustee shall deposit any amount paid under the Certificate Insurance Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders the Owners of the related Class A Certificates of the Guaranteed Distribution Insured Payments for which a claim was made, made and such amount may not be applied to satisfy any costs, expenses or liabilities of either the Servicer, the Master ServicerSeller, the TrusteeDepositor, the Trust Administrator Custodian, the Trustee or the Trust FundTrust. Amounts paid under the Certificate Insurance Policy shall be transferred to the Upper-Tier Distribution Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator Trustee to Holders Owners of the Class A Certificates in accordance with Section 4.01(c) or Section 10.01, as applicable7.03. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution Insured Payments with other funds available to make such payment. However, the amount of any payment of principal of or interest on the related Class A Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Register and in the statement to be furnished to Holders Owners of the Class A Certificates pursuant to Section 47.

Claims Upon the Policy; Policy Payments Account. (a) If, by the close of business on the third Business Day prior to a Distribution Date, the Trust Administrator Trustee determines that that, based in the Remittance Report, a Deficiency Amount for any Distribution Date is expected to be greater than zero, then the Trust Administrator Trustee shall give notice to the Certificate Insurer by telephone or telecopy of the amount of such Deficiency Amount. Such notice of such Deficiency Amount shall be confirmed in writing in the form set forth as Exhibit A to the Endorsement of the Policy, to the Certificate Insurer and the Fiscal Agent (as defined in the Policy), if any, at or before 10:00 a.m. a.m., New York time time, on the second Business Day prior to such Distribution Date. Following Receipt (as defined in the Policy) receipt by the Certificate Insurer of such notice in such form, the Certificate Insurer or the Fiscal Agent will pay any amount payable under the Policy on the later to occur of (i) 12:00 noon noon, New York time time, on the second Business Day following such receipt and (ii) 12:00 noon noon, New York time time, on the Distribution Date to which such deficiency relates, as provided in the Endorsement to the Policy. (b) The Trust Administrator Trustee shall establish a separate special purpose segregated trust account for the benefit of Holders of the Class A Certificates and the Certificate Insurer referred to herein as the "Policy Payments Account" over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Trustee shall deposit any amount paid under the Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders of Class A Certificates of the Guaranteed Distribution for which a claim was made, and such amount may not be applied to satisfy any costs, expenses or liabilities of either Servicer, the Master Servicer, the Trustee, the Trust Administrator Trustee or the Trust FundFund or to make payments to any other Class of Certificates. Amounts paid under the Policy shall be transferred to the Distribution Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator Trustee to Holders of Class A Certificates in accordance with Section 4.01(c4.01(a) or Section 10.01, as applicable. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution with other funds available to make such payment. However, the amount of any payment of principal of or interest on the Class A Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Register and in the statement to be furnished to Holders of the Class A Certificates and Residual Certificates pursuant to Section 44.02. Funds held in the Policy Payments Account shall not be invested. On any Distribution Date with respect to which a claim has been made under the Policy, the amount of any funds received by the Trustee as a result of any claim under the Policy, to the extent required to make the Guaranteed Distribution on such Distribution Date, shall be withdrawn from the Policy Payments Account and deposited in the Distribution Account and applied by the Trustee, together with the other funds to be withdrawn from the Distribution Account pursuant to Section 4.01(a) or Section 10.01, as applicable, directly to the payment in full of the Guaranteed Distribution due on the Class A Certificates. Funds received by the Trustee as a result of any claim under the Policy shall be deposited by the Trustee in the Policy Payments Account and used solely for payment to the Holders of the Class A Certificates and may not be applied to satisfy any costs, expenses or liabilities of the Master Servicer, the Trustee or the Trust Fund or to make payments to any other Class of Certificates. Any funds remaining in the Policy Payments Account on the first Business Day following a Distribution Date shall be remitted to the Certificate Insurer, pursuant to the instructions of the Certificate Insurer, by the end of such Business Day. (c) The Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Class A Certificate from moneys received under the 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 written notice to the Trustee. (d) The Trustee shall promptly notify the Certificate Insurer and Fiscal Agent of any proceeding or the institution of any action, of which a Responsible Officer of the Trustee has actual knowledge, 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 Class A Certificateholder, by its purchase of Class A Certificates, the Master Servicer and the Trustee hereby agree that the Certificate Insurer (so long as a Certificate Insurer Default (pursuant to clause (a) of the definition thereof herein) has not occurred and is not continuing) 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 such Preference Claim and (ii) the posting of any surety, supersedes 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 Master Servicer, the Trustee and each Class A Certificateholder 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 court order issued in connection with any such Preference Claim.

Claims Upon the Policy; Policy Payments Account. (a) If, by the close of business at or before 12:00 noon, New York time, on the third second Business Day prior to a Distribution Date, the Trust Administrator determines that a the amounts on deposit in the Certificate Account available to be distributed to the Insured Certificates in accordance with Section 4.01 will be insufficient to pay the Deficiency Amount Amounts (as defined in the Policy) to the Holders of the Insured Certificates for any such Distribution Date is greater than zeroDate, then the Trust Administrator on behalf of the Trustee shall give notice to the Certificate Insurer by telephone or telecopy of the amount of such Deficiency Amount. Such notice of such Deficiency Amount shall be confirmed in writing in the form set forth as Exhibit A to the Endorsement of the Policy, to the Certificate Insurer and the Fiscal Agent (as defined in the Policy)) by telephone, if anyelectronic mail or telecopy of the amount of such deficiency. Such notice of such deficiency shall be confirmed in writing by a Notice of Claim (as defined in the Policy) executed and delivered by the Trust Administrator on behalf of the Trustee in the form set forth as Exhibit A to the Endorsement to the Policy, to the Certificate Insurer at or before 10:00 a.m. 12:00 noon New York time on the second Business Day prior to such Distribution DateDate and will be accompanied by the monthly statement, if available, or such other data as requested, required to be prepared pursuant to the first paragraph of Section 4.04(a) for the Distribution Date for which the claim is made. The Trust Administrator shall forward a copy of each such notice simultaneously to the Certificate Insurer, the Trustee and the Fiscal Agent. Following Receipt (as defined in the Policy) by the Certificate Insurer of such notice in such form, the Certificate Insurer or the Fiscal Agent will pay any amount payable under the Policy on the later to occur of (i) 12:00 noon 2:00 p.m. New York time on the second Business Day following such receipt and (ii) 12:00 noon 2:00 p.m. New York time on the Distribution Date to which such deficiency claims relates, as provided in the Endorsement to the Policy. (b) The Trustee hereby appoints the Trust Administrator as its agent in connection with the receipt and distribution of all amounts required to be paid by the Certificate Insurer under the Policy and the providing of any Notice of Claim (as defined in the Policy) required to be provided thereunder of which a Responsible Officer of the Trust Administrator has actual knowledge. To the extent a Responsible Officer of the Trustee has actual knowledge thereof, the Trustee shall give the Trust Administrator prompt written notice of any Insured Amounts that have been paid to a holder of an Insured Certificates that has been deemed a preferential transfer and has been recovered from such holder pursuant to the United States Bankruptcy Code in accordance with a final, nonappealable order of a court of competent jurisdiction. The Trust Administrator on behalf of the Trustee shall establish a separate special purpose segregated non-interest bearing trust account for the benefit of Holders of the Class A Insured Certificates and the Certificate Insurer referred to herein as the "“Policy Payments Account" ” over which the Trust Administrator shall have exclusive control and sole right of withdrawal. The Trust Administrator shall deposit any amount paid under the Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders of Class A Insured Certificates of the Guaranteed Distribution Insured Amounts or any amount in respect of a Preference Claim for which a claim under the Policy was made, and such amount may not be applied to satisfy any costs, expenses or liabilities of either Servicer, the Master Servicer, the TrusteeTrust Administrator, the Trust Administrator Trustee or the Trust Fund. Amounts paid under the Policy shall be transferred to the Distribution Certificate Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator to Holders of Class A Insured Certificates entitled to such amounts in accordance with Section 4.01(c) or 4.01 (or, in the case of an amount in respect of a Preference Claim, to the related Holders of Insured Certificates as contemplated in Section 10.01, as applicable14.04(d)). It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution with other funds available distributions to make be made to such paymentHolders pursuant to Section 4.01. However, the amount of any payment of principal of or interest on the Class A Insured Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Register and in the statement to be furnished to Holders of the Class A Insured Certificates pursuant to Section 44.04. Funds held in the Policy Payments Account shall not be invested. (c) On any Distribution Date with respect to which a claim has been made under the Policy, the amount of any funds received by the Trust Administrator on behalf of the Trustee as a result of any claim under the Policy, to the extent required to pay the Insured Amount on such Distribution Date, shall be withdrawn from the Policy Payments Account and deposited in the Certificate Account and applied by the Trust Administrator, directly to the payment in full of the Insured Amount due on the Insured Certificates. Funds received by the Trust Administrator on behalf of the Trustee as a result of any claim under the Policy shall be deposited by the Trust Administrator in the Policy Payments Account and used solely for payment to the Holders of the Insured Certificates and may not be applied to satisfy any costs, expenses or liabilities of the Master Servicer, the Trust Administrator, the Trustee or the Trust Fund. Any funds remaining in the Policy Payments Account on the first Business Day following a Distribution Date shall be remitted to the Certificate Insurer, pursuant (and subject to receipt of) to the instructions of the Certificate Insurer, by the end of such Business Day. (d) The Trust Administrator shall keep complete and accurate records in respect of (i) all funds remitted to it by the Certificate Insurer and (ii) the allocation of such funds to (A) payments of interest on and principal in respect of any Insured Certificates and (B) the amount of funds available to make distributions on the Insured Certificates pursuant to Section 4.01. The Certificate Insurer shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days’ prior notice to the Trust Administrator. (e) The Trust Administrator shall promptly notify the Certificate Insurer of: (A) the commencement of any proceeding of which a Responsible Officer of the Trust Administrator has actual knowledge 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 of which a Responsible Officer of the Trust Administrator has actual knowledge 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. Each Holder of an Insured Certificate, by its purchase of such Certificate, the Master Servicer, the Trust Administrator and the Trustee hereby agree that the Certificate Insurer (so long as no Certificate Insurer Default has occurred and is continuing) 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 such Preference Claim and (ii) 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 rights, if any, of the Master Servicer, Trust Administrator, the Trustee and each Holder of an Insured Certificate 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 court order issued in connection with any such Preference Claim. (f) The Trustee and the Trust Administrator each acknowledge, and each Holder of an Insured Certificate by its acceptance of the Insured Certificate agrees, that, without the need for any further action on the part of the Certificate Insurer or the Trustee, to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on any Insured Certificates, the Certificate Insurer will be fully subrogated to the rights of the Holders of such Insured Certificates to receive such principal and interest from the Trust Fund. The Holders of the Insured Certificates, by acceptance of the Insured Certificates, assign their rights as Holders of the Insured Certificates to the extent of the Certificate Insurer’s interest with respect to amounts paid under the Policy. Anything herein to the contrary notwithstanding, solely for purposes of determining the Certificate Insurer Premium payable to the Certificate Insurer and the Certificate Insurer’s rights, as applicable, as subrogee for payments distributable pursuant to Section 4.01, any payment with respect to distributions to the Insured Certificates which is made with funds received pursuant to the terms of the Policy shall not be considered payment of the Insured Certificates from the Trust Fund and shall not result in the distribution or the provision for the distribution in reduction of the Class Certificate Balance of the Insured Certificates within the meaning of Article IV. (g) Upon its becoming aware of the occurrence of an Event of Default, the Trust Administrator shall promptly notify the Certificate Insurer of such Event of Default. The Trustee, the Depositor, the Master Servicer and the Trust Administrator shall cooperate in all respects with any reasonable request by the Certificate Insurer for action to preserve or enforce the Certificate Insurer’s rights or interests under this Agreement without limiting the rights or affecting the interests of the Holders as otherwise set forth herein. (h) The Master Servicer shall designate a contact person who shall be available within a reasonable period of time to the Certificate Insurer to provide reasonable access to information regarding the Mortgage Loans. (i) [Reserved]. (j) For so long as there is no continuing default by the Certificate Insurer under its obligations under the Policy (a “Certificate Insurer Default”), each Holder of an Insured Certificate agrees that the Certificate Insurer shall be treated by the Depositor, the Servicers, the Master Servicer, the Trust Administrator and the Trustee as if the Certificate Insurer were the Holder of all of the Insured Certificates for the purpose (and solely for the purpose) of the giving of any consent, the making of any direction or the exercise of any voting or other control rights otherwise given to the Holders of the Insured Certificates hereunder. (k) With respect to this Article XIV, (i) the term “Receipt” and “

Claims Upon the Policy; Policy Payments Account. (a) If, by the close of business on the third Business Day prior to a Distribution Date, the Trust Administrator determines that a Deficiency Amount for any Distribution Date is greater than zero, then the Trust Administrator shall give notice to the Certificate Insurer by telephone or telecopy of the amount of such Deficiency Amount. Such notice of such Deficiency Amount shall be confirmed in writing in the form set forth as Exhibit A to the Endorsement of the Policy, to the Certificate Insurer and the Fiscal Agent (as defined in the Policy), if any, at or before 10:00 a.m. New York time on the second Business Day prior to such Distribution Date. Following Receipt (as defined in the Policy) by the Certificate Insurer of such notice in such form, the Certificate Insurer or the Fiscal Agent will pay any amount payable under the Policy on the later to occur of (i) 12:00 noon New York time on the second Business Day following such receipt and (ii) 12:00 noon New York time on the Distribution Date to which such deficiency relates, as provided in the Endorsement to the Policy. (b) The Trust Administrator Trustee shall establish a separate special purpose trust account for the benefit of Holders Owners of the Class A Certificates and the Certificate Insurer referred to herein as the "Policy Payments Account" over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Trustee shall deposit any amount paid under the Certificate Insurance Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders Owners of Class A Certificates of the Guaranteed Distribution Insured Payments for which a claim was made, made and such amount may not be applied to satisfy any costs, expenses or liabilities of either Servicer, the Master Servicer, the Trustee, the Trust Administrator Trustee or the Trust FundTrust. Amounts paid under the Certificate Insurance Policy shall be transferred to the related Class A Distribution Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator Trustee to Holders Owners of Class A Certificates in accordance with Section 4.01(c) or Section 10.01, as applicable7.3. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution Insured Payments with other funds available to make such payment. However, the amount of any payment of principal of or interest on the Class A Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (cb) below in the Certificate Register and in the statement to be furnished to Holders Owners of the Certificates pursuant to Section 7.6. Funds held in the Policy Payments Account shall not be invested by the Trustee. On any Payment Date with respect to which a claim has been made under the Certificate Insurance Policy, the amount of any funds received by the Trustee as a result of any claim under the Certificate Insurance Policy, to the extent required to pay the related Insured Distribution Amount on such Payment Date shall be withdrawn from the Policy Payments Account and deposited in the related Distribution Account and applied by the Trustee, together with the other funds to be withdrawn from the related Distribution Account pursuant to this Agreement, directly to the payment in full of the related Insured Distribution Amount due on the related Class A Certificates. Funds received by the Trustee as a result of any claim under the Certificate Insurance Policy shall be deposited by the Trustee in the Policy Payments Account and used solely for payment to the Owners of the Class A Certificates and may not be applied to satisfy any costs, expenses or liabilities of the Master Servicer, the Trustee or the Trust Fund. Any funds remaining in the Policy Payments Account on the first Business Day following a Payment Date shall be remitted to the Certificate Insurer, pursuant to Section 4the instructions of the Certificate Insurer, by the end of such Business Day. (b) The Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Class A 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. (c) The Trustee shall promptly notify the Certificate Insurer and Fiscal Agent of any proceeding or the institution of any action, of which a Responsible Officer of the Trustee has actual knowledge, 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 Owner of a Class A Certificate, by its purchase of Class A Certificates, the Master Servicer 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 such Preference Claim and (ii) 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 rights of the Master Servicer, the Trustee and each Owner of a Class A Certificate 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 court order issued in connection with any such Preference Claim.

Claims Upon the Policy; Policy Payments Account. (a) IfIf the Credit Enhancement Draw Amount for a Class and Distribution Date, by determined as of the close of business on the third [third] Business Day prior to a such Distribution Date, the Trust Administrator determines that a Deficiency Amount for any Distribution Date is greater more than zero, then the Trust Administrator Trustee shall give notice to the Certificate Insurer Credit Enhancer also by telephone or telecopy of the amount equal to the Credit Enhancement Draw Amount for such Class of such Deficiency AmountInvestor Certificates. Such notice of such Deficiency Amount sum shall be confirmed in writing in the form of Notice of Nonpayment and Demand for Payment of Insured Amounts set forth as Exhibit A to the Endorsement of the Policy, to the Certificate Insurer and the Fiscal Agent (as defined in the Policy), if any, Credit Enhancer at or before 10:00 a.m. A.M., New York time City time, on the second [second] Business Day prior to such Distribution Date. Following Receipt (as defined in the Policy) receipt by the Certificate Insurer Credit Enhancer of such notice in such form, the Certificate Insurer or the Fiscal Agent Credit Enhancer will pay any amount payable under the Policy with respect to such Class of Investor Certificates as set forth in such form on the later to occur of (i) 12:00 noon NOON, New York time City time, on the second [second] Business Day following such receipt and (ii) 12:00 noon NOON, New York time City time, on the Distribution Date to which such deficiency relates, as provided in the Endorsement to the Policy. (b) The Trust Administrator Trustee shall establish a separate special purpose trust account, which account shall be an Eligible Account, for the benefit of Holders of the Class A Certificates and Investor Certificates, the Certificate Insurer Credit Enhancer referred to herein as the "Policy Payments Account" over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Trustee shall deposit any amount paid under the Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders of Class A the Investor Certificates of the Guaranteed Distribution with respect to the related Class of Investor Certificates for which a claim was made, made and such amount may not be applied to satisfy any costs, expenses or liabilities of either Servicer, the Master Servicer, the Trustee, the Trust Administrator Trustee or the Trust FundTrust. Amounts paid under the Policy shall be transferred to the Distribution Collection Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator Trustee to Holders of the related Class A of Investor Certificates in accordance with Section 4.01(c) or Section 10.01, as applicable5.01. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution to such Class with other funds available to make such payment. However, the amount of any payment of principal of or interest on the related Class A of Investor Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Register and in the statement to be furnished to Holders of the Class A Investor Certificates pursuant to Section 45.03. Funds held in the Policy Payments Account shall not be invested. On any Distribution Date (or the day on which a payment on the Policy is received, if later) with respect to which a claim has been made under the Policy, the amount of any funds received by the Trustee as a result of any claim under the Policy, to the extent required to make the Guaranteed Distribution on the related Class of Investor Certificates on such Distribution Date, shall be withdrawn from the Policy Payments Account and deposited in the Collection Account and applied by the Trustee, together with the other funds to be withdrawn from the Collection Account or the Reserve Fund pursuant to Section 5.01 directly to the payment in full of the Guaranteed Distribution due on such Class of Investor Certificates. Any funds received by the Trustee shall be used solely for payment to the Holders of Investor Certificates and may not be applied to satisfy any costs, expenses or liabilities of the Master Servicer, the Trustee or the Trust. Unless a Credit Enhancer Default has occurred, any funds remaining in the Policy Payments Account on the [first] Business Day following the later of the Distribution Date and the Business Day after the day on which a payment on the Policy has been paid to the Holders of Class [___] or Class [___] Certificates shall be remitted to the Credit Enhancer, pursuant to the instructions of the Credit Enhancer, by the end of such Business Day. (c) The Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Investor Certificate from moneys received under the Policy. The Credit Enhancer 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. (d) The Trustee shall promptly notify the Credit Enhancer of any proceeding or the institution of any action, of which a Responsible Officer of the Trustee has actual knowledge, 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 Investor Certificates (other than Basis Risk Carryforward). Each Investor Certificateholder by its purchase of Investor Certificates, the Master Servicer and the Trustee hereby agree that the Credit Enhancer 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 such Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Credit Enhancer shall be subrogated to the rights of the Master Servicer, the Trustee and each Investor Certificateholder 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 court order issued in connection with any such Preference Claim.]

Claims Upon the Policy; Policy Payments Account. (a) As soon as possible, and in no event later than 11:00 a.m. New York City time, on the Second Business Day immediately preceding each Distribution Date, the Securities Administrator shall determine the amount of funds available for such Distribution Date minus the amount of any Insurer Premium on such Distribution Date. (b) If, by the close of business at or before 12:00 p.m., New York time, on the third second Business Day prior to a Distribution Date, the Trust Securities Administrator determines that a Deficiency the Available Distribution Amount for any such Distribution Date is greater than zerodistributable to the Holders of the Insured Certificates pursuant to Section 5.01 will be insufficient to pay the Regular Payments on such Distribution Date, then the Trust Securities Administrator shall determine the amount of any such deficiency and shall give notice to the Certificate Insurer and the Fiscal Agent (as defined in the Policy), if any, by telephone telephone, electronic mail or telecopy of the amount of such Deficiency Amountdeficiency. Such notice of such Deficiency Amount Regular Payment shall be confirmed in writing in the form set forth as Exhibit A to the Endorsement of to the Policy, to the Certificate Insurer and the Fiscal Agent (as defined in the Policy), if any, at or before 10:00 a.m. 12:00 p.m. New York time on the second Business Day prior to such Distribution Date. Following Receipt (as defined in the Policy) by the Certificate Insurer of such notice in such form, the Certificate Insurer or the Fiscal Agent will pay any amount payable under the Policy on the later to occur of (i) 12:00 noon New York time on the second Business Day following such receipt and (ii) 12:00 noon New York time on the Distribution Date to which such deficiency claims relates, as provided in the Endorsement to the Policy. (bc) The Trustee shall receive as attorney-in-fact of each Holder of the Insured Certificates any Regular Payments from the Insurer and the Securities Administrator shall disburse the same to each Holder of the Insured Certificates as applicable, in accordance with the provisions of this Article XIII. Regular Payments disbursed by the Securities Administrator from proceeds of the Policy shall not (other than for purposes of the REMIC Provisions) be considered payment by the Trust Fund nor shall such payments discharge the obligation of the Trust Fund with respect to such Insured Certificates, and the Insurer shall become the owner of such unpaid amounts due from the Trust Fund in respect of such Regular Payment(s) as the deemed assignee of such Holder. In addition, the Insurer shall be entitled to receive the Reimbursement Amount pursuant to Section 5.01. The Securities Administrator hereby agrees on behalf of each Holder of an Insured Certificate for the benefit of the Insurer that it recognizes that to the extent that the Insurer makes a Regular Payment, either directly or indirectly (as by paying through the Securities Administrator), to the Holders of the Insured Certificates, the Insurer will be entitled to receive the Reimbursement Amount pursuant to Section 5.01. (d) It is understood and agreed that the intention of the parties is that the Insurer shall not, other than as set out in Section 5.01, be entitled to reimbursement on any Distribution Date for amounts previously paid by it unless on such Distribution Date the Holders of the Insured Certificates shall also have received the full amount of the Regular Payment for such Distribution Date. (e) In the event the Securities Administrator or Trustee receives a certified copy of an order of the appropriate court that any 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 Insurer and the Fiscal Agent, if any, and (ii) comply with the provisions of the Policy to obtain payment by the Insurer of such voided payment. In addition, the Securities Administrator shall mail notice to all Holders of the Insured Certificates so affected that, in the event that any such Holder’s scheduled payment is so recovered, such Holder will be entitled to payment pursuant to the terms of the Policy, a copy of which shall be made available to such Holders by the Securities Administrator. The Securities Administrator shall furnish to the Insurer and the Fiscal Agent, if any, 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. (f) The Trustee hereby appoints the Securities Administrator as its agent in connection with the receipt and distribution of all amounts required to be paid by the Insurer under the Policy and the providing of any notices required to be provided thereunder. At the time of the execution hereof, and for the purposes hereof, the Securities Administrator shall establish a separate special purpose segregated non-interest bearing trust account for the benefit of Holders of the Class A Insured Certificates and the Certificate Insurer referred to herein as the "“Policy Payments Account" ” over which the Trust Securities Administrator shall have exclusive control and sole right of withdrawal. The Trust Policy Payments Account shall be an Eligible Account. The Securities Administrator shall deposit any amount paid under the Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders of Class A Insured Certificates of the Guaranteed Distribution Regular Payment for which the related claim was made under the Policy or any amount in respect of a Preference Claim (as defined in the Policy) for which a claim under the Policy was made, and such amount may not be applied to satisfy any costs, expenses or liabilities of either Servicer, the Master Servicer, the TrusteeSecurities Administrator, the Trust Administrator Trustee or the Trust Fund. Amounts paid under the Policy shall be transferred to the Distribution Account in accordance with the next succeeding paragraph and disbursed by the Trust Securities Administrator to Holders of Class A Insured Certificates in accordance with Section 4.01(c) or 5.01 (or, in the case of an amount in respect of a Preference Claim, to the related Holders of Insured Certificates as contemplated in Section 10.01, as applicable13.04 (d)). It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution with other funds available distributions to make be made to such paymentHolders pursuant to Section 5.01. However, the amount of any payment of principal of or interest on the Class A Insured Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Register and in the statement to be furnished to Holders of the Class A Insured Certificates pursuant to Section 45.03. Funds held in the Policy Payments Account shall not be invested. (g) On any Distribution Date with respect to which a claim has been made under the Policy, the amount of any funds received by the Securities Administrator as a result of any claim under the Policy, to the extent required to pay the Regular Payments on such Distribution Date, shall be withdrawn from the Policy Payments Account and deposited in the Distribution Account and applied by the Securities Administrator, directly to the payment in full (i) of the Regular Payments due on such Distribution Date on the Insured Certificates or (ii) of other amounts payable under the Policy. Funds received by the Securities Administrator as a result of any claim under the Policy shall be deposited by the Securities Administrator in the Policy Payments Account and used solely for payment to the Holders of the Insured Certificates and may not be applied for any other purpose, including, without limitation, to satisfy any costs, expenses or liabilities of the Master Servicer, the Securities Administrator, the Trustee or the Trust Fund. Any funds remaining in the Policy Payments Account on the first Business Day following a Distribution Date shall be remitted to the Insurer, pursuant (and subject to receipt of) to the instructions of the Insurer, by the end of such Business Day. (h) The Securities Administrator shall keep complete and accurate records in respect of (i) all funds remitted to it by the Insurer and deposited into the Policy Payments Account and (ii) the allocation of such funds to (A) payments of interest on and principal in respect of any Insured Certificates and (B) the amount of funds available to make distributions on the Insured Certificates pursuant to Section 5.01. The Insurer shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days’ prior notice to the Securities Administrator. (i) The Securities Administrator shall promptly notify the Insurer of: (A) the commencement of any proceeding of which a Responsible Officer of the Securities Administrator has actual knowledge 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 of which a Responsible Officer of the Securities Administrator has actual knowledge 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. Each Holder of an Insured Certificate, by its purchase of such Certificate, the Master Servicer, the Securities Administrator and the Trustee hereby agree that the Insurer (so long as no Insurer Default has occurred and is continuing) 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 such Preference Claim and (ii) the posting of any surety, or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Certificate Insurer shall be subrogated to the rights, if any, of the Master Servicer, Securities Administrator, the Trustee and each Holder of an Insured Certificate 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 court order issued in connection with any such Preference Claim. (j) The Trustee and the Securities Administrator each acknowledge, and each Holder of an Insured Certificate by its acceptance of the Insured Certificate agrees, that, without the need for any further action on the part of the Insurer or the Trustee, to the extent the Insurer makes payments, directly or indirectly, on account of principal of or interest on any Insured Certificates, the Insurer will be fully subrogated to the rights of the Holders of such Insured Certificates to receive such principal and interest from the Trust Fund. The Holders of the Insured Certificates, by acceptance of the Insured Certificates, assign their rights as Holders of the Insured Certificates to the extent of the Insurer’s interest with respect to amounts paid under the Policy. Anything herein to the contrary notwithstanding, solely for purposes of determining the Insurer’s rights, as applicable, as subrogee for payments distributable pursuant to Section 5.01, any payment with respect to distributions to the Insured Certificates which is made with funds received pursuant to the terms of the Policy, shall not be considered payment of the Insured Certificates from the Trust Fund and shall not result in the distribution or the provision for the distribution in reduction of the Certificate Principal Balance of the Insured Certificates within the meaning of Article V, except to the extent such payment has been reimbursed to the Insurer pursuant to the terms hereof. (k) Upon its becoming aware of the occurrence of a Servicer Event of Default or Master Servicer Event of Default, the Securities Administrator shall promptly notify the Insurer of such Servicer Event of Default or Master Servicer Event of Default. The Trustee, the Depositor, the Master Servicer and the Securities Administrator shall cooperate in all respects with any reasonable request by the Insurer for action to preserve or enforce the Insurer’s rights or interests under this Agreement without limiting the rights or affecting the interests of the Holders as otherwise set forth herein. (l) The Securities Administrator hereby agrees to provide the Insurer prompt notice of any action, proceeding or investigation of which it has actual knowledge that names the Trust Fund, Trustee or Securities Administrator as a party that could adversely affect the interest of the Insured Certificates. (m) The Master Servicer shall designate an Insurer Contact Person who shall be available within a reasonable period of time to the Insurer to provide reasonable access to information regarding the Mortgage Loans. The initial Insurer Contact Person is Client Manager, phone number: 400-000-0000 and telecopy number: 400-000-0000. (n) The Trustee shall surrender the Policy to the Insurer for cancellation upon the reduction of the Certificate Principal Balance of the Insured Certificates to zero. (o) For so long as there is no continuing default by the Insurer under its obligations under the Policy (an “Insurer Default”), each Holder of a Insured Certificate agrees that the Insurer shall be treated by the Depositor, the Master Servicer, the Servicer, the Securities Administrator, the Sponsor and the Trustee as if the Certificate Insurer were the Holder of all of the Insured Certificates for the purpose (and solely for the purpose) of the giving of any consent, the making of any direction or the exercise of any voting or other control rights otherwise given to the Holders of the Insured Certificates hereunder and the Holders of the Insured Certificates shall only exercise such rights with the prior written consent of the Insurer. (p) With respect to this Article XIII, (i) the terms “Receipt” and “Received” shall mean actual delivery to the Insurer and the Fiscal Agent, if any, if any, prior to 12:00 noon, New York City time, on a Business Day; delivery either on a day that is not a Business Day or after 12:00 noon, New York City time, shall be deemed to be Received on the next succeeding Business Day. If any notice or certificate given under the Policy by the Securities Administrator is not in proper form or is not properly completed, executed or delivered, or contains any misstatement, it shall be deemed not to have been Received. The Certificate Insurer or its Fiscal Agent, if any, shall promptly so advise the Securities Administrator and the Securities Administrator may submit an amended notice and (ii) “Business Day” means any day other than (A) a Saturday or Sunday or (B) a day on which the Certificate Insurer or banking institutions in the City of New York, New York, or the city in which the Corporate Trust Office of the Securities Administrator is located, are authorized or obligated by law or executive order to be closed.

Claims Upon the Policy; Policy Payments Account. (a) If, by the close of business on the third Business Day prior to a Distribution Date, the Trust Administrator determines determines, based on the Remittance Report, that a Deficiency Amount for any Distribution Date is greater than zero, then the Trust Administrator shall give notice to the Certificate Insurer by telephone or telecopy of the amount of such Deficiency Amount. Such notice of such Deficiency Amount shall be confirmed in writing in the form set forth as Exhibit A to the Endorsement of the Policy, Policy to the Certificate Insurer and the Fiscal Agent (as defined in the Policy), if any, at or before 10:00 a.m. a.m., New York time time, on the second Business Day prior to such Distribution Date. Following Receipt (as defined in the Policy) receipt by the Certificate Insurer of such notice in such form, the Certificate Insurer or the Fiscal Agent will pay any amount payable under the Policy on the later to occur of (i) 12:00 noon noon, New York time time, on the second Business Day following such receipt and (ii) 12:00 noon noon, New York time time, on the Distribution Date to which such deficiency relates, as provided in the Endorsement Exhibit A to the Policy. (b) The Trust Administrator Administrator, on behalf of the Trustee, shall establish a separate special purpose trust account for the benefit of Holders of the Class A Certificates and the Certificate Insurer referred to herein as the "Policy Payments Account" over which the Trust Administrator shall have exclusive control and sole right of withdrawal. The Trust Administrator shall deposit any amount paid under the Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders of Class A Certificates of the Guaranteed Distribution for which a claim was made, made or for which a payment under the Policy is permitted and such amount may not be applied to satisfy any costs, expenses or liabilities of either Servicer, the Master Servicer, the Trustee, the Trust Administrator or the Trust Fund. Amounts paid under the Policy shall be transferred to the Distribution Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator to Holders of Class A Certificates in accordance with Section 4.01(c4.01(b) or Section 10.01, as applicable. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution with other funds available to make such payment. However, the amount of any payment of principal of or interest on the Class A Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Register and in the statement to be furnished to Holders of the Class A Certificates and Residual Certificates pursuant to Section 44.02. Funds held in the Policy Payments Account shall not be invested. On any Distribution Date with respect to which a claim has been made or a payment is permitted under the Policy, the amount of any funds received by the Trust Administrator on behalf of the Trustee as a result of any claim under the Policy, to the extent required to make the Guaranteed Distribution on such Distribution Date, shall be withdrawn from the Policy Payments Account and deposited in the Distribution Account and applied by the Trust Administrator, together with the other funds to be withdrawn from the Distribution Account pursuant to Section 4.01(b) or Section 10.01, as applicable, directly to the payment in full of the Guaranteed Distribution due on the Class A Certificates. Funds received by the Trust Administrator as a result of any claim under the Policy shall be deposited by the Trust Administrator in the Policy Payments 105 Account and used solely for payment to the Holders of the Class A Certificates and may not be applied to satisfy any costs, expenses or liabilities of the Servicer, the Trustee, the Trust Administrator or the Trust Fund. Any funds remaining in the Policy Payments Account on the first Business Day following a Distribution Date shall be remitted to the Certificate Insurer, pursuant to the instructions of the Certificate Insurer, by the end of such Business Day. (c) The Trust Administrator shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Class A Certificate from moneys received under the 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 Trust Administrator. (d) The Trust Administrator or the Trustee shall promptly notify the Certificate Insurer and Fiscal Agent of any proceeding or the institution of any action, of which a Responsible Officer of the Trust Administrator or the Trustee has actual knowledge, 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 Class A Certificateholder, by its purchase of Class A Certificates, the Servicer, the Trustee and the Trust Administrator hereby agree that the Certificate Insurer (so long as no Certificate Insurer Default has occurred and is continuing) 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 such Preference Claim and (ii) the posting of any surety, supersedes 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 Servicer, the Trustee, the Trust Administrator and each Class A Certificateholder 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 court order issued in connection with any such Preference Claim.

Claims Upon the Policy; Policy Payments Account. (a) If, by the close of business at or before 12:00 p.m., New York time, on the third second Business Day prior to a Distribution Date, the Trust Administrator Trustee determines that a Deficiency an Insured Amount for any such Distribution Date is greater than zero, then the Trust Administrator Trustee shall give notice to the Certificate Insurer by telephone or telecopy of the amount of such Deficiency Insured Amount. Such notice of such Deficiency Insured Amount shall be confirmed in writing in the form set forth as Exhibit A to the Endorsement of to the Policy, to the Certificate Insurer and the Fiscal Agent (as defined in the Policy)fiscal agent, if any, at or before 10:00 a.m. 2:00 p.m. New York time on the second Business Day prior to such Distribution Date. Following Receipt (as defined in the Policy) by the Certificate Insurer of such notice in such form, the Certificate Insurer or the Fiscal Agent fiscal agent, if any, will pay any amount payable under the Policy on the later to occur of (i) 12:00 noon New York time on the second Business Day following such receipt and (ii) 12:00 noon New York time on the Distribution Date to which such deficiency Insured Amount relates, as provided in the Endorsement to the Policy. (b) The Trust Administrator Trustee shall establish a separate special purpose segregated non-interest bearing trust account for the benefit of Holders of the Class A Insured Certificates and the Certificate Insurer referred to herein as the "Policy Payments Account" over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Trustee shall deposit any amount paid under the Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders of Class A Insured Certificates of the Guaranteed Distribution Insured Amount or any Preference Amount in respect of a Preference Claim (as defined in the Policy) for which a claim under the Policy was made, and such amount may not be applied to satisfy any costs, expenses or liabilities of either Servicer, the Master Servicer, the Trustee, the Trust Administrator Trustee or the Trust Fund. Amounts paid under the Policy shall be transferred to the Distribution Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator Trustee to Holders of Class A Insured Certificates in accordance with Section 4.01(c4.01(h) or (or, in the case of a Preference Amount, to the related Holders of Insured Certificates as contemplated in Section 10.01, as applicable12.04(d)). It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution with other funds available distributions to make be made to such paymentHolders pursuant to Section 4.01. However, the amount of any payment of principal of or interest on the Class A Insured Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Register and in the statement to be furnished to Holders of the Class A Insured Certificates pursuant to Section 44.02. Funds held in the Policy Payments Account shall not be invested. On any Distribution Date with respect to which a claim has been made under the Policy, the amount of any funds received by the Trustee as a result of any claim under the Policy, to the extent required to pay the Insured Amount and/or Preference Amount on such Distribution Date, shall be withdrawn from the Policy Payments Account and deposited in the Distribution Account and applied by the Trustee, directly to the payment in full of the Insured Amount and/or Preference Amount due on the Insured Certificates. Funds received by the Trustee as a result of any claim under the Policy shall be deposited by the Trustee in the Policy Payments Account and used solely for payment to the Holders of the Insured Certificates and may not be applied to satisfy any costs, expenses or liabilities of the Master Servicer, the Trustee or the Trust Fund. Any funds remaining in the Policy Payments Account on the first Business Day following a Distribution Date shall be remitted to the Certificate Insurer, pursuant to the instructions of the Certificate Insurer, by the end of such Business Day. (c) The Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Insured Certificate from moneys received under the Policy. The Certificate Insurer shall have the right to inspect such records at reasonable times during normal business hours upon two Business Days' prior notice to the Trustee. (d) In the event that the Trustee has received a certified copy of an order of the appropriate court that any distribution on the Class A-1 Certificates has been voided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall so notify the Certificate Insurer, shall comply with the provisions of the Policy to obtain payment by the Certificate Insurer of the amount of such voided distribution constituting a Preference Amount, and shall, at the time it provides notice to the Certificate Insurer, notify, by mail to the Class A-1 Certificateholders of the affected Certificates that, in the event any Class A-1 Certificateholder's distribution is so recovered as a preference payment, such Class A-1 Certificateholder will be entitled to payment of an amount constituting a Preference Amount pursuant to the Policy, a copy of which shall be made available through the Trustee, the Certificate Insurer or the Certificate Insurer's fiscal agent, if any, and the Trustee shall furnish to the Certificate Insurer or its fiscal agent, if any, its records evidencing the payments which have been made by the Trustee and subsequently recovered from the Class A-1 Certificateholders, and dates on which such payments were made. (e) The Trustee shall promptly notify the Certificate Insurer and Fiscal Agent of any proceeding or the institution of any action, of which a Responsible Officer of the Trustee has actual knowledge, seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership or similar law (a "Preference Claim") of any distribution required to be made under the Policy with respect to the Insured Certificates. Each Holder of the Insured Certificates, by its purchase of such Certificates, the Master Servicer and the Trustee hereby agree that the Certificate Insurer (so long as no Certificate Insurer Default has occurred and is continuing) 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 such Preference Claim and (ii) 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 rights of the Master Servicer, the Trustee and each Holder of the Insured Certificates in the conduct of any 168 such 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.

Claims Upon the Policy; Policy Payments Account. (a) If, by the close of business on the third Business Day prior to a Distribution Date, the Trust Administrator determines that a Deficiency Amount for any Distribution Date is greater than zero, then the Trust Administrator shall give notice to the Certificate Insurer by telephone or telecopy of the amount of such Deficiency Amount. Such notice of such Deficiency Amount shall be confirmed in writing in the form set forth as Exhibit A to the Endorsement of the Policy, to the Certificate Insurer and the Fiscal Agent (as defined in the Policy), if any, at or before 10:00 a.m. New York time on the second Business Day prior to such Distribution Date. Following Receipt (as defined in the Policy) by the Certificate Insurer of such notice in such form, the Certificate Insurer or the Fiscal Agent will pay any amount payable under the Policy on the later to occur of (i) 12:00 noon New York time on the second Business Day following such receipt and (ii) 12:00 noon New York time on the Distribution Date to which such deficiency relates, as provided in the Endorsement to the Policy. (b) The Trust Administrator Trustee shall establish a separate special purpose trust account for the benefit of Holders Owners of the Class A Certificates and the Certificate Insurer referred to herein as the "Policy Payments Account" over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Trustee shall deposit any amount paid under the Certificate Insurance Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders Owners of Class A Certificates of the Guaranteed Distribution Insured Payments for which a claim was made, made and such amount may not be applied to satisfy any costs, expenses or liabilities of either Servicer, the Master Servicer, the Trustee, the Trust Administrator Trustee or the Trust FundTrust. Amounts paid under the Certificate Insurance Policy shall be transferred to the related Class A Distribution Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator Trustee to Holders Owners of Class A Certificates in accordance with Section 4.01(c) or Section 10.01, as applicable7.3. It shall not be necessary for such payments to be made by checks or wire transfers 163 separate from the checks or wire transfers used to pay the Guaranteed Distribution Insured Payments with other funds available to make such payment. However, the amount of any payment of principal of or interest on the Class A Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (cb) below in the Certificate Register and in the statement to be furnished to Holders Owners of the Certificates pursuant to Section 7.6. Funds held in the Policy Payments Account shall not be invested by the Trustee. On any Payment Date with respect to which a claim has been made under the Certificate Insurance Policy, the amount of any funds received by the Trustee as a result of any claim under the Certificate Insurance Policy, to the extent required to pay the related Insured Distribution Amount on such Payment Date shall be withdrawn from the Policy Payments Account and deposited in the related Distribution Account and applied by the Trustee, together with the other funds to be withdrawn from the related Distribution Account pursuant to this Agreement, directly to the payment in full of the related Insured Distribution Amount due on the related Class A Certificates. Funds received by the Trustee as a result of any claim under the Certificate Insurance Policy shall be deposited by the Trustee in the Policy Payments Account and used solely for payment to the Owners of the Class A Certificates and may not be applied to satisfy any costs, expenses or liabilities of the Master Servicer, the Trustee or the Trust Fund. Any funds remaining in the Policy Payments Account on the first Business Day following a Payment Date shall be remitted to the Certificate Insurer, pursuant to Section 4the instructions of the Certificate Insurer, by the end of such Business Day. (b) The Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Class A 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. (c) The Trustee shall promptly notify the Certificate Insurer and Fiscal Agent of any proceeding or the institution of any action, of which a Responsible Officer of the Trustee has actual knowledge, 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 Owner of a Class A Certificate, by its purchase of Class A Certificates, the Master Servicer 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 such Preference Claim and (ii) 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 rights of the 164 Master Servicer, the Trustee and each Owner of a Class A Certificate 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 court order issued in connection with any such Preference Claim.

Claims Upon the Policy; Policy Payments Account. (a) If, by the close of business on the third Business Day prior to a Distribution Date, the Trust Administrator determines Servicer notifies the Trustee that a Deficiency Amount for any on such Distribution Date is greater than zerothe sum of (i) the funds that will be on deposit in the Collection Account for the related Collection Period which are payable to the Investor Certificateholders pursuant to Sections 5.01(a) and (b) (after giving effect to the distribution of the Trustee Fee and the Premium) and (ii) the amount that will be on deposit in the Spread Account will be insufficient to pay the Guaranteed Distribution on such Distribution Date, then the Trust Administrator Trustee shall give notice to the Certificate Insurer Credit Enhancer by telephone or telecopy of the amount of such Deficiency equal to the Credit Enhancement Draw Amount. Such notice of such Deficiency Amount sum shall be confirmed in writing in the form set forth as Exhibit A to the Endorsement of the Policy, to the Certificate Insurer Credit Enhancer and the Fiscal Agent (as defined in the Policy)Agent, if any, at or before 10:00 a.m. a.m., New York time City time, on the second Business Day prior to such Distribution Date. Following Receipt (as defined in the Policy) receipt by the Certificate Insurer Credit Enhancer of such notice in such form, the Certificate Insurer Credit Enhancer or the Fiscal Agent will pay any amount payable under the Policy on the later to occur of (i) 12:00 noon noon, New York time City time, on the second Business Day following such receipt next succeeding presentation to the Fiscal Agent and (ii) 12:00 noon noon, New York time City time, on the Distribution Date to which such deficiency relates, as provided in the Endorsement to the Policy. (b) The Trust Administrator Trustee shall establish a separate special purpose trust account, which account shall be an Eligible Account, for the benefit of Holders of the Class A Investor Certificates and the Certificate Insurer Credit Enhancer referred to herein as the "Policy Payments Account" over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Trustee shall deposit any amount paid under the Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders of Class A the Investor Certificates of the Guaranteed Distribution for which a claim was made, made and such amount may not be applied to satisfy any costs, expenses or liabilities of either the Servicer, the Master Servicer, the Trustee, the Trust Administrator Trustee or the Trust Fund. Amounts paid under the Policy shall be transferred to the Distribution Collection Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator Trustee to Holders of Class A Investor Certificates in accordance with Section 4.01(c) or Section 10.01, as applicable5.01. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution with other funds available to make such payment. However, the amount of any payment of principal of or interest on the Class A Investor Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Register and in the statement to be furnished to Holders of the Class A Investor Certificates pursuant to Section 45.03. Funds held in the Policy Payments Account shall not be invested. On any Distribution Date with respect to which a claim has been made under the Policy, the amount of any funds received by the Trustee as a result of any claim under the Policy, to the extent required to make the Guaranteed Distribution on such Distribution Date, shall be withdrawn from the Policy Payments Account and deposited in the Collection Account and applied by the Trustee, together with the other funds to be withdrawn from the Collection Account pursuant to Section 5.01 directly to the payment in full of the Guaranteed Distribution due on the Investor Certificates. Any funds received by the Trustee shall be used solely for payment to the Holders of Investor Certificates and may not be applied to satisfy any costs, expenses or liabilities of the Servicer, the Trustee or the Trust. Any funds remaining in the Policy Payments Account on the first Business Day following a Distribution Date shall be remitted to the Credit Enhancer, pursuant to the instructions of the Credit Enhancer, by the end of such Business Day. (c) The Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Investor Certificate from moneys received under the Policy. The Credit Enhancer 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. (d) The Trustee shall promptly notify the Credit Enhancer and Fiscal Agent of any proceeding or the institution of any action, of which a Responsible Officer of the Trustee has actual knowledge, seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership or similar law with respect to a proceeding against or by the Sellers, the Servicer or the Trust (a "Preference Claim") of any distribution made with respect to the Investor Certificates. Each Investor Certificateholder, by its purchase of Investor Certificates, the Servicer and the Trustee hereby agree that, the Credit Enhancer (so long as no Credit Enhancer 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 such Preference Claim and (ii) the posting of any surety, supersede as or performance bond pending any such appeal. In

Claims Upon the Policy; Policy Payments Account. (a) If, by the close of business on the third Business Day prior to a Distribution Date, the Trust Administrator determines that a Deficiency Amount for any Distribution Date is greater than zero, then the Trust Administrator shall give notice to the Certificate Insurer by telephone or telecopy of the amount of such Deficiency Amount. Such notice of such Deficiency Amount shall be confirmed in writing in the form set forth as Exhibit A to the Endorsement of the Policy, to the Certificate Insurer and the Fiscal Agent (as defined in the Policy), if any, at or before 10:00 a.m. New York time on the second Business Day prior to such Distribution Date. Following Receipt (as defined in the Policy) by the Certificate Insurer of such notice in such form, the Certificate Insurer or the Fiscal Agent will pay any amount payable under the Policy on the later to occur of (i) 12:00 noon New York time on the second Business Day following such receipt and (ii) 12:00 noon New York time on the Distribution Date to which such deficiency relates, as provided in the Endorsement to the Policy. (b) The Trust Administrator Trustee shall establish a separate special purpose trust account for the benefit of Holders Owners of the Class A Certificates and the Certificate Insurer referred to herein as the "Policy Payments Account" over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Trustee shall deposit any amount paid under the Certificate Insurance Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders Owners of Class A Certificates of the Guaranteed Distribution Insured Payments for which a claim was made, made and such amount may not be applied to satisfy any costs, expenses or liabilities of either Servicer, the Master Servicer, the Trustee, the Trust Administrator Trustee or the Trust FundTrust. Amounts paid under the Certificate Insurance Policy shall be transferred to the related Class A Distribution Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator Trustee to Holders Owners of Class A Certificates in accordance with Section 4.01(c) or Section 10.01, as applicable7.5. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution Insured Payments with other funds available to make such payment. However, the amount of any payment of principal of or interest on the Class A Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (cb) below in the Certificate Register and in the statement to be furnished to Holders Owners of the Certificates pursuant to Section 7.8. Funds held in the Policy Payments Account shall not be invested by the Trustee. On any Distribution Date with respect to which a claim has been made under the Certificate Insurance Policy, the amount of any funds received by the Trustee as a result of any claim under the Certificate Insurance Policy, to the extent required to pay the Insured Distribution Amount on such Remittance Date shall be withdrawn from the Policy Payments Account and deposited in the Distribution Account and applied by the Trustee, together with the other funds to be withdrawn from the related Class A Distribution Account pursuant to this Agreement, directly to the payment in full of the Insured Distribution Amount due on the Class A Certificates. Funds received by the Trustee as a result of any claim under the Certificate Insurance Policy shall be deposited by the Trustee in the Policy Payments Account and used solely for payment to the Owners of the Class A Certificates and may not be applied to satisfy any costs, expenses or liabilities of the Master Servicer, the Trustee or the Trust Fund. Any funds remaining in the Policy Payments Account on the first Business Day following a Distribution Date shall be remitted to the Certificate Insurer, pursuant to Section 4the instructions of the Certificate Insurer, by the end of such Business Day. (b) The Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Class A 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. (c) The Trustee shall promptly notify the Certificate Insurer and Fiscal Agent of any proceeding or the institution of any action, of which a Responsible Officer of the Trustee has actual knowledge, seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership 125 or similar law (a "Preference Claim") of any distribution made with respect to the Class A Certificates. Each Owner of a Class A Certificate, by its purchase of Class A Certificates, the Master Servicer 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 such Preference Claim and (ii) 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 rights of the Master Servicer, the Trustee and each Owner of a Class A Certificate 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 court order issued in connection with any such Preference Claim.

Claims Upon the Policy; Policy Payments Account. (a) If, by the close of business at or before 12:00 p.m., New York time, on the third second Business Day prior to a Distribution Date, the Trust Administrator determines that a Deficiency Amount the amounts on deposit in the Certificate Account available to be distributed to the Insured Certificates in accordance with Section 4.01 will be insufficient to pay the Guaranteed Distributions (as defined in the Policy) to the Holders of the Insured Certificates for any such Distribution Date is greater than zeroDate, then the Trust Administrator on behalf of the Trustee shall give notice to the Certificate Insurer by telephone or telecopy of the amount of such Deficiency Amount. Such notice of such Deficiency Amount shall be confirmed in writing in the form set forth as Exhibit A to the Endorsement of the Policy, to the Certificate Insurer and the Fiscal Agent (as defined in the Policy)) by telephone, if anyelectronic mail or telecopy of the amount of such deficiency. Such notice of such deficiency shall be confirmed in writing by a notice executed and delivered by the Trust Administrator on behalf of the Trustee in the form set forth as Exhibit A to the Endorsement to the Policy, to the Certificate Insurer at or before 10:00 a.m. 12:00 p.m. New York time on the second Business Day prior to such Distribution DateDate and will be accompanied by the monthly statement, if available, or such other data as requested, required to be prepared pursuant to the first paragraph of Section 4.04(a) for the Distribution Date for which the claim is made. The Trust Administrator shall forward a copy of each such notice simultaneously to the Certificate Insurer, the Trustee and the Fiscal Agent. Following Receipt (as defined in the Policy) by the Certificate Insurer of such notice in such form, the Certificate Insurer or the Fiscal Agent will pay any amount payable under the Policy on the later to occur of (i) 12:00 noon New York time on the second Business Day following such receipt and (ii) 12:00 noon New York time on the Distribution Date to which such deficiency claims relates, as provided in the Endorsement to the Policy. (b) The Trustee hereby appoints the Trust Administrator as its agent in connection with the receipt and distribution of all amounts required to be paid by the Certificate Insurer under the Policy and the providing of any notices or claims required to be provided thereunder. The Trust Administrator on behalf of the Trustee shall establish a separate special purpose segregated non-interest bearing trust account for the benefit of Holders of the Class A Insured Certificates and the Certificate Insurer referred to herein as the "“Policy Payments Account" ” over which the Trust Administrator shall have exclusive control and sole right of withdrawal. The Trust Administrator shall deposit any amount paid under the Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders of Class A Insured Certificates of the Guaranteed Distribution Insured Amounts or any amount in respect of a Preference Claim (as defined in the Policy) for which a claim under the Policy was made, and such amount may not be applied to satisfy any costs, expenses or liabilities of either Servicer, the Master Servicer, the TrusteeTrust Administrator, the Trust Administrator Trustee or the Trust Fund. Amounts paid under the Policy shall be transferred to the Distribution Certificate Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator to Holders of Class A Insured Certificates entitled to such amounts in accordance with Section 4.01(c) or 4.01 (or, in the case of an amount in respect of a Preference Claim, to the related Holders of Insured Certificates as contemplated in Section 10.01, as applicable14.04(d)). It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution with other funds available distributions to make be made to such paymentHolders pursuant to Section 4.01. However, the amount of any payment of principal of or interest on the Class A Insured Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Register and in the statement to be furnished to Holders of the Class A Insured Certificates pursuant to Section 44.04. Funds held in the Policy Payments Account shall not be invested. (c) On any Distribution Date with respect to which a claim has been made under the Policy, the amount of any funds received by the Trust Administrator on behalf of the Trustee as a result of any claim under the Policy, to the extent required to pay the Insured Amount on such Distribution Date, shall be withdrawn from the Policy Payments Account and deposited in the Certificate Account and applied by the Trust Administrator, directly to the payment in full of the Insured Amount due on the Insured Certificates. Funds received by the Trust Administrator on behalf of the Trustee as a result of any claim under the Policy shall be deposited by the Trust Administrator in the Policy Payments Account and used solely for payment to the Holders of the Insured Certificates and may not be applied to satisfy any costs, expenses or liabilities of the Master Servicer, the Trust Administrator, the Trustee or the Trust Fund. Any funds remaining in the Policy Payments Account on the first Business Day following a Distribution Date shall be remitted to the Certificate Insurer, pursuant (and subject to receipt of) to the instructions of the Certificate Insurer, by the end of such Business Day. (d) The Trust Administrator shall keep complete and accurate records in respect of (i) all funds remitted to it by the Certificate Insurer and (ii) the allocation of such funds to (A) payments of interest on and principal in respect of any Insured Certificates and (B) the amount of funds available to make distributions on the Insured Certificates pursuant to Section 4.01. The Certificate Insurer shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days’ prior notice to the Trust Administrator. (e) The Trust Administrator shall promptly notify the Certificate Insurer of: (A) the commencement of any proceeding of which a Responsible Officer of the Trust Administrator has actual knowledge 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 of which a Responsible Officer of the Trust Administrator has actual knowledge 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. Each Holder of an Insured Certificate, by its purchase of such Certificate, the Master Servicer, the Trust Administrator and the Trustee hereby agree that the Certificate Insurer (so long as no Certificate Insurer Default has occurred and is continuing) 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 such Preference Claim and (ii) 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 rights, if any, of the Master Servicer, Trust Administrator, the Trustee and each Holder of an Insured Certificate 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 court order issued in connection with any such Preference Claim. (f) The Trustee and the Trust Administrator each acknowledge, and each Holder of an Insured Certificate by its acceptance of the Insured Certificate agrees, that, without the need for any further action on the part of the Certificate Insurer or the Trustee, to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on any Insured Certificates, the Certificate Insurer will be fully subrogated to the rights of the Holders of such Insured Certificates to receive such principal and interest from the Trust Fund. The Holders of the Insured Certificates, by acceptance of the Insured Certificates, assign their rights as Holders of the Insured Certificates to the extent of the Certificate Insurer’s interest with respect to amounts paid under the Policy. Anything herein to the contrary notwithstanding, solely for purposes of determining the Certificate Insurer Premium payable to the Certificate Insurer and the Certificate Insurer’s rights, as applicable, as subrogee for payments distributable pursuant to Section 4.01, any payment with respect to distributions to the Insured Certificates which is made with funds received pursuant to the terms of the Policy shall not be considered payment of the Insured Certificates from the Trust Fund and shall not result in the distribution or the provision for the distribution in reduction of the Class Certificate Balance of the Insured Certificates within the meaning of Article IV. (g) Upon its becoming aware of the occurrence of an Event of Default, the Trust Administrator shall promptly notify the Certificate Insurer of such Event of Default. The Trustee, the Depositor, the Master Servicer and the Trust Administrator shall cooperate in all respects with any reasonable request by the Certificate Insurer for action to preserve or enforce the Certificate Insurer’s rights or interests under this Agreement without limiting the rights or affecting the interests of the Holders as otherwise set forth herein. (h) The Master Servicer shall designate a contact person who shall be available within a reasonable period of time to the Certificate Insurer to provide reasonable access to information regarding the Mortgage Loans. (i) [Reserved]. (j) For so long as there is no continuing default by the Certificate Insurer under its obligations under the Policy (a “Certificate Insurer Default”), each Holder of an Insured Certificate agrees that the Certificate Insurer shall be treated by the Depositor, the Servicers, the Master Servicer, the Trust Administrator and the Trustee as if the Certificate Insurer were the Holder of all of the Insured Certificates for the purpose (and solely for the purpose) of the giving of any consent, the making of any direction or the exercise of any voting or other control rights otherwise given to the Holders of the Insured Certificates hereunder. (k) With respect to this Article XIII, (i) the term “Receipt” and “

Claims Upon the Policy; Policy Payments Account. (a) If, by the close Close of business Business on the third Business Day prior to a Distribution Date, the Trust Administrator Trustee determines that a Deficiency Amount for any Distribution Date is greater than zero, then the Trust Administrator Trustee shall give notice to the Certificate Insurer by telephone or telecopy of the amount of such Deficiency Amount. Such notice of such Deficiency Amount shall be confirmed in writing in the form set forth as Exhibit A to the Endorsement of the Policy, to the Certificate Insurer and the Fiscal Agent (as defined in the Policy), if any, at or before 10:00 a.m. 12:00 noon New York time on the second Business Day prior to such Distribution Date. Following Receipt (as defined in the Policy) by the Certificate Insurer of such notice in such form, the Certificate Insurer or the Fiscal Agent will pay any amount payable under the Policy on the later to occur of (i) 12:00 noon New York time on the second Business Day following such receipt and (ii) 12:00 noon New York time on the Distribution Date to which such deficiency relates, as provided in the Endorsement to the Policy. (b) The Trust Administrator Trustee shall establish a separate special purpose trust account for the benefit of Holders of the Class A Certificates and the Certificate Insurer referred to herein as the "Policy Payments Account" over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Trustee shall deposit any amount paid under the Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders of Class A Certificates of the Guaranteed Distribution Insured Payment for which a claim was made, and such amount may not be applied to satisfy any costs, expenses or liabilities of either Servicer, the Master Servicer, the Trustee, the Trust Administrator Trustee or the Trust Fund. Amounts paid under the Policy shall be transferred to the Distribution Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator to Holders of Class A Certificates in accordance with Section 4.01(c) or Section 10.01, as applicable. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution with other funds available to make such payment. However, the amount of any payment of principal of or interest on the Class A Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Register and in the statement to be furnished to Holders of the Class A Certificates pursuant to Section 4.116

Claims Upon the Policy; Policy Payments Account. (a) If, by the close of business If on the third Business Day prior to a Distribution Date, the Trust Administrator determines that a Deficiency Total Distribution Amount on deposit or to be deposited in the Collection Account for the related Collection Period (after giving effect to all transfers thereto of any amounts from the Spread Account and to the payment of all amounts required to be paid pursuant to clauses (1) and (2) of Section 5.06(b)) is insufficient to pay the Guaranteed Payment on the related Distribution Date is greater than zeroDate, then the Trust Administrator Indenture Trustee shall give notice to the Certificate Note Insurer by telephone or telecopy of the amount of such Deficiency Amountdeficiency. Such notice of such Deficiency Amount shall be confirmed in writing by the Indenture Trustee in the form set forth as Exhibit A to the Endorsement of the Policy, to the Certificate Note Insurer and the Fiscal Agent (as defined in the Policy)Agent, if any, at or before 10:00 a.m. 12:00 noon, New York time City time, on the second Business Day prior to such Distribution Date. Following Receipt (as defined in the Policy) receipt by the Certificate Note Insurer of such notice in such form, the Certificate Note Insurer or the Fiscal Agent will pay any amount payable under the Policy on the later to occur of (i) 12:00 noon noon, New York time City time, on the second Business Day following such receipt and (ii) 12:00 noon noon, New York time City time, on the Distribution Date to which such deficiency relates, as provided in the Endorsement to the Policy. (b) The Trust Administrator Indenture Trustee shall establish a separate special purpose trust account for the benefit of Holders of the Class A Certificates and the Certificate Insurer referred to herein as Noteholders (the "Policy Payments Account" over which the Trust Administrator "). The Indenture Trustee shall have exclusive control over the Policy Payments Account and sole right of withdrawal. The Trust Administrator Indenture Trustee shall deposit any amount paid under the Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders of Class A Certificates of pay to Noteholders the Guaranteed Distribution Payment for which a claim was has been made, and such amount may not be applied to satisfy any costs, expenses or liabilities of either the Servicer, the Master Backup Servicer, the TrusteeCustodian, the Trust Administrator Indenture Trustee or the Trust FundOwner Trustee. Amounts paid under the Policy shall be transferred to the Distribution Collection Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator Indenture Trustee to Holders of Class A Certificates Noteholders in accordance with Section 4.01(c) or Section 10.01, as applicable5.06. It shall not be necessary for such any payments under the Policy to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution with Payment from other funds available to make such payment. However, the amount of any payment of principal of or interest on the Class A Certificates Notes to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Register and in the statement to be furnished to Holders of the Class A Certificates pursuant to Section 4.as

Claims Upon the Policy; Policy Payments Account. (a) If, by the close of business at or before 2:00 p.m., New York time, on the third second Business Day prior to a Distribution Date, the Trust Administrator Trustee determines that a Deficiency Amount Guaranteed Distributions Shortfall for any such Distribution Date is greater than zero, then the Trust Administrator Trustee shall give notice to the Certificate Insurer by telephone or telecopy of the amount of such Deficiency AmountGuaranteed Distributions Shortfall. Such notice of such Deficiency Amount Guaranteed Distributions Shortfall shall be confirmed in writing in the form set forth as Exhibit A to the Endorsement of to the Policy, to the Certificate Insurer and the Fiscal Agent (as defined in the Policy), if any, at or before 10:00 a.m. 2:00 p.m. New York time on the second Business Day prior to such Distribution Date. Following Receipt (as defined in the Policy) by the Certificate Insurer of such notice in such form, the Certificate Insurer or the Fiscal Agent will shall pay any amount payable under the Policy on the later to occur of (i) 12:00 noon New York time on the second Business Day following such receipt and (ii) 12:00 noon New York time on the Distribution Date to which such deficiency Guaranteed Distributions Shortfall relates, as provided in the Endorsement to the Policy. (b) The Trust Administrator Trustee shall establish a separate special purpose segregated non-interest bearing trust account for the benefit of Holders of the Class A Insured Certificates and the Certificate Insurer referred to herein as the "Policy Payments Account" over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Trustee shall deposit any amount paid under the Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders of Class A Insured Certificates of the Guaranteed Distribution Distributions Shortfall or any amount in respect of a Preference Claim (as defined in the Policy) for which a claim under the Policy was made, and such amount may not be applied to satisfy any costs, expenses or liabilities of either Servicer, the Master Servicer, the Trustee, the Trust Administrator or the Trust Fund. Amounts paid under the Policy shall be transferred to the Distribution Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator to Holders of Class A Certificates in accordance with Section 4.01(c) or Section 10.01, as applicable. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution with other funds available to make such payment. However, the amount of any payment of principal of or interest on the Class A Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Register and in the statement to be furnished to Holders of the Class A Certificates pursuant to Section 4.Master

Claims Upon the Policy; Policy Payments Account. (a) If, by the close of business at or before 12:00 p.m., New York time, on the third second Business Day prior to a Distribution Date, the Trust Administrator determines that a Deficiency Amount the amounts on deposit in the Certificate Account available to be distributed to the Insured Certificates in accordance with Section 4.01 will be insufficient to pay the Guaranteed Distributions (as defined in the Policy) to each class of Insured Certificates for any such Distribution Date is greater than zeroDate, then the Trust Administrator on behalf of the Trustee shall give notice to the Certificate Insurer by telephone or telecopy of the amount of such Deficiency Amount. Such notice of such Deficiency Amount shall be confirmed in writing in the form set forth as Exhibit A to the Endorsement of the Policy, to the Certificate Insurer and the Fiscal Agent (as defined in the Policy)) by telephone, if anyelectronic mail or telecopy of the amount of such deficiency. Such notice of such deficiency shall be confirmed in writing by a Notice executed and delivered by the Trust Administrator on behalf of the Trustee in the form set forth as Exhibit A to the Endorsement to the Policy, to the Certificate Insurer at or before 10:00 a.m. 12:00 p.m. New York time on the second Business Day prior to such Distribution DateDate and will be accompanied by the monthly statement, if available, or such other date as requested, required to be prepared pursuant to the first paragraph of Section 4.04(a) for the Distribution Date for which the claim is made. The Trust Administrator shall forward a copy of each such notice simultaneously to the Certificate Insurer, the Trustee and the Fiscal Agent. Following Receipt (as defined in the Policy) by the Certificate Insurer of such notice in such form, the Certificate Insurer or the Fiscal Agent will pay any amount payable under the Policy on the later to occur of (i) 12:00 noon New York time on the second Business Day following such receipt and (ii) 12:00 noon New York time on the Distribution Date to which such deficiency claims relates, as provided in the Endorsement to the Policy. (b) The Trustee hereby appoints the Trust Administrator as its agent in connection with the receipt and distribution of all amounts required to be paid by the Certificate Insurer under the Policy and the providing of any notices required to be provided thereunder. The Trust Administrator on behalf of the Trustee shall establish a separate special purpose segregated non-interest bearing trust account for the benefit of Holders of the Class A Insured Certificates and the Certificate Insurer referred to herein as the "“Policy Payments Account" ” over which the Trust Administrator shall have exclusive control and sole right of withdrawal. The Trust Administrator shall deposit any amount paid under the Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders of Class A Insured Certificates of the Guaranteed Distribution Insured Amounts or any amount in respect of a Preference Claim (as defined in the Policy) for which a claim under the Policy was made, and such amount may not be applied to satisfy any costs, expenses or liabilities of either Servicer, the Master Servicer, the TrusteeTrust Administrator, the Trust Administrator Trustee or the Trust Fund. Amounts paid under the Policy shall be transferred to the Distribution Certificate Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator to Holders of Class A Insured Certificates entitled to such amounts in accordance with Section 4.01(c) or 4.01 (or, in the case of an amount in respect of a Preference Claim, to the related Holders of Insured Certificates as contemplated in Section 10.01, as applicable13.04(d)). It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution with other funds available distributions to make be made to such paymentHolders pursuant to Section 4.01. However, the amount of any payment of principal of or interest on the Class A Insured Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Register and in the statement to be furnished to Holders of the Class A Insured Certificates pursuant to Section 44.3. Funds held in the Policy Payments Account shall not be invested. (c) On any Distribution Date with respect to which a claim has been made under the Policy, the amount of any funds received by the Trust Administrator on behalf of the Trustee as a result of any claim under the Policy, to the extent required to pay the Insured Amount on such Distribution Date, shall be withdrawn from the Policy Payments Account and deposited in the Certificate Account and applied by the Trust Administrator, directly to the payment in full of the Insured Amount due on the Insured Certificates. Funds received by the Trust Administrator on behalf of the Trustee as a result of any claim under the Policy shall be deposited by the Trust Administrator in the Policy Payments Account and used solely for payment to the Holders of the Insured Certificates and may not be applied to satisfy any costs, expenses or liabilities of the Master Servicer, the Trust Administrator, the Trustee or the Trust Fund. Any funds remaining in the Policy Payments Account on the first Business Day following a Distribution Date shall be remitted to the Certificate Insurer, pursuant (and subject to receipt of) to the instructions of the Certificate Insurer, by the end of such Business Day. (d) The Trust Administrator shall keep complete and accurate records in respect of (i) all funds remitted to it by the Certificate Insurer and (ii) the allocation of such funds to (A) payments of interest on and principal in respect of any Insured Certificates and (B) the amount of funds available to make distributions on the Insured Certificates pursuant to Section 4.01. The Certificate Insurer shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days’ prior notice to the Trust Administrator. (e) The Trust Administrator shall promptly notify the Certificate Insurer of: (A) the commencement of any proceeding of which a Responsible Officer of the Trust Administrator has actual knowledge 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 of which a Responsible Officer of the Trust Administrator has actual knowledge 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. Each Holder of an Insured Certificate, by its purchase of such Certificate, the Master Servicer, the Trust Administrator and the Trustee hereby agree that the Certificate Insurer (so long as no Certificate Insurer Default has occurred and is continuing) 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 such Preference Claim and (ii) 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 rights, if any, of the Master Servicer, Trust Administrator, the Trustee and each Holder of an Insured Certificate 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 court order issued in connection with any such Preference Claim. (f) The Trustee and the Trust Administrator each acknowledge, and each Holder of an Insured Certificate by its acceptance of the Insured Certificate agrees, that, without the need for any further action on the part of the Certificate Insurer or the Trustee, to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on any Insured Certificates, the Certificate Insurer will be fully subrogated to the rights of the Holders of such Insured Certificates to receive such principal and interest from the Trust Fund. The Holders of the Insured Certificates, by acceptance of the Insured Certificates, assign their rights as Holders of the Insured Certificates to the extent of the Certificate Insurer’s interest with respect to amounts paid under the Policy. Anything herein to the contrary notwithstanding, solely for purposes of determining the Certificate Insurer Premium payable to the Certificate Insurer and the Certificate Insurer’s rights, as applicable, as subrogee for payments distributable pursuant to Section 4.01, any payment with respect to distributions to the Insured Certificates which is made with funds received pursuant to the terms of the Policy, shall not be considered payment of the Insured Certificates from the Trust Fund and shall not result in the distribution or the provision for the distribution in reduction of the Class Certificate Balance of the Insured Certificates within the meaning of Article IV. (g) Upon its becoming aware of the occurrence of an Event of Default, the Trust Administrator shall promptly notify the Certificate Insurer of such Event of Default. The Trustee, the Depositor, the Master Servicer and the Trust Administrator shall cooperate in all respects with any reasonable request by the Certificate Insurer for action to preserve or enforce the Certificate Insurer’s rights or interests under this Agreement without limiting the rights or affecting the interests of the Holders as otherwise set forth herein. (h) The Master Servicer shall designate a contact person who shall be available within a reasonable period of time to the Certificate Insurer to provide reasonable access to information regarding the Loans. (i) [Reserved]. (j) For so long as there is no continuing default by the Certificate Insurer under its obligations under the Policy (a “Certificate Insurer Default”), each Holder of a Insured Certificate agrees that the Certificate Insurer shall be treated by the Depositor, the Master Servicer, the Trust Administrator and the Trustee as if the Certificate Insurer were the Holder of all of the Insured Certificates for the purpose (and solely for the purpose) of the giving of any consent, the making of any direction or the exercise of any voting or other control rights otherwise given to the Holders of the Insured Certificates hereunder. (k) With respect to this Article XIII, (i) the term “Receipt” and “

Claims Upon the Policy; Policy Payments Account. (a) If, by the close of business on the third Business Day prior to a Distribution Date, the Trust Administrator Trustee determines that a Deficiency Amount for any Distribution Date is greater than zero, then the Trust Administrator Trustee shall give notice to the Certificate Insurer by telephone or telecopy of the amount of such Deficiency Amount. Such notice of such Deficiency Amount shall be confirmed in writing in the form set forth as Exhibit A to the Endorsement of the Policy, to the Certificate Insurer and the Fiscal Agent (as defined in the Policy), if any, at or before 10:00 a.m. New York time on the second Business Day prior to such Distribution Date. Following Receipt (as defined in the Policy) by the Certificate Insurer of such notice in such form, the Certificate Insurer or the Fiscal Agent will pay any amount payable under the Policy on the later to occur of (i) 12:00 noon New York time on the second Business Day following such receipt and (ii) 12:00 noon New York time on the Distribution Date to which such deficiency relates, as provided in the Endorsement to the Policy. (b) The Trust Administrator Trustee shall establish a separate special purpose trust account for the benefit of Holders of the Class A Certificates and the Certificate Insurer referred to herein as the "Policy Payments Account" over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Trustee shall deposit any amount paid under the Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders of Class A Certificates of the Guaranteed Distribution for which a claim was made, and such amount may not be applied to satisfy any costs, expenses or liabilities of either Servicer, the Master Servicer, the Trustee, the Trust Administrator Trustee or the Trust Fund. Amounts paid under the Policy shall be transferred to the Distribution Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator Trustee to Holders of Class A Certificates in accordance with Section 4.01(c4.01(b) or Section 10.01, as applicable. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution with other funds available to make such payment. However, the amount of any payment of principal of or interest on the Class A Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Register and in the statement to be furnished to Holders of the Class A Certificates and Residual Certificates pursuant to Section 44.02. Funds held in the Policy Payments Account shall not be invested. On any Distribution Date with respect to which a claim has been made under the Policy, the amount of any funds received by the Trustee as a result of any claim under the Policy, to the extent required to make the Guaranteed Distribution on such Distribution Date, shall be withdrawn from the Policy Payments Account and deposited in the Distribution Account and applied by the Trustee, together with the other funds to be withdrawn from the Distribution Account pursuant to Section 4.01(b) or Section 10.01, as applicable, directly to the payment in full of the Guaranteed Distribution due on the Class A Certificates. Funds received by the Trustee as a result of any claim under the Policy shall be deposited by the Trustee in the Policy Payments Account and used solely for payment to the Holders of the Class A Certificates and may not be applied to satisfy any costs, expenses or liabilities of the Master Servicer, the Trustee or the Trust Fund. Any funds remaining in the Policy Payments Account on the first Business Day following a Distribution Date shall be remitted to the Certificate Insurer, pursuant to the instructions of the Certificate Insurer, by the end of such Business Day. (c) The Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Class A Certificate from moneys received under the 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. (d) The Trustee shall promptly notify the Certificate Insurer and Fiscal Agent of any proceeding or the institution of any action, of which a Responsible Officer of the Trustee has actual knowledge, seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership or similar law (a "Preference Claim") of any Guaranteed Distribution made with respect to the Class A Certificates. Each Class A Certificateholder, by its purchase of Class A Certificates, the Master Servicer and the Trustee hereby agree that the Certificate Insurer (so long as no Certificate Insurer Default has occurred and is continuing) 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 such Preference Claim and (ii) 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 rights of the Master Servicer, the Trustee and each Class A Certificateholder 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 court order issued in connection with any such Preference Claim.

Claims Upon the Policy; Policy Payments Account. (a) If, by the close of business on the third fourth Business Day prior to a Distribution Date, the Trust Administrator determines Servicer notifies the Indenture Trustee that a Deficiency Amount for any on such Distribution Date is greater than zerothe funds that are or will be on deposit in the Series 2000-1 Expense Subaccount, Liquidity Reserve Account and the Series 2000-1 Principal Subaccount on such Distribution Date that are available to pay the Guaranteed Distribution on such day will be insufficient to pay such Guaranteed Distribution on such Distribution Date, then the Trust Administrator Indenture Trustee shall give notice to the Certificate Insurer Series Enhancer by telephone or telecopy of the amount of such Deficiency Amountinsufficiency. Such notice of such Deficiency Amount shall be confirmed in writing in the form set forth as Exhibit A to the Endorsement of the Policy, to the Certificate Insurer and the Fiscal Agent (as defined in the Policy), if any, Series Enhancer at or before 10:00 a.m. 11:00 a.m., New York time City time, on the second third Business Day prior to such Distribution Date. Following Receipt (as defined in the Policy) receipt by the Certificate Insurer Series Enhancer of such notice in such form, the Certificate Insurer or the Fiscal Agent Series Enhancer will pay any amount payable under the Policy Series Enhancer Draw Amount to the Indenture Trustee on the later to occur of (i) 12:00 noon 11:00 a.m., New York time City time, on the second third Business Day following such receipt next succeeding presentation to the Series Enhancer and (ii) 12:00 noon 11:00 a.m., New York time City time, on the Distribution Date to which such deficiency relates, as provided in the Endorsement to the Policy. (b) The Trust Administrator Indenture Trustee shall establish a separate special purpose trust account, which account shall be an Eligible Account, for the benefit of Holders of the Class A Certificates and the Certificate Insurer referred to herein as Series 2000-1 Noteholders (the "Policy Payments Account" POLICY PAYMENTS ACCOUNT") over which the Trust Administrator Indenture Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Indenture Trustee shall deposit any amount paid under the Policy Series Enhancer Draw Amount in the Policy Payments Account and distribute such amount only for purposes of payment to Holders of Class A Certificates the Series 2000-1 Noteholders of the Guaranteed Distribution for which a claim was made, and such amount may not be applied to satisfy any costs, expenses or liabilities of either the Servicer, the Master Servicer, the Trustee, the Trust Administrator Indenture Trustee or the Trust FundIssuer. Amounts paid under the Policy The Series Enhancer Draw Amount shall be transferred to the Distribution Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator Paying Agent to Holders of Class A Certificates the Series 2000-1 Noteholders in accordance with Section 4.01(c) or Section 10.01, as applicable5.07. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution with other funds available to make such payment. However, the amount of any payment of principal Monthly Interest or of or interest on the Class A Certificates Series Outstanding Amount to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Register and in the statement to be furnished to Holders of the Class A Certificates Series 2000-1 Noteholders pursuant to Section 45.08(a). Funds held in the Policy Payments Account shall not be invested. On any Distribution Date with respect to which a claim has been made under the Policy, the Series Enhancer Draw Amount shall be withdrawn from the Policy Payments Account and deposited in the Distribution Account and applied by the Paying Agent, together with the other funds to be withdrawn from the Collection Account pursuant to Section 4.05, directly to the payment in full of the Guaranteed Distribution. Any funds remaining in the Policy Payments Account on the first Business Day following a Distribution Date shall be remitted to the Series Enhancer by the end of such Business Day pursuant to the instructions of the Series Enhancer. (c) The Indenture Trustee shall keep a complete and accurate record of the amount of Monthly Interest and of the Series Outstanding Amount paid from moneys received under the Policy. The Series Enhancer shall have the right to inspect such records at reasonable times during normal business hours upon one Business Day's prior notice to the Indenture Trustee. (d) The Indenture Trustee shall promptly notify the Series Enhancer of any proceeding or the institution of any action, of which a Responsible Officer of the Indenture Trustee has actual knowledge, seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership or similar law with respect to a proceeding against or by either Originator, the Transferor, the Servicer, the Issuer or PHH (a "PREFERENCE CLAIM") of any distribution made with respect to the Series 2000-1 Notes. Each Series 2000-1 Noteholder by its purchase of Series 2000-1 Notes, the Issuer and the Indenture Trustee hereby agree that the Series Enhancer (so long as no Series Enhancer 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 such Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limiting the foregoing, the Series Enhancer shall be subrogated to the rights of the Issuer, the Indenture Trustee and each Series 2000-1 Noteholder 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 court order issued in connection with any such Preference Claim. (e) Anything in the Indenture, this Indenture Supplement or any other Transaction Document to the contrary notwithstanding, any payment with respect to amounts due in respect of the Series 2000-1 Notes that is made with monies received pursuant to the terms of the Policy shall not be considered payment on the Series 2000-1 Notes by the Issuer, shall not discharge any obligations of the Issuer to make such payment and shall not result in payment of (or the provision for the payment of) any amounts due in respect of Series 2000-1 Notes for purposes of Section 4.01

Claims Upon the Policy; Policy Payments Account. (a) If, by the close of business at or before 12:00 p.m., New York time, on the third second Business Day prior to a Distribution Date, the Trust Administrator Trustee determines that a Deficiency an Insured Amount for any such Distribution Date is greater than zero, then the Trust Administrator Trustee shall give notice to the Certificate Insurer by telephone or telecopy of the amount of such Deficiency Insured Amount. Such notice of such Deficiency Insured Amount shall be confirmed in writing in the form set forth as Exhibit A to the Endorsement of to the Policy, to the Certificate Insurer and the Fiscal Agent (as defined in the Policy)fiscal agent, if any, at or before 10:00 a.m. 2:00 p.m. New York time on the second Business Day prior to such Distribution Date. Following Receipt (as defined in the Policy) by the Certificate Insurer of such notice in such form, the Certificate Insurer or the Fiscal Agent fiscal agent, if any, will pay any amount payable under the Policy on the later to occur of (i) 12:00 noon New York time on the second Business Day following such receipt and (ii) 12:00 noon New York time on the Distribution Date to which such deficiency Insured Amount relates, as provided in the Endorsement to the Policy. (b) The Trust Administrator Trustee shall establish a separate special purpose segregated non-interest bearing trust account for the benefit of Holders of the Class A Insured Certificates and the Certificate Insurer referred to herein as the "Policy Payments Account" over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Trustee shall deposit any amount paid under the Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders of Class A Insured Certificates of the Guaranteed Distribution Insured Amount or any Preference Amount in respect of a Preference Claim (as defined in the Policy) for which a claim under the Policy was made, and such amount may not be applied to satisfy any costs, expenses or liabilities of either Servicer, the Master Servicer, the Trustee, the Trust Administrator Trustee or the Trust Fund. Amounts paid under the Policy shall be transferred to the Distribution Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator Trustee to Holders of Class A Insured Certificates in accordance with Section 4.01(c4.01(h) or (or, in the case of a Preference Amount, to the related Holders of Insured Certificates as contemplated in Section 10.01, as applicable12.04(d)). It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution with other funds available distributions to make be made to such paymentHolders pursuant to Section 4.01. However, the amount of any payment of principal of or interest on the Class A Insured Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Register and in the statement to be furnished to Holders of the Class A Insured Certificates pursuant to Section 4.

Claims Upon the Policy; Policy Payments Account. (a) If, by In the close event that an Insured Payment becomes due pursuant to the terms of business on the third Business Day prior to a Distribution DateCertificate Insurance Policy, the Trust Administrator determines that Trustee shall submit a Deficiency Amount for any Distribution Date is greater than zero, then Notice (in the Trust Administrator shall give notice form attached to the Certificate Insurer by telephone or telecopy Insurance Policy) in accordance with the terms of the amount of such Deficiency Amount. Such notice of such Deficiency Amount shall Certificate Insurance Policy and in sufficient time that payment will be confirmed in writing in the form set forth as Exhibit A to the Endorsement of the Policy, to made under the Certificate Insurer and the Fiscal Agent (as defined in the Policy), if any, at or before 10:00 a.m. New York time on the second Business Day prior to such Distribution Date. Following Receipt (as defined in the Policy) by the Certificate Insurer of such notice in such form, the Certificate Insurer or the Fiscal Agent will pay any amount payable under the Insurance Policy on the later to occur of (i) 12:00 noon New York time on the second Business Day following such receipt and (ii) 12:00 noon New York time on the related Distribution Date to which such deficiency relates, as provided in the Endorsement to the PolicyDate. (b) The Trust Administrator Trustee shall establish and maintain a separate special purpose trust account for the benefit of Holders the Owners of the Class A Certificates and the Certificate Insurer referred to herein as the "Policy Payments Account" over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Policy Payments Account shall be an Eligible Account. The Trustee shall deposit any amount paid under the Certificate Insurance Policy in into the Policy Payments Account and distribute such amount only for purposes of payment to Holders the Owners of the related Class A Certificates of the Guaranteed Distribution Insured Payments for which a claim was made, made and such amount may not be applied to satisfy any costs, expenses or liabilities of either the Servicer, the Master ServicerSeller, the TrusteeDepositor, the Trust Administrator Custodian, the Trustee or the Trust FundTrust. Amounts paid under the Certificate Insurance Policy shall be transferred to the Distribution Certificate Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator Trustee to Holders Owners of the related Class A Certificates in accordance with Section 4.01(c) or Section 10.01, as applicable7.03(e). It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution Insured Payments with other funds available to make such payment. However, the amount of any payment of principal of or interest on the related Class A Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Register and in the statement to be furnished to Holders Owners of the Class A Certificates pursuant to Section 47.08. Funds held in the Policy Payments Account shall not be invested by the Trustee. On any Distribution Date with respect to which a claim has been made under the Certificate Insurance Policy, the amount of funds received by the Trustee as a result of any claim under the Certificate Insurance Policy, to the extent required to make the Insured Payment on such Distribution Date shall be withdrawn from the Policy Payments Account and deposited in the Certificate Account and applied by the Trustee, directly to the payment in full of the Insured Payment due on the related Class of Class A Certificates in accordance with Section 7.03(e). Funds received by the Trustee as a result of any claim under the Certificate Insurance Policy shall be deposited by the Trustee in the Policy Payments Account and used solely for payment to the Owners of the Class A Certificates and may not be applied to satisfy any costs, expenses or liabilities of the Servicer, the Seller, the Depositor, the Custodian, the Trustee or the Trust. Any funds remaining in the Policy Payments Account on the first Business Day following a Distribution Date shall be remitted to the Certificate Insurer, pursuant to the instructions of the Certificate Insurer, by the end of such Business Day. (c) The Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Class A 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. (d) The Trustee shall promptly notify the Certificate Insurer and Fiscal Agent (as defined in the Certificate Insurance Policy) of any proceeding or the institution of any action, of which an Authorized Officer of the Trustee has actual knowledge, 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 Owner of a Class A Certificate, by its purchase of such Certificate, the Servicer 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 such Preference Claim and (ii) 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 rights of the Servicer, the Trustee and each Owner of a Class A Certificate 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 court order issued in connection with any such Preference Claim.

Claims Upon the Policy; Policy Payments Account. (a) If, by the close Close of business Business on the third Business Day prior to a Distribution Date, the Trust Administrator Trustee determines that a Deficiency Amount for any Distribution Date is greater than zero, then the Trust Administrator Trustee shall give notice to the Certificate Insurer by telephone or telecopy of the amount of such Deficiency Amount. Such notice of such Deficiency Amount shall be confirmed in writing in the form set forth as Exhibit A to the Endorsement of the Policy, to the Certificate Insurer and the Fiscal Agent (as defined in the Policy), if any, at or before 10:00 a.m. New York time on the second Business Day prior to such Distribution Date. Following Receipt (as defined in the Policy) by the Certificate Insurer of such notice in such form, the Certificate Insurer or the Fiscal Agent will pay any amount payable under the Policy on the later to occur of (i) 12:00 noon New York time on the second Business Day following such receipt and (ii) 12:00 noon New York time on the Distribution Date to which such deficiency relates, as provided in the Endorsement to the Policy. (b) The Trust Administrator Trustee shall establish a separate special purpose trust account for the benefit of Holders of the Class A Certificates and the Certificate Insurer referred to herein as the "Policy Payments Account" over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Trustee shall deposit any amount paid under the Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders of Class A Certificates or the Class S Certificates of the Guaranteed Distribution Insured Payment for which a claim was made, and such amount may not be applied to satisfy any costs, expenses or liabilities of either Servicer, the Master Servicer, the Trustee, the Trust Administrator Trustee or the Trust Fund. Amounts paid under the Policy shall be transferred to the Distribution Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator Trustee to Holders of Class A Certificates or the Class S Certificates in accordance with Section 4.01(c) or Section 10.01, as applicable. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution Insured Payment with other funds available to make such payment. However, the amount of any payment of principal of or interest on the Class A Certificates or Class S Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Register and in the statement to be furnished to Holders of the Class A Certificates and the Class S Certificates pursuant to Section 44.03. Funds held in the Policy Payments Account shall not be invested. On any Distribution Date with respect to which a claim has been made under the Policy, the amount of any funds received by the Trustee as a result of any claim under the Policy, to the extent required to make the Insured Payment on such Distribution Date, shall be withdrawn from the Policy Payments Account and deposited in the Distribution Account and applied by the Trustee, together with the other funds to be withdrawn from the Distribution Account pursuant to Section 4.01(c) or Section 10.01, as applicable, directly to the payment in full of the Insured Payment due on the Class A Certificates. Funds received by the Trustee as a result of any claim under the Policy shall be deposited by the Trustee in the Policy Payments Account and used solely for payment to the Holders of the Class A Certificates and the Class S Certificates and may not be applied to satisfy any costs, expenses or liabilities of the Master Servicer, the Trustee, or the Trust Fund. Any funds remaining in the Policy Payments Account on the first Business Day following a Distribution Date shall be remitted to the Certificate Insurer, pursuant to the instructions of the Certificate Insurer, by the end of such Business Day. (c) The Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Class A Certificate or any Class S Certificate from moneys received under the 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. (d) The Trustee shall promptly notify the Certificate Insurer and Fiscal Agent of any proceeding or the institution of any action, of which a Responsible Officer of the Trustee has actual knowledge seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership or similar law (a "Preference Claim") of any Insured Payment made with respect to the Class A Certificates. Each Holder of the Class A Certificates and the Class S Certificates, by its purchase of such Certificates, the Master Servicer, and the Trustee hereby agree that the Certificate Insurer (so long as no Insurer Default has occurred and is continuing) 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 such Preference Claim and (ii) 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 rights of the Master Servicer, the Trustee, and each Holder of the Class A Certificates and the Class S Certificates 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 court order issued in connection with any such Preference Claim.

Claims Upon the Policy; Policy Payments Account. (a) If, by the close Close of business Business on the third Business Day prior to a Distribution Date, the Trust Administrator Trustee determines that a Deficiency Amount for any Distribution Date is greater than zero, then the Trust Administrator Trustee shall give notice to the Certificate Insurer by telephone or telecopy of the amount of such Deficiency Amount. Such notice of such Deficiency Amount shall be confirmed in writing in the form set forth as Exhibit A to the Endorsement of the Policy, to the Certificate Insurer and the Fiscal Agent (as defined in the Policy), if any, at or before 10:00 a.m. New York time on the second Business Day prior to such Distribution Date. Following Receipt (as defined in the Policy) by the Certificate Insurer of such notice in such form, the Certificate Insurer or the Fiscal Agent will pay any amount payable under the Policy on the later to occur of (i) 12:00 noon New York time on the second Business Day following such receipt and (ii) 12:00 noon New York time on the Distribution Date to which such deficiency relates, as provided in the Endorsement to the Policy. (b) The Trust Administrator Trustee shall establish a separate special purpose trust account for the benefit of Holders of the Class A Certificates and the Certificate Insurer referred to herein as the "Policy Payments Account" over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Trustee shall deposit any amount paid under the Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders of Class A Certificates or the Class S Certificates of the Guaranteed Distribution Insured Payment for which a claim was made, and such amount may not be applied to satisfy any costs, expenses or liabilities of either Servicer, the Master Servicer, the Trustee, the Trust Administrator Trustee or the Trust Fund. Amounts paid under the Policy shall be transferred to the Distribution Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator Trustee to Holders of Class A Certificates or the Class S Certificates in accordance with Section 4.01(c) or Section 10.01, as applicable. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution Insured Payment with other funds available to make such payment. However, the amount of any payment of principal of or interest on the Class A Certificates or Class S Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Register and in the statement to be furnished to Holders of the Class A Certificates and the Class S Certificates pursuant to Section 44.03. Funds held in the Policy Payments Account shall not be invested. On any Distribution Date with respect to which a claim has been made under the Policy, the amount of any funds received by the Trustee as a result of any claim under the Policy, to the extent required to make the Insured Payment on such Distribution Date, shall be withdrawn from the Policy Payments Account and deposited in the Distribution Account and applied by the Trustee, together with the other funds to be withdrawn from the Distribution Account pursuant to Section 4.01(c) or Section 10.01, as applicable, directly to the payment in full of the Insured Payment due on the Class A Certificates. Funds received by the Trustee as a result of any claim under the Policy shall be 121 deposited by the Trustee in the Policy Payments Account and used solely for payment to the Holders of the Class A Certificates and the Class S Certificates and may not be applied to satisfy any costs, expenses or liabilities of the Master Servicer, the Trustee, or the Trust Fund. Any funds remaining in the Policy Payments Account on the first Business Day following a Distribution Date shall be remitted to the Certificate Insurer, pursuant to the instructions of the Certificate Insurer, by the end of such Business Day. (c) The Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Class A Certificate or any Class S Certificate from moneys received under the 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. (d) The Trustee shall promptly notify the Certificate Insurer and Fiscal Agent of any proceeding or the institution of any action, of which a Responsible Officer of the Trustee has actual knowledge seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership or similar law (a "Preference Claim") of any Insured Payment made with respect to the Class A Certificates. Each Holder of the Class A Certificates and the Class S Certificates, by its purchase of such Certificates, the Master Servicer, and the Trustee hereby agree that the Certificate Insurer (so long as no Insurer Default has occurred and is continuing) 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 such Preference Claim and (ii) 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 rights of the Master Servicer, the Trustee, and each Holder of the Class A Certificates and the Class S Certificates 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 court order issued in connection with any such Preference Claim. (e) Until otherwise directed by the Certificate Insurer, any payment to the Certificate Insurer from Reserve Fund II pursuant to Section 3.28 in respect of a current Deficiency Amount shall be deposited by the Trustee in the Policy Payments Account and treated in all respects as a payment by the Certificate Insurer under the Policy. The notice of such Deficiency Amount referred to in subsection (a) hereof shall identify the amount of such transfer and the additional amount, if any, necessary to be paid pursuant to the Policy.

Claims Upon the Policy; Policy Payments Account. (a) If, by In the close event that an Insured Payment becomes due pursuant to the terms of business on the third Business Day prior to a Distribution DateCertificate Insurance Policy, the Trust Administrator determines that Trustee shall submit a Deficiency Amount for any Distribution Date is greater than zero, then the Trust Administrator shall give notice to the Certificate Insurer by telephone or telecopy of the amount of such Deficiency Amount. Such notice of such Deficiency Amount shall be confirmed in writing Notice (in the form set forth as Exhibit A to the Endorsement of the Policy, to the Certificate Insurer and the Fiscal Agent (as defined in the Policy), if any, at or before 10:00 a.m. New York time on the second Business Day prior attached to such Distribution Date. Following Receipt (as defined in the Certificate Insurance Policy) by in accordance with the Certificate Insurer terms of such notice in such form, the Certificate Insurer or the Fiscal Agent will pay any amount payable under the Policy on the later to occur of (i) 12:00 noon New York time on the second Business Day following such receipt and (ii) 12:00 noon New York time on the Distribution Date to which such deficiency relates, as provided in the Endorsement to the Insurance Policy. (b) The Trust Administrator Trustee shall establish and maintain a separate special purpose trust account for the benefit of Holders the Owners of the Class A Certificates and the Certificate Insurer referred to herein as the "Policy Payments Account" over which the Trust Administrator shall have exclusive control and sole right of withdrawal. The Trust Administrator Policy Payments Account shall be an Eligible Account. The Trustee shall deposit any amount paid under the Policy Certificate Insurance Policies in the Policy Payments Account and distribute such amount only for purposes of payment to Holders the Owners of the related Class A Certificates of the Guaranteed Distribution Insured Payments for which a claim was made, made and such amount may not be applied to satisfy any costs, expenses or liabilities of either the Servicer, the Master ServicerSeller, the TrusteeDepositor, the Trust Administrator Custodian, the Trustee or the Trust FundTrust. Amounts paid under the related Certificate Insurance Policy shall be transferred to the Distribution Certificate Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator Trustee to Holders Owners of the related Class A Certificates in accordance with Section 4.01(c) or Section 10.01, as applicable7.03. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution Insured Payments with other funds available to make such payment. However, the amount of any payment of principal of or interest on the related Class A Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Register and in the statement to be furnished to Holders Owners of the Class A Certificates pursuant to Section 47.

Claims Upon the Policy; Policy Payments Account. (a) If, by the close of business on the third Business Day prior to a Distribution Date, the Trust Administrator determines that a Deficiency Amount sum of the funds then on deposit in the Collection Account for any the related Collection Period which are payable to each Class of Investor Certificates pursuant to Sections 5.01(a) (excluding the amount, if any, payable pursuant to clauses (vii) and (xiii) thereof) and (b) (after giving effect to the distribution of the related Trustee Fee and the related Premium) and the amount, if any, deposited into the Collection Account pursuant to Section 4.05 are insufficient to pay the Guaranteed Distribution for each Class of Investor Certificates on such Distribution Date is greater than zero(after application of Subordinated Transferor Collections, Crossover Amounts and amounts on deposit in the Reserve Fund), then the Trust Administrator Trustee shall give notice to the Certificate Insurer Credit Enhancer by telephone or telecopy of the amount equal to the Credit Enhancement Draw Amount for such Class of such Deficiency AmountInvestor Certificates. Such notice of such Deficiency Amount sum shall be confirmed in writing in the form of Notice of Nonpayment and Demand for Payment of Insured Amounts set forth as Exhibit A to the Endorsement of the Policy, to the Certificate Insurer and the Fiscal Agent (as defined in the Policy), if any, Credit Enhancer at or before 10:00 a.m. a.m., New York time City time, on the second Business Day prior to such Distribution Date. Following Receipt (as defined in the Policy) receipt by the Certificate Insurer Credit Enhancer of such notice in such form, the Certificate Insurer or the Fiscal Agent Credit Enhancer will pay any amount payable under the Policy with respect to such Class of Investor Certificates as set forth in such form on the later to occur of (i) 12:00 noon noon, New York time City time, on the second Business Day following such receipt and (ii) 12:00 noon noon, New York time City time, on the Distribution Date to which such deficiency relates, as provided in the Endorsement to the Policy. (b) The Trust Administrator Trustee shall establish a separate special purpose trust account, which account shall be an Eligible Account, for the benefit of Holders of the Class A Investor Certificates and the Certificate Insurer Credit Enhancer referred to herein as the "Policy Payments Account" over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Trustee shall deposit any amount paid under the Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders of Class A the Investor Certificates of the Guaranteed Distribution with respect to the related Class of Investor Certificates for which a claim was made, made and such amount may not be applied to satisfy any costs, expenses or liabilities of either Servicer, the Master Servicer, the Trustee, the Trust Administrator Trustee or the Trust FundTrust. Amounts paid under the Policy shall be transferred to the Distribution Collection Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator Trustee to Holders of the related Class A of Investor Certificates in accordance with Section 4.01(c) or Section 10.01, as applicable5.01. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution to such Class with other funds available to make such payment. However, the amount of any payment of principal of or interest on the related Class A of Investor Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Register and in the statement to be furnished to Holders of the Class A Investor Certificates pursuant to Section 45.03. Funds held in the Policy Payments Account shall not be invested. On any Distribution Date with respect to which a claim has been made under the Policy, the amount of any funds received by the Trustee as a result of any claim under the Policy, to the extent required to make the Guaranteed Distribution on the related Class of Investor Certificates on such Distribution Date, shall be withdrawn from the Policy Payments Account and deposited in the Collection Account and applied by the Trustee, together with the other funds to be withdrawn from the Collection Account or the Reserve Fund pursuant to Section 5.01 directly to the payment in full of the Guaranteed Distribution due on such Class of Investor Certificates. Any funds received by the Trustee shall be used solely for payment to the Holders of Investor Certificates and may not be applied to satisfy any costs, expenses or liabilities of the Master Servicer, the Trustee or the Trust. Any funds remaining in the Policy Payments Account on the first Business Day following a Distribution Date shall be remitted to the Credit Enhancer, pursuant to the instructions of the Credit Enhancer, by the end of such Business Day. (c) The Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Investor Certificate from moneys received under the Policy. The Credit Enhancer 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. (d) The Trustee shall promptly notify the Credit Enhancer of any proceeding or the institution of any action, of which a Responsible Officer of the Trustee has actual knowledge, 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 Investor ---------------- Certificates (other than Basis Risk Carryforward). Each Investor Certificateholder, by its purchase of Investor Certificates, the Master Servicer and the Trustee hereby agree that, the Credit Enhancer (so long as no Credit Enhancer 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 such Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Credit Enhancer shall be subrogated to the rights of the Master Servicer, the Trustee and each Investor Certificateholder 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 court order issued in connection with any such Preference Claim.

Claims Upon the Policy; Policy Payments Account. (a) If, by the close of business on the third Business Day prior to a Distribution Date, the Trust Administrator determines that a Deficiency Amount sum of the funds then on deposit in the Collection Account for any the related Collection Period which are payable to the Investor Certificateholders pursuant to Sections 5.01(a) (excluding the amount, if any, payable pursuant to clause (vii) thereof) and (b) (after giving effect to the distribution of the Trustee Fee and the Premium) and the amount, if any, deposited into the Collection Account pursuant to Section 4.05 are insufficient to pay the Guaranteed Distribution on such Distribution Date is greater than zero(after application of Subordinated Transferor Collections), then the Trust Administrator Trustee shall give notice to the Certificate Insurer Credit Enhancer by telephone or telecopy of the amount of such Deficiency equal to the Credit Enhancement Draw Amount. Such notice of such Deficiency Amount sum shall be confirmed in writing in the form of Notice of Nonpayment and Demand for Payment of Insured Amounts set forth as Exhibit A to the Endorsement of the Policy, to the Certificate Insurer and the Fiscal Agent (as defined in the Policy), if any, Credit Enhancer at or before 10:00 a.m. a.m., New York time City time, on the second Business Day prior to such Distribution Date. Following Receipt (as defined in the Policy) receipt by the Certificate Insurer Credit Enhancer of such notice in such form, the Certificate Insurer or the Fiscal Agent Credit Enhancer will pay any amount payable under the Policy as set forth in such form on the later to occur of (i) 12:00 noon noon, New York time City time, on the second Business Day following such receipt and (ii) 12:00 noon noon, New York time City time, on the Distribution Date to which such deficiency relates, as provided in the Endorsement to the Policy. (b) The Trust Administrator Trustee shall establish a separate special purpose trust account, which account shall be an Eligible Account, for the benefit of Holders of the Class A Investor Certificates and the Certificate Insurer Credit Enhancer referred to herein as the "Policy Payments Account" over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Trustee shall deposit any amount paid under the Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders of Class A the Investor Certificates of the Guaranteed Distribution for which a claim was made, made and such amount may not be applied to satisfy any costs, expenses or liabilities of either Servicer, the Master Servicer, the Trustee, the Trust Administrator Trustee or the Trust FundTrust. Amounts paid under the Policy shall be transferred to the Distribution Collection Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator Trustee to Holders of Class A Investor Certificates in accordance with Section 4.01(c) or Section 10.01, as applicable5.01. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution with other funds available to make such payment. However, the amount of any payment of principal of or interest on the Class A Investor Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Register and in the statement to be furnished to Holders of the Class A Investor Certificates pursuant to Section 45.03. Funds held in the Policy Payments Account shall not be invested. On any Distribution Date with respect to which a claim has been made under the Policy, the amount of any funds received by the Trustee as a result of any claim under the Policy, to the extent required to make the Guaranteed Distribution on such Distribution Date, shall be withdrawn from the Policy Payments Account and deposited in the Collection Account and applied by the Trustee, together with the other funds to be withdrawn from the Collection Account pursuant to Section 5.01 directly to the payment in full of the Guaranteed Distribution due on the Investor Certificates. Any funds received by the Trustee shall be used solely for payment to the Holders of Investor Certificates and may not be applied to satisfy any costs, expenses or liabilities of the Master Servicer, the Trustee or the Trust. Any funds remaining in the Policy Payments Account on the first Business Day following a Distribution Date shall be remitted to the Credit Enhancer, pursuant to the instructions of the Credit Enhancer, by the end of such Business Day. (c) The Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Investor Certificate from moneys received under the Policy. The Credit Enhancer 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. (d) The Trustee shall promptly notify the Credit Enhancer of any proceeding or the institution of any action, of which a Responsible Officer of the Trustee has actual knowledge, 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 Investor Certificates. Each Investor Certificateholder, by its purchase of Investor Certificates, the Master Servicer and the Trustee hereby agree that, the Credit Enhancer (so long as no Credit Enhancer 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 such Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Credit Enhancer shall be subrogated to the rights of the Master Servicer, the Trustee and each Investor Certificateholder 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 court order issued in connection with any such Preference Claim.

Claims Upon the Policy; Policy Payments Account. (a) If, by the close of business at or before 2:00 p.m., New York time, on the third second Business Day prior to a Distribution Date, the Trust Administrator Trustee determines that a Deficiency Amount Guaranteed Distributions Shortfall for any such Distribution Date is greater than zero, then the Trust Administrator Trustee shall give notice to the Certificate Insurer by telephone or telecopy of the amount of such Deficiency AmountGuaranteed Distributions Shortfall. Such notice of such Deficiency Amount Guaranteed Distributions Shortfall shall be confirmed in writing in the form set forth as Exhibit A to the Endorsement of to the Policy, to the Certificate Insurer and the Fiscal Agent (as defined in the Policy), if any, at or before 10:00 a.m. 2:00 p.m. New York time on the second Business Day prior to such Distribution Date. Following Receipt (as defined in the Policy) by the Certificate Insurer of such notice in such form, the Certificate Insurer or the Fiscal Agent will shall pay any amount payable under the Policy on the later to occur of (i) 12:00 noon New York time on the second Business Day following such receipt and (ii) 12:00 noon New York time on the Distribution Date to which such deficiency Guaranteed Distributions Shortfall relates, as provided in the Endorsement to the Policy. (b) The Trust Administrator Trustee shall establish a separate special purpose segregated non-interest bearing trust account for the benefit of Holders of the Class A Insured Certificates and the Certificate Insurer referred to herein as the "Policy Payments Account" over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Trustee shall deposit any amount paid under the Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders of Class A Insured Certificates of the Guaranteed Distribution Distributions Shortfall or any amount in respect of a Preference Claim (as defined in the Policy) for which a claim under the Policy was made, and such amount may not be applied to satisfy any costs, expenses or liabilities of either Servicer, the Master Servicer, the Trustee, the Trust Administrator Trustee or the Trust Fund. Amounts paid under the Policy shall be transferred to the Distribution Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator Trustee to Holders of Class A Insured Certificates in accordance with Section 4.01(c4.01(h) or (or, in the case of an amount in respect of a Preference Claim, to the related Holders of Insured Certificates as contemplated in Section 10.01, as applicable12.04(d)). It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution with other funds available distributions to make be made to such paymentHolders pursuant to Section 4.01. However, the amount of any payment of principal of or interest on the Class A Insured Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Register and in the statement to be furnished to Holders of the Class A Insured Certificates pursuant to Section 44.02. Funds held in the Policy Payments Account shall not be invested. On any Distribution Date with respect to which a claim has been made under the Policy, the amount of any funds received by the Trustee as a result of any claim under the Policy, to the extent required to pay the Guaranteed Distributions Shortfall on such Distribution Date, shall be withdrawn from the Policy Payments Account and deposited in the Distribution Account and applied by the Trustee, directly to the payment in full of the Guaranteed Distributions Shortfall due on the Insured Certificates. Funds received by the Trustee as a result of any claim under the Policy shall be deposited by the Trustee in the Policy Payments Account and used solely for payment to the Holders of the Insured Certificates and may not be applied to satisfy any costs, expenses or liabilities of the Master Servicer, the Trustee or the Trust Fund. Any funds remaining in the Policy Payments Account on the first Business Day following a Distribution Date shall be remitted to the Certificate Insurer, pursuant to the instructions of the Certificate Insurer, by the end of such Business Day. (c) The Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Insured Certificate from moneys received under the Policy. The Certificate Insurer shall have the right to inspect such records at reasonable times during normal business hours upon two Business Days' prior notice to the Trustee. (d) The Trustee shall promptly notify the Certificate Insurer and Fiscal Agent of any proceeding or the institution of any action, of which a Responsible Officer of the Trustee has actual knowledge, seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership or similar law (a "Preference Claim") of any Guaranteed Distribution (as defined in the Policy) made with respect to the Insured Certificates. Each Holder of the Insured Certificates, by its purchase of such Certificates, the Master Servicer and the Trustee hereby agree that the Certificate Insurer (so long as no Certificate Insurer Default has occurred and is continuing) 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 such Preference Claim and (ii) 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 rights of the Master Servicer, the Trustee and each Holder of the Insured Certificates 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 court order issued in connection with any such Preference Claim.

Claims Upon the Policy; Policy Payments Account. (a) If, by the close of business at or before 12:00 p.m., New York time, on the third second Business Day prior to a Distribution Date, the Trust Administrator Trustee determines that a Deficiency an Insured Amount for any such Distribution Date is greater than zero, then the Trust Administrator Trustee shall give notice to the Certificate Insurer by telephone or telecopy of the amount of such Deficiency Insured Amount. Such notice of such Deficiency Insured Amount shall be confirmed in writing in the form set forth as Exhibit A to the Endorsement of to the Policy, to the Certificate Insurer and the Fiscal Agent (as defined in the Policy)fiscal agent, if any, at or before 10:00 a.m. 2:00 p.m. New York time on the second Business Day prior to such Distribution Date. Following Receipt (as defined in the Policy) by the Certificate Insurer of such notice in such form, the Certificate Insurer or the Fiscal Agent fiscal agent, if any, will pay any amount payable under the Policy on the later to occur of (i) 12:00 noon New York time on the second Business Day following such receipt and (ii) 12:00 noon New York time on the Distribution Date to which such deficiency Insured Amount relates, as provided in the Endorsement to the Policy. (b) The Trust Administrator Trustee shall establish a separate special purpose segregated non-interest bearing trust account for the benefit of Holders of the Class A Insured Certificates and the Certificate Insurer referred to herein as the "Policy Payments Account" over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Trustee shall deposit any amount paid under the Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders of Class A Insured Certificates of the Guaranteed Distribution Insured Amount or any Preference Amount in respect of a Preference Claim (as defined in the Policy) for which a claim under the Policy was made, and such amount may not be applied to satisfy any costs, expenses or liabilities of either Servicer, the Master Servicer, the Trustee, the Trust Administrator Trustee or the Trust Fund. Amounts paid under the Policy shall be transferred to the Distribution Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator Trustee to Holders of Class A Insured Certificates in accordance with Section 4.01(c4.01(h) or (or, in the case of a Preference Amount in respect of a Preference Claim, to the related Holders of Insured Certificates as contemplated in Section 10.01, as applicable12.04(d)). It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution with other funds available distributions to make be made to such paymentHolders pursuant to Section 4.01. However, the amount of any payment of principal of or interest on the Class A Insured Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Register and in the statement to be furnished to Holders of the Class A Insured Certificates pursuant to Section 4.

Claims Upon the Policy; Policy Payments Account. (a) If, by the close of business at or before 12:00 p.m., New York time, on the third second Business Day prior to a Distribution Date, the Trust Securities Administrator determines that a Deficiency the Available Distribution Amount for any such Distribution Date is greater than zerodistributable to the Holders of the Insured Certificates pursuant to Section 4.01 will be insufficient to pay the Guaranteed Distributions on such Distribution Date, then the Trust Securities Administrator shall determine the amount of any such deficiency and shall give notice to the Certificate Insurer by telephone or telecopy of the amount of such Deficiency Amount. Such notice of such Deficiency Amount shall be confirmed in writing in the form set forth as Exhibit A to the Endorsement of the Policy, to the Certificate Insurer and the Fiscal Agent (as defined in the Policy), if any, by telephone, electronic mail or telecopy of the amount of such deficiency. Such notice of such Guaranteed Distribution shall be confirmed in writing in the form set forth as Exhibit A to the Endorsement to the Policy, to the Certificate Insurer at or before 10:00 a.m. 2:00 p.m. New York time on the second Business Day prior to such Distribution Date. Following Receipt (as defined in the Policy) by the Certificate Insurer of such notice in such form, the Certificate Insurer or the Fiscal Agent will pay any amount payable under the Policy on the later to occur of (i) 12:00 noon New York time on the second Business Day following such receipt and (ii) 12:00 noon New York time on the Distribution Date to which such deficiency claims relates, as provided in the Endorsement to the Policy. (b) The Trust Trustee hereby appoints the Securities Administrator as its agent in connection with the receipt and distribution of all amounts required to be paid by the Certificate Insurer under the Policy and the providing of any notices required to be provided thereunder. The Securities Administrator shall establish a separate special purpose segregated non-interest bearing trust account for the benefit of Holders of the Class A Insured Certificates and the Certificate Insurer referred to herein as the "“Policy Payments Account" ” over which the Trust Securities Administrator shall have exclusive control and sole right of withdrawal. The Trust Securities Administrator shall deposit any amount paid under the Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders of Class A Insured Certificates of the Guaranteed Distribution or any amount in respect of a Preference Claim (as defined in the Policy) for which a claim under the Policy was made, and such amount may not be applied to satisfy any costs, expenses or liabilities of either Servicer, the Master Servicer, the TrusteeSecurities Administrator, the Trust Administrator Trustee or the Trust Fund. Amounts paid under the Policy shall be transferred to the Distribution Account in accordance with the next succeeding paragraph and disbursed by the Trust Securities Administrator to Holders of Class A Insured Certificates in accordance with Section 4.01(c) or 4.1 (or, in the case of an amount in respect of a Preference Claim, to the related Holders of Insured Certificates as contemplated in Section 10.01, as applicable12.4(d)). It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution with other funds available distributions to make be made to such paymentHolders pursuant to Section 4.1. However, the amount of any payment of principal of or interest on the Class A Insured Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Register and in the statement to be furnished to Holders of the Class A Insured Certificates pursuant to Section 44.3. Funds held in the Policy Payments Account shall not be invested. (c) On any Distribution Date with respect to which a claim has been made under the Policy, the amount of any funds received by the Securities Administrator as a result of any claim under the Policy, to the extent required to pay the Guaranteed Distributions on such Distribution Date, shall be withdrawn from the Policy Payments Account and deposited in the Distribution Account and applied by the Securities Administrator, directly to the payment in full of the Guaranteed Distributions due on the Insured Certificates. Funds received by the Securities Administrator as a result of any claim under the Policy shall be deposited by the Securities Administrator in the Policy Payments Account and used solely for payment to the Holders of the Insured Certificates and may not be applied to satisfy any costs, expenses or liabilities of the Master Servicer, the Securities Administrator, the Trustee or the Trust Fund. Any funds remaining in the Policy Payments Account on the first Business Day following a Distribution Date shall be remitted to the Certificate Insurer, pursuant (and subject to receipt of) to the instructions of the Certificate Insurer, by the end of such Business Day.

Claims Upon the Policy; Policy Payments Account. (a) If, by In the close event that an Insured Payment becomes due pursuant to the terms of business on the third Business Day prior to a Distribution DateCertificate Insurance Policy, the Trust Administrator determines that Trustee shall submit a Deficiency Amount for any Distribution Date is greater than zero, then Notice (in the Trust Administrator shall give notice form attached to the Certificate Insurer by telephone or telecopy Insurance Policy) in accordance with the terms of the amount of such Deficiency Amount. Such notice of such Deficiency Amount shall Certificate Insurance Policy and in sufficient time that payment will be confirmed in writing in the form set forth as Exhibit A to the Endorsement of the Policy, to made under the Certificate Insurer and the Fiscal Agent (as defined in the Policy), if any, at or before 10:00 a.m. New York time on the second Business Day prior to such Distribution Date. Following Receipt (as defined in the Policy) by the Certificate Insurer of such notice in such form, the Certificate Insurer or the Fiscal Agent will pay any amount payable under the Insurance Policy on the later to occur of (i) 12:00 noon New York time on the second Business Day following such receipt and (ii) 12:00 noon New York time on the related Distribution Date to which such deficiency relates, as provided in the Endorsement to the PolicyDate. (b) The Trust Administrator Trustee shall establish and maintain a separate special purpose trust account for the benefit of Holders the Owners of the Class A Certificates and the Certificate Insurer referred to herein as the "Policy Payments Account" over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Policy Payments Account shall be an Eligible Account. The Trustee shall deposit any amount paid under the Certificate Insurance Policy in into the Policy Payments Account and distribute such amount only for purposes of payment to Holders the Owners of the related Class A Certificates of the Guaranteed Distribution Insured Payments for which a claim was made, made and such amount may not be applied to satisfy any costs, expenses or liabilities of either the Servicer, the Master ServicerSeller, the TrusteeDepositor, the Trust Administrator Custodian, the Trustee or the Trust FundTrust. Amounts paid under the Certificate Insurance Policy shall be transferred to the Distribution Certificate Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator Trustee to Holders Owners of the related Class A Certificates in accordance with Section 4.01(c) or Section 10.01, as applicable7.03(e). It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution Insured Payments with other funds available to make such payment. However, the amount of any payment of principal of or interest on the related Class A Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Register and in the statement to be furnished to Holders Owners of the Class A Certificates 139 pursuant to Section 47.08. Funds held in the Policy Payments Account shall not be invested by the Trustee. On any Distribution Date with respect to which a claim has been made under the Certificate Insurance Policy, the amount of funds received by the Trustee as a result of any claim under the Certificate Insurance Policy, to the extent required to make the Insured Payment on such Distribution Date shall be withdrawn from the Policy Payments Account and deposited in the Certificate Account and applied by the Trustee, directly to the payment in full of the Insured Payment due on the related Class of Class A Certificates in accordance with Section 7.03(e). Funds received by the Trustee as a result of any claim under the Certificate Insurance Policy shall be deposited by the Trustee in the Policy Payments Account and used solely for payment to the Owners of the Class A Certificates and may not be applied to satisfy any costs, expenses or liabilities of the Servicer, the Seller, the Depositor, the Custodian, the Trustee or the Trust. Any funds remaining in the Policy Payments Account on the first Business Day following a Distribution Date shall be remitted to the Certificate Insurer, pursuant to the instructions of the Certificate Insurer, by the end of such Business Day. (c) The Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Class A 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. (d) The Trustee shall promptly notify the Certificate Insurer and Fiscal Agent (as defined in the Certificate Insurance Policy) of any proceeding or the institution of any action, of which an Authorized Officer of the Trustee has actual knowledge, 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 Owner of a Class A Certificate by its purchase of such Certificate, the Servicer 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 such Preference Claim and (ii) 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 rights of the Servicer, the Trustee and each Owner of a Class A Certificate 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 court order issued in connection with any such Preference Claim.

Claims Upon the Policy; Policy Payments Account. (a) If, by the close of business at or before 12:00 p.m., New York time, on the third second Business Day prior to a Distribution Date, the Trust Securities Administrator determines that a Deficiency the Available Payment Amount for such Payment Date distributable to the Holders of the Insured Notes pursuant to Section 6.01 will be insufficient to pay the Scheduled Payments on such Payment Date, the Securities Administrator shall determine the amount of any Distribution Date is greater than zero, then the Trust Administrator such deficiency and shall give notice to the Certificate Note Insurer and the Fiscal Agent (as defined in the Policy), if any, by telephone telephone, electronic mail or telecopy of the amount of such Deficiency Amountdeficiency. Such notice of such Deficiency Amount Scheduled Payment shall be confirmed in writing in the form set forth as Exhibit A to the Endorsement of to the Policy, to the Certificate Note Insurer and the Fiscal Agent (as defined in the Policy), if any, at or before 10:00 a.m. 12:00 p.m. New York time on the second Business Day prior to such Distribution Payment Date. Following Receipt (as defined in the Policy) by the Certificate Note Insurer of such notice in such form, the Certificate Note Insurer or the Fiscal Agent will pay any amount payable under the Policy on the later to occur of (i) 12:00 noon New York time on the second Business Day following such receipt and (ii) 12:00 noon New York time on the Distribution Payment Date to which such deficiency claims relates, as provided in the Endorsement to the Policy. (b) The Trust Securities Administrator is hereby appointed to act as agent of the Indenture Trustee in connection with the receipt and distribution of all amounts required to be paid by the Note Insurer under the Policy and the providing of any notices required to be provided thereunder. The Securities Administrator shall establish a separate special purpose segregated non-interest bearing trust account for the benefit of Holders of the Class A Certificates Insured Notes and the Certificate Note Insurer referred to herein as the "“Policy Payments Account" ” over which the Trust Securities Administrator shall have exclusive control and sole right of withdrawal. The Trust Securities Administrator shall deposit any amount paid under the Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders of Class A Certificates Insured Notes of the Guaranteed Distribution Scheduled Payment or any amount in respect of a Preference Claim (as defined in the Policy) for which a claim under the Policy was made, and such amount may not be applied to satisfy any costs, expenses or liabilities of either Servicer, the Master Servicer, the Trustee, the Trust Administrator or the Trust Fundany other Person. Amounts paid under the Policy shall be transferred to the Distribution Payment Account in accordance with the next succeeding paragraph and disbursed by the Trust Securities Administrator to Holders of Class A Certificates Insured Notes in accordance with Section 4.01(c) or 6.01 (or, in the case of an amount in respect of a Preference Claim, to the related Holders of Insured Notes as contemplated in Section 10.01, as applicable10.04(d)). It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution with other funds available payments to make be made to such paymentHolders pursuant to Section 6.01. However, the amount of any payment of principal of or interest on the Class A Certificates Insured Notes to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Note Register and in the statement to be furnished to Holders of the Class A Certificates Insured Notes pursuant to Section 46.04. Funds held in the Policy Payments Account shall not be invested. (c) On any Distribution Date with respect to which a claim has been made under the Policy, the amount of any funds received by the Securities Administrator as a result of any claim under the Policy, to the extent required to pay the Scheduled Payments on such Payment Date, shall be withdrawn from the Policy Payments Account and deposited in the Payment Account and applied by the Securities Administrator, directly to the payment in full of the Scheduled Payments due on the Insured Notes. Funds received by the Securities Administrator as a result of any claim under the Policy shall be deposited by the Securities Administrator in the Policy Payments Account and used solely for payment to the Holders of the Insured Notes and may not be applied to satisfy any costs, expenses or liabilities of the Master Servicer, the Securities Administrator, the Trustee or the Trust Estate. Any funds remaining in the Policy Payments Account on the first Business Day following a Payment Date shall be remitted to the Note Insurer, pursuant (and subject to receipt of) to the instructions of the Note Insurer, by the end of such Business Day. (d) The Securities Administrator shall keep complete and accurate records in respect of (i) all funds remitted to it by the Note Insurer and (ii) the allocation of such funds to (A) payments of interest on and principal in respect of any Insured Notes, (B) Realized Losses allocated to the Insured Notes and (C) the amount of funds available to make payments on the Insured Notes pursuant to Section 6.01. The Note Insurer shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days’ prior notice to the Securities Administrator. (e) The Securities Administrator shall promptly notify the Note Insurer of: (A) the commencement of any proceeding of which a Responsible Officer of the Securities Administrator has actual knowledge 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 of which a Responsible Officer of the Securities Administrator has actual knowledge 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 Notes. If payment of any amount avoided as a preference under applicable bankruptcy, insolvency, receivership or similar law is required to be made under the Policy, the Note Insurer shall cause that payment to be made on the later of (a) the date when due to be paid pursuant to the order described below and (b) the first to occur of (1) the fourth Business Day following receipt by the Note Insurer from the Securities Administrator of: (A) a certified copy of the order (the “Order”) of the court or other governmental body which exercised jurisdiction to the effect that the related Noteholder is required to return principal or interest paid on such certificate during the term of the related Policy because those distributions were avoidable as preference payments under applicable bankruptcy law, (B) a certificate of the related Noteholder that the Order has been entered and is not subject to any stay, and (C) an assignment duly executed and delivered by the related Noteholder in the form as is reasonably required by the Policy and provided to the related Noteholder by the Note Insurer, irrevocably assigning to the Note Insurer all rights and claims of the related holder, as applicable, relating to or arising under the Offered Notes against the trust or otherwise with respect to the preference payment, and (2) the date of receipt by the Note Insurer from the Securities Administrator of the items referred to in clauses (A), (B) and (C) above if, at least four Business Days prior to the date of receipt, the Note Insurer shall have received written notice from the Securities Administrator that the items referred to in clauses (A), (B) and (C) above were to be delivered on that date and that date was specified in the notice. Payment shall be disbursed to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order and not to the Securities Administrator or any holder of a note directly, unless such holder has previously paid that amount to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order in which case the payment shall be disbursed to the Securities Administrator for distribution to the Noteholder upon proof of payment reasonably satisfactory to the Note Insurer. In connection with the foregoing, the Note Insurer shall have the rights provided pursuant to the Indenture of the holders of the Offered Notes, including, without limitation, the right to direct all matters relating to any preference claim and subrogation to the rights of the Indenture Trustee and each holder of a note in the conduct of any proceeding with respect to a preference claim. Each Holder of an Insured Note, by its purchase of such Note, the Master Servicer, the Securities Administrator and the Indenture Trustee hereby agree that the Note Insurer (so long as no Note Insurer Default has occurred and is continuing) 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 such Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Note Insurer shall be subrogated to the rights, if any, of the Master Servicer, Securities Administrator, the Indenture Trustee and each Holder of an Insured Note 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 court order issued in connection with any such Preference Claim. (f) The Indenture Trustee and the Securities Administrator each acknowledge, and each Holder of an Insured Note by its acceptance of the Insured Note agrees, that, without the need for any further action on the part of the Note Insurer or the Indenture Trustee, to the extent the Note Insurer makes payments, directly or indirectly, on account of principal of or interest on any Insured Notes, the Note Insurer will be fully subrogated to the rights of the Holders of such Insured Notes to receive such principal and interest from the Trust Estate. The Holders of the Insured Notes, by acceptance of the Insured Notes, assign their rights as Holders of the Insured Notes to the extent of the Note Insurer’s interest with respect to amounts paid under the Policy. Anything herein to the contrary notwithstanding, solely for purposes of determining the Note Insurer’s rights, as applicable, as subrogee for payments distributable pursuant to Section 6.01, any payment with respect to distributions to the Insured Notes which is made with funds received pursuant to the terms of the Policy, shall not be considered payment of the Insured Notes from the Trust Estate and shall not result in the distribution or the provision for the distribution in reduction of the Note Principal Balance of the Insured Notes within the meaning of Article VI. (g) Upon its becoming aware of the occurrence of a Servicer Event of Default, the Master Servicer shall promptly notify the Note Insurer of such Servicer Event of Default. Upon its becoming aware of the occurrence of a Master Servicer Event of Default, the Indenture Trustee shall promptly notify the Note Insurer of such Master Servicer Event of Default. The Indenture Trustee, the Depositor, the Master Servicer and the Securities Administrator shall cooperate in all respects with any reasonable request by the Note Insurer for action to preserve or enforce the Note Insurer’s rights or interests under this Agreement without limiting the rights or affecting the interests of the Holders as otherwise set forth herein. (h) The Master Servicer shall designate a contact person who shall be available within a reasonable period of time to the Note Insurer to provide reasonable access to information regarding the HELOCs. (i) The Securities Administrator shall surrender the Policy to the Note Insurer for cancellation upon the reduction of the Note Principal Balance of the Insured Notes to zero. (j) For so long as there is no continuing default by the Note Insurer under its obligations under the Policy (a “ Note Insurer Default”), each Holder of an Insured Note agrees that the Note Insurer shall be treated by the Depositor, the Master Servicer, the Securities Administrator and the Indenture Trustee as if the Note Insurer were the Holder of all of the Insured Notes for the purpose (and solely for the purpose) of the giving of any consent, the making of any direction or the exercise of any voting or other control rights otherwise given to the Holders of the Insured Notes hereunder. (k) With respect to this Article X, the terms “Receipt” and “Received” and “Business Day: shall have the meanings given in the Policy.

Claims Upon the Policy; Policy Payments Account. (a) If, by the close of business at or before 12:00 p.m., New York time, on the third second Business Day prior to a Distribution Date, the Trust Securities Administrator determines that a Deficiency Amount for any exists with respect to such Distribution Date is greater than zeroDate, then the Trust Securities Administrator on behalf of the Trustee or the Trustee shall give notice to the Certificate Insurer by telephone telephone, electronic mail or telecopy of the amount of such Deficiency Amountdeficiency. Such notice of such Deficiency Insured Amount shall be confirmed in writing by a Notice executed by the Trustee and delivered by the Securities Administrator on behalf of the Trustee or the Trustee in the form set forth as Exhibit A to the Endorsement of to the Policy, to the Certificate Insurer and the Fiscal Agent (as defined in the Policy), if any, at or before 10:00 a.m. 12:00 p.m. New York time on the second Business Day prior to such Distribution Date. The Securities Administrator shall forward a copy of each such notice simultaneously to the Certificate Insurer, the Trustee and the Fiscal Agent. Promptly upon receipt thereof from the Securities Administrator (and in no event later than 2:00 p.m. New York time on the second Business Day prior to the related Distribution Date), the Trustee will execute such notice and transmit such executed notice to the Certificate Insurer (and furnish a copy to the Securities Administrator by electronic mail or telecopy). Following Receipt (as defined in the Policy) by the Certificate Insurer of such notice in such form, the Certificate Insurer or the Fiscal Agent will pay any amount payable under the Policy on the later to occur of (i) 12:00 noon New York time on the second Business Day following such receipt and (ii) 12:00 noon New York time on the Distribution Date to which such deficiency claims relates, as provided in the Endorsement to the Policy. (b) The Trust Trustee hereby appoints the Securities Administrator as its agent in connection with the receipt and distribution of all amounts required to be paid by the Certificate Insurer under the Policy. The Securities Administrator on behalf of the Trustee shall establish a separate special purpose segregated non-interest bearing trust account for the benefit of Holders of the Class A Insured Certificates and the Certificate Insurer referred to herein as the "“Policy Payments Account" ” over which the Trust Securities Administrator shall have exclusive control and sole right of withdrawal. The Trust Securities Administrator shall deposit any amount paid under the Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders of Class A Insured Certificates of the Guaranteed Distribution Insured Amounts or any amount in respect of a Preference Claim (as defined in the Policy) for which a claim under the Policy was made, and such amount may not be applied to satisfy any costs, expenses or liabilities of either Servicer, the Master Servicer, the TrusteeSecurities Administrator, the Trust Administrator Trustee or the Trust Fund. Amounts paid under the Policy shall be transferred to the Distribution Account in accordance with the next succeeding paragraph and disbursed by the Trust Securities Administrator to Holders of Class A Insured Certificates in accordance with Section 4.01(c) or 4.1 (or, in the case of an amount in respect of a Preference Claim, to the related Holders of Insured Certificates as contemplated in Section 10.01, as applicable12.4(d)). It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution with other funds available distributions to make be made to such paymentHolders pursuant to Section 4.1. However, the amount of any payment of principal of or interest on the Class A Insured Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Register and in the statement to be furnished to Holders of the Class A Insured Certificates pursuant to Section 44.3. Funds held in the Policy Payments Account shall not be invested. (c) On any Distribution Date with respect to which a claim has been made under the Policy, the amount of any funds received by the Securities Administrator on behalf of the Trustee as a result of any claim under the Policy, to the extent required to pay the Insured Amount on such Distribution Date, shall be withdrawn from the Policy Payments Account and deposited in the Distribution Account and applied by the Securities Administrator, directly to the payment in full of the Insured Amount due on the Insured Certificates. Funds received by the Securities Administrator on behalf of the Trustee as a result of any claim under the Policy shall be deposited by the Securities Administrator in the Policy Payments Account and used solely for payment to the Holders of the Insured Certificates and may not be applied to satisfy any costs, expenses or liabilities of the Master Servicer, the Securities Administrator, the Trustee or the Trust Fund. Any funds remaining in the Policy Payments Account on the first Business Day following a Distribution Date shall be remitted to the Certificate Insurer, pursuant (and subject to receipt of) to the instructions of the Certificate Insurer, by the end of such Business Day.

Claims Upon the Policy; Policy Payments Account. (a) If, by the close of business on the third Business Day prior to a Distribution Date, the Trust Administrator determines that a Deficiency Amount sum of the funds then on deposit in the Collection Account for any the related Collection Period which are payable to the Investor Certificateholders pursuant to Sections 5.01(a) and (b) (after giving effect to the distribution of the Trustee Fee and the Premium) and the amount on deposit in the Spread Account is insufficient to pay the Guaranteed Distribution Date is greater than zeroon such Distribution Date, then the Trust Administrator Trustee shall give notice to the Certificate Insurer Credit Enhancer by telephone or telecopy of the amount of such Deficiency equal to the Credit Enhancement Draw Amount. Such notice of such Deficiency Amount sum shall be confirmed in writing in the form set forth as Exhibit A to the Endorsement of the Policy, to the Certificate Insurer Credit Enhancer and the Fiscal Agent (as defined in the Policy)Agent, if any, at or before 10:00 a.m. a.m., New York time City time, on the second Business Day prior to such Distribution Date. Following Receipt (as defined in the Policy) receipt by the Certificate Insurer Credit Enhancer of such notice in such form, the Certificate Insurer Credit Enhancer or the Fiscal Agent will pay any amount payable under the Policy on the later to occur of (i) 12:00 noon noon, New York time City time, on the second Business Day following such receipt and (ii) 12:00 noon noon, New York time City time, on the Distribution Date to which such deficiency relates, as provided in the Endorsement to the Policy. (b) The Trust Administrator Trustee shall establish a separate special purpose trust account, which account shall be an Eligible Account, for the benefit of Holders of the Class A Investor Certificates and the Certificate Insurer Credit Enhancer referred to herein as the "Policy Payments Account" over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Trustee shall deposit any amount paid under the Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders of Class A the Investor Certificates of the Guaranteed Distribution for which a claim was made, made and such amount may not be applied to satisfy any costs, expenses or liabilities of either the Servicer, the Master Servicer, the Trustee, the Trust Administrator Trustee or the Trust Fund. Amounts paid under the Policy shall be transferred to the Distribution Collection Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator Trustee to Holders of Class A Investor Certificates in accordance with Section 4.01(c) or Section 10.01, as applicable5.01. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution with other funds available to make such payment. However, the amount of any payment of principal of or interest on the Class A Investor Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Register and in the statement to be furnished to Holders of the Class A Investor Certificates pursuant to Section 45.03. Funds held in the Policy Payments Account shall not be invested.

Claims Upon the Policy; Policy Payments Account. (a) If, by the close of business 10:00 a.m. New York time on the third Business Day prior to a Distribution Payment Date, the Trust Administrator Trustee determines that a Deficiency Amount the Available Funds will not be sufficient to pay the Class A Certificateholders the Insured Payment for any Distribution Date is greater than zerosuch Payment Date, then the Trust Administrator trustee shall give notice to the Certificate Insurer by telephone or telecopy of and the amount of such Deficiency Amount. Such notice of such Deficiency Amount shall be confirmed in writing Fiscal Agent (if any) in the form set forth as Exhibit A to the Endorsement of the Certificate Insurance Policy, to the Certificate Insurer and the Fiscal Agent (as defined in the Policy), if any, at or before 10:00 a.m. New York time on the second Business Day prior to such Distribution Date. Following Receipt (as defined in the Certificate Insurance Policy) by the Certificate Insurer of such notice in such form, the Certificate Insurer or the Fiscal Agent will pay any amount payable under the Certificate Insurance Policy on the later to occur of (i) 12:00 noon New York time on the second third Business Day following such receipt Receipt and (ii) 12:00 noon New York time on the Distribution Payment Date to which such deficiency relates, as provided in the Endorsement to the Certificate Insurance Policy. (b) The Trust Administrator Trustee shall establish and maintain a separate special purpose trust account for the benefit of Holders the Owners of the Class A Certificates and the Certificate Insurer referred to herein as the "Policy Payments Account" over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Policy Payments Account shall be an Eligible Account. The Trustee shall deposit any amount paid under the Certificate Insurance Policy in into the Policy Payments Account and distribute such amount only for purposes of payment to Holders the Owners of the related Class A Certificates of the Guaranteed Distribution Insured Payments for which a claim was made, made and such amount may not be applied to satisfy any costs, expenses or liabilities of either the Servicer, the Master ServicerSeller, the TrusteeDepositor, the Trust Administrator Custodian, the Trustee or the Trust FundTrust. Amounts paid under the Certificate Insurance Policy shall be transferred to the Distribution Certificate Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator Trustee to Holders Owners of the related Class A Certificates in accordance with Section 4.01(c) or Section 10.01, as applicable7.03. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution Insured Payments with other funds available to make such payment. However, the amount of any payment of principal of or interest on the related Class A Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Register and in the statement to be furnished to Holders Owners of the Class A Certificates pursuant to Section 47.

Claims Upon the Policy; Policy Payments Account. (a) If, by the close of business at or before 12:00 p.m., New York time, on the third second Business Day prior to a Distribution Date, the Trust Administrator determines that a Deficiency Amount the amounts on deposit in the Certificate Account available to be distributed to the Insured Certificates in accordance with Section 4.01 will be insufficient to pay the Guaranteed Distributions (as defined in the Policy) to each class of Insured Certificates for any such Distribution Date is greater than zeroDate, then the Trust Administrator on behalf of the Trustee shall give notice to the Certificate Insurer by telephone or telecopy of the amount of such Deficiency Amount. Such notice of such Deficiency Amount shall be confirmed in writing in the form set forth as Exhibit A to the Endorsement of the Policy, to the Certificate Insurer and the Fiscal Agent (as defined in the Policy)) by telephone, if anyelectronic mail or telecopy of the amount of such deficiency. Such notice of such deficiency shall be confirmed in writing by a notice executed and delivered by the Trust Administrator on behalf of the Trustee in the form set forth as Exhibit A to the Endorsement to the Policy, to the Certificate Insurer at or before 10:00 a.m. 12:00 p.m. New York time on the second Business Day prior to such Distribution DateDate and will be accompanied by the monthly statement, if available, or such other date as requested, required to be prepared pursuant to the first paragraph of Section 4.04(a) for the Distribution Date for which the claim is made. The Trust Administrator shall forward a copy of each such notice simultaneously to the Certificate Insurer, the Trustee and the Fiscal Agent. Following Receipt (as defined in the Policy) by the Certificate Insurer of such notice in such form, the Certificate Insurer or the Fiscal Agent will pay any amount payable under the Policy on the later to occur of (i) 12:00 noon New York time on the second Business Day following such receipt and (ii) 12:00 noon New York time on the Distribution Date to which such deficiency claims relates, as provided in the Endorsement to the Policy. (b) The Trustee hereby appoints the Trust Administrator as its agent in connection with the receipt and distribution of all amounts required to be paid by the Certificate Insurer under the Policy and the providing of any notices required to be provided thereunder. The Trust Administrator on behalf of the Trustee shall establish a separate special purpose segregated non-interest bearing trust account for the benefit of Holders of the Class A Insured Certificates and the Certificate Insurer referred to herein as the "“Policy Payments Account" ” over which the Trust Administrator shall have exclusive control and sole right of withdrawal. The Trust Administrator shall deposit any amount paid under the Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders of Class A Insured Certificates of the Guaranteed Distribution Insured Amounts or any amount in respect of a Preference Claim (as defined in the Policy) for which a claim under the Policy was made, and such amount may not be applied to satisfy any costs, expenses or liabilities of either Servicer, the Master Servicer, the TrusteeTrust Administrator, the Trust Administrator Trustee or the Trust Fund. Amounts paid under the Policy shall be transferred to the Distribution Certificate Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator to Holders of Class A Insured Certificates entitled to such amounts in accordance with Section 4.01(c) or 4.01 (or, in the case of an amount in respect of a Preference Claim, to the related Holders of Insured Certificates as contemplated in Section 10.01, as applicable13.04(d)). It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution with other funds available distributions to make be made to such paymentHolders pursuant to Section 4.01. However, the amount of any payment of principal of or interest on the Class A Insured Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Register and in the statement to be furnished to Holders of the Class A Insured Certificates pursuant to Section 44.3. Funds held in the Policy Payments Account shall not be invested. (c) On any Distribution Date with respect to which a claim has been made under the Policy, the amount of any funds received by the Trust Administrator on behalf of the Trustee as a result of any claim under the Policy, to the extent required to pay the Insured Amount on such Distribution Date, shall be withdrawn from the Policy Payments Account and deposited in the Certificate Account and applied by the Trust Administrator, directly to the payment in full of the Insured Amount due on the Insured Certificates. Funds received by the Trust Administrator on behalf of the Trustee as a result of any claim under the Policy shall be deposited by the Trust Administrator in the Policy Payments Account and used solely for payment to the Holders of the Insured Certificates and may not be applied to satisfy any costs, expenses or liabilities of the Master Servicer, the Trust Administrator, the Trustee or the Trust Fund. Any funds remaining in the Policy Payments Account on the first Business Day following a Distribution Date shall be remitted to the Certificate Insurer, pursuant (and subject to receipt of) to the instructions of the Certificate Insurer, by the end of such Business Day. (d) The Trust Administrator shall keep complete and accurate records in respect of (i) all funds remitted to it by the Certificate Insurer and (ii) the allocation of such funds to (A) payments of interest on and principal in respect of any Insured Certificates and (B) the amount of funds available to make distributions on the Insured Certificates pursuant to Section 4.01. The Certificate Insurer shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days’ prior notice to the Trust Administrator. (e) The Trust Administrator shall promptly notify the Certificate Insurer of: (A) the commencement of any proceeding of which a Responsible Officer of the Trust Administrator has actual knowledge 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 of which a Responsible Officer of the Trust Administrator has actual knowledge 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. Each Holder of an Insured Certificate, by its purchase of such Certificate, the Master Servicer, the Trust Administrator and the Trustee hereby agree that the Certificate Insurer (so long as no Certificate Insurer Default has occurred and is continuing) 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 such Preference Claim and (ii) 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 rights, if any, of the Master Servicer, Trust Administrator, the Trustee and each Holder of an Insured Certificate 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 court order issued in connection with any such Preference Claim. (f) The Trustee and the Trust Administrator each acknowledge, and each Holder of an Insured Certificate by its acceptance of the Insured Certificate agrees, that, without the need for any further action on the part of the Certificate Insurer or the Trustee, to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on any Insured Certificates, the Certificate Insurer will be fully subrogated to the rights of the Holders of such Insured Certificates to receive such principal and interest from the Trust Fund. The Holders of the Insured Certificates, by acceptance of the Insured Certificates, assign their rights as Holders of the Insured Certificates to the extent of the Certificate Insurer’s interest with respect to amounts paid under the Policy. Anything herein to the contrary notwithstanding, solely for purposes of determining the Certificate Insurer Premium payable to the Certificate Insurer and the Certificate Insurer’s rights, as applicable, as subrogee for payments distributable pursuant to Section 4.01, any payment with respect to distributions to the Insured Certificates which is made with funds received pursuant to the terms of the Policy, shall not be considered payment of the Insured Certificates from the Trust Fund and shall not result in the distribution or the provision for the distribution in reduction of the Class Certificate Balance of the Insured Certificates within the meaning of Article IV. (g) Upon its becoming aware of the occurrence of an Event of Default, the Trust Administrator shall promptly notify the Certificate Insurer of such Event of Default. The Trustee, the Depositor, the Master Servicer and the Trust Administrator shall cooperate in all respects with any reasonable request by the Certificate Insurer for action to preserve or enforce the Certificate Insurer’s rights or interests under this Agreement without limiting the rights or affecting the interests of the Holders as otherwise set forth herein. (h) The Master Servicer shall designate a contact person who shall be available within a reasonable period of time to the Certificate Insurer to provide reasonable access to information regarding the Mortgage Loans. (i) [Reserved]. (j) For so long as there is no continuing default by the Certificate Insurer under its obligations under the Policy (a “Certificate Insurer Default”), each Holder of an Insured Certificate agrees that the Certificate Insurer shall be treated by the Depositor, the Servicers, the Master Servicer, the Trust Administrator and the Trustee as if the Certificate Insurer were the Holder of all of the Insured Certificates for the purpose (and solely for the purpose) of the giving of any consent, the making of any direction or the exercise of any voting or other control rights otherwise given to the Holders of the Insured Certificates hereunder. (k) With respect to this Article XIII, (i) the term “Receipt” and “

Claims Upon the Policy; Policy Payments Account. 141 (a) If, by the close of business at or before 2:00 p.m., New York time, on the third second Business Day prior to a Distribution Date, the Trust Administrator Trustee determines that a Deficiency Amount Guaranteed Distributions Shortfall for any such Distribution Date is greater than zero, then the Trust Administrator Trustee shall give notice to the Certificate Insurer by telephone or telecopy of the amount of such Deficiency AmountGuaranteed Distributions Shortfall. Such notice of such Deficiency Amount Guaranteed Distributions Shortfall shall be confirmed in writing in the form set forth as Exhibit A to the Endorsement of to the Policy, to the Certificate Insurer and the Fiscal Agent (as defined in the Policy), if any, at or before 10:00 a.m. 2:00 p.m. New York time on the second Business Day prior to such Distribution Date. Following Receipt (as defined in the Policy) by the Certificate Insurer of such notice in such form, the Certificate Insurer or the Fiscal Agent will pay any amount payable under the Policy on the later to occur of (i) 12:00 noon New York time on the second Business Day following such receipt and (ii) 12:00 noon New York time on the Distribution Date to which such deficiency Guaranteed Distributions Shortfall relates, as provided in the Endorsement to the Policy. (b) The Trust Administrator Trustee shall establish a separate special purpose segregated non-interest bearing trust account for the benefit of Holders of the Class A Insured Certificates and the Certificate Insurer referred to herein as the "Policy Payments Account" over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Trustee shall deposit any amount paid under the Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders of Class A Insured Certificates of the Guaranteed Distribution Distributions Shortfall or any amount in respect of a Preference Claim (as defined in the Policy) for which a claim under the Policy was made, and such amount may not be applied to satisfy any costs, expenses or liabilities of either Servicer, the Master Servicer, the Trustee, the Trust Administrator Trustee or the Trust Fund. Amounts paid under the Policy shall be transferred to the Distribution Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator Trustee to Holders of Class A Insured Certificates in accordance with Section 4.01(c4.01(h) or (or, in the case of an amount in respect of a Preference Claim, to the related Holders of Insured Certificates as contemplated in Section 10.01, as applicable12.04(d)). It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution with other funds available distributions to make be made to such paymentHolders pursuant to Section 4.01. However, the amount of any payment of principal of or interest on the Class A Insured Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Register and in the statement to be furnished to Holders of the Class A Insured Certificates pursuant to Section 4.

Claims Upon the Policy; Policy Payments Account. (a) If, by the close of business on the third Business Day prior to a Distribution Date, the Trust Administrator determines that a Deficiency Amount for any Distribution Date is greater than zero, then the Trust Administrator shall give notice to the Certificate Insurer by telephone or telecopy of the amount of such Deficiency Amount. Such notice of such Deficiency Amount shall be confirmed in writing in the form set forth as Exhibit A to the Endorsement of the Policy, to the Certificate Insurer and the Fiscal Agent (as defined in the Policy), if any, at or before 10:00 a.m. New York time on the second Business Day prior to such Distribution Date. Following Receipt (as defined in the Policy) by the Certificate Insurer of such notice in such form, the Certificate Insurer or the Fiscal Agent will pay any amount payable under the Policy on the later to occur of (i) 12:00 noon New York time on the second Business Day following such receipt and (ii) 12:00 noon New York time on the Distribution Date to which such deficiency relates, as provided in the Endorsement to the Policy. (b) The Trust Administrator shall establish a separate special purpose trust account for the benefit of Holders of the Class A Certificates and the Certificate Insurer referred to herein as the "Policy Payments Account" over which the Trust Administrator shall have exclusive control and sole right of withdrawal. The Trust Administrator shall deposit any amount paid under the Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders of Class A Certificates of the Guaranteed Distribution for which a claim was made, and such amount may not be applied to satisfy any costs, expenses or liabilities of either Servicer, the Master Servicer, the Trustee, the Trust Administrator or the Trust Fund. Amounts paid under the Policy shall be transferred to the Distribution Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator to Holders of Class A Certificates in accordance with Section 4.01(c) or Section 10.01, as applicable. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution with other funds available to make such payment. However, the amount of any payment of principal of or interest on the Class A Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Register and in the statement to be furnished to Holders of the Class A Certificates pursuant to Section 4.

Claims Upon the Policy; Policy Payments Account. (a) If, by the close Close of business Business on the third Business Day prior to a Distribution Date, the Trust Administrator Trustee determines that a Deficiency Amount for any Distribution Date is greater than zero, then the Trust Administrator 124 Trustee shall give notice to the Certificate Insurer by telephone or telecopy of the amount of such Deficiency Amount. Such notice of such Deficiency Amount shall be confirmed in writing in the form set forth as Exhibit A to the Endorsement of the Policy, to the Certificate Insurer and the Fiscal Agent (as defined in the Policy), if any, at or before 10:00 a.m. New York time on the second Business Day prior to such Distribution Date. Following Receipt (as defined in the Policy) by the Certificate Insurer of such notice in such form, the Certificate Insurer or the Fiscal Agent will pay any amount payable under the Policy on the later to occur of (i) 12:00 noon New York time on the second Business Day following such receipt and (ii) 12:00 noon New York time on the Distribution Date to which such deficiency relates, as provided in the Endorsement to the Policy. (b) The Trust Administrator Trustee shall establish a separate special purpose trust account for the benefit of Holders of the Class A Certificates and the Certificate Insurer referred to herein as the "Policy Payments Account" over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Trustee shall deposit any amount paid under the Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders of Class A Certificates of the Guaranteed Distribution Insured Payment for which a claim was made, and such amount may not be applied to satisfy any costs, expenses or liabilities of either Servicer, the Master Servicer, the Trustee, the Trust Administrator Trustee or the Trust Fund. Amounts paid under the Policy shall be transferred to the Distribution Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator Trustee to Holders of Class A Certificates in accordance with Section 4.01(c) or Section 10.01, as applicable. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution Insured Payment with other funds available to make such payment. However, the amount of any payment of principal of or interest on the Class A Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Register and in the statement to be furnished to Holders of the Class A Certificates pursuant to Section 4.

Claims Upon the Policy; Policy Payments Account. (a) If, by the close of business on the third Business Day prior to a Distribution Date, the Trust Administrator determines that a Deficiency Amount for any Distribution Date is greater than zero, then the Trust Administrator shall give notice to the Certificate Insurer by telephone or telecopy of the amount of such Deficiency Amount. Such notice of such Deficiency Amount shall be confirmed in writing in the form set forth as Exhibit A to the Endorsement of the Policy, to the Certificate Insurer and the Fiscal Agent (as defined in the Policy), if any, at or before 10:00 a.m. New York time on the second Business Day prior to such Distribution Date. Following Receipt (as defined in the Policy) by the Certificate Insurer of such notice in such form, the Certificate Insurer or the Fiscal Agent will pay any amount payable under the Policy on the later to occur of (i) 12:00 noon New York time on the second Business Day following such receipt and (ii) 12:00 noon New York time on the Distribution Date to which such deficiency relates, as provided in the Endorsement to the Policy. (b) The Trust Administrator Trustee shall establish a separate special purpose trust account for the benefit of Holders Owners of the Class A Certificates and the Certificate Insurer referred to herein as the "Policy Payments Account" over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Trustee shall deposit any amount paid under the Certificate Insurance Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders Owners of Class A Certificates of the Guaranteed Distribution Insured Payments for which a claim was made, made and such amount may not be applied to satisfy any costs, expenses or liabilities of either Servicer, the Master Servicer, the Trustee, the Trust Administrator Trustee or the Trust FundTrust. Amounts paid under the Certificate Insurance Policy shall be transferred to the related Class A Distribution Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator Trustee to Holders Owners of Class A Certificates in accordance with Section 4.01(c) or Section 10.01, as applicable7.3. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution Insured Payments with other funds available to make such payment. However, the amount of any payment of principal of or interest on the Class A Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (cb) below in the Certificate Register and in the statement to be furnished to Holders Owners of the Certificates pursuant to Section 7.6. Funds held in the Policy Payments Account shall not be invested by the Trustee. On any Payment Date with respect to which a claim has been made under the Certificate Insurance Policy, the amount of any funds received by the Trustee as a result of any claim under the Certificate Insurance Policy, to the extent required to pay the related Insured Distribution Amount on such Payment Date shall be withdrawn from the Policy Payments Account and deposited in the related Distribution Account and applied by the Trustee, together with the other funds to be withdrawn from the related Distribution Account pursuant to this Agreement, directly to the payment in full of the related Insured Distribution Amount due on the related Class A Certificates. Funds received by the Trustee as a result of any claim under the Certificate Insurance Policy shall be deposited by the Trustee in the Policy Payments Account and used solely for payment to the Owners of the Class A Certificates and may not be applied to satisfy any costs, expenses or liabilities of the Master Servicer, the Trustee or the Trust Fund. Any funds remaining in the Policy Payments Account on the first Business Day following a Payment Date shall be remitted to the Certificate Insurer, pursuant to Section 4the instructions of the Certificate Insurer, by the end of such Business Day. (b) The Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Class A Certificate from moneys received under the Certificate 152 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. (c) The Trustee shall promptly notify the Certificate Insurer and Fiscal Agent of any proceeding or the institution of any action, of which a Responsible Officer of the Trustee has actual knowledge, 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 Owner of a Class A Certificate, by its purchase of Class A Certificates, the Master Servicer 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 such Preference Claim and (ii) 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 rights of the Master Servicer, the Trustee and each Owner of a Class A Certificate 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 court order issued in connection with any such Preference Claim.

Claims Upon the Policy; Policy Payments Account. (a) If, by the close of business on the third Business Day prior to a Distribution Date, the Trust Administrator determines Trustee determines, based on the Remittance Report, that a Deficiency Amount for any Distribution Date is greater than zero, then the Trust Administrator Trustee shall give notice to the Certificate Insurer by telephone or telecopy of the amount of such Deficiency Amount. Such notice of such Deficiency Amount shall be confirmed in writing in the form set forth as Exhibit A to the Endorsement of the Policy, Policy to the Certificate Insurer and the Fiscal Agent (as defined in the Policy), if any, at or before 10:00 a.m. a.m., New York time time, on the second Business Day prior to such Distribution Date. Following Receipt (as defined in the Policy) receipt by the Certificate Insurer of such notice in such form, the Certificate Insurer or the Fiscal Agent will pay any amount payable under the Policy on the later to occur of (i) 12:00 noon noon, New York time time, on the second Business Day following such receipt and (ii) 12:00 noon noon, New York time time, on the Distribution Date to which such deficiency relates, as provided in the Endorsement Exhibit A to the Policy. (b) The Trust Administrator Trustee shall establish a separate special purpose trust account for the benefit of Holders of the Class A Certificates and the Certificate Insurer referred to herein as the "Policy Payments Account" over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Trustee shall deposit any amount paid under the Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders of Class A Certificates of the Guaranteed Distribution for which a claim was made, made and such amount may not be applied to satisfy any costs, expenses or liabilities of either the Servicer, the Master Servicer, the Trustee, the Trust Administrator Trustee or the Trust Fund. Amounts paid under the Policy shall be transferred to the Distribution Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator Trustee to Holders of Class A Certificates in accordance with Section 4.01(c4.01(b) or Section 10.01, as applicable. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution with other funds available to make such payment. However, the amount of any payment of principal of or interest on the Class A Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Register and in the statement to be furnished to Holders of the Class A Certificates and Residual Certificates pursuant to Section 44.02. Funds held in the Policy Payments Account shall not be invested. On any Distribution Date with respect to which a claim has been made under the Policy, the amount of any funds received by the Trustee as a result of any claim under the Policy, to the extent required to make the Guaranteed Distribution on such Distribution Date, shall be withdrawn from the Policy Payments Account and deposited in the Distribution Account and applied by the Trustee, together with the other funds to be withdrawn from the Distribution Account pursuant to Section 4.01(b) or Section 10.01, as applicable, directly to the payment in full of the Guaranteed Distribution due on the Class A Certificates. Funds received by the Trustee as a result of any claim under the Policy shall be deposited by the Trustee in the Policy Payments Account and used solely for payment to the Holders of the Class A Certificates and may not be applied to satisfy any costs, expenses or liabilities of the Servicer, the Trustee or the Trust Fund. Any funds remaining in the Policy Payments Account on the first Business Day following a Distribution Date shall be remitted to the Certificate Insurer, pursuant to the instructions of the Certificate Insurer, by the end of such Business Day. (c) The Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Class A Certificate from moneys received under the 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. (d) The Trustee shall promptly notify the Certificate Insurer and Fiscal Agent of any proceeding or the institution of any action, of which a Responsible Officer the Trustee has actual knowledge, 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. 103 Each Class A Certificateholder, by its purchase of Class A Certificates, the Servicer and the Trustee hereby agree that the Certificate Insurer (so long as no Certificate Insurer Default has occurred and is continuing) 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 such Preference Claim and (ii) the posting of any surety, supersedes 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 Servicer, the Trustee and each Class A Certificateholder 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 court order issued in connection with any such Preference Claim.

Claims Upon the Policy; Policy Payments Account. (a) If, by the close of business on the third Business Day prior to a Distribution Date, the Trust Administrator determines Servicer notifies the Trustee that a Deficiency Amount for any on such Distribution Date is greater than zerothe sum of (i) the funds that will be on deposit in the Collection Account for the related Collection Period that are payable to the Investor Certificateholders pursuant to Sections 5.01(a) and (b) (after giving effect to the distribution of the Trustee Fee and the Premium) and (ii) the amount that will be on deposit in the Spread Account will be insufficient to pay the Guaranteed Distribution on such Distribution Date, then the Trust Administrator Trustee shall give notice to the Certificate Insurer Credit Enhancer by telephone or telecopy of the amount of such Deficiency applicable Credit Enhancement Draw Amount. Such notice of such Deficiency Amount sum shall be confirmed in writing by the Servicer to the Credit Enhancer and the Fiscal Agent, if any, in the form set forth as Exhibit A to the Endorsement of the Policy, to the Certificate Insurer and the Fiscal Agent (as defined in the Policy), if any, at or before 10:00 a.m. a.m., New York time City time, on the second Business Day prior to such Distribution Date. Following Receipt (as defined in Pursuant to the Policy) , following receipt by the Certificate Insurer Credit Enhancer of such notice in such form, the Certificate Insurer Credit Enhancer or the Fiscal Agent will pay any amount payable under the Policy on the later to occur of (i) 12:00 noon noon, New York time City time, on the second Business Day following such receipt next succeeding presentation to the Fiscal Agent and (ii) 12:00 noon noon, New York time City time, on the Distribution Date to which such deficiency relates, as provided in the Endorsement to the Policy. (b) The Trust Administrator Trustee shall establish a separate special purpose trust account, which account shall be an Eligible Account, for the benefit of Holders of the Class A Investor Certificates and the Certificate Insurer Credit Enhancer referred to herein as the "Policy Payments Account," over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Trustee shall deposit any amount paid under the Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders of Class A the Investor Certificates of the Guaranteed Distribution for which a claim was made, and such amount may not be applied to satisfy any costs, expenses or liabilities of either the Servicer, the Master Servicer, the Trustee, the Trust Administrator Trustee or the Trust Fund. Amounts paid under the Policy shall be transferred to the Distribution Collection Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator Trustee to Holders of Class A Investor Certificates in accordance with Section 4.01(c) or Section 10.01, as applicable5.01. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution with other funds available to make such payment. However; however, the amount of any payment of principal of or interest on the Class A Investor Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Register and in the statement to be furnished to Holders of the Class A Investor Certificates pursuant to Section 45.03. Funds held in the Policy Payments Account shall not be invested. On any Distribution Date with respect to which a claim has been made under the Policy, the amount of any funds received by the Trustee as a result of any claim under the Policy, to the extent required to make the Guaranteed Distribution on such Distribution Date, shall be withdrawn from the Policy Payments Account and deposited in the Collection Account and applied by the Trustee, together with the other funds to be withdrawn from the Collection Account pursuant to Section 5.01, directly to the payment in full of the Guaranteed Distribution due on the Investor Certificates. Any funds received by the Trustee shall be used solely for payment to the Holders of Investor Certificates and may not be applied to satisfy any costs, expenses or liabilities of the Servicer, the Trustee or the Trust. Any funds remaining in the Policy Payments Account on the first Business Day following a Distribution Date shall be remitted to the Credit Enhancer by the end of such Business Day pursuant to the instructions of the Credit Enhancer. (c) The Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Investor Certificate from moneys received under the Policy. The Credit Enhancer 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. (d) The Trustee shall promptly notify the Credit Enhancer and Fiscal Agent of any proceeding or the institution of any action of which a Responsible Officer of the Trustee has actual knowledge, seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership or similar law with respect to a proceeding against or by the Sellers, the Servicer or the Trust (a "Preference Claim") of any distribution made with respect to the Investor Certificates. Each Investor Certificateholder, by its purchase of Investor Certificates, the Servicer and the Trustee hereby agree that at any time during the continuation of any proceeding relating to a Preference Claim the Credit Enhancer may (so long as no Credit Enhancer Default exists) direct all matters relating to such Preference Claim, including without limitation (i) the direction of any appeal of any order relating to such Preference Claim and (ii) the posting of any surety, supersede as or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Credit Enhancer shall be subrogated to the rights of the Servicer, the Trustee and each Investor Certificateholder 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 court order issued in connection with any such Preference Claim.

Claims Upon the Policy; Policy Payments Account. (a) If, by the close of business If on the third Business Day prior to a Distribution Determination Date, the Trust Administrator determines that a Deficiency Amount for any Distribution Date is greater than zerofunds then on deposit in the Certificate Account, then are insufficient to pay the Trust Administrator Insured Payments on such Payment Date, the Trustee shall give notice to the Certificate Insurer by telephone or telecopy of the amount of such Deficiency Amount. Such notice of such Deficiency Amount shall be deficiency, confirmed in writing in the form set forth as Exhibit A to the Endorsement of the Certificate Insurance Policy, to the Certificate Insurer and the Fiscal Agent (as defined in the Certificate Insurance Policy), if any, at or before 10:00 a.m. 9:00 a.m., New York time City time, on the second Business Day prior to such Distribution Payment Date. Following Receipt (as defined in the Policy) by the Certificate Insurer of such notice in such form, the Certificate Insurer or the Fiscal Agent will pay any amount payable under the Policy on the later to occur of (i) 12:00 noon New York time on the second Business Day following such receipt and (ii) 12:00 noon New York time on the Distribution Date to which such deficiency relates, as provided in the Endorsement to the Policy. (b) The Trust Administrator Trustee shall establish a separate special purpose trust account for the benefit of Holders the Owners of the Class A Certificates and the Class S Certificates and the Certificate Insurer referred to herein as the "Policy Payments Account" over which the Trust Administrator shall have exclusive control and sole right of withdrawal. The Trust Administrator Trustee shall deposit any amount paid under the Certificate Insurance Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders the Owners of the Class A Certificates and the Class S Certificates of the Guaranteed Distribution Insured Payments for which a claim was made, made and such amount may not be applied to satisfy any costs, expenses or liabilities of either the Servicer, the Master Servicer, the Trustee, the Trust Administrator Trustee or the Trust FundTrust. Amounts paid under the Certificate Insurance Policy shall be transferred to the Distribution Certificate Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator Trustee to Holders Owners of the Class A Certificates and the Class S Certificates in accordance with Section 4.01(c) or Section 10.01, as applicable7.03. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution Insured Payments with other funds available to make such payment. However, the amount of any payment of principal of or interest on the related Class A Certificates or the Class S Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Register and in the statement to be furnished to Holders Owners of the Class A Certificates and the Class S Certificates pursuant to Section 47.08. Funds held in the Policy Payments Account shall not be invested by the Trustee. On any Payment Date with respect to which a claim has been made under the Insurance Policy, the amount of funds received by the Trustee as a result of any claim under the Insurance Policy, to the extent required to make the Insured Payment on such Payment Date shall be withdrawn from the Policy Payments Account and deposited in the Certificate Account and applied by the Trustee, together with the other funds to be withdrawn from the Certificate Account, directly to the payment in full of the Insured Payment due on the related Class of Class A Certificates and the Class S Certificates. Funds received by the Trustee as a result of any claim under the Insurance Policy shall be deposited by the Trustee in the Policy Payments Account and used solely for payment to the Owners of the Class A Certificates and the Class S Certificates may not be applied to satisfy any costs, expenses or liabilities of the Servicer, the Trustee or the Trust. Any funds remaining in the Policy Payments Account on the first Business Day following a Payment Date shall be remitted to the Certificate Insurer, pursuant to the instructions of the Certificate Insurer, by the end of such Business Day. (c) The Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Class A Certificate and Class S 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. (d) The Trustee shall promptly notify the Certificate Insurer and Fiscal Agent of any proceeding or the institution of any action, of which an Authorized Officer of the Trustee has actual knowledge, 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 and the Class S Certificates. Each Owner of a Class A Certificate or Class S Certificate by its purchase of such Certificate, the Servicer 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 such Preference Claim and (ii) 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 rights of the Servicer, the Trustee and Owner of Class A Certificate or Class S Certificate 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 court order issued in connection with any such Preference Claim.

Claims Upon the Policy; Policy Payments Account. (a) If, by the close of business on the third Business Day prior to a Distribution Date, the Trust Administrator determines that a Deficiency Amount sum of the funds then on deposit in the Collection Account for any the related Collection Period which are payable to the Investor Certificateholders pursuant to Sections 5.01(a), (b) and (g) (after giving effect to the distribution of the Trustee Fee and the Premium), the amounts on deposit in the Spread Account and the amount, if any, deposited into the Collection Account pursuant to Section 4.05 are insufficient to pay the Guaranteed Distribution Date is greater than zeroon such Distribution Date, then the Trust Administrator Trustee shall give notice to the Certificate Insurer Credit Enhancer by telephone or telecopy of the amount of such Deficiency equal to the Credit Enhancement Draw Amount. Such notice of such Deficiency Amount sum shall be confirmed in writing in the form set forth as Exhibit A ___ to the Endorsement of the Policy, to the Certificate Insurer Credit Enhancer and the Fiscal Agent (as defined in the Policy)Agent, if any, at or before 10:00 a.m. a.m., New York time City time, on the second Business Day prior to such Distribution Date. Following Receipt (as defined in the Policy) receipt by the Certificate Insurer Credit Enhancer of such notice in such form, the Certificate Insurer Credit Enhancer or the Fiscal Agent will pay any amount payable under the Policy on the later to occur of (i) 12:00 noon noon, New York time City time, on the second Business Day following such receipt and (ii) 12:00 noon noon, New York time City time, on the Distribution Date to which such deficiency relates, as provided in the Endorsement to the Policy. (b) The Trust Administrator Trustee shall establish a separate special purpose trust account, which account shall be an Eligible Account, for the benefit of Holders of the Class A Investor Certificates and the Certificate Insurer Credit Enhancer referred to herein as the "Policy Payments Account" over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Trustee shall deposit any amount paid under the Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders of Class A the Investor Certificates of the Guaranteed Distribution for which a claim was made, made and such amount may not be applied to satisfy any costs, expenses or liabilities of either Servicer, the Master Servicer, the Trustee, the Trust Administrator Trustee or the Trust Fund. Amounts paid under the Policy shall be transferred to the Distribution Collection Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator Trustee to Holders of Class A Investor Certificates in accordance with Section 4.01(c) or Section 10.01, as applicable5.01. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution with other funds available to make such payment. However, the amount of any payment of principal of or interest on the Class A Investor Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Register and in the statement to be furnished to Holders of the Class A Investor Certificates pursuant to Section 45.03. Funds held in the Policy Payments Account shall not be invested. On any Distribution Date with respect to which a claim has been made under the Policy, the amount of any funds received by the Trustee as a result of any claim under the Policy, to the extent required to make the Guaranteed Distribution on such Distribution Date, shall be withdrawn from the Policy Payments Account and deposited in the Collection Account and applied by the Trustee, together with the other funds to be withdrawn from the Collection Account pursuant to Section 5.01 directly to the payment in full of the Guaranteed Distribution due on the Investor Certificates. Any funds received by the Trustee shall be used solely for payment to the Holders of Investor Certificates and may not be applied to satisfy any costs, expenses or liabilities of the Master Servicer, the Trustee or the Trust. Any funds remaining in the Policy Payments Account on the first Business Day following a Distribution Date shall be remitted to the Credit Enhancer, pursuant to the instructions of the Credit Enhancer, by the end of such Business Day. (c) The Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Investor Certificate from moneys received under the Policy. The Credit Enhancer 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. (d) The Trustee shall promptly notify the Credit Enhancer and Fiscal Agent of any proceeding or the institution of any action, of which a Responsible Officer of the Trustee has actual knowledge, 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 Investor Certificates. Each Investor Certificateholder, by its purchase of Investor Certificates, the Master Servicer and the Trustee hereby agree that, the Credit Enhancer (so long as no Credit Enhancer 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 such Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Credit Enhancer shall be subrogated to the rights of the Master Servicer, the Trustee and each Investor Certificateholder 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 court order issued in connection with any such Preference Claim.

Claims Upon the Policy; Policy Payments Account. (a) If, by the close of business on the third Business Day prior to a Distribution Date, the Trust Administrator determines that a Deficiency Amount sum of the funds then on deposit in the Collection Account for any the related Collection Period which are payable to each Class of Investor Certificates pursuant to Sections 5.01(a) (excluding the amount, if any, payable pursuant to clauses (vii) and (xiii) thereof) and (b) (after giving effect to the distribution of the related Trustee Fee and the related Premium) and the amount, if any, deposited into the Collection Account pursuant to Section 4.05 are insufficient to pay the Guaranteed Distribution for each Class of Investor Certificates on such Distribution Date is greater than zero(after application of Subordinated Transferor Collections, Crossover Amounts and amounts on deposit in the Reserve Fund), then the Trust Administrator Trustee shall give notice to the Certificate Insurer Credit Enhancer by telephone or telecopy of the amount equal to the Credit Enhancement Draw Amount for such Class of such Deficiency AmountInvestor Certificates. Such notice of such Deficiency Amount sum shall be confirmed in writing in the form of Notice of Nonpayment and Demand for Payment of Insured Amounts set forth as Exhibit A to the Endorsement of the Policy, to the Certificate Insurer and the Fiscal Agent (as defined in the Policy), if any, Credit Enhancer at or before 10:00 a.m. a.m., New York time City time, on the second Business Day prior to such Distribution Date. Following Receipt (as defined in the Policy) receipt by the Certificate Insurer Credit Enhancer of such notice in such form, the Certificate Insurer or the Fiscal Agent Credit Enhancer will pay any amount payable under the Policy with respect to such Class of Investor Certificates as set forth in such form on the later to occur of (i) 12:00 noon noon, New York time City time, on the second Business Day following such receipt and (ii) 12:00 noon noon, New York time City time, on the Distribution Date to which such deficiency relates, as provided in the Endorsement to the Policy. (b) The Trust Administrator Trustee shall establish a separate special purpose trust account, which account shall be an Eligible Account, for the benefit of Holders of the Class A Investor Certificates and the Certificate Insurer Credit Enhancer referred to herein as the "Policy Payments Account" over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Trustee shall deposit any amount paid under the Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders of Class A the Investor Certificates of the Guaranteed Distribution with respect to the related Class of Investor Certificates for which a claim was made, made and such amount may not be applied to satisfy any costs, expenses or liabilities of either Servicer, the Master Servicer, the Trustee, the Trust Administrator Trustee or the Trust FundTrust. Amounts paid under the Policy shall be transferred to the Distribution Collection Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator Trustee to Holders of the related Class A of Investor Certificates in accordance with Section 4.01(c) or Section 10.01, as applicable5.01. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution to such Class with other funds available to make such payment. However, the amount of any payment of principal of or interest on the related Class A of Investor Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Register and in the statement to be furnished to Holders of the Class A Investor Certificates pursuant to Section 45.03. Funds held in the Policy Payments Account shall not be invested. On any Distribution Date with respect to which a claim has been made under the Policy, the amount of any funds received by the Trustee as a result of any claim under the Policy, to the extent required to make the Guaranteed Distribution on the related Class of Investor Certificates on such Distribution Date, shall be withdrawn from the Policy Payments Account and deposited in the Collection Account and applied by the Trustee, together with the other funds to be withdrawn from the Collection Account or the Reserve Fund pursuant to Section 5.01 directly to the payment in full of the Guaranteed Distribution due on such Class of Investor Certificates. Any funds received by the Trustee shall be used solely for payment to the Holders of Investor Certificates and may not be applied to satisfy any costs, expenses or liabilities of the Master Servicer, the Trustee or the Trust. Any funds remaining in the Policy Payments Account on the first Business Day following a Distribution Date shall be remitted to the Credit Enhancer, pursuant to the instructions of the Credit Enhancer, by the end of such Business Day. (c) The Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Investor Certificate from moneys received under the Policy. The Credit Enhancer 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. (d) The Trustee shall promptly notify the Credit Enhancer of any proceeding or the institution of any action, of which a Responsible Officer of the Trustee has actual knowledge, 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 Investor Certificates (other than Basis Risk Carryforward). Each Investor Certificateholder, by its purchase of Investor Certificates, the Master Servicer and the Trustee hereby agree that, the Credit Enhancer (so long as no Credit Enhancer 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 such Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Credit Enhancer shall be subrogated to the rights of the Master Servicer, the Trustee and each Investor Certificateholder 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 court order issued in connection with any such Preference Claim.

Claims Upon the Policy; Policy Payments Account. (a) If, by the close of business If on the third Business Day prior to a Distribution Determination Date, the Trust Administrator determines that a Deficiency Amount for any Distribution Date is greater than zerofunds then on deposit in the Certificate Account, then are insufficient to pay the Trust Administrator Insured Payments on such Payment Date, the Trustee shall give notice to the Certificate Insurer by telephone or telecopy of the amount of such Deficiency Amount. Such notice of such Deficiency Amount shall be deficiency, confirmed in writing in the form set forth as Exhibit A to the Endorsement of the Certificate Insurance Policy, to the Certificate Insurer and the Fiscal Agent (as defined in the Certificate Insurance Policy), if any, at or before 10:00 a.m. 9:00 a.m., New York time City time, on the second Business Day prior to such Distribution Payment Date. Following Receipt (as defined in the Policy) by the Certificate Insurer of such notice in such formIn addition, on any Payment Date, the Certificate Insurer or shall have the Fiscal Agent will right, in its sole discretion, to pay the amount of any amount payable under Realized Losses incurred during the Policy on the later to occur of (i) 12:00 noon New York time on the second Business Day following such receipt and (ii) 12:00 noon New York time on the Distribution Date to which such deficiency relates, as provided in the Endorsement related Remittance Period to the PolicyTrustee for deposit into the Certificate Account. (b) The Trust Administrator Trustee shall establish a separate special purpose trust account for the benefit of Holders the Owners of the Class A Certificates and the Certificate Insurer referred to herein as the "Policy Payments Account" over which the Trust Administrator shall have exclusive control and sole right of withdrawal. The Trust Administrator Trustee shall deposit any amount paid under the Certificate Insurance Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders the Owners of the related Class A Certificates of the Guaranteed Distribution Insured Payments for which a claim was made, made and such amount may not be applied to satisfy any costs, expenses or liabilities of either the Servicer, the Master ServicerSeller, the TrusteeDepositor, the Trust Administrator Custodian, the Trustee or the Trust FundTrust. Amounts paid under the Certificate Insurance Policy shall be transferred to the Distribution Certificate Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator Trustee to Holders Owners of the Class A Certificates in accordance with Section 4.01(c) or Section 10.01, as applicable7.03. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution Insured Payments with other funds available to make such payment. However, the amount of any payment of principal of or interest on the related Class A Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Register and in the statement to be furnished to Holders Owners of the Class A Certificates pursuant to Section 47.

Claims Upon the Policy; Policy Payments Account. (a) If, by the close of business on the third Business Day prior to a Distribution Date, the Trust Administrator determines that a Deficiency Amount for any Distribution Date is greater than zero, then the Trust Administrator shall give notice to the Certificate Insurer by telephone or telecopy of the amount of such Deficiency Amount. Such notice of such Deficiency Amount shall be confirmed in writing in the form set forth as Exhibit A to the Endorsement of the Policy, to the Certificate Insurer and the Fiscal Agent (as defined in the Policy), if any, at or before 10:00 a.m. New York time on the second Business Day prior to such Distribution Date. Following Receipt (as defined in the Policy) by the Certificate Insurer of such notice in such form, the Certificate Insurer or the Fiscal Agent will pay any amount payable under the Policy on the later to occur of (i) 12:00 noon New York time on the second Business Day following such receipt and (ii) 12:00 noon New York time on the Distribution Date to which such deficiency relates, as provided in the Endorsement to the Policy. (b) The Trust Administrator Trustee shall establish a separate special purpose trust account for the benefit of Holders Owners of the Class A Certificates and the Certificate Insurer referred to herein as the "Policy Payments Account" over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Trustee shall deposit any amount paid under the Certificate Insurance Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders Owners of Class A Certificates of the Guaranteed Distribution Insured Payments for which a claim was made, made and such amount may not be applied to satisfy any costs, expenses or liabilities of either Servicer, the Master Servicer, the Trustee, the Trust Administrator Trustee or the Trust FundTrust. Amounts paid under the Certificate Insurance Policy shall be transferred to the related Class A Distribution Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator Trustee to Holders Owners of Class A Certificates in accordance with Section 4.01(c) or Section 10.01, as applicable7.3. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution Insured Payments with other funds available to make such payment. However, the amount of any payment of principal of or interest on the Class A Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (cb) below in the Certificate Register and in the statement to be furnished to Holders Owners of the Certificates pursuant to Section 7.6. Funds held in the Policy Payments Account shall not be invested by the Trustee. On any Payment Date with respect to which a claim has been made under the Certificate Insurance Policy, the amount of any funds received by the Trustee as a result of any claim under the Certificate Insurance Policy, to the extent required to pay the related Insured Distribution Amount on such Payment Date shall be withdrawn from the Policy Payments Account and deposited in the related Distribution Account and applied by the Trustee, together with the other funds to be withdrawn from the related Distribution Account pursuant to this Agreement, directly to the payment in full of the related Insured Distribution Amount due on the related Class A Certificates. Funds received by the Trustee as a result of any claim under the Certificate Insurance Policy shall be deposited by the Trustee in the Policy Payments Account and used solely for payment to the Owners of the Class A Certificates and may not be applied to satisfy any costs, expenses or liabilities of the Master Servicer, the Trustee or the Trust Fund. Any funds remaining in the Policy Payments Account on the first Business Day following a Payment Date shall be remitted to the Certificate Insurer, pursuant to Section 4the instructions of the Certificate Insurer, by the end of such Business Day.

Claims Upon the Policy; Policy Payments Account. (a) If, by the close of business on the third Business Day prior to a Distribution Date, the Trust Administrator Trustee determines that a Deficiency Amount for any Distribution Date is greater than zero, then the Trust Administrator Trustee shall give notice to the Certificate Insurer by telephone or telecopy of the amount of such Deficiency Amount. Such notice of such Deficiency Amount shall be confirmed in writing in the form set forth as Exhibit A to the Endorsement of the Policy, to the Certificate Insurer and the Fiscal Agent (as defined in the Policy), if any, at or before 10:00 a.m. a.m., New York time time, on the second Business Day prior to such Distribution Date. Following Receipt (as defined in the Policy) receipt by the Certificate Insurer of such notice in such form, the Certificate Insurer or the Fiscal Agent will pay any amount payable under the Policy on the later to occur of (i) 12:00 noon noon, New York time time, on the second Business Day following such receipt 118 and (ii) 12:00 noon noon, New York time time, on the Distribution Date to which such deficiency relates, as provided in the Endorsement to the Policy. (b) The Trust Administrator Trustee shall establish a separate special purpose trust account for the benefit of Holders of the Class A Certificates and the Certificate Insurer referred to herein as the "Policy Payments Account" over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Trustee shall deposit any amount paid under the Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders of Class A Certificates of the Guaranteed Distribution for which a claim was made, made and such amount may not be applied to satisfy any costs, expenses or liabilities of either Servicer, the Master Servicer, the Trustee, the Trust Administrator Trustee or the Trust Fund. Amounts paid under the Policy shall be transferred to the Distribution Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator Trustee to Holders of Class A Certificates in accordance with Section 4.01(c4.01(b) or Section 10.01, as applicable. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution with other funds available to make such payment. However, the amount of any payment of principal of or interest on the Class A Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Register and in the statement to be furnished to Holders of the Class A Certificates and Residual Certificates pursuant to Section 44.02. Funds held in the Policy Payments Account shall not be invested. On any Distribution Date with respect to which a claim has been made under the Policy, the amount of any funds received by the Trustee as a result of any claim under the Policy, to the extent required to make the Guaranteed Distribution on such Distribution Date, shall be withdrawn from the Policy Payments Account and deposited in the Distribution Account and applied by the Trustee, together with the other funds to be withdrawn from the Distribution Account pursuant to Section 4.01(b) or Section 10.01, as applicable, directly to the payment in full of the Guaranteed Distribution due on the Class A Certificates. Funds received by the Trustee as a result of any claim under the Policy shall be deposited by the Trustee in the Policy Payments Account and used solely for payment to the Holders of the Class A Certificates and may not be applied to satisfy any costs, expenses or liabilities of the Master Servicer, the Trustee or the Trust Fund. Any funds remaining in the Policy Payments Account on the first Business Day following a Distribution Date shall be remitted to the Certificate Insurer, pursuant to the instructions of the Certificate Insurer, by the end of such Business Day. (c) The Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Class A Certificate from moneys received under the 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 written notice to the Trustee. (d) The Trustee shall promptly notify the Certificate Insurer and Fiscal Agent of any proceeding or the institution of any action, of which a Responsible Officer of the Trustee has actual knowledge, 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 Class A Certificateholder, by its purchase of Class A Certificates, the Master 119 Servicer and the Trustee hereby agree that the Certificate Insurer (so long as no Certificate Insurer Default has occurred and is continuing) 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 such Preference Claim and (ii) 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 rights of the Master Servicer, the Trustee and each Class A Certificateholder 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 court order issued in connection with any such Preference Claim.

Claims Upon the Policy; Policy Payments Account. (a) If, by the close of business on the third Business Day prior to a Distribution Date, the Trust Administrator determines Trustee determines, based on the Remittance Report, that a Deficiency Amount for any Distribution Date is greater than zero, then the Trust Administrator Trustee shall give notice to the Certificate Insurer by telephone or telecopy of the amount of such Deficiency Amount. Such notice of such Deficiency Amount shall be confirmed in writing in the form set forth as Exhibit A to the Endorsement of the Policy, Policy to the Certificate Insurer and the Fiscal Agent (as defined in the Policy), if any, at or before 10:00 a.m. a.m., New York time time, on the second Business Day prior to such Distribution Date. Following Receipt (as defined in the Policy) receipt by the Certificate Insurer of such notice in such form, the Certificate Insurer or the Fiscal Agent will pay any amount payable under the Policy on the later to occur of (i) 12:00 noon noon, New York time time, on the second Business Day following such receipt and (ii) 12:00 noon noon, New York time time, on the Distribution Date to which such deficiency relates, as provided in the Endorsement Exhibit A to the Policy. (b) The Trust Administrator Trustee shall establish a separate special purpose trust account for the benefit of Holders of the Class A Certificates and the Certificate Insurer referred to herein as the "Policy Payments Account" over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Trustee shall deposit any amount paid under the Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders of Class A Certificates of the Guaranteed Distribution for which a claim was made, made and such amount may not be applied to satisfy any costs, expenses or liabilities of either the Servicer, the Master Servicer, the Trustee, the Trust Administrator Trustee or the Trust Fund. Amounts paid under the Policy shall be transferred to the Distribution Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator Trustee to Holders of Class A Certificates in accordance with Section 4.01(c4.01(b) or Section 10.01, as applicable. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution with other funds available to make such payment. However, the amount of any payment of principal of or interest on the Class A Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Register and in the statement to be furnished to Holders of the Class A Certificates and Residual Certificates pursuant to Section 44.02. Funds held in the Policy Payments Account shall not be invested. On any Distribution Date with respect to which a claim has been made under the Policy, the amount of any funds received by the Trustee as a result of any claim under the Policy, to the extent required to make the Guaranteed Distribution on such Distribution Date, shall be withdrawn from the Policy Payments Account and deposited in the Distribution Account and applied by the Trustee, together with the other funds to be withdrawn from the Distribution Account pursuant to Section 4.01(b) or Section 10.01, as applicable, directly to the payment in full of the Guaranteed Distribution due on the Class A Certificates. Funds received by the Trustee as a result of any claim under the Policy shall be deposited by the Trustee in the Policy Payments Account and used solely for payment to the Holders of the Class A Certificates and may not be applied to satisfy any costs, expenses or liabilities of the Servicer, the Trustee or the Trust Fund. Any funds remaining in the Policy Payments Account on the first Business Day following a Distribution Date shall be remitted to the Certificate Insurer, pursuant to the instructions of the Certificate Insurer, by the end of such Business Day. (c) The Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Class A Certificate from moneys received under the 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. (d) The Trustee shall promptly notify the Certificate Insurer and Fiscal Agent of any proceeding or the institution of any action, of which a Responsible Officer the Trustee has actual knowledge, seeking the avoidance as a 107 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 Class A Certificateholder, by its purchase of Class A Certificates, the Servicer and the Trustee hereby agree that the Certificate Insurer (so long as no Certificate Insurer Default has occurred and is continuing) 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 such Preference Claim and (ii) 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 rights of the Servicer, the Trustee and each Class A Certificateholder 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 court order issued in connection with any such Preference Claim.

Claims Upon the Policy; Policy Payments Account. (a) If, by the close of business on the third Business Day prior to a Distribution Date, the Trust Administrator determines Indenture Trustee determines, based on the Remittance Report, that a Deficiency Amount for any Distribution Date is greater than zero, then the Trust Administrator Indenture Trustee shall give notice to the Certificate Insurer by telephone or telecopy of the amount of such Deficiency Amount. Such notice of such Deficiency Amount shall be confirmed in writing in the form set forth as Exhibit A to the Endorsement of the Policy, Policy to the Certificate Insurer and the Fiscal Agent (as defined in the Policy), if any, at or before 10:00 a.m. a.m., New York time time, on the second Business Day prior to such Distribution Date. Following Receipt (as defined in the Policy) by the Certificate Insurer of such notice in such form, the Certificate Insurer or the Fiscal Agent will pay any amount payable under the Policy on the later to occur of (i) 12:00 noon New York time on the second Business Day following such receipt and (ii) 12:00 noon New York time on the Distribution Date to which such deficiency relates, as provided in the Endorsement to the Policy. (b) The Trust Administrator Indenture Trustee shall establish a separate special purpose trust account for the benefit of Holders of the Class A Certificates Notes and the Certificate Insurer referred to herein as the "Policy Payments Account" over which the Trust Administrator Indenture Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Indenture Trustee shall deposit any amount paid under the Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders of Class A Certificates Notes of the Guaranteed Distribution for which a claim was made, made and such amount may not be applied to satisfy any costs, expenses or liabilities of either the Servicer, the Master Servicer, the Trustee, the Trust Administrator Indenture Trustee or the Trust FundIssuer. Amounts paid under the Policy shall be transferred to the Distribution Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator Indenture Trustee to Holders of Class A Certificates Notes in accordance with Section 4.01(c8.3(b) or Section 10.01Article X, as applicable. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution with other funds available to make such payment. However, the amount of any payment of principal of or interest on the Class A Certificates Notes to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Note Register and in the statement to be furnished to Holders of the Class A Certificates Notes pursuant to Section 48.5. Funds held in the Policy Payments Account shall not be invested. On any Distribution Date with respect to which a claim has been made under the Policy, the amount of any funds received by the Indenture Trustee as a result of any claim under the Policy, to the extent required to make the Guaranteed Distribution on such Distribution Date, shall be withdrawn from the Policy Payments Account and deposited in the Distribution Account and applied by the Indenture Trustee, together with the other funds to be withdrawn from the Distribution Account pursuant to Section 8.3(b) or Article X, as applicable, directly to the payment in full of the Guaranteed Distribution due on the Class A Notes. Funds received by the Indenture Trustee as a result of any claim under the Policy shall be deposited by the Indenture Trustee in the Policy Payments Account and used solely for payment to the Holders of the Class A Notes and may not be applied to satisfy any costs, expenses or liabilities of the Servicer, the Indenture Trustee or the Issuer. Any funds remaining in the Policy Payments Account on the first Business Day following a Distribution Date shall be remitted to the Insurer, pursuant to the instructions of the Insurer, by the end of such Business Day. (c) The Indenture Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Class A Note from moneys received under the Policy. The 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 Indenture Trustee.

Claims Upon the Policy; Policy Payments Account. (a) If, by the close of business on the third Business Day prior to a Distribution Date, the Trust Administrator determines that a Deficiency Amount sum of the funds then on deposit in the Collection Account for any the related Collection Period which are payable to the Investor Certificateholders pursuant to Sections 5.01(a) (excluding the amount, if any, payable pursuant to clause (vii) thereof) and (b) (after giving effect to the distribution of the Trustee Fee and the Premium) and the amount, if any, deposited into the Collection Account pursuant to Section 4.05 are insufficient to pay the Guaranteed Distribution Date is greater than zeroon such Distribution Date, then the Trust Administrator Trustee shall give notice to the Certificate Insurer Credit Enhancer by telephone or telecopy of the amount of such Deficiency equal to the Credit Enhancement Draw Amount. Such notice of such Deficiency Amount sum shall be confirmed in writing in the form of Notice for payment set forth as Exhibit A to the Endorsement of the Policy, to the Certificate Insurer and the Fiscal Agent (as defined in the Policy), if any, Credit Enhancer at or before 10:00 a.m. a.m., New York time City time, on the second Business Day prior to such Distribution Date. Following Receipt (as defined in the Policy) receipt by the Certificate Insurer Credit Enhancer of such notice in such form, the Certificate Insurer or the Fiscal Agent Credit Enhancer will pay any amount payable under the Policy as set forth in such form on the later to occur of (i) 12:00 noon noon, New York time City time, on the second Business Day following such receipt and (ii) 12:00 noon noon, New York time City time, on the Distribution Date to which such deficiency relates, as provided in the Endorsement to the Policy. (b) The Trust Administrator Trustee shall establish a separate special purpose trust account, which account shall be an Eligible Account, for the benefit of Holders of the Class A Investor Certificates and the Certificate Insurer Credit Enhancer referred to herein as the "Policy Payments Account" over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Trustee shall deposit any amount paid under the Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders of Class A the Investor Certificates of the Guaranteed Distribution for which a claim was made, made and such amount may not be applied to satisfy any costs, expenses or liabilities of either Servicer, the Master Servicer, the Trustee, the Trust Administrator Trustee or the Trust FundTrust. Amounts paid under the Policy shall be transferred to the Distribution Collection Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator Trustee to Holders of Class A Investor Certificates in accordance with Section 4.01(c) or Section 10.01, as applicable5.01. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution with other funds available to make such payment. However, the amount of any payment of principal of or interest on the Class A Investor Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Register and in the statement to be furnished to Holders of the Class A Investor Certificates pursuant to Section 45.03. Funds held in the Policy Payments Account shall not be invested. On any Distribution Date with respect to which a claim has been made under the Policy, the amount of any funds received by the Trustee as a result of any claim under the Policy, to the extent required to make the Guaranteed Distribution on such Distribution Date, shall be withdrawn from the Policy Payments Account and deposited in the Collection Account and applied by the Trustee, together with the other funds to be withdrawn from the Collection Account pursuant to Section 5.01 directly to the payment in full of the Guaranteed Distribution due on the Investor Certificates. Any funds received by the Trustee shall be used solely for payment to the Holders of Investor Certificates and may not be applied to satisfy any costs, expenses or liabilities of the Master Servicer, the Trustee or the Trust. Any funds remaining in the Policy Payments Account on the first Business Day following a Distribution Date shall be remitted to the Credit Enhancer, pursuant to the instructions of the Credit Enhancer, by the end of such Business Day. (c) The Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Investor Certificate from moneys received under the Policy. The Credit Enhancer 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.] (d) The Trustee shall promptly notify the Credit Enhancer of any proceeding or the institution of any action, of which a Responsible Officer of the Trustee has actual knowledge, 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 Investor Certificates. Each Investor Certificateholder, by its purchase of Investor Certificates, the Master Servicer and the Trustee hereby agree that, the Credit Enhancer (so long as no Credit Enhancer 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 such Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Credit Enhancer shall be subrogated to the rights of the Master Servicer, the Trustee and each Investor Certificateholder 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 court order issued in connection with any such Preference Claim.

Claims Upon the Policy; Policy Payments Account. (a) If, by In the close event that an Insured Payment becomes due pursuant to the terms of business on the third Business Day prior to a Distribution DateCertificate Insurance Policy, the Trust Administrator determines that Trustee shall submit a Deficiency Amount for any Distribution Date is greater than zero, then the Trust Administrator shall give notice to the Certificate Insurer by telephone or telecopy of the amount of such Deficiency Amount. Such notice of such Deficiency Amount shall be confirmed in writing Notice (in the form set forth as Exhibit A to the Endorsement of the Policy, to the Certificate Insurer and the Fiscal Agent (as defined in the Policy), if any, at or before 10:00 a.m. New York time on the second Business Day prior attached to such Distribution Date. Following Receipt (as defined in the Certificate Insurance Policy) by in accordance with the Certificate Insurer terms of such notice in such form, the Certificate Insurer or the Fiscal Agent will pay any amount payable under the Policy on the later to occur of (i) 12:00 noon New York time on the second Business Day following such receipt and (ii) 12:00 noon New York time on the Distribution Date to which such deficiency relates, as provided in the Endorsement to the Insurance Policy. (b) The Trust Administrator Trustee shall establish and maintain a separate special purpose trust account for the benefit of Holders the Owners of the Class A Certificates and the Certificate Insurer referred to herein as the "Policy Payments Account" over which the Trust Administrator shall have exclusive control and sole right of withdrawal. The Trust Administrator Policy Payments Account shall be an Eligible Account. The Trustee shall deposit any amount paid under the Policy Certificate Insurance Policies in the Policy Payments Account and distribute such amount only for purposes of payment to Holders the Owners of the related Class A Certificates of the Guaranteed Distribution Insured Payments for which a claim was made, made and such amount may not be applied to satisfy any costs, expenses or liabilities of either the Servicer, the Master ServicerSeller, the TrusteeDepositor, the Trust Administrator Custodian, the Trustee or the Trust FundTrust. Amounts paid under the related Certificate Insurance Policy shall be transferred to the Distribution Certificate Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator Trustee to Holders Owners of the related Class A Certificates in accordance with Section 4.01(c) or Section 10.01, as applicable7.03. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution Insured Payments with other funds available to make such payment. However, the amount of any payment of principal of or interest on the related Class A Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Register and in the statement to be furnished to Holders Owners of the Class A Certificates pursuant to Section 47.08. Funds held in the Policy Payments Account shall not be invested by the Trustee. On any Payment Date with respect to which a claim has been made under the related Certificate Insurance Policy, the amount of funds received by the Trustee as a result of any claim under the related Certificate Insurance Policy, to the extent required to make the Insured Payment on such Payment Date shall be withdrawn from the Policy Payments Account and deposited in the Certificate Account and applied by the Trustee, together with the other funds to be withdrawn from the Certificate Account, directly to the payment in full of the Insured Payment due on the related Class of Class A Certificates. Funds received by the Trustee as a result of any claim under either Certificate Insurance Policy shall be deposited by the Trustee in the Policy Payments Account and used solely for payment to the Owners of the Class A Certificates and may not be applied to satisfy any costs, expenses or liabilities of the Servicer, the Seller, the Depositor, the Custodian, the Trustee or the Trust. Any funds remaining in the Policy Payments Account on the first Business Day following a Payment Date shall be remitted to the Certificate Insurer, pursuant to the instructions of the Certificate Insurer, by the end of such Business Day. (c) The Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Class A Certificate from moneys received under the Certificate Insurance Policies. 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. (d) The Trustee shall promptly notify the Certificate Insurer and Fiscal Agent (as defined in the Certificate Insurance Policies) of any proceeding or the institution of any action, of which an Authorized Officer of the Trustee has actual knowledge, 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 Owner of a Class A Certificate by its purchase of such Certificate, the Servicer 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 such Preference Claim and (ii) 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 rights of the Servicer, the Trustee and Owner of Class A Certificate 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 court order issued in connection with any such Preference Claim.

Claims Upon the Policy; Policy Payments Account. (a) If, by the close of business at or before 12:00 p.m., New York time, on the third second Business Day prior to a Distribution Date, the Trust Administrator determines that a Deficiency Amount the amounts on deposit in the Certificate Account available to be distributed to the Insured Certificates in accordance with Section 4.01 will be insufficient to pay the Guaranteed Distributions (as defined in the Policy) to the Holders of the Insured Certificates for any such Distribution Date is greater than zeroDate, then the Trust Administrator on behalf of the Trustee shall give notice to the Certificate Insurer by telephone or telecopy of the amount of such Deficiency Amount. Such notice of such Deficiency Amount shall be confirmed in writing in the form set forth as Exhibit A to the Endorsement of the Policy, to the Certificate Insurer and the Fiscal Agent (as defined in the Policy)) by telephone, if anyelectronic mail or telecopy of the amount of such deficiency. Such notice of such deficiency shall be confirmed in writing by a notice executed and delivered by the Trust Administrator on behalf of the Trustee in the form set forth as Exhibit A to the Endorsement to the Policy, to the Certificate Insurer at or before 10:00 a.m. 12:00 p.m. New York time on the second Business Day prior to such Distribution DateDate and will be accompanied by the monthly statement, if available, or such other data as requested, required to be prepared pursuant to the first paragraph of Section 4.04(a) for the Distribution Date for which the claim is made. The Trust Administrator shall forward a copy of each such notice simultaneously to the Certificate Insurer, the Trustee and the Fiscal Agent. Following Receipt (as defined in the Policy) by the Certificate Insurer of such notice in such form, the Certificate Insurer or the Fiscal Agent will pay any amount payable under the Policy on the later to occur of (i) 12:00 noon New York time on the second Business Day following such receipt and (ii) 12:00 noon New York time on the Distribution Date to which such deficiency claims relates, as provided in the Endorsement to the Policy. (b) The Trustee hereby appoints the Trust Administrator as its agent in connection with the receipt and distribution of all amounts required to be paid by the Certificate Insurer under the Policy and the providing of any notices required to be provided thereunder. The Trust Administrator on behalf of the Trustee shall establish a separate special purpose segregated non-interest bearing trust account for the benefit of Holders of the Class A Insured Certificates and the Certificate Insurer referred to herein as the "“Policy Payments Account" ” over which the Trust Administrator shall have exclusive control and sole right of withdrawal. The Trust Administrator shall deposit any amount paid under the Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders of Class A Insured Certificates of the Guaranteed Distribution Insured Amounts or any amount in respect of a Preference Claim (as defined in the Policy) for which a claim under the Policy was made, and such amount may not be applied to satisfy any costs, expenses or liabilities of either Servicer, the Master Servicer, the TrusteeTrust Administrator, the Trust Administrator Trustee or the Trust Fund. Amounts paid under the Policy shall be transferred to the Distribution Certificate Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator to Holders of Class A Insured Certificates entitled to such amounts in accordance with Section 4.01(c) or 4.01 (or, in the case of an amount in respect of a Preference Claim, to the related Holders of Insured Certificates as contemplated in Section 10.01, as applicable13.04(d)). It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution with other funds available distributions to make be made to such paymentHolders pursuant to Section 4.01. However, the amount of any payment of principal of or interest on the Class A Insured Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Register and in the statement to be furnished to Holders of the Class A Insured Certificates pursuant to Section 44.04. Funds held in the Policy Payments Account shall not be invested. (c) On any Distribution Date with respect to which a claim has been made under the Policy, the amount of any funds received by the Trust Administrator on behalf of the Trustee as a result of any claim under the Policy, to the extent required to pay the Insured Amount on such Distribution Date, shall be withdrawn from the Policy Payments Account and deposited in the Certificate Account and applied by the Trust Administrator, directly to the payment in full of the Insured Amount due on the Insured Certificates. Funds received by the Trust Administrator on behalf of the Trustee as a result of any claim under the Policy shall be deposited by the Trust Administrator in the Policy Payments Account and used solely for payment to the Holders of the Insured Certificates and may not be applied to satisfy any costs, expenses or liabilities of the Master Servicer, the Trust Administrator, the Trustee or the Trust Fund. Any funds remaining in the Policy Payments Account on the first Business Day following a Distribution Date shall be remitted to the Certificate Insurer, pursuant (and subject to receipt of) to the instructions of the Certificate Insurer, by the end of such Business Day. (d) The Trust Administrator shall keep complete and accurate records in respect of (i) all funds remitted to it by the Certificate Insurer and (ii) the allocation of such funds to (A) payments of interest on and principal in respect of any Insured Certificates and (B) the amount of funds available to make distributions on the Insured Certificates pursuant to Section 4.01. The Certificate Insurer shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days’ prior notice to the Trust Administrator. (e) The Trust Administrator shall promptly notify the Certificate Insurer of: (A) the commencement of any proceeding of which a Responsible Officer of the Trust Administrator has actual knowledge 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 of which a Responsible Officer of the Trust Administrator has actual knowledge 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. Each Holder of an Insured Certificate, by its purchase of such Certificate, the Master Servicer, the Trust Administrator and the Trustee hereby agree that the Certificate Insurer (so long as no Certificate Insurer Default has occurred and is continuing) 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 such Preference Claim and (ii) 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 rights, if any, of the Master Servicer, Trust Administrator, the Trustee and each Holder of an Insured Certificate 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 court order issued in connection with any such Preference Claim. (f) The Trustee and the Trust Administrator each acknowledge, and each Holder of an Insured Certificate by its acceptance of the Insured Certificate agrees, that, without the need for any further action on the part of the Certificate Insurer or the Trustee, to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on any Insured Certificates, the Certificate Insurer will be fully subrogated to the rights of the Holders of such Insured Certificates to receive such principal and interest from the Trust Fund. The Holders of the Insured Certificates, by acceptance of the Insured Certificates, assign their rights as Holders of the Insured Certificates to the extent of the Certificate Insurer’s interest with respect to amounts paid under the Policy. Anything herein to the contrary notwithstanding, solely for purposes of determining the Certificate Insurer Premium payable to the Certificate Insurer and the Certificate Insurer’s rights, as applicable, as subrogee for payments distributable pursuant to Section 4.01, any payment with respect to distributions to the Insured Certificates which is made with funds received pursuant to the terms of the Policy shall not be considered payment of the Insured Certificates from the Trust Fund and shall not result in the distribution or the provision for the distribution in reduction of the Class Certificate Balance of the Insured Certificates within the meaning of Article IV. (g) Upon its becoming aware of the occurrence of an Event of Default, the Trust Administrator shall promptly notify the Certificate Insurer of such Event of Default. The Trustee, the Depositor, the Master Servicer and the Trust Administrator shall cooperate in all respects with any reasonable request by the Certificate Insurer for action to preserve or enforce the Certificate Insurer’s rights or interests under this Agreement without limiting the rights or affecting the interests of the Holders as otherwise set forth herein. (h) The Master Servicer shall designate a contact person who shall be available within a reasonable period of time to the Certificate Insurer to provide reasonable access to information regarding the Mortgage Loans. (i) [Reserved]. (j) For so long as there is no continuing default by the Certificate Insurer under its obligations under the Policy (a “Certificate Insurer Default”), each Holder of an Insured Certificate agrees that the Certificate Insurer shall be treated by the Depositor, the Servicers, the Master Servicer, the Trust Administrator and the Trustee as if the Certificate Insurer were the Holder of all of the Insured Certificates for the purpose (and solely for the purpose) of the giving of any consent, the making of any direction or the exercise of any voting or other control rights otherwise given to the Holders of the Insured Certificates hereunder. (k) With respect to this Article XIII, (i) the term “Receipt” and “

Claims Upon the Policy; Policy Payments Account. (a) If, by the close of business 10:00 a.m. New York time on the third Business Day prior to a Distribution Date, the Trust Administrator Trustee determines that a Deficiency Amount the Available Funds plus any amounts to be deposited in the Certificate Account from the Reserve Fund pursuant to Section 7.03(a)(iii) will not be sufficient to pay the Class A Certificateholders the Insured Payment for any such Distribution Date is greater than zeroDate, then the Trust Administrator Trustee shall give notice to the Certificate Insurer by telephone or telecopy of and the amount of such Deficiency Amount. Such notice of such Deficiency Amount shall be confirmed Fiscal Agent (if any) (as defined in writing the Certificate Insurance Policy) in the form set forth as Exhibit A to the Endorsement of the Certificate Insurance Policy, to the Certificate Insurer and the Fiscal Agent (as defined in the Policy), if any, at or before 10:00 a.m. New York time on the second Business Day prior to such Distribution Date. Following Receipt (as defined in the Certificate Insurance Policy) by the Certificate Insurer of such notice in such form, the Certificate Insurer or the Fiscal Agent will pay any amount payable under the Certificate Insurance Policy on the later to occur of (i) 12:00 noon New York time on the second third Business Day following such receipt Receipt and (ii) 12:00 noon New York time on the Distribution Date to which such deficiency relates, as provided in the Endorsement to the Certificate Insurance Policy. (b) The Trust Administrator Trustee shall establish and maintain a separate special purpose trust account for the benefit of Holders the Owners of the Class A Certificates and the Certificate Insurer referred to herein as the "Policy Payments Account" over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Policy Payments Account shall be an Eligible Account. The Trustee shall deposit any amount paid under the Certificate Insurance Policy in into the Policy Payments Account and distribute such amount only for purposes of payment to Holders the Owners of the related Class A Certificates of the Guaranteed Distribution Insured Payments for which a claim was made, made and such amount may not be applied to satisfy any costs, expenses or liabilities of either the Servicer, the Master ServicerSeller, the TrusteeDepositor, the Trust Administrator Custodian, the Trustee or the Trust FundTrust. Amounts paid under the Certificate Insurance Policy shall be transferred to the Distribution Certificate Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator Trustee to Holders Owners of the related Class A Certificates in accordance with Section 4.01(c) or Section 10.01, as applicable7.03. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution Insured Payments with other funds available to make such payment. However, the amount of any payment of principal of or interest on the related Class A Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Register and in the statement to be furnished to Holders Owners of the Class A Certificates pursuant to Section 47.08. Funds held in the Policy Payments Account shall not be invested by the Trustee. On any Distribution Date with respect to which a claim has been made under the Certificate Insurance Policy, the amount of funds received by the Trustee as a result of any claim under the Certificate Insurance Policy, to the extent required to make the Insured Payment on such Distribution Date shall be withdrawn from the Policy Payments Account and deposited in the Certificate Account and applied by the Trustee, together with the other funds to be withdrawn from the Certificate Account, directly to the payment in full of the Insured Payment due on the related Class of Class A Certificates. Funds received by the Trustee as a result of any claim under the Certificate Insurance Policy shall be deposited by the Trustee in the Policy Payments Account and used solely for payment to the Owners of the Class A Certificates and may not be applied to satisfy any costs, expenses or liabilities of the Servicer, the Seller, the Depositor, the Custodian, the Trustee or the Trust. Any funds remaining in the Policy Payments Account on the first Business Day following a Distribution Date shall be remitted to the Certificate Insurer, pursuant to the instructions of the Certificate Insurer, by the end of such Business Day. (c) The Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Class A 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. (d) The Trustee shall promptly notify the Certificate Insurer and Fiscal Agent (as defined in the Certificate Insurance Policy) of any proceeding or the institution of any action, of which an Authorized Officer of the Trustee has actual knowledge, 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 Owner of a Class A Certificate by its purchase of such Certificate, the Servicer and the Trustee 143 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 such Preference Claim and (ii) 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 rights of the Servicer, the Trustee and each Owner of a Class A Certificate 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 court order issued in connection with any such Preference Claim.

Claims Upon the Policy; Policy Payments Account. (a) If, by the close of business If on the third Business Day prior to a Distribution Date, the Trust Administrator determines that a Deficiency Total Distribution Amount on deposit or to be deposited in the Collection Account for the related Collection Period (after giving effect to all transfers thereto of any amounts from the Spread Account and to the payment of all amounts required to be paid pursuant to clauses (1) and (2) of Section 5.06(b)) is insufficient to pay the Guaranteed Payment on the related Distribution Date is greater than zeroDate, then the Trust Administrator Indenture Trustee shall give notice to the Certificate Security Insurer by telephone or telecopy of the amount of such Deficiency Amountdeficiency. Such notice of such Deficiency Amount shall be confirmed in writing by the Indenture Trustee in the form set forth as Exhibit A to the Endorsement of the Policy, to the Certificate Security Insurer and the Fiscal Agent (as defined in the Policy)Agent, if any, at or before 10:00 a.m. 12:00 noon, New York time City time, on the second Business Day prior to such Distribution Date. Following Receipt (as defined in the Policy) receipt by the Certificate Security Insurer of such notice in such form, the Certificate Security Insurer or the Fiscal Agent will pay any amount payable under the Policy on the later to occur of (i) 12:00 noon noon, New York time City time, on the second Business Day following such receipt and (ii) 12:00 noon noon, New York time City time, on the Distribution Date to which such deficiency relates, as provided in the Endorsement to the Policy. (b) The Trust Administrator Indenture Trustee shall establish a separate special purpose trust account for the benefit of Holders of the Class A Certificates and the Certificate Insurer referred to herein as Noteholders (the "Policy Payments Account" over which the Trust Administrator "). The Indenture Trustee shall have exclusive control over the Policy Payments Account and sole right of withdrawal. The Trust Administrator Indenture Trustee shall deposit any amount paid under the Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders of Class A Certificates of pay to Noteholders the Guaranteed Distribution Payment for which a claim was has been made, and such amount may not be applied to satisfy any costs, expenses or liabilities of either the Servicer, the Master Servicer, the Trustee, the Trust Administrator Indenture Trustee or the Trust FundOwner Trustee. Amounts paid under the Policy shall be transferred to the Distribution Collection Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator Indenture Trustee to Holders of Class A Certificates Noteholders in accordance with Section 4.01(c) or Section 10.01, as applicable5.06. It shall not be necessary for such any payments under the Policy to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution with Payment from other funds available to make such payment. However, the amount of any payment of principal of or interest on the Class A Certificates Notes to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Note Register and in the statement to be furnished to Holders of the Class A Certificates Noteholders pursuant to Section 45.11. Funds held in the Policy Payments Account shall not be invested by the Indenture Trustee. On any Distribution Date with respect to which a claim has been made under the Policy, the amount of any funds received by the Indenture Trustee as a result of any claim under the Policy, to the extent required to make the Guaranteed Payment on such Distribution Date, shall be withdrawn from the Policy Payments Account and deposited in the Collection Account and applied by the Indenture Trustee, together with the other funds to be distributed from the Collection Account pursuant to Section 5.06, directly to the payment in full of the Guaranteed Payment due with respect to the Notes. Any funds remaining in the Policy Payments Account on the first Business Day following a Distribution Date shall be remitted to the Security Insurer, pursuant to the instructions of the Security Insurer, by the end of such Business Day. (c) The Indenture Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Notes from moneys received under the Policy. The Security 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 Indenture Trustee at the expense of the Security Insurer.

Claims Upon the Policy; Policy Payments Account. (a) If, by the close of business on the third Business Day prior to a Distribution Date, the Trust Administrator determines that Servicing Certificate shows a Deficiency Amount for any Distribution Date is greater than zerothe related Payment Date, then the Trust Administrator Indenture Trustee shall give notice to the Certificate Insurer by telephone or telecopy of the aggregate amount of such Deficiency Amount. Such notice of such Deficiency Amount shall be deficiency, confirmed in writing in the form set forth as Exhibit A to the Endorsement of the Policy, to the Certificate Insurer and the Fiscal Agent (as defined in the Policy), if anyCredit Enhancer, at or before 10:00 a.m. 12:00 noon, New York time City time, on the second Business Day prior to such Distribution Payment Date. Following Receipt (as defined If, subsequent to such notice, and prior to payment by the Credit Enhancer to such notice, additional amounts are deposited in the Policy) by the Certificate Insurer of such notice in such formNote Payment Account, the Certificate Insurer Trustee shall reasonably promptly notify the Credit Enhancer and withdraw the notice or reduce the Fiscal Agent will pay any amount payable under the Policy on the later to occur of (i) 12:00 noon New York time on the second Business Day following such receipt and (ii) 12:00 noon New York time on the Distribution Date to which such deficiency relatesclaimed, as provided in the Endorsement to the Policyappropriate. (b) The Trust Administrator Indenture Trustee shall establish a separate special purpose trust account for the benefit of Holders of the Class A Certificates A-5 Notes and the Certificate Insurer Credit Enhancer referred to herein as the "Policy Payments Account" over which the Trust Administrator Indenture Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Indenture Trustee shall deposit any amount paid under the Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders of Class A Certificates A-5 Notes of the Guaranteed Distribution Insured Payments for which a claim was made, and such . Such amount may not be applied to satisfy any costs, expenses or liabilities of either the Servicer, the Master Servicer, the Trustee, the Trust Administrator Indenture Trustee or the Trust FundTrust. Amounts paid under the Policy shall be transferred to the Distribution Note Payment Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator Indenture Trustee to Holders of Class A Certificates A-5 Notes in accordance with Section 4.01(c) or Section 10.01, as applicable3.05. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution Insured Payments with other funds available to make such payment. However, the amount of any payment of principal of or interest on the Class A Certificates A-5 Notes to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Register and in the statement to be furnished to Holders of the Class A Certificates A-5 Notes pursuant to Section 44.01 of the Servicing Agreement. Funds held in the Policy Payments Account shall not be invested by the Indenture Trustee. On any Payment Date with respect to which a claim has been made under the Policy, the amount of any funds received by the Indenture Trustee as a result of any claim under the Policy, to the extent required to make the Insured Payment on such Payment Date shall be withdrawn from the Policy Payments Account and deposited in the Note Payment Account and applied by the Indenture Trustee, together with the other funds to be distributed to the Class A-5 Noteholders pursuant to Section 3.05, directly to the payment in full of the Insured Payment due on the Class A-5 Notes. Any funds remaining in the Policy Payments Account on the first Business Day following a Payment Date shall be remitted to the Credit Enhancer, pursuant to the instructions of the Credit Enhancer by the end of such Business Day. (c) The Indenture Trustee shall keep a complete and accurate record of the amount of interest and principal paid into the Policy Payments Account in respect of any Class A-5 Notes from moneys received under the Policy. The Credit Enhancer shall have the right to inspect such records at reasonable times during normal business hours upon two Business Day's prior notice to the Indenture Trustee.

Claims Upon the Policy; Policy Payments Account. (a) If, by the close of business on the third Business Day prior to a Distribution Date, the Trust Administrator determines Trustee determines, based on the Remittance Report, that a Deficiency Amount for any Distribution Date is greater than zero, then the Trust Administrator Trustee shall give notice to the Certificate Insurer by telephone or telecopy of the amount of such Deficiency Amount. Such notice of such Deficiency Amount shall be confirmed in writing in the form set forth as Exhibit A to the Endorsement of the Policy, Policy to the Certificate Insurer and the Fiscal Agent (as defined in the Policy), if any, at or before 10:00 a.m. a.m., New York time time, on the second Business Day prior to such Distribution Date. Following Receipt (as defined in the Policy) receipt by the Certificate Insurer of such notice in such form, the Certificate Insurer or the Fiscal Agent will pay any amount payable under the Policy on the later to occur of (i) 12:00 noon noon, New York time time, on the second Business Day following such receipt and (ii) 12:00 noon noon, New York time time, on the Distribution Date to which such deficiency relates, as provided in the Endorsement Exhibit A to the Policy. (b) The Trust Administrator Trustee shall establish a separate special purpose trust account for the benefit of Holders of the Class A Certificates and the Certificate Insurer referred to herein as the "Policy Payments Account" over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Trustee shall deposit any amount paid under the Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders of Class A Certificates of the Guaranteed Distribution for which a claim was made, made and such amount may not be applied to satisfy any costs, expenses or 107 liabilities of either the Servicer, the Master Servicer, the Trustee, the Trust Administrator Trustee or the Trust Fund. Amounts paid under the Policy shall be transferred to the Distribution Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator Trustee to Holders of Class A Certificates in accordance with Section 4.01(c4.01(b) or Section 10.01, as applicable. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution with other funds available to make such payment. However, the amount of any payment of principal of or interest on the Class A Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Register and in the statement to be furnished to Holders of the Class A Certificates and Residual Certificates pursuant to Section 44.02. Funds held in the Policy Payments Account shall not be invested. On any Distribution Date with respect to which a claim has been made under the Policy, the amount of any funds received by the Trustee as a result of any claim under the Policy, to the extent required to make the Guaranteed Distribution on such Distribution Date, shall be withdrawn from the Policy Payments Account and deposited in the Distribution Account and applied by the Trustee, together with the other funds to be withdrawn from the Distribution Account pursuant to Section 4.01(b) or Section 10.01, as applicable, directly to the payment in full of the Guaranteed Distribution due on the Class A Certificates. Funds received by the Trustee as a result of any claim under the Policy shall be deposited by the Trustee in the Policy Payments Account and used solely for payment to the Holders of the Class A Certificates and may not be applied to satisfy any costs, expenses or liabilities of the Servicer, the Trustee or the Trust Fund. Any funds remaining in the Policy Payments Account on the first Business Day following a Distribution Date shall be remitted to the Certificate Insurer, pursuant to the instructions of the Certificate Insurer, by the end of such Business Day. (c) The Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Class A Certificate from moneys received under the 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. (d) The Trustee shall promptly notify the Certificate Insurer and Fiscal Agent of any proceeding or the institution of any action, of which a Responsible Officer the Trustee has actual knowledge, 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 Class A Certificateholder, by its purchase of Class A Certificates, the Servicer and the Trustee hereby agree that the Certificate Insurer (so long as no Certificate Insurer Default has occurred and is continuing) 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 such Preference Claim and (ii) the posting of any surety, supersedeas or performance bond 108 pending any such appeal. In addition and without limitation of the foregoing, the Certificate Insurer shall be subrogated to the rights of the Servicer, the Trustee and each Class A Certificateholder 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 court order issued in connection with any such Preference Claim.

Claims Upon the Policy; Policy Payments Account. (a) If, by the close of business on the third Business Day prior to a Distribution Date, the Trust Administrator determines that a Deficiency Amount for any Distribution Date is greater than zero, then the Trust Administrator shall give notice to the Certificate Insurer by telephone or telecopy of the amount of such Deficiency Amount. Such notice of such Deficiency Amount shall be confirmed in writing in the form set forth as Exhibit A to the Endorsement of the Policy, to the Certificate Insurer and the Fiscal Agent (as defined in the Policy), if any, at or before 10:00 a.m. New York time on the second Business Day prior to such Distribution Date. Following Receipt (as defined in the Policy) by the Certificate Insurer of such notice in such form, the Certificate Insurer or the Fiscal Agent will pay any amount payable under the Policy on the later to occur of (i) 12:00 noon New York time on the second Business Day following such receipt and (ii) 12:00 noon New York time on the Distribution Date to which such deficiency relates, as provided in the Endorsement to the Policy. (b) The Trust Administrator Trustee shall establish a separate special purpose trust account for the benefit of Holders Owners of the Class A Certificates and the Certificate Insurer referred to herein as the "Policy Payments Account" over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Trustee shall deposit any amount paid under the Certificate Insurance Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders Owners of Class A Certificates of the Guaranteed Distribution Insured Payments for which a claim was made, made and such amount may not be applied to satisfy any costs, expenses or liabilities of either the Servicer, the Master Servicer, the Trustee, the Trust Administrator Trustee or the Trust FundTrust. Amounts paid under the Certificate Insurance Policy shall be transferred to the Distribution Certificate Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator Trustee to Holders Owners of Class A Certificates in accordance with Section 4.01(c) or Section 10.01, as applicable7.5. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution Insured Payments with other funds available to make such payment. However, the amount of any payment of principal of or interest on the Class A Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (cb) below in the Certificate Register and in the statement to be furnished to Holders Owners of the Certificates pursuant to Section 7.8. Funds held in the Policy Payments Account shall not be invested by the Trustee. On any Distribution Date with respect to which a claim has been made under the Certificate Insurance Policy, the amount of any funds received by the Trustee as a result of any claim under the Certificate Insurance Policy, to the extent required to pay the related Insured Distribution Amount on such Distribution Date shall be withdrawn from the Policy Payments Account and deposited in the Distribution Account and applied by the Trustee, together with the other funds to be withdrawn from the Certificate Account pursuant to this Agreement, directly to the payment in full of the related Insured Distribution Amount due on the related Class A Certificates. Funds received by the Trustee as a result of any claim under the Certificate Insurance Policy shall be deposited by the Trustee in the Policy Payments Account and used solely for payment to the Owners of the Class A Certificates and may not be applied to satisfy any costs, expenses or liabilities of the Servicer, the Trustee or the Trust Fund. Any funds remaining in the Policy Payments Account on the first Business Day following a Distribution Date shall 127 be remitted to the Certificate Insurer, pursuant to Section 4the instructions of the Certificate Insurer, by the end of such Business Day. (b) The Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Class A 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. (c) The Trustee shall promptly notify the Certificate Insurer of any proceeding or the institution of any action, of which an Authorized Officer of the Trustee has actual knowledge, 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 Owner of a Class A Certificate, by its purchase of Class A Certificates, the Servicer, the Unaffiliated Seller 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 such Preference Claim and (ii) 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 rights of the Servicer, the Trustee, the Unaffiliated Seller and each Owner of a Class A Certificate 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 court order issued in connection with any such Preference Claim.

Claims Upon the Policy; Policy Payments Account. (a) If, by the close of business on the third Business Day prior to a Distribution Date, the Trust Administrator Trustee determines that a Deficiency Amount for any Distribution Date is greater than zero, then the Trust Administrator Trustee shall give notice to the Certificate Insurer by telephone or telecopy of the amount of such Deficiency Amount. Such notice of such Deficiency Amount shall be confirmed in writing in the form set forth as Exhibit A to the Endorsement of the Policy, to the Certificate Insurer and the Fiscal Agent (as defined in the Policy), if any, at or before 10:00 a.m. a.m., New York time time, on the second Business Day prior to such Distribution Date. Following Receipt (as defined in the Policy) receipt by the Certificate Insurer of such notice in such form, the Certificate Insurer or the Fiscal Agent will pay any amount payable under the Policy on the later to occur of (i) 12:00 noon noon, New York time time, on the second Business Day following such receipt and (ii) 12:00 noon noon, New York time time, on the Distribution Date to which such deficiency relates, as provided in the Endorsement to the Policy. (b) The Trust Administrator Trustee shall establish a separate special purpose trust account for the benefit of Holders of the Class A Certificates and the Certificate Insurer referred to herein as the "Policy Payments Account" over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Trustee shall deposit any amount paid under the Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders of Class A Certificates of the Guaranteed Distribution for which a claim was made, made and such amount may not be applied to satisfy any costs, expenses or liabilities of either Servicer, the Master Servicer, the Trustee, the Trust Administrator Trustee or the Trust Fund. Amounts paid under the Policy shall be transferred to the Distribution Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator Trustee to Holders of Class A Certificates in accordance with Section 4.01(c4.01(b) or Section 10.01, as applicable. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution with other funds available to make such payment. However, the amount of any payment of principal of or interest on the Class A Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Register and in the statement to be furnished to Holders of the Class A Certificates and Residual Certificates pursuant to Section 44.02. Funds held in the Policy Payments Account shall not be invested. On any Distribution Date with respect to which a claim has been made under the Policy, the amount of any funds received by the Trustee as a result of any claim under the Policy, to the extent required to make the Guaranteed Distribution on such Distribution Date, shall be withdrawn from the Policy Payments Account and deposited in the Distribution Account and applied by the Trustee, together with the other funds to be withdrawn from the Distribution Account pursuant to Section 4.01(b) or Section 10.01, as applicable, directly to the payment in full of the Guaranteed Distribution due on the Class A Certificates. Funds received by the Trustee as a result of any claim under the Policy shall be deposited by the Trustee in the Policy Payments Account and used solely for payment to the Holders of the Class A Certificates and may not be applied to satisfy any costs, expenses or liabilities of the Master Servicer, the Trustee or the Trust Fund. Any funds remaining in the Policy Payments Account on the first Business Day following a Distribution Date shall be remitted to the Certificate Insurer, pursuant to the instructions of the Certificate Insurer, by the end of such Business Day. (c) The Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Class A Certificate from moneys received under the 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. (d) The Trustee shall promptly notify the Certificate Insurer and Fiscal Agent of any proceeding or the institution of any action, of which a Responsible Officer of the Trustee has actual knowledge, 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 Class A Certificateholder, by its purchase of Class A Certificates, the Master Servicer and the Trustee hereby agree that the Certificate Insurer (so long as no Certificate Insurer Default has occurred and is continuing) 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 such Preference Claim and (ii) 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 rights of the Master Servicer, the Trustee and each Class A Certificateholder 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 court order issued in connection with any such Preference Claim.

Claims Upon the Policy; Policy Payments Account. (a) If, by the close of business If on the third Business Day prior to a Distribution Determination Date, the Trust Administrator determines that a Deficiency Amount for any Distribution Date is greater than zerofunds then on deposit in the Note Account, then are insufficient to pay the Trust Administrator Insured Payments on such Payment Date, the Indenture Trustee shall give notice to the Certificate Note Insurer by telephone or telecopy of the amount of such Deficiency Amount. Such notice of such Deficiency Amount shall be deficiency, confirmed in writing in the form set forth as Exhibit A to the Endorsement of the Note Insurance Policy, to the Certificate Note Insurer and the Fiscal Agent (as defined in the Note Insurance Policy), if any, at or before 10:00 a.m. 9:00 a.m., New York time City time, on the second Business Day prior to such Distribution Payment Date. Following Receipt (as defined in the Policy) by the Certificate Insurer of such notice in such form, the Certificate Insurer or the Fiscal Agent will pay any amount payable under the Policy on the later to occur of (i) 12:00 noon New York time on the second Business Day following such receipt and (ii) 12:00 noon New York time on the Distribution Date to which such deficiency relates, as provided in the Endorsement to the Policy. (b) The Trust Administrator Indenture Trustee shall establish a separate special purpose trust account for the benefit of Holders the Owners of the Class A Certificates Notes and the Certificate Note Insurer referred to herein as the "Policy Payments Account" over which the Trust Administrator Indenture Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Indenture Trustee shall deposit any amount paid under the a Note Insurance Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders of Class A Certificates the Owners of the Guaranteed Distribution Notes of the Insured Payments for which a claim was made, made and such amount may not be applied to satisfy any costs, expenses or liabilities of either the Servicer, the Master ServicerSeller, the TrusteeDepositor, the Trust Administrator Custodian, the Indenture Trustee or the Trust FundTrust. Amounts paid under the Note Insurance Policy shall be transferred to the Distribution Note Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator Indenture Trustee to Holders Owners of Class A Certificates the Notes in accordance with Section 4.01(c) or Section 10.01, as applicable3.03. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution Insured Payments with other funds available to make such payment. However, the amount of any payment of principal of or interest on the Class A Certificates Notes to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Register and in the statement to be furnished to Holders Owners of the Class A Certificates Notes pursuant to Section 43.

Claims Upon the Policy; Policy Payments Account. (a) If, by In the close event that an Insured Payment becomes due pursuant to the terms of business on the third Business Day prior to a Distribution DateCertificate Insurance Policy, the Trust Administrator determines that Trustee shall submit a Deficiency Amount for any Distribution Date is greater than zero, then the Trust Administrator shall give notice to the Certificate Insurer by telephone or telecopy of the amount of such Deficiency Amount. Such notice of such Deficiency Amount shall be confirmed in writing Notice (in the form set forth as Exhibit A to the Endorsement of the Policy, to the Certificate Insurer and the Fiscal Agent (as defined in the Policy), if any, at or before 10:00 a.m. New York time on the second Business Day prior attached to such Distribution Date. Following Receipt (as defined in the Certificate Insurance Policy) by in accordance with the Certificate Insurer terms of such notice in such form, the Certificate Insurer or the Fiscal Agent will pay any amount payable under the Policy on the later to occur of (i) 12:00 noon New York time on the second Business Day following such receipt and (ii) 12:00 noon New York time on the Distribution Date to which such deficiency relates, as provided in the Endorsement to the Insurance Policy. (b) The Trust Administrator Trustee shall establish a separate special purpose trust account for the benefit of Holders the Owners of the Class A Certificates and the Certificate Insurer referred to herein as the "Policy Payments Account" over which the Trust Administrator shall have exclusive control and sole right of withdrawal. The Trust Administrator Trustee shall deposit any amount paid under the a Certificate Insurance Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders the Owners of the related Class A Certificates of the Guaranteed Distribution Insured Payments for which a claim was made, made and such amount may not be applied to satisfy any costs, expenses or liabilities of either the Servicer, the Master ServicerSeller, the TrusteeDepositor, the Trust Administrator Custodian, the Trustee or the Trust FundTrust. Amounts paid under the related Certificate Insurance Policy shall be transferred to the Distribution Certificate Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator Trustee to Holders Owners of the related Class A Certificates in accordance with Section 4.01(c) or Section 10.01, as applicable7.03. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution Insured Payments with other funds available to make such payment. However, the amount of any payment of principal of or interest on the related Class A Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Register and in the statement to be furnished to Holders Owners of the Class A Certificates pursuant to Section 47.08. Funds held in the Policy Payments Account shall not be invested by the Trustee. On any Payment Date with respect to which a claim has been made under the Certificate Insurance Policy, the amount of funds received by the Trustee as a result of any claim under the Certificate Insurance Policy, to the extent required to make the Insured Payment on such Payment Date shall be withdrawn from the Policy Payments Account and deposited in the Certificate Account and applied by the Trustee, together with the other funds to be withdrawn from the Certificate Account, directly to the payment in full of the Insured Payment due on the related Class of Class A Certificates. Funds received by the Trustee as a result of any claim under the Certificate Insurance Policies shall be 128 deposited by the Trustee in the Policy Payments Account and used solely for payment to the Owners of the Class A Certificates may not be applied to satisfy any costs, expenses or liabilities of the Servicer, the Seller, the Depositor, the Custodian, the Trustee or the Trust. Any funds remaining in the Policy Payments Account on the first Business Day following a Payment Date shall be remitted to the Certificate Insurer, pursuant to the instructions of the Certificate Insurer, by the end of such Business Day. (c) The Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Class A Certificate from moneys received under the Certificate Insurance Policies. 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. (d) The Trustee shall promptly notify the Certificate Insurer and Fiscal Agent (as defined in the Certificate Insurance Policies) of any proceeding or the institution of any action, of which an Authorized Officer of the Trustee has actual knowledge, 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 Owner of a Class A Certificate by its purchase of such Certificate, the Servicer 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 such Preference Claim and (ii) 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 rights of the Servicer, the Trustee and Owner of Class A Certificate 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 court order issued in connection with any such Preference Claim.

Claims Upon the Policy; Policy Payments Account. (a) If, by the close of business 10:00 a.m. New York time on the third Second Business Day prior to a Distribution Date, the Trust Administrator determines Trustee determines, based on the information furnished pursuant to Section 12.01, that a Deficiency the Available Distribution Amount will not be sufficient to pay the related Class A Certificateholders the related Insured Payment for any such Distribution Date is greater than zeroDate, then the Trust Administrator Trustee shall give notice to the Certificate Insurer by telephone or telecopy of and the amount of such Deficiency Amount. Such notice of such Deficiency Amount shall be confirmed in writing Fiscal Agent (if any) in the form set forth as Exhibit A to the Endorsement of the Certificate Insurance Policy, to the Certificate Insurer and the Fiscal Agent (as defined in the Policy), if any, at or before 10:00 a.m. New York time on the second Business Day prior to such Distribution Date. Following Receipt (as defined in the Policy) receipt by the Certificate Insurer of such notice in such form, the Certificate Insurer or the Fiscal Agent will pay any amount payable under the Certificate Insurance Policy on the later to occur of (i) 12:00 noon New York time on the second Business Day following such receipt Receipt and (ii) 12:00 noon New York time on the Distribution Date to which such deficiency relates, as provided in the Endorsement to the Policy. (b) The Trust Administrator Trustee shall establish and maintain a separate special purpose trust account for the benefit of Holders the Owners of the Class A Certificates and the Certificate Insurer referred to herein as the "Policy Payments Account" over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Policy Payments Account shall be an Eligible Account. The Trustee shall deposit any amount paid under the Certificate Insurance Policy in into the Policy Payments Account and distribute such amount only for purposes of payment to Holders the Owners of the Class A Certificates of the Guaranteed Distribution Insured Payments for which a claim was made, made and such amount may not be applied to satisfy any costs, expenses or liabilities of either Servicer, the Master Servicer, the Trustee, the Trust Administrator Depositor or the Trust FundTrustee. Amounts paid under the Certificate Insurance Policy shall be transferred to the Distribution Certificate Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator Trustee to Holders Owners of the Class A Certificates in accordance with Section 4.01(c) or Section 10.01, as applicable4.01(a). It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution Insured Payments with other funds available to make such payment. However, the amount of any payment of principal of or interest on the Class A Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Register and in the statement to be furnished to Holders Owners of the Class A Certificates pursuant to Section 44.02. Funds held in the Policy Payments Account shall not be invested by the Trustee. On any Distribution Date with respect to which a claim has been made under the Certificate Insurance Policy, the amount of funds received by the Trustee as a result of any claim under the Certificate Insurance Policy, to the extent required to make the Insured Payment on such Distribution Date shall be withdrawn from the Policy Payments Account and deposited in the Certificate Account and applied by the Trustee, together with the other funds to be withdrawn from the Certificate Account, directly to the payment in full of the Insured Payment due on the Class A Certificates. Funds received by the Trustee as a result of any claim under any Certificate Insurance Policy shall be deposited by the Trustee in the Policy Payments Account and used solely for payment to the Owners of the Class A Certificates and may not be applied to satisfy any costs, expenses or liabilities of the Master Servicer, the Depositor, the Trustee or the Trust. Any funds remaining in the Policy Payments Account on the first Business Day following a Distribution Date shall be remitted to the Certificate Insurer, pursuant to the instructions of the Certificate Insurer, by the end of such Business Day. (c) The Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Class A 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. (d) The Trustee shall promptly notify the Certificate Insurer and Fiscal Agent (as defined in the Certificate Insurance Policy) of any proceeding or the institution of any action, of which an Authorized Officer of the Trustee has actual knowledge, 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 Owner of a Class A Certificate by its purchase of such Certificate, the Master Servicer 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 such Preference Claim and (ii) the posting of any surety, supersede as 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 Master Servicer, the Trustee and each Owner of a Class A Certificate 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 court order issued in connection with any such Preference Claim.

Claims Upon the Policy; Policy Payments Account. (a) If, by the close of business on the third Business Day prior to a Distribution Date, the Trust Administrator Trustee determines that a Deficiency Amount for any Distribution Date is greater than zero, then the Trust Administrator Trustee shall give notice to the Certificate Insurer by telephone or telecopy of the amount of such Deficiency Amount. Such notice of such Deficiency Amount shall be confirmed in writing in the form set forth as Exhibit A to the Endorsement of the Policy, to the Certificate Insurer and the Fiscal Agent (as defined in the Policy), if any, at or before 10:00 a.m. New York time on the second Business Day prior to such Distribution Date. Following Receipt (as defined in the Policy) by the Certificate Insurer of such notice in such form, the Certificate Insurer or the Fiscal Agent will pay any amount payable under the Policy on the later to occur of (i) 12:00 noon New York time on the second Business Day following such receipt and (ii) 12:00 noon New York time on the Distribution Date to which such deficiency relates, as provided in the Endorsement to the Policy. (b) The Trust Administrator Trustee shall establish a separate special purpose trust account for the benefit of Holders of the Class A Certificates and the Certificate Insurer referred to herein as the "Policy Payments Account" over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Trustee shall deposit any amount paid under the Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders of Class A Certificates of the Guaranteed Distribution for which a claim was made, and such amount may not be applied to satisfy any costs, expenses or liabilities of either Servicer, the Master Servicer, the Trustee, the Trust Administrator Trustee or the Trust Fund. Amounts paid under the Policy shall be transferred to the Distribution Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator Trustee to Holders of Class A Certificates in accordance with Section 4.01(c4.01(b) or Section 10.01, as applicable. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution with other funds available to make such payment. However, the amount of any payment of principal of or interest on the Class A Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Register and in the statement to be furnished to Holders of the Class A Certificates and Residual Certificates pursuant to Section 44.02. Funds held in the Policy Payments Account shall not be invested by the Master Servicer. On any Distribution Date with respect to which a claim has been made under the Policy, the amount of any funds received by the Trustee as a result of any claim under the Policy, to the extent required to make the Guaranteed Distribution on such Distribution Date, shall be withdrawn from the Policy Payments Account and deposited in the Distribution Account and applied by the Trustee, together with the other funds to be withdrawn from the Distribution Account pursuant to Section 4.01(b) or Section 10.01, as applicable, directly to the payment in full of the Guaranteed Distribution due on the Class A Certificates. Funds received by the Trustee as a result of any claim under the Policy shall be deposited by the Trustee in the Policy Payments Account and used solely for payment to the Holders of the Class A Certificates and may not be applied to satisfy any costs, expenses or liabilities of the Master Servicer, the Trustee or the Trust Fund. Any funds remaining in the Policy Payments Account on the first Business Day following a Distribution Date shall be remitted to the Certificate Insurer, pursuant to the instructions of the Certificate Insurer, by the end of such Business Day. (c) The Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Class A Certificate from moneys received under the 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. (d) The Trustee shall promptly notify the Certificate Insurer and Fiscal Agent of any proceeding or the institution of any action, of which a Responsible Officer of the Trustee has actual knowledge, 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 Class A Certificateholder, by its purchase of Class A Certificates, the Master Servicer and the Trustee hereby agree that the Certificate Insurer (so long as no Certificate Insurer Default has occurred and is continuing) 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 such Preference Claim and (ii) 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 rights of the Master Servicer, the Trustee and each Class A Certificateholder 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 court order issued in connection with any such Preference Claim.

Claims Upon the Policy; Policy Payments Account. (a) If, by the close of business at or before 12:00 p.m., New York time, on the third second Business Day prior to a Distribution Date, the Trust Securities Administrator determines that a Deficiency the Available Distribution Amount for any such Distribution Date is greater than zerodistributable to the Holders of the Insured Certificates pursuant to Section 4.01 will be insufficient to pay the Guaranteed Distributions (as defined in the Policy) for each class of Insured Certificates on such Distribution Date, then the Trust Securities Administrator shall determine the amount of any such deficiency and shall give notice to the Certificate Insurer and the Fiscal Agent (as defined in the Policy), if any, by telephone telephone, electronic mail or telecopy of the amount of such Deficiency Amountdeficiency. Such notice of such Deficiency Amount deficiency shall be confirmed in writing in the form set forth as Exhibit A to the Endorsement of to the Policy, to the Certificate Insurer and the Fiscal Agent (as defined in the Policy), if any, at or before 10:00 a.m. 12:00 p.m. New York time on the second Business Day prior to such Distribution DateDate and will be accompanied by sufficient information such that the Insurer can confirm the deficiency amount. Following Receipt (as defined in the Policy) by the Certificate Insurer of such notice in such form, the Certificate Insurer or the Fiscal Agent will pay any amount payable under the Policy on the later to occur of (i) 12:00 noon New York time on the second Business Day following such receipt and (ii) 12:00 noon New York time on the Distribution Date to which such deficiency claims relates, as provided in the Endorsement to the Policy. (b) The Trust Trustee hereby appoints the Securities Administrator as its agent in connection with the receipt and distribution of all amounts required to be paid by the Insurer under the Policy and the providing of any notices required to be provided thereunder. The Securities Administrator on behalf of the Trustee shall establish a separate special purpose segregated non-interest bearing trust account for the benefit of Holders of the Class A Insured Certificates and the Certificate Insurer referred to herein as the "“Policy Payments Account" ” over which the Trust Securities Administrator shall have exclusive control and sole right of withdrawal. The Trust Securities Administrator shall deposit any amount paid under the Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders of Class A Insured Certificates of the Guaranteed Distribution Distributions or any amount in respect of a Preference Claim (as defined in the Policy) for which a claim under the Policy was made, and such amount may not be applied to satisfy any costs, expenses or liabilities of either Servicer, the Master Servicer, the TrusteeSecurities Administrator, the Trust Administrator Trustee or the Trust Fund. Amounts paid under the Policy shall be transferred to the Distribution Account in accordance with the next succeeding paragraph and disbursed by the Trust Securities Administrator to Holders of Class A the Insured Certificates entitled to such amounts in accordance with Section 4.01(c) or 4.01 (or, in the case of an amount in respect of a Preference Claim, to the related Holders of Insured Certificates as contemplated in Section 10.01, as applicable12.04(d)). It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution with other funds available distributions to make be made to such paymentHolders pursuant to Section 4.01. However, the amount of any payment of principal of or interest on the Class A Insured Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Register and in the statement to be furnished to Holders of the Class A Insured Certificates pursuant to Section 44.03. Funds held in the Policy Payments Account shall not be invested. (c) On any Distribution Date with respect to which a claim has been made under the Policy, the amount of any funds received by the Securities Administrator on behalf of the Trustee as a result of any claim under the Policy, to the extent required to pay the Insured Amount on such Distribution Date, shall be withdrawn from the Policy Payments Account and deposited in the Distribution Account and applied by the Securities Administrator, directly to the payment in full of the Insured Amount due on the Insured Certificates. Funds received by the Securities Administrator on behalf of the Trustee as a result of any claim under the Policy shall be deposited by the Securities Administrator in the Policy Payments Account and used solely for payment to the Holders of the Insured Certificates and may not be applied to satisfy any costs, expenses or liabilities of the Master Servicer, the Securities Administrator, the Trustee or the Trust Fund. Any funds remaining in the Policy Payments Account on the first Business Day following a Distribution Date shall be remitted to the Insurer, pursuant (and subject to receipt of) to the instructions of the Insurer, by the end of such Business Day. (d) The Securities Administrator shall keep complete and accurate records in respect of (i) all funds remitted to it by the Insurer and (ii) the allocation of such funds to (A) payments of interest on and principal in respect of each Class of Insured Certificates, (B) Realized Losses allocated to each Class of the Insured Certificates and (C) the amount of funds available to make distributions on the Insured Certificates pursuant to Section 4.01. The Insurer shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days’ prior notice to the Securities Administrator. (e) The Securities Administrator and the Trustee shall promptly notify the Insurer of: (A) the commencement of any proceeding of which a Responsible Officer of the Securities Administrator or the Trustee, as applicable, has actual knowledge 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 of which a Responsible Officer of the Securities Administrator or the Trustee has actual knowledge 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. Each Holder of an Insured Certificate, by its purchase of such Certificate, the Master Servicer, the Securities Administrator and the Trustee hereby agree that the Insurer (so long as no Insurer Default has occurred and is continuing) 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 such Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Insurer shall be subrogated to the rights, if any, of the Master Servicer, Securities Administrator, the Trustee and each Holder of an Insured Certificate 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 court order issued in connection with any such Preference Claim. (f) The Trustee and the Securities Administrator each acknowledge, and each Holder of an Insured Certificate by its acceptance of the Insured Certificate agrees, that, without the need for any further action on the part of the Insurer or the Trustee, to the extent the Insurer makes payments, directly or indirectly, on account of principal of or interest on any Insured Certificates, the Insurer will be fully subrogated to the rights of the Holders of such Insured Certificates to receive such principal and interest from the Trust Fund. The Holders of the Insured Certificates, by acceptance of their respective Insured Certificates, assign their rights as Holders of such Insured Certificates to the extent of the Insurer’s interest with respect to amounts paid under the Policy. Anything herein to the contrary notwithstanding, solely for purposes of determining the Insurer Premium payable to the Insurer and the Insurer’s rights, as applicable, as subrogee for payments distributable pursuant to Section 4.01, any payment with respect to distributions to the Insured Certificates which is made with funds received pursuant to the terms of the Policy, shall not be considered payment of the Insured Certificates from the Trust Fund and shall not result in the distribution or the provision for the distribution in reduction of the Class Certificate Balance of the Insured Certificates within the meaning of Article IV. (g) Upon its becoming aware of the occurrence of an Event of Default, the Securities Administrator shall promptly notify the Insurer of such Event of Default. The Trustee, the Depositor, the Master Servicer and the Securities Administrator shall cooperate in all respects with any reasonable request by the Insurer for action to preserve or enforce the Insurer’s rights or interests under this Agreement without limiting the rights or affecting the interests of the Holders as otherwise set forth herein. (h) The Master Servicer shall designate a contact person who shall be available within a reasonable period of time to the Insurer to provide reasonable access to information regarding the Loans. (i) [Reserved] (j) For so long as there is no continuing default by the Insurer under its obligations under the Policy (a “ Insurer Default”), each Holder of a Insured Certificate agrees that the Insurer shall be treated by the Depositor, the Master Servicer, the Securities Administrator and the Trustee as if the Insurer were the Holder of all of the Insured Certificates for the purpose (and solely for the purpose) of the giving of any consent, the making of any direction or the exercise of any voting or other control rights otherwise given to the Holders of the Insured Certificates hereunder. (k) With respect to this Article XII, (i) the term “Receipt” and “

Claims Upon the Policy; Policy Payments Account. (a) If, by the close of business at or before 2:00 p.m., New York time, on the third second Business Day prior to a Distribution Date, the Trust Administrator Trustee determines that a Deficiency Amount Guaranteed Distributions Shortfall for any such Distribution Date is greater than zero, then the Trust Administrator Trustee shall give notice to the Certificate Insurer by telephone or telecopy of the amount of such Deficiency AmountGuaranteed Distributions Shortfall. Such notice of such Deficiency Amount Guaranteed Distributions Shortfall shall be confirmed in writing in the form set forth as Exhibit A to the Endorsement of to the Policy, to the Certificate Insurer and the Fiscal Agent (as defined in the Policy), if any, at or before 10:00 a.m. 2:00 p.m. New York time on the second Business Day prior to such Distribution Date. Following Receipt (as defined in the Policy) by the Certificate Insurer of such notice in such form, the Certificate Insurer or the Fiscal Agent will pay any amount payable under the Policy on the later to occur of (i) 12:00 noon New York time on the second Business Day following such receipt and (ii) 12:00 noon New York time on the Distribution Date to which such deficiency Guaranteed Distributions Shortfall relates, as provided in the Endorsement to the Policy. (b) The Trust Administrator Trustee shall establish a separate special purpose segregated non-interest bearing trust account for the benefit of Holders of the Class A A-1 Certificates and the Certificate Insurer referred to herein as the "Policy Payments Account" over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Trustee shall deposit any amount paid under the Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders of Class A A-1 Certificates of the Guaranteed Distribution Distributions Shortfall or any amount in respect of a Preference Claim (as defined in the Policy) for which a claim under the Policy was made, and such amount may not be applied to satisfy any costs, expenses or liabilities of either Servicer, the Master Servicer, the Trustee, the Trust Administrator Trustee or the Trust Fund. Amounts paid under the Policy shall be transferred to the Distribution Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator Trustee to Holders of Class A A-1 Certificates in accordance with Section 4.01(c4.01(h) or (or, in the case of an amount in respect of a Preference Claim, to the related Holders of Class A-1 Certificates as contemplated in Section 10.01, as applicable12.04(d)). It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution with other funds available distributions to make be made to such paymentHolders pursuant to Section 4.01. However, the amount of any payment of principal of or interest on the Class A A-1 Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Register and in the statement to be furnished to Holders of the Class A A-1 Certificates pursuant to Section 4.

Claims Upon the Policy; Policy Payments Account. (a) If, by the close of business 10:00 a.m. New York time on the third Business Day prior to a Distribution Date, the Trust Administrator determines Trustee determines, based on the information furnished pursuant to Section 7.08 and as a result of Section 12.05 that a Deficiency the related Total Available Funds (net of the Premium Amount with respect to the related Class of Class A and Class A-IO Certificates and the Trustee Fee for the related Group) will not be sufficient to pay the Class A and Class A-IO Certificateholders the related Current Interest and Guaranteed Principal Amount for any such Distribution Date is greater than zeroDate, then the Trust Administrator Trustee shall give notice to the Certificate Insurer by telephone or telecopy of Insurer, the amount of such Deficiency Amount. Such notice of such Deficiency Amount shall be confirmed in writing Servicer and the Fiscal Agent (if any) (separately for each Class A and Class A-IO Certificate) in the form set forth as Exhibit A to the Endorsement of the Policy, to the Certificate Insurer and the Fiscal Agent (as defined in the Policy), if any, at or before 10:00 a.m. New York time on the second Business Day prior to such Distribution DateInsurance Policies. Following Receipt (as defined in the PolicyCertificate Insurance Policies) by the Certificate Insurer of such notice in such form, the Certificate Insurer or the Fiscal Agent will pay any amount payable under the Policy Certificate Insurance Policies on the later to occur of (i) 12:00 noon New York time on the second third Business Day following such receipt Receipt and (ii) 12:00 noon New York time on the Distribution Date to which such deficiency relates, as provided in the Endorsement to the Policy. (b) The Trust Administrator Trustee shall establish and maintain a separate special purpose trust account for the benefit of Holders the Owners of the Class A and Class A-IO Certificates and the Certificate Insurer referred to herein as the "Policy Payments Account" over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Policy Payments Account shall be an Eligible Account. The Trustee shall deposit any amount paid under the Policy in Certificate Insurance Policies into the Policy Payments Account and distribute such amount only for purposes of payment to Holders the Owners of the related Class A and Class A-IO Certificates of the Guaranteed Distribution Insured Payments for which a claim was made, made and such amount may not be applied to satisfy any costs, expenses or liabilities of either the Servicer, the Master ServicerDepositor, the Trustee, the Trust Administrator Trustee or the Trust FundTrust. Amounts paid under the related Certificate Insurance Policy shall be transferred to the Distribution Certificate Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator Trustee to Holders Owners of the related Class A and Class A-IO Certificates in accordance with Section 4.01(c) or Section 10.01, as applicable7.03. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution Insured Payments with other funds available to make such payment. However, the amount of any payment of principal of or interest on the related Class A Certificates to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Register and in the statement to be furnished to Holders Owners of the Class A and Class A-IO Certificates pursuant to Section 47.

Claims Upon the Policy; Policy Payments Account. (a) If, by the close of business If on the third Business Day prior to a Distribution any Payment Date, the Trust Administrator determines that a Deficiency Amount for any Distribution Date is greater than zerofunds then on deposit in the Note Account, together with amounts to be paid to the Noteholders from amounts then on deposit in the Trust Administrator Reserve Account pursuant to Section 8.19, are insufficient to pay the Insured Payments on such Payment Date, the Trustee shall give notice to the Certificate Note Insurer by telephone or telecopy of the amount of such Deficiency Amount. Such notice of such Deficiency Amount shall be deficiency, confirmed in writing in the form set forth as Exhibit A to the Endorsement of the Note Insurance Policy, to the Certificate Note Insurer and the Fiscal Agent (as defined in the Note Insurance Policy), if any, at or before 10:00 a.m. 9:00 a.m., New York time City time, on the second Business Day prior to such Distribution Payment Date. Following Receipt (as defined in the Policy) by the Certificate Insurer of such notice in such form, the Certificate Insurer or the Fiscal Agent will pay any amount payable under the Policy on the later to occur of (i) 12:00 noon New York time on the second Business Day following such receipt and (ii) 12:00 noon New York time on the Distribution Date to which such deficiency relates, as provided in the Endorsement to the Policy. (b) The Trust Administrator Indenture Trustee shall establish a separate special purpose trust account for the benefit of Holders of the Class A Certificates Noteholders and the Certificate Note Insurer referred to herein as the "Policy Payments Account" over which the Trust Administrator Indenture Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Indenture Trustee shall deposit any amount paid under the Note Insurance Policy in the Policy Payments Account and distribute such amount only for purposes of payment to Holders of Class A Certificates the Noteholders of the Guaranteed Distribution Insured Payments for which a claim was made, made and such amount may not be applied to satisfy any costs, expenses or liabilities of either Servicer, the Master Servicer, the Trustee, the Trust Administrator Indenture Trustee or the Trust FundIssuer. Amounts paid under the Note Insurance Policy shall be transferred to the Distribution Note Account in accordance with the next succeeding paragraph and disbursed by the Trust Administrator Indenture Trustee to Holders of Class A Certificates Noteholders in accordance with Section 4.01(c) or Section 10.01, as applicable8.03. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Guaranteed Distribution Insured Payments with other funds available to make such payment. However, the amount of any payment of principal of or interest on the Class A Certificates Notes to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (c) below in the Certificate Register and in the statement to be furnished to Holders of the Class A Certificates Noteholders pursuant to Section 48.03(c). Funds held in the Policy Payments Account shall not be invested by the Indenture Trustee. On any Payment Date with respect to which a claim has been made under the Insurance Policy, the amount of funds received by the Indenture Trustee as a result of any claim under the Insurance Policy, to the extent required to make the Insured Payment on such Payment Date shall be withdrawn from the Policy Payments Account and deposited in the Notes Account and applied by the Indenture Trustee, together with the other funds to be withdrawn from the Note Account, directly to the payment in full of the Insured Payment due on the Notes. Funds received by the Indenture Trustee as a result of any claim under the Note Insurance Policy shall be deposited by the Indenture Trustee in the Policy Payments Account and used solely for payment to the Noteholders may not be applied to satisfy any costs, expenses or liabilities of the Master Servicer, the Indenture Trustee or the Issuer. Any funds remaining in the Policy Payments Account on the first Business Day following a Payment Date shall be remitted to the Note Insurer, pursuant to the instructions of the Note Insurer, by the end of the next Business Day. (c) The Indenture Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Note from moneys received under the Note Insurance Policy. The Note 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 Indenture Trustee.