Common use of Policy Matters Clause in Contracts

Policy Matters. (a) If, on the second Business Day before any Distribution Date, the Trust Administrator determines that there will be a Class A-12 Distribution Deficiency for such Distribution Date, the Trust Administrator shall determine the amount of such Class A-12 Distribution Deficiency and shall give notice to Financial Security by telephone or telecopy of the amount of such deficiency confirmed in writing by the Notice of Nonpayment by 12:00 noon, New York City time on such second Business Day. (b) At the time of the execution and delivery of this Agreement, the Trust Administrator shall establish a separate special purpose trust account in the name of the Trust Administrator for the benefit of Holders of the Class A-12 Certificates 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 amounts paid under the Policy into the Policy Payments Account and distribute such amounts only for purposes of payment to Holders of the Class A-12 Certificates of the Class A-12 Distribution Deficiency for which a claim was made and such amounts may not be applied to satisfy any costs, expenses or liabilities of the Trust Administrator or the Trust Estate. Amounts paid under the Policy shall be disbursed by the Trust Administrator to Holders of the Class A-12 Certificates in the same manner as distributions in reduction of the principal balance of and interest on the Certificates of such Class are made under Section 4.01(f). It shall not be necessary for such payments of the Class A-12 Distribution Deficiency to be made by checks or wire transfers separate from the check or wire transfer used to pay distributions in reduction of the principal balance of and interest on the Class A-12 Certificates with funds available to make such distributions. However, the amount of any distribution to be paid from funds transferred from the Policy Payments Account shall be noted as provided in (c) below and in the statement to be furnished to Holders of the Class A-12 Certificates and Financial Security pursuant to Section 4.04. Funds held in the Policy Payments Account shall not be invested by the Trust Administrator.

Policy Matters. (a) IfAs soon as possible, and in no event later than 11:00 a.m., New York time, on the second Business Day before immediately preceding each Distribution Date, the Trustee shall determine the amount of funds available for such Distribution Date minus the amount of any FSA Premium and any fee to paid to the Trustee on such Distribution Date. (b) If for any Distribution Date, the Trust Administrator Trustee determines that there the funds that will be a available for such Distribution Date distributable to the Holders of the Class A-12 Distribution Deficiency for A-1 Certificates pursuant to Section 4.01 will be insufficient to pay the related Guaranteed Distributions on such Distribution Date, the Trust Administrator Trustee shall determine the amount of any such Class A-12 Distribution Deficiency deficiency and shall give notice to Financial Security FSA and the Fiscal Agent (as defined in the FSA Policy), if any, by telephone or telecopy of the amount of such deficiency deficiency, confirmed in writing by notice substantially in the Notice form of Nonpayment Exhibit A to the FSA Policy by 12:00 noon, New York City time time, on such second Business Day. The Trustee’s responsibility for delivering the notice to FSA, as provided in the preceding sentence is limited to the availability, timeliness and accuracy of the information provided by each Servicer and the Master Servicer. The Notice shall constitute a claim for payment pursuant to the FSA Policy. (bc) At The Trustee shall receive as attorney-in-fact of each Holder of a Class A-1 Certificate, any Guaranteed Distributions from FSA and disburse the time same to each Holder of a Class A-1 Certificate in accordance with the provisions of this Article IV. Guaranteed Distributions disbursed by the Trustee from proceeds of the execution and delivery of this Agreement, FSA Policy shall not be considered payment by the Trust Administrator nor shall establish a separate special purpose trust account in such payments discharge the name obligation of the Trust Administrator with respect to such Class A-1 Certificate, and FSA shall become the owner of such unpaid amounts due from the Trust in respect of such Guaranteed Distributions as the deemed assignee of such Holder and shall be entitled to receive the FSA Reimbursement Amount pursuant to Section 4.01. The Trustee hereby agrees on behalf of each Holder of a Class A-1 Certificate for the benefit of Holders of FSA that it and they recognize that to the extent that FSA makes Guaranteed Distributions, either directly or indirectly (as by paying through the Trustee), to the Class A-12 Certificates referred A-1 Certificateholders, FSA will be entitled to herein as receive the "Policy Payments Account" over which the Trust Administrator shall have exclusive control and sole right of withdrawal. The Trust Administrator shall deposit any amounts paid under the Policy into the Policy Payments Account and distribute such amounts only for purposes of payment to Holders of the Class A-12 Certificates of the Class A-12 Distribution Deficiency for which a claim was made and such amounts may not be applied to satisfy any costs, expenses or liabilities of the Trust Administrator or the Trust Estate. Amounts paid under the Policy shall be disbursed by the Trust Administrator to Holders of the Class A-12 Certificates in the same manner as distributions in reduction of the principal balance of and interest on the Certificates of such Class are made under Section 4.01(f). It shall not be necessary for such payments of the Class A-12 Distribution Deficiency to be made by checks or wire transfers separate from the check or wire transfer used to pay distributions in reduction of the principal balance of and interest on the Class A-12 Certificates with funds available to make such distributions. However, the amount of any distribution to be paid from funds transferred from the Policy Payments Account shall be noted as provided in (c) below and in the statement to be furnished to Holders of the Class A-12 Certificates and Financial Security FSA Reimbursement Amount pursuant to Section 4.04. Funds held in the Policy Payments Account shall not be invested by the Trust Administrator4.01.

Policy Matters. (a) If, on the second Business Day before any Distribution Date, the Trust Administrator determines that there will be a Class A-12 A-3 Distribution Deficiency for such Distribution Date, the Trust Administrator shall determine the amount of such Class A-12 A-3 Distribution Deficiency and shall give notice to Financial Security Ambac by telephone or telecopy of the amount of such deficiency confirmed in writing by the Notice of Nonpayment by 12:00 noon, New York City time on such second Business Day. (b) At the time of the execution and delivery of this Agreement, the Trust Administrator shall establish a separate special purpose trust account in the name of the Trust Administrator for the benefit of Holders of the Class A-12 A-3 Certificates 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 amounts paid under the Policy into the Policy Payments Account and distribute such amounts only for purposes of payment to Holders of the Class A-12 A-3 Certificates of the Class A-12 A-3 Distribution Deficiency for which a claim was made and such amounts may not be applied to satisfy any costs, expenses or liabilities of the Trust Administrator or the Trust Estate. Amounts paid under the Policy shall be disbursed by the Trust Administrator to Holders of the Class A-12 A-3 Certificates in the same manner as distributions in reduction of the principal balance of and interest on the Certificates of such Class are made under Section 4.01(f4.01(e). It shall not be necessary for such payments of the Class A-12 A-3 Distribution Deficiency to be made by checks or wire transfers separate from the check or wire transfer used to pay distributions in reduction of the principal balance of and interest on the Class A-12 A-3 Certificates with funds available to make such distributions. However, the amount of any distribution to be paid from funds transferred from the Policy Payments Account shall be noted as provided in (c) below and in the statement to be furnished to Holders of the Class A-12 A-3 Certificates and Financial Security Ambac pursuant to Section 4.04. Funds held in the Policy Payments Account shall not be invested by the Trust Administrator.

Policy Matters. (a) IfAs soon as possible, and in no event later than 11:00 a.m., New York time, on the second Business Day before immediately preceding each Distribution Date, the Trustee shall determine the amount of funds available for such Distribution Date minus the amount of any FSA Premium and any fee to paid to the Trustee on such Distribution Date (b) If for any Distribution Date, the Trust Administrator Trustee determines that there the funds that will be a available for such Distribution Date distributable to the Holders of the Class A-12 Distribution Deficiency for A-1, Class A-2 or Class A-3 Certificates pursuant to Section 4.01 will be insufficient to pay the related Guaranteed Distributions on such Distribution Date, the Trust Administrator Trustee shall determine the amount of any such Class A-12 Distribution Deficiency deficiency and shall give notice to Financial Security FSA and the Fiscal Agent (as defined in the FSA Policy), if any, by telephone or telecopy of the amount of such deficiency deficiency, confirmed in writing by notice substantially in the Notice form of Nonpayment Exhibit A to the FSA Policy by 12:00 noon, New York City time time, on such second Business Day. The Trustee’s responsibility for delivering the notice to FSA, as provided in the preceding sentence is limited to the availability, timeliness and accuracy of the information provided by each Servicer. The Notice shall constitute a claim for payment pursuant to the FSA Policy. (bc) The Trustee shall receive as attorney-in-fact of each Holder of a Class A-1, Class A-2 or Class A-3 Certificate, any Guaranteed Distributions from FSA and disburse the same to each Holder of a Class A-1, Class A-2 or Class A-3 Certificate in accordance with the provisions of this Article IV. Guaranteed Distributions disbursed by the Trustee from proceeds of the FSA Policy shall not be considered payment by the Trust nor shall such payments discharge the obligation of the Trust with respect to such Class A-1, Class A-2 or Class A-3 Certificate, and FSA shall become the owner of such unpaid amounts due from the Trust in respect of such Guaranteed Distributions as the deemed assignee of such Holder and shall be entitled to receive the FSA Reimbursement Amount pursuant to Section 4.01. The Trustee hereby agrees on behalf of each Holder of a Class A-1, Class A-2 or Class A-3 Certificate for the benefit of FSA that it and they recognize that to the extent that FSA makes Guaranteed Distributions, either directly or indirectly (as by paying through the Trustee), to the Class A-1, Class A-2 or Class A-3 Certificateholders, FSA will be entitled to receive the FSA Reimbursement Amount pursuant to Section 4.01. (d) It is understood and agreed that the intention of the parties is that FSA shall not be entitled to reimbursement on any Distribution Date for amounts previously paid by it unless on such Distribution Date the Holders of the Class A-1, Class A-2 and Class A-3 Certificates shall also have received the full amount of the Guaranteed Distributions for such Distribution Date. (e) In the event the Trustee receives a certified copy of an order of the appropriate court that any payment of principal or interest on a Class A-1, Class A-2 or Class A-3 Certificate has been voided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall (i) promptly notify FSA and the Fiscal Agent, if any, and (ii) comply with the provisions of the FSA Policy to obtain payment by FSA of such voided payment. In addition, the Trustee shall mail notice to all Holders of the Class A-1, Class A-2 and Class A-3 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 FSA Policy a copy of which shall be made available to such Holders by the Trustee. The Trustee shall furnish to FSA and the Fiscal Agent, if any, its records listing the payments on the affected Class A-1, Class A-2 and Class A-3 Certificates, if any, that have been made by the Trustee and subsequently recovered from the affected Holders, and the dates on which such payments were made by the Trustee. (f) At the time of the execution hereof, and delivery of this Agreementfor the purposes hereof, the Trust Administrator Trustee shall establish a separate special purpose trust account in the name of the Trust Administrator Trustee for the benefit of Holders of the Class A-12 A-1, Class A-2 and Class A-3 Certificates referred to herein as (the "Policy Payments “FSA Account" ”) over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator FSA Account shall be an Eligible Account. The Trustee shall deposit any amounts amount paid under the FSA Policy into the Policy Payments FSA Account and distribute such amounts amount only for the purposes of payment making the payments to Holders of the Class A-12 A-1, Class A-2 and Class A-3 Certificates in respect of the Class A-12 Distribution Deficiency Guaranteed Distributions for which a the related claim was made and such amounts may not be applied to satisfy any costs, expenses or liabilities of the Trust Administrator or the Trust Estate. Amounts paid under the Policy FSA Policy. Such amounts shall be disbursed allocated by the Trust Administrator Trustee to Holders of the Class A-12 A-1, Class A-2 and Class A-3 Certificates affected by such shortfalls in the same manner as distributions in reduction of the principal balance of and interest on the payments are to be allocated with respect to such Certificates of such Class are made under pursuant to Section 4.01(f)4.01. It shall not be necessary for such payments of the Class A-12 Distribution Deficiency to be made by checks or wire transfers separate separated from the check checks or wire transfer transfers used to pay distributions in reduction of make regular payments hereunder with funds withdrawn from the principal balance of and interest Certificate Account. However, any payments made on the Class A-12 A-1, Class A-2 and Class A-3 Certificates with funds available to make such distributions. However, the amount of any distribution to be paid from funds transferred from in the Policy Payments FSA Account shall be noted as provided in subsection (ch) below and in the statement to be furnished to Holders of the Class A-12 Certificates and Financial Security pursuant to Section 4.04below. Funds held in the Policy Payments FSA Account shall not be invested by the Trustee. (g) Any funds received from FSA for deposit into the FSA Account pursuant to the FSA Policy in respect of a Distribution Date or otherwise as a result of any claim under the FSA Policy shall be applied by the Trustee directly to the payment in full (i) of the Guaranteed Distributions due on such Distribution Date on the Class A-1, Class A-2 and Class A-3 Certificates, or (ii) of other amounts payable under the FSA Policy. Funds received by the Trustee as a result of any claim under the FSA Policy shall be used solely for payment to the Holders of the Class A-1, Class A-2 and Class A-3 Certificates and may not be applied for any other purpose, including, without limitation, satisfaction of any costs, expenses or liabilities of the Trustee, any Servicer or the Trust AdministratorFund. Any funds (other than funds deposited therein in respect of a Preference Amount payable under the FSA Policy) remaining in the FSA Account on the first Business Day after each Distribution Date shall be remitted promptly to FSA pursuant to the written instruction of FSA. (h) The Trustee shall keep complete and accurate records in respect of (i) all funds remitted to it by FSA and deposited into the FSA Account and (ii) the allocation of such funds to payments of interest on and principal in respect of any Class A-1, Class A-2 or Class A-3 Certificates. FSA shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days’ prior notice to the Trustee. (i) The Trustee acknowledges, and each Holder of a Class A-1, Class A-2 or Class A-3 Certificate by its acceptance of the Class A-1, Class A-2 or Class A-3 Certificate agrees, that, without the need for any further action on the part of FSA or the Trustee, to the extent FSA makes payments, directly or indirectly, on account of principal of or interest on any Class A-1, Class A-2 or Class A-3 Certificates, FSA will be fully subrogated to the rights of the Holders of such Class A-1, Class A-2 or Class A-3 Certificates to receive such principal and interest from the Trust Fund. The Holders of the Class A-1, Class A-2 or Class A-3 Certificates, by acceptance of the Class A-1, Class A-2 or Class A-3 Certificates, assign their rights as Holders of the Class A-1, Class A-2 or Class A-3 Certificates to the extent of FSA’s interest with respect to amounts paid under the Certificate Insurance Policy. Anything herein to the contrary notwithstanding, solely for purposes of determining FSA’s rights, as applicable, as subrogee for payments distributable pursuant to Section 4.01, any payment with respect to distributions to the Class A-1, Class A-2 or Class A-3 Certificates which is made with funds received pursuant to the terms of the FSA Policy, shall not be considered payment of the Class A-1, Class A-2 or Class A-3 Certificates from the Trust Fund and shall not result in the distribution or the provision for the distribution in reduction of the Class Principal Balance of the Class A-1, Class A-2 or Class A-3 Certificates except to the extent such payment has been reimbursed to FSA pursuant to the terms hereof. (j) Upon a Responsible Officer of the Trustee becoming aware of the occurrence of an Event of Default, the Trustee shall promptly notify FSA of such Event of Default. (k) The Trustee shall promptly notify FSA of either of the following as to which a Responsible Officer of the Trustee has actual knowledge: (A) the commencement of any proceeding by or against the Depositor commenced under the United States bankruptcy code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an “Insolvency Proceeding”) and (B) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a “Preference Claim”) of any distribution made with respect to the Class A-1, Class A-2 or Class A-3 Certificates as to which it has actual knowledge. Each Holder of a Class A-1, Class A-2 or Class A-3 Certificate, by its purchase of Class A-1, Class A-2 or Class A-3 Certificates, and the Trustee hereby agrees that FSA (so long as no FSA Default exists) may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, FSA shall be subrogated to the rights of the Trustee and each Holder of a Class A-1, Class A-2 or Class A-3 Certificate in the conduct of any Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim. (l) Each Servicer shall designate at least one FSA Contact Person who shall be available to FSA to provide reasonable access to information regarding the Mortgage Loans. The initial FSA Contact Persons are the Servicing Officers. (m) The Trustee shall surrender the FSA Policy to FSA for cancellation upon the reduction of the Class Principal Balance of the Class A-1, Class A-2 and Class A-3 Certificates to zero. (n) All notices, statements, reports, certificates or opinions required by this Agreement to be sent to the Trustee, the Rating Agencies or the Holders of the Class A-1, Class A-2 and Class A-3 Certificates (including without limitation the reports prepared pursuant to Sections 3.17 and 3.18 and the statements prepared pursuant to Section 4.04) shall also be sent, at the same time such reports are otherwise sent, to FSA at FSA Security Assurance Inc., 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. (o) For so long as there is no continuing default by FSA under its obligations under the FSA Policy (an “FSA Default”), each Holder of a Class A-1, Class A-2 or Class A-3 Certificate agrees that FSA shall be treated by the Depositor, each Seller, each Servicer and the Trustee as if FSA were the Holder of all of the Class A-1, Class A-2 and Class A-3 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 Class A-1, Class A-2 and Class A-3 Certificates hereunder and the holders of the Class A-1, Class A-2 and Class A-3 Certificates shall only exercise such rights with the prior written consent of FSA. (p) With respect to this Section 4.07, (i) the terms “Receipt” and “

Policy Matters. (a) IfIf the Deficiency Amount (other than any portion thereof representing a Preference Amount) for the Insured Certificates for a Distribution Date is more than zero (determined as of the close of business on the third Business Day before the Distribution Date), then the Trustee shall notify the Certificate Insurer by telephone or telecopy of the Insured Amount (other than any portion thereof representing a Preference Amount) for the Insured Certificates. The notice shall be confirmed to the Certificate Insurer in writing in the form of the Notice of Nonpayment and Demand for Payment of Insured Amounts in Exhibit A to the Policy, by 12:00 noon, New York City time, on the second Business Day before any the Distribution Date. Following receipt by the Certificate Insurer of the notice in that form, the Trust Administrator determines that there Certificate Insurer will be pay any amount payable under the Policy (other than any portion thereof representing a Class A-12 Distribution Deficiency claim for such Distribution Date, the Trust Administrator shall determine the amount of such Class A-12 Distribution Deficiency and shall give notice to Financial Security by telephone or telecopy of the amount of such deficiency confirmed in writing by the Notice of Nonpayment by 12:00 noona Preference Amount) no later than 2:00 p.m., New York City time time, on such the later to occur of (i) the second Business DayDay following Receipt of such notice and (ii) the Distribution Date to which the deficiency relates. The Policy will not cover any Net Rate Carryover, any shortfalls attributable to the application of the Net Rate Cap, any shortfalls resulting from the application of the Relief Act, any shortfalls due to prepayments on the Mortgage Loans, any shortfalls resulting from Deferred Interest or any shortfalls attributed to taxes, withholding or other charges imposed by any governmental authority (including interest and penalties in respect of such liabilities) on the Insured Certificates on any Distribution Date. (b) At the time of the execution and delivery of this Agreement, the Trust Administrator The Trustee shall establish a separate special purpose trust account in the name of the Trust Administrator “Policy Payments Account” for the benefit of the Holders of the Class A-12 Insured Certificates referred to herein as and the "Policy Payments Account" Certificate Insurer and over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Trustee shall deposit upon receipt any amounts amount paid under the Policy into in the Policy Payments Account and distribute such amounts the amount only for purposes of payment to pay Holders of the Class A-12 Insured Certificates of the Class A-12 Distribution Deficiency Insured Amount for the Insured Certificates for which a claim was made and such amounts made. No payments under the Policy may not be applied used to satisfy pay any costs, expenses expenses, or liabilities of the Trust Administrator Master Servicer, the Trustee, or the Trust Estate(other than payments of principal and interest on the Insured Certificates). Amounts paid under the Policy shall be transferred to the Distribution Account in accordance with the next paragraph and disbursed by the Trust Administrator Trustee to Holders of the Class A-12 Insured Certificates in the same manner as distributions in reduction of the principal balance of and interest accordance with Section 4.02. Payments from draws on the Certificates of such Class are made under Section 4.01(f). It shall Policy need not be necessary for such payments of the Class A-12 Distribution Deficiency to be made by checks or wire transfers separate from the check checks or wire transfer transfers used to pay distributions in reduction other funds paid to Holders of the Insured Certificates on the Distribution Date. The portion of any payment of principal balance of and or interest on the Class A-12 Insured Certificates with funds available to make such distributions. However, the amount of any distribution to be paid from funds transferred from the Policy Payments Account Account, however, shall be noted as provided in (c) below and in the statement to be furnished to Holders of the Class A-12 Certificates and Financial Security pursuant to Section 4.044.06. Funds held in the Policy Payments Account shall not be invested invested. On any Distribution Date (or the day on which a payment on the Policy is received, if later) for 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 Deficiency Amount on the Insured Certificates on the 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 paid from the Distribution Account pursuant to Section 4.02, directly to the payment in full of the Deficiency Amount due on the Insured Certificates. Funds received by the Trustee as a result of any claim under the Policy shall be used solely for payment to the Holders of the Insured Certificates and may not be applied for any other purpose, including, without limitation, satisfaction of any costs, expenses or liabilities of the Trustee, the Master Servicer or the Trust Fund. 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 the Insured Certificates shall be remitted to the Certificate Insurer, pursuant to the instructions of the Certificate Insurer, by the end of the Business Day. (c) The Trustee shall keep complete and accurate records in respect of (i) all funds remitted to it by the Certificate Insurer and deposited into the Policy Payments Account and (ii) the allocation of such funds to (A) payments of interest on and principal in respect of any Insured Certificates, (B) Realized Losses allocated to the Insured Certificates and (C) the amount of funds available to make distributions on the Insured Certificates pursuant to Section 4.02. 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 Trustee. Any Deficiency Amounts distributed by the Trustee from proceeds of the Policy shall be considered payment by the Certificate Insurer and not by the Trust AdministratorFund with respect to the Insured Certificates and the Certificate Insurer will be entitled to receive the related Reimbursement Amount as provided in Section 4.02. (d) The Trustee acknowledges, 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’s rights, as applicable, as subrogee for payments distributable pursuant to Section 4.02, 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.

Policy Matters. (a) If, on the second Business Day before any Distribution Date, the Trust Administrator Trustee determines that there will be a Class A-12 A-2 Distribution Deficiency for such Distribution Date, the Trust Administrator Trustee shall determine the amount of such Class A-12 A-2 Distribution Deficiency and shall give notice to Financial Security Ambac by telephone or telecopy of the amount of such deficiency confirmed in writing by the Notice of Nonpayment by 12:00 noon, New York City time on such second Business Day. (b) At the time of the execution and delivery of this Agreement, the Trust Administrator Trustee shall establish a separate special purpose trust account in the name of the Trust Administrator Trustee for the benefit of Holders of the Class A-12 A-2 Certificates 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 amounts paid under the Policy into the Policy Payments Account and distribute such amounts only for purposes of payment to Holders of the Class A-12 A-2 Certificates of the Class A-12 A-2 Distribution Deficiency for which a claim was made and such amounts may not be applied to satisfy any costs, expenses or liabilities of the Trust Administrator Trustee or the Trust Estate. Amounts paid under the Policy shall be disbursed by the Trust Administrator Trustee to Holders of the Class A-12 A-2 Certificates in the same manner as distributions in reduction of the principal balance of and interest on the Certificates of such Class are made under Section 4.01(f4.01(e). It shall not be necessary for such payments of the Class A-12 A-2 Distribution Deficiency to be made by checks or wire transfers separate from the check or wire transfer used to pay distributions in reduction of the principal balance of and interest on the Class A-12 A-2 Certificates with funds available to make such distributions. However, the amount of any distribution to be paid from funds transferred from the Policy Payments Account shall be noted as provided in (c) below and in the statement to be furnished to Holders of the Class A-12 A-2 Certificates and Financial Security Ambac pursuant to Section 4.04. Funds held in the Policy Payments Account shall not be invested by the Trust AdministratorTrustee.

Policy Matters. (a) If, on the second third Business Day before any Distribution Date, the Trust Administrator Trustee determines that there will be a Class A-12 Distribution Deficiency Amount for such Distribution Date, the Trust Administrator Trustee shall determine the amount of such Class A-12 Distribution Deficiency Amount and shall give notice to Financial Security MBIA by telephone or telecopy of the amount of such deficiency confirmed in writing by the Notice of Nonpayment by 12:00 noon, New York City time on such second third Business Day. (b) At the time of the execution and delivery of this Agreement, the Trust Administrator Trustee shall establish a separate special purpose trust account in the name of the Trust Administrator Trustee for the benefit of Holders of the Class A-12 1-A-8 Certificates referred to herein as the "Policy Payments Payment Account" over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Trustee shall deposit any amounts paid under the Policy into the Policy Payments Payment Account and distribute such amounts only for purposes of payment to Holders of the Class A-12 1-A-8 Certificates of the Class A-12 Distribution Deficiency Insured Payment for which a claim was made and such amounts may not be applied to satisfy any costs, expenses or liabilities of the Trust Administrator Trustee or the Trust Estate. Amounts paid under the Policy shall be disbursed by the Trust Administrator Trustee to Holders of the Class A-12 1-A-8 Certificates in the same manner as distributions in reduction of the principal balance of and interest on the Certificates of such Class are made under Section 4.01(f)5.02. It shall not be necessary for such payments of the Class A-12 Distribution Deficiency Insured Payment to be made by checks or wire transfers separate from the check or wire transfer used to pay distributions in reduction of the principal balance of and interest on the Class A-12 1-A-8 Certificates with funds available to make such distributions. However, the amount of any distribution to be paid from funds transferred from the Policy Payments Payment Account shall be noted as provided in (c) below and in the statement to be furnished to Holders of the Class A-12 1-A-8 Certificates and Financial Security MBIA pursuant to Section 4.045.04. Funds held in the Policy Payments Payment Account shall not be invested by the 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 Trustee as a result of the claim under the Policy to the extent necessary to make distributions on the Class 1-A-8 Certificates equal to the Deficiency Amount on such Distribution Date shall be withdrawn from the Policy Payment Account and applied by the Trustee to the payment in full of the Deficiency Amount. Any funds deposited into the Policy Payment Account in respect of the Class 1-A-8 Certificates that are remaining therein on the first Business Day following a Distribution Date after the Deficiency Amount has been made to the Certificateholders of such Class shall be remitted in immediately available funds to MBIA, pursuant to the instructions of MBIA, by the end of such Business Day. (c) The Trustee shall keep a complete and accurate record of the Class 1-A-8 Interest Loss Amount, the Class 1-A-8 Principal Loss Amount and any Non-Supported Interest Shortfall allocated to the Class 1-A-8 Certificates once the Reserve Fund has been depleted, paid from moneys received under the Policy. MBIA shall have the right to inspect such records at reasonable times upon one Business Day's 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 distributions in reduction of the principal balance of or interest on a Class 1-A-8 Certificate has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall so notify MBIA and shall comply with the provisions of the Policy to obtain payment by MBIA of such avoided distribution, and shall, at the time it provides notice to MBIA, notify, by mail to Holders of the Certificates of such Class that, in the event that any Holder's distribution 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 by the Trustee and the Trustee shall furnish to MBIA its records evidencing the distributions in reduction of the principal balance of and interest (including any Non-Supported Interest Shortfall described in Section 5.11(c)) on the Class 1-A-8 Certificates, if any, which have been made by the Trustee and subsequently recovered from Holders, and the dates on which such distributions were made. Such payment under the Policy shall be disbursed to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order and not to the Trustee or any Class 1-A-8 Certificateholder directly (unless such Certificateholder has previously paid such amount to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order, in which case such payment shall be disbursed to the Trustee for distribution to such Certificateholder upon proof of such payment reasonably satisfactory to MBIA). (e) The Trustee shall promptly notify MBIA of any proceeding or the institution of any action seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership or similar law (a "Preference Claim") of any distribution made with respect to the Class 1-A-8 Certificates as to which it has actual knowledge. Each Holder of a Class 1-A-8 Certificate, by its purchase of such Certificates and the Trustee hereby agree that MBIA (so long as no MBIA Default exists) may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, MBIA shall be subrogated to the rights of the Trustee and each Holder in the conduct of any Preference Claim, including, without limitation, all rights of any party to an adversary proceeding or action with respect to any court order issued in connection with any such Preference Claim. (f) The Trustee acknowledges, and each Holder of a Class 1-A-8 Certificate by its acceptance of such Certificate agrees, that without the need for any further action on the part of MBIA or the Trustee, to the extent that MBIA makes payments directly or indirectly on account of principal or interest on any Class 1-A-8 Certificate, MBIA shall be fully subrogated to all of the rights of such Certificateholders with respect to any and all amounts paid under the Policy. The Class 1-A-8 Certificateholders by acceptance of such Certificates assign their rights as Holders of such Certificates to MBIA to the extent of MBIA's interest with respect to amounts paid under the Policy. Anything herein to the contrary notwithstanding, solely for purposes of determining MBIA's rights, as applicable, as subrogee for payments distributable pursuant to Section 5.02, any payment with respect to distributions to the Class 1-A-8 Certificates which is made with funds received pursuant to the terms of the Policy, shall not be considered payment of the Class 1-A-8 Certificates from the Trust AdministratorEstate and shall not result in the distribution or the provision for the distribution in reduction of the Class Certificate Balance of the Class 1-A-8 Certificates except to the extent such payment has been reimbursed to MBIA pursuant to the terms hereof. (g) The Servicer shall designate an MBIA Contact Person who shall be available to MBIA to provide reasonable access to information regarding the Mortgage Loans. The initial MBIA Contact Person is Xxxxx Xxxxxxxx. (h) The Trustee shall surrender the Policy to MBIA for cancellation upon reduction of the Class Certificate Balance of the Class 1-A-8 Certificates to zero. (i) All references herein to the ratings assigned to the Certificates and to the interests of any Certificateholders shall be without regard to the Policy. (j) For so long as there is no continuing default by MBIA under its obligations under the Policy, each Holder of a Class 1-A-8 Certificate agrees that MBIA shall be entitled to exercise the voting, consent, directing and other control rights of the Holders of the Class 1-A-8 Certificates without consent of such Holders and the Holders of the Class 1-A-8 Certificates shall only exercise such rights with the prior written consent of MBIA.

Policy Matters. (a) If, on the second Business Day before any Distribution Date, the Trust Administrator determines that there will be a Class A-12 A-3 Distribution Deficiency for such Distribution Date, the Trust Administrator shall determine the amount of such Class A-12 A-3 Distribution Deficiency and shall give notice to Financial Security by telephone or telecopy of the amount of such deficiency confirmed in writing by the Notice of Nonpayment by 12:00 noon, New York City time on such second Business Day. (b) At the time of the execution and delivery of this Agreement, the Trust Administrator shall establish a separate special purpose trust account in the name of the Trust Administrator for the benefit of Holders of the Class A-12 A-3 Certificates 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 amounts paid under the Policy into the Policy Payments Account and distribute such amounts only for purposes of payment to Holders of the Class A-12 A-3 Certificates of the Class A-12 A-3 Distribution Deficiency for which a claim was made and such amounts may not be applied to satisfy any costs, expenses or liabilities of the Trust Administrator or the Trust Estate. Amounts paid under the Policy shall be disbursed by the Trust Administrator to Holders of the Class A-12 A-3 Certificates in the same manner as distributions in reduction of the principal balance of and interest on the Certificates of such Class are made under Section 4.01(f4.01(e). It shall not be necessary for such payments of the Class A-12 A-3 Distribution Deficiency to be made by checks or wire transfers separate from the check or wire transfer used to pay distributions in reduction of the principal balance of and interest on the Class A-12 A-3 Certificates with funds available to make such distributions. However, the amount of any distribution to be paid from funds transferred from the Policy Payments Account shall be noted as provided in (c) below and in the statement to be furnished to Holders of the Class A-12 A-3 Certificates and Financial Security pursuant to Section 4.04. Funds held in the Policy Payments Account shall not be invested by the Trust Administrator.

Policy Matters. (a) IfAs soon as possible, and in no event later than 11:00 a.m., New York time, on the second Business Day before immediately preceding each Distribution Date, the Trustee shall determine the amount of funds available for such Distribution Date minus the amount of any FSA Premium, any Aggregate Strip Amount and any fee to paid to the Trustee on such Distribution Date. (b) If for any Distribution Date, the Trust Administrator Trustee determines that there the funds that will be a available for such Distribution Date distributable to the Holders of the Class A-12 Distribution Deficiency for A1 Certificates pursuant to Section 4.01 will be insufficient to pay the related Guaranteed Distributions on such Distribution Date, the Trust Administrator Trustee shall determine the amount of any such Class A-12 Distribution Deficiency deficiency and shall give notice to Financial Security FSA and the Fiscal Agent (as defined in the Class A1 Policy), if any, by telephone or telecopy of the amount of such deficiency deficiency, confirmed in writing by notice substantially in the Notice form of Nonpayment Exhibit A to the Class A1 Policy by 12:00 noon, New York City time time, on such second Business Day. The Trustee’s responsibility for delivering the notice to FSA, as provided in the preceding sentence is limited to the availability, timeliness and accuracy of the information provided by the Servicer. The Notice shall constitute a claim for payment pursuant to the Class A1 Policy. (bc) The Trustee shall receive as attorney-in-fact of each Holder of a Class A1 Certificate, any Guaranteed Distributions from FSA and disburse the same to each Holder of a Class A1 Certificate in accordance with the provisions of this Article IV. Guaranteed Distributions disbursed by the Trustee from proceeds of the Class A1 Policy shall not be considered payment by the Trust nor shall such payments discharge the obligation of the Trust with respect to such Class A1 Certificate, and FSA shall become the owner of such unpaid amounts due from the Trust in respect of such Guaranteed Distributions as the deemed assignee of such Holder and shall be entitled to receive the FSA Reimbursement Amount pursuant to Section 4.01. The Trustee hereby agrees on behalf of each Holder of a Class A1 Certificate for the benefit of FSA that it and they recognize that to the extent that FSA makes Guaranteed Distributions, either directly or indirectly (as by paying through the Servicer), to the Class A1 Certificateholders, FSA will be entitled to receive the FSA Reimbursement Amount pursuant to Section 4.01. (d) It is understood and agreed that the intention of the parties is that FSA shall not be entitled to reimbursement on any Distribution Date for amounts previously paid by it unless on such Distribution Date the Holders of the Class A1 Certificates shall also have received the full amount of the Guaranteed Distributions for such Distribution Date. (e) In the event the Trustee receives a certified copy of an order of the appropriate court that any payment of principal or interest on a Class A1 Certificate has been voided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall (i) promptly notify FSA and the Fiscal Agent, if any, and (ii) comply with the provisions of the Class A1 Policy to obtain payment by FSA of such voided payment. In addition, the Trustee shall mail notice to all Holders of the Class A1 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 Class A1 Policy a copy of which shall be made available to such Holders by the Trustee. The Trustee shall furnish to FSA and the Fiscal Agent, if any, its records listing the payments on the affected Class A1 Certificates, if any, that have been made by the Trustee and subsequently recovered from the affected Holders, and the dates on which such payments were made by the Trustee. (f) At the time of the execution hereof, and delivery of this Agreementfor the purposes hereof, the Trust Administrator Trustee shall establish a separate special purpose trust account in the name of the Trust Administrator Trustee for the benefit of Holders of the Class A-12 A1 Certificates referred to herein as (the "Policy Payments “FSA Account" ”) over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator FSA Account shall be an Eligible Account. The Trustee shall deposit any amounts amount paid under the Class A1 Policy into the Policy Payments FSA Account and distribute such amounts amount only for the purposes of payment making the payments to Holders of the Class A-12 A1 Certificates in respect of the Class A-12 Distribution Deficiency Guaranteed Distributions for which a the related claim was made and such amounts may not be applied to satisfy any costs, expenses or liabilities of the Trust Administrator or the Trust Estate. Amounts paid under the Policy Class A1 Policy. Such amounts shall be disbursed allocated by the Trust Administrator Trustee to Holders of the Class A-12 A1 Certificates affected by such shortfalls in the same manner as distributions in reduction of the principal balance of and interest on the payments are to be allocated with respect to such Certificates of such Class are made under pursuant to Section 4.01(f)4.01. It shall not be necessary for such payments of the Class A-12 Distribution Deficiency to be made by checks or wire transfers separate separated from the check checks or wire transfer transfers used to pay distributions in reduction of make regular payments hereunder with funds withdrawn from the principal balance of and interest Distribution Account. However, any payments made on the Class A-12 A1 Certificates with funds available to make such distributions. However, the amount of any distribution to be paid from funds transferred from in the Policy Payments FSA Account shall be noted as provided in subsection (ch) below and in the statement to be furnished to Holders of the Class A-12 Certificates and Financial Security pursuant to Section 4.04below. Funds held in the Policy Payments FSA Account shall not be invested by the Trustee. (g) Any funds received from FSA for deposit into the FSA Account pursuant to the Class A1 Policy in respect of a Distribution Date or otherwise as a result of any claim under the Class A1 Policy shall be applied by the Trustee directly to the payment in full (i) of the Guaranteed Distributions due on such Distribution Date on the Class A1 Certificates, or (ii) of other amounts payable under the Class A1 Policy. Funds received by the Trustee as a result of any claim under the Class A1 Policy shall be used solely for payment to the Holders of the Class A1 Certificates and may not be applied for any other purpose, including, without limitation, satisfaction of any costs, expenses or liabilities of the Trustee, the Servicer or the Trust AdministratorFund. Any funds (other than funds deposited therein in respect of a Preference Amount payable under the Class A1 Policy) remaining in the FSA Account on the first Business Day after each Distribution Date shall be remitted promptly to FSA pursuant to the written instruction of FSA. (h) The Trustee shall keep complete and accurate records in respect of (i) all funds remitted to it by FSA and deposited into the FSA Account and (ii) the allocation of such funds to payments of interest on and principal in respect of any Class A1 Certificates. FSA shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days’ prior notice to the Trustee.

Policy Matters. (a) If, on the second third Business Day before any Distribution Date, the Trust Administrator Trustee determines that there will be a Class A-12 Distribution Deficiency Amount for such Distribution Date, the Trust Administrator Trustee shall determine the amount of such Class A-12 Distribution Deficiency Amount and shall give notice to Financial Security MBIA by telephone or telecopy of the amount of such deficiency confirmed in writing by the Notice of Nonpayment by 12:00 noon, New York City time on such second third Business Day. (b) At the time of the execution and delivery of this Agreement, the Trust Administrator Trustee shall establish a separate special purpose trust account in the name of the Trust Administrator Trustee for the benefit of Holders of the Class A-12 1-A-3 Certificates referred to herein as the "Policy Payments Payment Account" over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Trustee shall deposit any amounts paid under the Policy into the Policy Payments Payment Account and distribute such amounts only for purposes of payment to Holders of the Class A-12 1-A-3 Certificates of the Class A-12 Distribution Deficiency Insured Payment for which a claim was made and such amounts may not be applied to satisfy any costs, expenses or liabilities of the Trust Administrator Trustee or the Trust Estate. Amounts paid under the Policy shall be disbursed by the Trust Administrator Trustee to Holders of the Class A-12 1-A-3 Certificates in the same manner as distributions in reduction of the principal balance of and interest on the Certificates of such Class are made under Section 4.01(f)5.02. It shall not be necessary for such payments of the Class A-12 Distribution Deficiency Insured Payment to be made by checks or wire transfers separate from the check or wire transfer used to pay distributions in reduction of the principal balance of and interest on the Class A-12 1-A-3 Certificates with funds available to make such distributions. However, the amount of any distribution to be paid from funds transferred from the Policy Payments Payment Account shall be noted as provided in (c) below and in the statement to be furnished to Holders of the Class A-12 1-A-3 Certificates and Financial Security MBIA pursuant to Section 4.045.04. Funds held in the Policy Payments Payment Account shall not be invested by the 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 Trustee as a result of the claim under the Policy to the extent necessary to make distributions on the Class 1-A-3 Certificates equal to the Deficiency Amount on such Distribution Date shall be withdrawn from the Policy Payment Account and applied by the Trustee to the payment in full of the Deficiency Amount. Any funds deposited into the Policy Payment Account in respect of the Class 1-A-3 Certificates that are remaining therein on the first Business Day following a Distribution Date after the Deficiency Amount has been made to the Certificateholders shall be remitted in immediately available funds to MBIA, pursuant to the instructions of MBIA, by the end of such Business Day. (c) The Trustee shall keep a complete and accurate record of the Class 1-A-3 Interest Loss Amount and the Class 1-A-3 Principal Loss Amount paid from moneys received under the Policy. MBIA shall have the right to inspect such records at reasonable times upon one Business Day's 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 distributions in reduction of the principal balance of or interest on a Class 1-A-3 Certificate has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall so notify MBIA and shall comply with the provisions of the Policy to obtain payment by MBIA of such avoided distribution, and shall, at the time it provides notice to MBIA, notify, by mail to Holders of the Certificates that, in the event that any Holder's distribution 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 by the Trustee and the Trustee shall furnish to MBIA its records evidencing the distributions in reduction of the principal balance of and interest on the Class 1-A-3 Certificates, if any, which have been made by the Trustee and subsequently recovered from Holders, and the dates on which such distributions were made. Such payment under the Policy shall be disbursed to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order and not to the Trustee or any Class 1-A-3 Certificateholder directly (unless such Certificateholder has previously paid such amount to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order, in which case such payment shall be disbursed to the Trustee for distribution to such Certificateholder upon proof of such payment reasonably satisfactory to MBIA). (e) The Trustee shall promptly notify MBIA of any proceeding or the institution of any action seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership or similar law (a "Preference Claim") of any distribution made with respect to the Class 1-A-3 Certificates as to which it has actual knowledge. Each Holder of a Class 1-A-3 Certificate, by its purchase of such Certificates and the Trustee hereby agree that MBIA (so long as no MBIA Default exists) may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, MBIA shall be subrogated to the rights of the Trustee and each Holder in the conduct of any Preference Claim, including, without limitation, all rights of any party to an adversary proceeding or action with respect to any court order issued in connection with any such Preference Claim. (f) The Trustee acknowledges, and each Holder of a Class 1-A-3 Certificate by its acceptance of such Certificate agrees, that without the need for any further action on the part of MBIA or the Trustee, to the extent that MBIA makes payments directly or indirectly on account of principal or interest on any Class 1-A-3 Certificate, MBIA shall be fully subrogated to all of the rights of such Certificateholders with respect to any and all amounts paid under the Policy. The Class 1-A-3 Certificateholders by acceptance of such Certificates assign their rights as Holders of such Certificates to MBIA to the extent of MBIA's interest with respect to amounts paid under the Policy. Anything herein to the contrary notwithstanding, solely for purposes of determining MBIA's rights, as applicable, as subrogee for payments distributable pursuant to Section 5.02, any payment with respect to distributions to the Class 1-A-3 Certificates which is made with funds received pursuant to the terms of the Policy, shall not be considered payment of the Class 1-A-3 Certificates from the Trust AdministratorEstate and shall not result in the distribution or the provision for the distribution in reduction of the Class Certificate Balance of the Class 1-A-3 Certificates except to the extent such payment has been reimbursed to MBIA pursuant to the terms hereof. (g) The Servicer shall designate an MBIA Contact Person who shall be available to MBIA to provide reasonable access to information regarding the Mortgage Loans. The initial MBIA Contact Person is Xxxxx Xxxxxxxx. (h) The Trustee shall surrender the Policy to MBIA for cancellation upon reduction of the Class Certificate Balance of the Class 1-A-3 Certificates to zero. (i) All references herein to the ratings assigned to the Certificates and to the interests of any Certificateholders shall be without regard to the Policy. (j) For so long as there is no continuing default by MBIA under its obligations under the Policy, each Holder of a Class 1-A-3 Certificate agrees that MBIA shall be entitled to exercise the voting, consent, directing and other control rights of the Holders of the Class 1-A-3 Certificates without consent of such Holders and the Holders of the Class 1-A-3 Certificates shall only exercise such rights with the prior written consent of MBIA.

Policy Matters. (a) IfAs soon as possible, and in no event later than 11:00 a.m., New York time, on the second Business Day before immediately preceding each Distribution Date, the Trustee shall determine the amount of funds available for such Distribution Date minus the amount of any FSA Premium and any fee to paid to the Trustee on such Distribution Date. (b) If for any Distribution Date, the Trust Administrator Trustee determines that there the funds that will be a available for such Distribution Date distributable to the Holders of the Class A-12 Distribution Deficiency for A-2 Certificates pursuant to Section 4.01 will be insufficient to pay the related Guaranteed Distributions on such Distribution Date, the Trust Administrator Trustee shall determine the amount of any such Class A-12 Distribution Deficiency deficiency and shall give notice to Financial Security FSA and the Fiscal Agent (as defined in the FSA Policy), if any, by telephone or telecopy of the amount of such deficiency deficiency, confirmed in writing by notice substantially in the Notice form of Nonpayment Exhibit A to the FSA Policy by 12:00 noon, New York City time time, on such second Business Day. The Trustee’s responsibility for delivering the notice to FSA, as provided in the preceding sentence is limited to the availability, timeliness and accuracy of the information provided by each Servicer. The Notice shall constitute a claim for payment pursuant to the FSA Policy. (bc) The Trustee shall receive as attorney-in-fact of each Holder of a Class A-2 Certificate, any Guaranteed Distributions from FSA and disburse the same to each Holder of a Class A-2 Certificate in accordance with the provisions of this Article IV. Guaranteed Distributions disbursed by the Trustee from proceeds of the FSA Policy shall not be considered payment by the Trust nor shall such payments discharge the obligation of the Trust with respect to such Class A-2 Certificate, and FSA shall become the owner of such unpaid amounts due from the Trust in respect of such Guaranteed Distributions as the deemed assignee of such Holder and shall be entitled to receive the FSA Reimbursement Amount pursuant to Section 4.01. The Trustee hereby agrees on behalf of each Holder of a Class A-2 Certificate for the benefit of FSA that it and they recognize that to the extent that FSA makes Guaranteed Distributions, either directly or indirectly (as by paying through the Trustee), to the Class A-2 Certificateholders, FSA will be entitled to receive the FSA Reimbursement Amount pursuant to Section 4.01. (d) It is understood and agreed that the intention of the parties is that FSA shall not be entitled to reimbursement on any Distribution Date for amounts previously paid by it unless on such Distribution Date the Holders of the Class A-2 Certificates shall also have received the full amount of the Guaranteed Distributions for such Distribution Date. (e) In the event the Trustee receives a certified copy of an order of the appropriate court that any payment of principal or interest on a Class A-2 Certificate has been voided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall (i) promptly notify FSA and the Fiscal Agent, if any, and (ii) comply with the provisions of the FSA Policy to obtain payment by FSA of such voided payment. In addition, the Trustee shall mail notice to all Holders of the Class A-2 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 FSA Policy a copy of which shall be made available to such Holders by the Trustee. The Trustee shall furnish to FSA and the Fiscal Agent, if any, its records listing the payments on the affected Class A-2 Certificates, if any, that have been made by the Trustee and subsequently recovered from the affected Holders, and the dates on which such payments were made by the Trustee. (f) At the time of the execution hereof, and delivery of this Agreementfor the purposes hereof, the Trust Administrator Trustee shall establish a separate special purpose trust account in the name of the Trust Administrator Trustee for the benefit of Holders of the Class A-12 A-2 Certificates referred to herein as (the "Policy Payments “FSA Account" ”) over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator FSA Account shall be an Eligible Account. The Trustee shall deposit any amounts amount paid under the FSA Policy into the Policy Payments FSA Account and distribute such amounts amount only for the purposes of payment making the payments to Holders of the Class A-12 A-2 Certificates in respect of the Class A-12 Distribution Deficiency Guaranteed Distributions for which a the related claim was made and such amounts may not be applied to satisfy any costs, expenses or liabilities of the Trust Administrator or the Trust Estate. Amounts paid under the Policy FSA Policy. Such amounts shall be disbursed allocated by the Trust Administrator Trustee to Holders of the Class A-12 A-2 Certificates affected by such shortfalls in the same manner as distributions in reduction of the principal balance of and interest on the payments are to be allocated with respect to such Certificates of such Class are made under pursuant to Section 4.01(f)4.01. It shall not be necessary for such payments of the Class A-12 Distribution Deficiency to be made by checks or wire transfers separate separated from the check checks or wire transfer transfers used to pay distributions in reduction of make regular payments hereunder with funds withdrawn from the principal balance of and interest Certificate Account. However, any payments made on the Class A-12 A-2 Certificates with funds available to make such distributions. However, the amount of any distribution to be paid from funds transferred from in the Policy Payments FSA Account shall be noted as provided in subsection (ch) below and in the statement to be furnished to Holders of the Class A-12 Certificates and Financial Security pursuant to Section 4.04below. Funds held in the Policy Payments FSA Account shall not be invested by the Trustee. (g) Any funds received from FSA for deposit into the FSA Account pursuant to the FSA Policy in respect of a Distribution Date or otherwise as a result of any claim under the FSA Policy shall be applied by the Trustee directly to the payment in full (i) of the Guaranteed Distributions due on such Distribution Date on the Class A-2 Certificates, or (ii) of other amounts payable under the FSA Policy. Funds received by the Trustee as a result of any claim under the FSA Policy shall be used solely for payment to the Holders of the Class A-2 Certificates and may not be applied for any other purpose, including, without limitation, satisfaction of any costs, expenses or liabilities of the Trustee, any Servicer or the Trust AdministratorFund. Any funds (other than funds deposited therein in respect of a Preference Amount payable under the FSA Policy) remaining in the FSA Account on the first Business Day after each Distribution Date shall be remitted promptly to FSA pursuant to the written instruction of FSA.

Policy Matters. (a) If, on the second third Business Day before any Distribution Date, the Trust Administrator Trustee determines that there will be a Class A-12 Distribution Deficiency Amount for such Distribution Date, the Trust Administrator Trustee shall determine the amount of such Class A-12 Distribution Deficiency Amount and shall give notice to Financial Security MBIA by telephone or telecopy of the amount of such deficiency confirmed in writing by the Notice of Nonpayment by 12:00 noon, New York City time on such second third Business Day. (b) At the time of the execution and delivery of this Agreement, the Trust Administrator Trustee shall establish a separate special purpose trust account in the name of the Trust Administrator Trustee for the benefit of Holders of the Class A-12 1-A-1 Certificates referred to herein as the "Policy Payments Payment Account" over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Trustee shall deposit any amounts paid under the Policy into the Policy Payments Payment Account and distribute such amounts only for purposes of payment to Holders of the Class A-12 1-A-1 Certificates of the Class A-12 Distribution Deficiency Insured Payment for which a claim was made and such amounts may not be applied to satisfy any costs, expenses or liabilities of the Trust Administrator Trustee or the Trust Estate. Amounts paid under the Policy shall be disbursed by the Trust Administrator Trustee to Holders of the Class A-12 1-A-1 Certificates in the same manner as distributions in reduction of the principal balance of and interest on the Certificates of such Class are made under Section 4.01(f)5.02. It shall not be necessary for such payments of the Class A-12 Distribution Deficiency Insured Payment to be made by checks or wire transfers separate from the check or wire transfer used to pay distributions in reduction of the principal balance of and interest on the Class A-12 1-A-1 Certificates with funds available to make such distributions. However, the amount of any distribution to be paid from funds transferred from the Policy Payments Payment Account shall be noted as provided in (c) below and in the statement to be furnished to Holders of the Class A-12 1-A-1 Certificates and Financial Security MBIA pursuant to Section 4.045.04. Funds held in the Policy Payments Payment Account shall not be invested by the 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 Trustee as a result of the claim under the Policy to the extent necessary to make distributions on the Class 1-A-1 Certificates equal to the Deficiency Amount on such Distribution Date shall be withdrawn from the Policy Payment Account and applied by the Trustee to the payment in full of the Deficiency Amount. Any funds deposited into the Policy Payment Account in respect of the Class 1-A-1 Certificates that are remaining therein on the first Business Day following a Distribution Date after the Deficiency Amount has been made to the Certificateholders of such Class shall be remitted in immediately available funds to MBIA, pursuant to the instructions of MBIA, by the end of such Business Day. (c) The Trustee shall keep a complete and accurate record of the Class 1-A-1 Interest Loss Amount and the Class 1-A-1 Principal Loss Amount paid from moneys received under the Policy. MBIA shall have the right to inspect such records at reasonable times upon one Business Day's 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 distributions in reduction of the principal balance of or interest on a Class 1-A-1 Certificate has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall so notify MBIA and shall comply with the provisions of the Policy to obtain payment by MBIA of such avoided distribution, and shall, at the time it provides notice to MBIA, notify, by mail to Holders of the Certificates of such Class that, in the event that any Holder's distribution 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 by the Trustee and the Trustee shall furnish to MBIA its records evidencing the distributions in reduction of the principal balance of and interest on the Class 1-A-1 Certificates, if any, which have been made by the Trustee and subsequently recovered from Holders, and the dates on which such distributions were made. Such payment under the Policy shall be disbursed to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order and not to the Trustee or any Class 1-A-1 Certificateholder directly (unless such Certificateholder has previously paid such amount to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order, in which case such payment shall be disbursed to the Trustee for distribution to such Certificateholder upon proof of such payment reasonably satisfactory to MBIA). (e) The Trustee shall promptly notify MBIA of any proceeding or the institution of any action seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership or similar law (a "Preference Claim") of any distribution made with respect to the Class 1-A-1 Certificates as to which it has actual knowledge. Each Holder of a Class 1-A-1 Certificate, by its purchase of such Certificates and the Trustee hereby agree that MBIA (so long as no MBIA Default exists) may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, MBIA shall be subrogated to the rights of the Trustee and each Holder in the conduct of any Preference Claim, including, without limitation, all rights of any party to an adversary proceeding or action with respect to any court order issued in connection with any such Preference Claim. (f) The Trustee acknowledges, and each Holder of a Class 1-A-1 Certificate by its acceptance of such Certificate agrees, that without the need for any further action on the part of MBIA or the Trustee, to the extent that MBIA makes payments directly or indirectly on account of principal or interest on any Class 1-A-1 Certificate, MBIA shall be fully subrogated to all of the rights of such Certificateholders with respect to any and all amounts paid under the Policy. The Class 1-A-1 Certificateholders by acceptance of such Certificates assign their rights as Holders of such Certificates to MBIA to the extent of MBIA's interest with respect to amounts paid under the Policy. Anything herein to the contrary notwithstanding, solely for purposes of determining MBIA's rights, as applicable, as subrogee for payments distributable pursuant to Section 5.02, any payment with respect to distributions to the Class 1-A-1 Certificates which is made with funds received pursuant to the terms of the Policy, shall not be considered payment of the Class 1-A-1 Certificates from the Trust AdministratorEstate and shall not result in the distribution or the provision for the distribution in reduction of the Class Certificate Balance of the Class 1-A-1 Certificates except to the extent such payment has been reimbursed to MBIA pursuant to the terms hereof. (g) The Servicer shall designate an MBIA Contact Person who shall be available to MBIA to provide reasonable access to information regarding the Mortgage Loans. The initial MBIA Contact Person is Steve Ostrader. (h) The Trustee shall surrender the Policy xx XXXX xxx xancellation upon reduction of the Class Certificate Balance of the Class 1-A-1 Certificates to zero. (i) All references herein to the ratings assigned to the Certificates and to the interests of any Certificateholders shall be without regard to the Policy. (j) For so long as there is no continuing default by MBIA under its obligations under the Policy, each Holder of a Class 1-A-1 Certificate agrees that MBIA shall be entitled to exercise the voting, consent, directing and other control rights of the Holders of the Class 1-A-1 Certificates without consent of such Holders and the Holders of the Class 1-A-1 Certificates shall only exercise such rights with the prior written consent of MBIA.

Policy Matters. (a) If, on the second third Business Day before any Distribution Date, the Trust Administrator Trustee determines that there will be a Class A-12 Distribution Deficiency Amount for such Distribution Date, the Trust Administrator Trustee shall determine the amount of such Class A-12 Distribution Deficiency Amount and shall give notice to Financial Security MBIA by telephone or telecopy of the amount of such deficiency confirmed in writing by the Notice of Nonpayment by 12:00 noon, New York City time on such second third Business Day. (b) At the time of the execution and delivery of this Agreement, the Trust Administrator Trustee shall establish a separate special purpose trust account in the name of the Trust Administrator Trustee for the benefit of Holders of the Class A-12 5-A-16 Certificates referred to herein as the "Policy Payments Payment Account" over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Trustee shall deposit any amounts paid under the Policy into the Policy Payments Payment Account and distribute such amounts only for purposes of payment to Holders of the Class A-12 5-A-16 Certificates of the Class A-12 Distribution Deficiency Insured Payment for which a claim was made and such amounts may not be applied to satisfy any costs, expenses or liabilities of the Trust Administrator Trustee or the Trust Estate. Amounts paid under the Policy shall be disbursed by the Trust Administrator Trustee to Holders of the Class A-12 5-A-16 Certificates in the same manner as distributions in reduction of the principal balance of and interest on the Certificates of such Class are made under Section 4.01(f)5.02. It shall not be necessary for such payments of the Class A-12 Distribution Deficiency Insured Payment to be made by checks or wire transfers separate from the check or wire transfer used to pay distributions in reduction of the principal balance of and interest on the Class A-12 5-A-16 Certificates with funds available to make such distributions. However, the amount of any distribution to be paid from funds transferred from the Policy Payments Payment Account shall be noted as provided in (c) below and in the statement to be furnished to Holders of the Class A-12 5-A-16 Certificates and Financial Security MBIA pursuant to Section 4.045.04. Funds held in the Policy Payments Payment Account shall not be invested by the 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 Trustee as a result of the claim under the Policy to the extent necessary to make distributions on the Class 5-A-16 Certificates equal to the Deficiency Amount on such Distribution Date shall be withdrawn from the Policy Payment Account and applied by the Trustee to the payment in full of the Deficiency Amount. Any funds deposited into the Policy Payment Account in respect of the Class 5-A-16 Certificates that are remaining therein on the first Business Day following a Distribution Date after the Deficiency Amount has been made to the Certificateholders shall be remitted in immediately available funds to MBIA, pursuant to the instructions of MBIA, by the end of such Business Day. (c) The Trustee shall keep a complete and accurate record of the Class 5-A-16 Interest Loss Amount and the Class 5-A-16 Principal Loss Amount paid from moneys received under the Policy. MBIA shall have the right to inspect such records at reasonable times upon one Business Day's 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 distributions in reduction of the principal balance of or interest on a Class 5-A-16 Certificate has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall so notify MBIA and shall comply with the provisions of the Policy to obtain payment by MBIA of such avoided distribution, and shall, at the time it provides notice to MBIA, notify, by mail to Holders of the Certificates that, in the event that any Holder's distribution 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 by the Trustee and the Trustee shall furnish to MBIA its records evidencing the distributions in reduction of the principal balance of and interest on the Class 5-A-16 Certificates, if any, which have been made by the Trustee and subsequently recovered from Holders, and the dates on which such distributions were made. Such payment under the Policy shall be disbursed to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order and not to the Trustee or any Class 5-A-16 Certificateholder directly (unless such Certificateholder has previously paid such amount to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order, in which case such payment shall be disbursed to the Trustee for distribution to such Certificateholder upon proof of such payment reasonably satisfactory to MBIA). (e) The Trustee shall promptly notify MBIA of any proceeding or the institution of any action seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership or similar law (a "Preference Claim") of any distribution made with respect to the Class 5-A-16 Certificates as to which it has actual knowledge. Each Holder of a Class 5-A-16 Certificate, by its purchase of such Certificates and the Trustee hereby agree that MBIA (so long as no MBIA Default exists) may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, MBIA shall be subrogated to the rights of the Trustee and each Holder in the conduct of any Preference Claim, including, without limitation, all rights of any party to an adversary proceeding or action with respect to any court order issued in connection with any such Preference Claim. (f) The Trustee acknowledges, and each Holder of a Class 5-A-16 Certificate by its acceptance of such Certificate agrees, that without the need for any further action on the part of MBIA or the Trustee, to the extent that MBIA makes payments directly or indirectly on account of principal or interest on any Class 5-A-16 Certificate, MBIA shall be fully subrogated to all of the rights of such Certificateholders with respect to any and all amounts paid under the Policy. The Class 5-A-16 Certificateholders by acceptance of such Certificates assign their rights as Holders of such Certificates to MBIA to the extent of MBIA's interest with respect to amounts paid under the Policy. Anything herein to the contrary notwithstanding, solely for purposes of determining MBIA's rights, as applicable, as subrogee for payments distributable pursuant to Section 5.02, any payment with respect to distributions to the Class 5-A-16 Certificates which is made with funds received pursuant to the terms of the Policy, shall not be considered payment of the Class 5-A-16 Certificates from the Trust AdministratorEstate and shall not result in the distribution or the provision for the distribution in reduction of the Class Certificate Balance of the Class 5-A-16 Certificates except to the extent such payment has been reimbursed to MBIA pursuant to the terms hereof. (g) The Servicer shall designate an MBIA Contact Person who shall be available to MBIA to provide reasonable access to information regarding the Mortgage Loans. The initial MBIA Contact Person is Donna Dzimian. (h) The Trustee shall surrender the Policy xx XXXX xxx xancellation upon reduction of the Class Certificate Balance of the Class 5-A-16 Certificates to zero. (i) All references herein to the ratings assigned to the Certificates and to the interests of any Certificateholders shall be without regard to the Policy. (j) For so long as there is no continuing default by MBIA under its obligations under the Policy, each Holder of a Class 5-A-16 Certificate agrees that MBIA shall be entitled to exercise the voting, consent, directing and other control rights of the Holders of the Class 5-A-16 Certificates without consent of such Holders and the Holders of the Class 5-A-16 Certificates shall only exercise such rights with the prior written consent of MBIA.

Policy Matters. (a) If, on the second Business Day before any Distribution Date, the Trust Administrator Trustee determines that there will be a Class A-12 A-10 Distribution Deficiency for such Distribution Date, the Trust Administrator Trustee shall determine the amount of such Class A-12 A-10 Distribution Deficiency and shall give notice to Financial Security and the Fiscal Agent, if any (as defined in each Policy), by telephone or telecopy of the amount of such deficiency confirmed in writing by the Notice of Nonpayment Claim by 12:00 noon, New York City time on such second Business Day. (b) At the time of the execution and delivery of this Agreement, the Trust Administrator Trustee shall establish a separate special purpose trust account in the name of the Trust Administrator Trustee for the benefit of Holders of the Class A-12 A-10 Certificates 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 amounts paid under the Policy into the Policy Payments Account and distribute such amounts only for purposes of payment to Holders of the Class A-12 A-10 Certificates of the Class A-12 A-10 Distribution Deficiency for which a claim was made and such amounts may not be applied to satisfy any costs, expenses or liabilities of the Trust Administrator Trustee or the Trust Estate. Amounts paid under the Policy shall be disbursed by the Trust Administrator Trustee to Holders of the Class A-12 A-10 Certificates in the same manner as distributions in reduction of the principal balance of and interest on the Certificates of such Class Subclass are made under Section 4.01(f4.01(e). It shall not be necessary for such payments of the Class A-12 A-10 Distribution Deficiency to be made by checks or wire transfers separate from the check or wire transfer used to pay distributions in reduction of the principal balance of and interest on the Class A-12 A-10 Certificates with funds available to make such distributions. However, the amount of any distribution to be paid from funds transferred from the Policy Payments Account shall be noted as provided in (c) below and in the statement to be furnished to Holders of the Class A-12 A-10 Certificates and Financial Security pursuant to Section 4.04. Funds held in the Policy Payments Account shall not be invested by the Trust AdministratorTrustee.

Policy Matters. (a) IfAs soon as possible, and in no event later than 11:00 a.m., New York time, on the second Business Day before immediately preceding each Distribution Date, the Trustee shall determine the amount of funds available for such Distribution Date. (b) If for any Distribution Date, the Trust Administrator Trustee determines that there the funds that will be a available for such Distribution Date distributable to the Holders of the Class A-12 Distribution Deficiency for A-2 Certificates pursuant to Section 4.02 will be insufficient to pay the related Guaranteed Distributions on such Distribution Date, the Trust Administrator Trustee shall determine the amount of any such Class A-12 Distribution Deficiency deficiency and shall give notice to Financial Security FSA and the Fiscal Agent (as defined in the Certificate Insurance Policy), if any, by telephone or telecopy of the amount of such deficiency deficiency, confirmed in writing by notice substantially in the Notice form of Nonpayment Exhibit A to the Certificate Insurance Policy by 12:00 noon, New York City time time, on such second Business Day. The Trustee's responsibility for delivering the notice to FSA, as provided in the preceding sentence is limited to the availability, timeliness and accuracy of the information provided by the Servicer. The notice shall constitute a claim for payment pursuant to the Certificate Insurance Policy. Upon receipt of the Guaranteed Distribution, at or prior to the latest time payments of the Guaranteed Distributions are to be made by FSA pursuant to the Certificate Insurance Policy, on behalf of the Holders of the Class A-2 Certificates, the Trustee shall deposit such Guaranteed Distributions in the Distribution Account and shall distribute such Guaranteed Distributions only in accordance with Section 4.02, if applicable. (bc) The Trustee shall receive as attorney-in-fact of each Holder of a Class A-2 Certificate, any Guaranteed Distributions from FSA and disburse the same to each Holder of a Class A-2 Certificate in accordance with the provisions of Article IV. Guaranteed Distributions disbursed by the Trustee from proceeds of the Certificate Insurance Policy shall not be considered payment by the Trust nor shall such payments discharge the obligation of the Trust with respect to such Class A-2 Certificate, and FSA shall become the owner of such unpaid amounts due from the Trust in respect of such Guaranteed Distributions as the deemed assignee of such Holder and shall be entitled to receive the Reimbursement Amount pursuant to Section 4.02, as subrogee of the Class A-2 Certificateholders in accordance with paragraph (i) below. The Trustee hereby agrees on behalf of each Holder of a Class A-2 Certificate for the benefit of FSA that it and they recognize that to the extent that FSA makes Guaranteed Distributions, either directly or indirectly (as by paying through the Trustee), to the Class A-2 Certificateholders, FSA will be entitled to receive the Reimbursement Amount pursuant to Section 4.02, as subrogee of the Class A-2 Certificateholders in accordance with paragraph (i) below. (d) It is understood and agreed that the intention of the parties is that FSA shall not be entitled to reimbursement on any Distribution Date for amounts previously paid by it unless on such Distribution Date the Holders of the Class A-2 Certificates shall also have received the full amount of the Guaranteed Distributions for such Distribution Date. (e) In the event the Trustee receives a certified copy of an order of the appropriate court that any payment of principal or interest on a Class A-2 Certificate has been voided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall (i) promptly notify FSA and the Fiscal Agent, if any, and (ii) comply with the provisions of the Certificate Insurance Policy to obtain payment by FSA of such voided payment. In addition, the Trustee shall mail notice to all Holders of the Class A-2 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 Certificate Insurance Policy a copy of which shall be made available to such Holders by the Trustee. The Trustee shall furnish to FSA and the Fiscal Agent, if any, its records listing the payments on the affected Class A-2 Certificates, if any, that have been made by the Trustee and subsequently recovered from the affected Holders, and the dates on which such payments were made by the Trustee. (f) At the time of the execution hereof, and delivery of this Agreementfor the purposes hereof, the Trust Administrator Trustee shall establish a separate special purpose trust account in the name of the Trust Administrator Trustee for the benefit of Holders of the Class A-12 A-2 Certificates referred to herein as (the "Policy Payments Account" 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 amounts amount paid under the Certificate Insurance Policy into the Policy Payments Account and distribute such amounts amount only for the purposes of payment making the payments to Holders of the Class A-12 A-2 Certificates in respect of the Class A-12 Distribution Deficiency Insured Payment for which a the related claim was made and such amounts may not be applied to satisfy any costs, expenses or liabilities of the Trust Administrator or the Trust Estate. Amounts paid under the Policy Certificate Insurance Policy. Such amounts shall be disbursed allocated by the Trust Administrator Trustee to Holders of the Class A-12 A-2 Certificates affected by such shortfalls in the same manner as distributions in reduction of the principal balance of and interest on the payments are to be allocated with respect to such Certificates of such Class are made under pursuant to Section 4.01(f)4.02. It shall not be necessary for such payments of the Class A-12 Distribution Deficiency to be made by checks or wire transfers separate separated from the check checks or wire transfer transfers used to pay distributions in reduction of make regular payments hereunder with funds withdrawn from the principal balance of and interest Distribution Account. However, any payments made on the Class A-12 A-2 Certificates with funds available to make such distributions. However, the amount of any distribution to be paid from funds transferred from in the Policy Payments Account shall be noted as provided in subsection (ch) below and in the statement to be furnished to Holders of the Class A-12 Certificates and Financial Security pursuant to Section 4.04below. Funds held in the Policy Payments Account shall not be invested by the Trustee or the . (g) Any funds received from FSA for deposit into the Policy Payments Account pursuant to the Certificate Insurance Policy in respect of a Distribution Date or otherwise as a result of any claim under the Certificate Insurance Policy shall be applied by the Trustee directly to the payment in full (i) of the Insured Payment due on such Distribution Date on the Class A-2 Certificates, or (ii) of other amounts payable under the Certificate Insurance Policy. Funds received by the Trustee as a result of any claim under the Certificate Insurance Policy shall be used solely for payment to the Holders of the Class A-2 Certificates and may not be applied for any other purpose, including, without limitation, satisfaction of any costs, expenses or liabilities of the Depositor, the Trustee, the Servicer or the Trust AdministratorFund. Any funds (other than funds deposited therein in respect of the amount of any distribution of principal or interest to any Class A-2 Certificateholder which distribution subsequently is avoided in whole or in part as a preference amount under applicable law payable under the Certificate Insurance Policy) remaining in the Policy Payments Account on the first Business Day after each Distribution Date shall be remitted promptly to FSA pursuant to the written instruction of FSA. (h) The Trustee shall keep complete and accurate records in respect of (i) all funds remitted to it by FSA and deposited into the Policy Payments Account and (ii) the allocation of such funds to payments of interest on and principal in respect of any Class A-2 Certificates. FSA shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days' prior notice to the Trustee. (i) The Trustee acknowledges, and each Holder of a Class A-2 Certificate by its acceptance of the Class A-2 Certificate agrees, that, without the need for any further action on the part of FSA or the Trustee, to the extent FSA makes payments, directly or indirectly, on account of principal of or interest on any Class A-2 Certificates, FSA will be fully subrogated to the rights of the Holders of such Class A-2 Certificates to receive such principal and interest from the Trust Fund. The Holders of the Class A-2 Certificates, by acceptance of the Class A-2 Certificates, assign their rights as Holders of the Class A-2 Certificates to the extent of FSA's interest with respect to amounts paid under the Certificate Insurance Policy. Anything herein to the contrary notwithstanding, solely for purposes of determining FSA's rights, as applicable, as subrogee for payments distributable pursuant to Section 4.02, any payment with respect to distributions to the Class A-2 Certificates which is made with funds received pursuant to the terms of the Certificate Insurance Policy, shall not be considered payment of the Class A-2 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 Class A-2 Certificates except to the extent such payment has been reimbursed to FSA pursuant to the terms hereof. (j) Upon a Responsible Officer of the Trustee becoming aware of the occurrence of an Event of Default, the Trustee shall promptly notify FSA of such Event of Default. (k) The Trustee shall promptly notify FSA of either of the following as to which a Responsible Officer of the Trustee has actual knowledge: (A) the commencement of any proceeding by or against the Depositor commenced under the United States bankruptcy code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an "INSOLVENCY PROCEEDING") and (B) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a "PREFERENCE CLAIM") of any distribution made with respect to the Class A-2 Certificates as to which it has actual knowledge. Each Holder of a Class A-2 Certificate, by its purchase of Class A-2 Certificates, and the Trustee hereby agrees that FSA (so long as no FSA Default exists) may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, FSA shall be subrogated to the rights of the Trustee and each Holder of a Class A-2 Certificate in the conduct of any Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim. (l) The Servicer shall designate at least one FSA Contact Person who shall be available to FSA to provide reasonable access to information regarding the Mortgage Loans. The initial FSA Contact Persons are the Servicing Officers. (m) The Trustee shall surrender the Certificate Insurance Policy to FSA for cancellation upon the reduction of the Class Certificate Balance of the Class A-2 Certificates to zero. (n) The Trustee shall send to FSA the reports prepared pursuant to Sections 3.22 and 3.23 and the statements prepared pursuant to Section 4.03, as well as any other statements or communications sent to Holders of the Class A Certificates, in each case at the same time such reports, statements and communications are otherwise sent. (o) For so long as there is no continuing default by FSA under its obligations under the Certificate Insurance Policy (an "FSA DEFAULT"), each Holder of a Class A-2 Certificate agrees that FSA shall be treated by the Depositor, the Servicer and the Trustee as if FSA were the Holder of all of the Class A-2 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 Class A-2 Certificates hereunder and the Holders of the Class A-2 Certificates shall only exercise such rights with the prior written consent of FSA. (p) With respect to this Section 4.06, (i) the terms "Receipt" and "Received" shall mean actual delivery to FSA and its Fiscal Agent, 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 Receipt on the next succeeding Business Day and (ii) "Business Day" means any day other than (A) a Saturday, Sunday or legal holiday or (B) a day on which banking institutions in New York City, Florida, New Jersey or Minnesota, are authorized or obligated by law or executive order to be closed. If any notice or certificate given under the Certificate Insurance Policy by the Trustee is not in proper form or is not properly completed, executed or delivered, it shall be deemed not to have been Received. FSA or its Fiscal Agent, if any, shall promptly so advise the Trustee and the Trustee may submit an amended notice.

Policy Matters. (a) If, on the second Business Day before any Distribution Date, the Trust Administrator Trustee determines that there will be a Class A-12 A-2 Distribution Deficiency for such Distribution Date, the Trust Administrator Trustee shall determine the amount of such Class A-12 A-2 Distribution Deficiency and shall give notice to Financial Security and the Fiscal Agent, if any (as defined in the Policy), by telephone or telecopy of the amount of such deficiency confirmed in writing by the Notice of Nonpayment Claim by 12:00 noon, New York City time on such second Business Day. (b) At the time of the execution and delivery of this Agreement, the Trust Administrator Trustee shall establish a separate special purpose trust account in the name of the Trust Administrator Trustee for the benefit of Holders of the Class A-12 A-2 Certificates 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 amounts paid under the Policy into the Policy Payments Account and distribute such amounts only for purposes of payment to Holders of the Class A-12 A-2 Certificates of the Class A-12 A-2 Distribution Deficiency for which a claim was made and such amounts may not be applied to satisfy any costs, expenses or liabilities of the Trust Administrator Trustee or the Trust Estate. Amounts paid under the Policy shall be disbursed by the Trust Administrator Trustee to Holders of the Class A-12 A-2 Certificates in the same manner as distributions in reduction of the principal balance of and interest on the Certificates of such Class Subclass are made under Section 4.01(f4.01(e). It shall not be necessary for such payments of the Class A-12 A-2 Distribution Deficiency to be made by checks or wire transfers separate from the check or wire transfer used to pay distributions in reduction of the principal balance of and interest on the Class A-12 A-2 Certificates with funds available to make such distributions. However, the amount of any distribution to be paid from funds transferred from the Policy Payments Account shall be noted as provided in (c) below and in the statement to be furnished to Holders of the Class A-12 A-2 Certificates and Financial Security pursuant to Section 4.04. Funds held in the Policy Payments Account shall not be invested by the Trust AdministratorTrustee.

Policy Matters. (a) 1. If, on the second Business Day before any Distribution Date, the Trust Administrator determines that there will be a Class A-12 A-11 Distribution Deficiency for such Distribution Date, the Trust Administrator shall determine the amount of such Class A-12 A-11 Distribution Deficiency and shall give notice to Financial Security by telephone or telecopy of the amount of such deficiency confirmed in writing by the Notice of Nonpayment by 12:00 noon, New York City time on such second Business Day. (b) 2. At the time of the execution and delivery of this Agreement, the Trust Administrator shall establish a separate special purpose trust account in the name of the Trust Administrator for the benefit of Holders of the Class A-12 A-11 Certificates 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 amounts paid under the Policy into the Policy Payments Account and distribute such amounts only for purposes of payment to Holders of the Class A-12 A-11 Certificates of the Class A-12 A-11 Distribution Deficiency for which a claim was made and such amounts may not be applied to satisfy any costs, expenses or liabilities of the Trust Administrator or the Trust Estate. Amounts paid under the Policy shall be disbursed by the Trust Administrator to Holders of the Class A-12 A-11 Certificates in the same manner as distributions in reduction of the principal balance of and interest on the Certificates of such Class are made under Section 4.01(f4.01(e). It shall not be necessary for such payments of the Class A-12 A-11 Distribution Deficiency to be made by checks or wire transfers separate from the check or wire transfer used to pay distributions in reduction of the principal balance of and interest on the Class A-12 A-11 Certificates with funds available to make such distributions. However, the amount of any distribution to be paid from funds transferred from the Policy Payments Account shall be noted as provided in (c) below and in the statement to be furnished to Holders of the Class A-12 A-11 Certificates and Financial Security pursuant to Section 4.04. Funds held in the Policy Payments Account shall not be invested by the Trust Administrator.

Policy Matters. (a) If, on the second Business Day before any Distribution Date, the Trust Administrator Trustee determines that there will be a Class A-12 A-17 Distribution Deficiency for such Distribution Date, the Trust Administrator Trustee shall determine the amount of such Class A-12 A-17 Distribution Deficiency and shall give notice to Financial Security Ambac by telephone or telecopy of the amount of such deficiency confirmed in writing by the Notice of Nonpayment by 12:00 noon, New York City time on such second Business Day. (b) At the time of the execution and delivery of this Agreement, the Trust Administrator Trustee shall establish a separate special purpose trust account in the name of the Trust Administrator Trustee for the benefit of Holders of the Class A-12 A-17 Certificates 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 amounts paid under the Policy into the Policy Payments Account and distribute such amounts only for purposes of payment to Holders of the Class A-12 A-17 Certificates of the Class A-12 A-17 Distribution Deficiency for which a claim was made and such amounts may not be applied to satisfy any costs, expenses or liabilities of the Trust Administrator Trustee or the Trust Estate. Amounts paid under the Policy shall be disbursed by the Trust Administrator Trustee to Holders of the Class A-12 A-17 Certificates in the same manner as distributions in reduction of the principal balance of and interest on the Certificates of such Class are made under Section 4.01(f4.01(e). It shall not be necessary for such payments of the Class A-12 A-17 Distribution Deficiency to be made by checks or wire transfers separate from the check or wire transfer used to pay distributions in reduction of the principal balance of and interest on the Class A-12 A-17 Certificates with funds available to make such distributions. However, the amount of any distribution to be paid from funds transferred from the Policy Payments Account shall be noted as provided in (c) below and in the statement to be furnished to Holders of the Class A-12 A-17 Certificates and Financial Security Ambac pursuant to Section 4.04. Funds held in the Policy Payments Account shall not be invested by the Trust AdministratorTrustee.

Policy Matters. (a) IfAs soon as possible, and in no event later than 11:00 a.m., New York time, on the second Business Day before immediately preceding each Distribution Date, the Trustee shall determine the amount of funds available for such Distribution Date minus the amount of any FSA Premium and any fee to paid to the Trustee on such Distribution Date (b) If for any Distribution Date, the Trust Administrator Trustee determines that there the funds that will be a available for such Distribution Date distributable to the Holders of the Class A-12 Distribution Deficiency for A-3 Certificates pursuant to Section 4.01 will be insufficient to pay the related Guaranteed Distributions on such Distribution Date, the Trust Administrator Trustee shall determine the amount of any such Class A-12 Distribution Deficiency deficiency and shall give notice to Financial Security FSA and the Fiscal Agent (as defined in the FSA Policy), if any, by telephone or telecopy of the amount of such deficiency deficiency, confirmed in writing by notice substantially in the Notice form of Nonpayment Exhibit A to the FSA Policy by 12:00 noon, New York City time time, on such second Business Day. The Trustee’s responsibility for delivering the notice to FSA, as provided in the preceding sentence is limited to the availability, timeliness and accuracy of the information provided by each Servicer. The Notice shall constitute a claim for payment pursuant to the FSA Policy. (bc) The Trustee shall receive as attorney-in-fact of each Holder of a Class A-3 Certificate, any Guaranteed Distributions from FSA and disburse the same to each Holder of a Class A-3 Certificate in accordance with the provisions of this Article IV. Guaranteed Distributions disbursed by the Trustee from proceeds of the FSA Policy shall not be considered payment by the Trust nor shall such payments discharge the obligation of the Trust with respect to such Class A-3 Certificate, and FSA shall become the owner of such unpaid amounts due from the Trust in respect of such Guaranteed Distributions as the deemed assignee of such Holder and shall be entitled to receive the FSA Reimbursement Amount pursuant to Section 4.01. The Trustee hereby agrees on behalf of each Holder of a Class A-3 Certificate for the benefit of FSA that it and they recognize that to the extent that FSA makes Guaranteed Distributions, either directly or indirectly (as by paying through the Trustee), to the Class A-3 Certificateholders, FSA will be entitled to receive the FSA Reimbursement Amount pursuant to Section 4.01. (d) It is understood and agreed that the intention of the parties is that FSA shall not be entitled to reimbursement on any Distribution Date for amounts previously paid by it unless on such Distribution Date the Holders of the Class A-3 Certificates shall also have received the full amount of the Guaranteed Distributions for such Distribution Date. (e) In the event the Trustee receives a certified copy of an order of the appropriate court that any payment of principal or interest on a Class A-3 Certificate has been voided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall (i) promptly notify FSA and the Fiscal Agent, if any, and (ii) comply with the provisions of the FSA Policy to obtain payment by FSA of such voided payment. In addition, the Trustee shall mail notice to all Holders of the Class A-3 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 FSA Policy a copy of which shall be made available to such Holders by the Trustee. The Trustee shall furnish to FSA and the Fiscal Agent, if any, its records listing the payments on the affected Class A-3 Certificates, if any, that have been made by the Trustee and subsequently recovered from the affected Holders, and the dates on which such payments were made by the Trustee. (f) At the time of the execution hereof, and delivery of this Agreementfor the purposes hereof, the Trust Administrator Trustee shall establish a separate special purpose trust account in the name of the Trust Administrator Trustee for the benefit of Holders of the Class A-12 A-3 Certificates referred to herein as (the "Policy Payments “FSA Account" ”) over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator FSA Account shall be an Eligible Account. The Trustee shall deposit any amounts amount paid under the FSA Policy into the Policy Payments FSA Account and distribute such amounts amount only for the purposes of payment making the payments to Holders of the Class A-12 A-3 Certificates in respect of the Class A-12 Distribution Deficiency Guaranteed Distributions for which a the related claim was made and such amounts may not be applied to satisfy any costs, expenses or liabilities of the Trust Administrator or the Trust Estate. Amounts paid under the Policy FSA Policy. Such amounts shall be disbursed allocated by the Trust Administrator Trustee to Holders of the Class A-12 A-3 Certificates affected by such shortfalls in the same manner as distributions in reduction of the principal balance of and interest on the payments are to be allocated with respect to such Certificates of such Class are made under pursuant to Section 4.01(f)4.01. It shall not be necessary for such payments of the Class A-12 Distribution Deficiency to be made by checks or wire transfers separate separated from the check checks or wire transfer transfers used to pay distributions in reduction of make regular payments hereunder with funds withdrawn from the principal balance of and interest Certificate Account. However, any payments made on the Class A-12 A-3 Certificates with funds available to make such distributions. However, the amount of any distribution to be paid from funds transferred from in the Policy Payments FSA Account shall be noted as provided in subsection (ch) below and in the statement to be furnished to Holders of the Class A-12 Certificates and Financial Security pursuant to Section 4.04below. Funds held in the Policy Payments FSA Account shall not be invested by the Trustee. (g) Any funds received from FSA for deposit into the FSA Account pursuant to the FSA Policy in respect of a Distribution Date or otherwise as a result of any claim under the FSA Policy shall be applied by the Trustee directly to the payment in full (i) of the Guaranteed Distributions due on such Distribution Date on the Class A-3 Certificates, or (ii) of other amounts payable under the FSA Policy. Funds received by the Trustee as a result of any claim under the FSA Policy shall be used solely for payment to the Holders of the Class A-3 Certificates and may not be applied for any other purpose, including, without limitation, satisfaction of any costs, expenses or liabilities of the Trustee, any Servicer or the Trust AdministratorFund. Any funds (other than funds deposited therein in respect of a Preference Amount payable under the FSA Policy) remaining in the FSA Account on the first Business Day after each Distribution Date shall be remitted promptly to FSA pursuant to the written instruction of FSA.

Policy Matters. (a) IfAs soon as possible, and in no event later than 11:00 a.m., New York time, on the second Business Day before immediately preceding each Distribution Date, the Trustee shall determine the amount of funds available for such Distribution Date minus the amount of any FSA Premium and any fee to paid to the Trustee on such Distribution Date (b) If for any Distribution Date, the Trust Administrator Trustee determines that there the funds that will be a available for such Distribution Date distributable to the Holders of the Class A-12 Distribution Deficiency for A-1, Class A-2, Class A-3 or Class A-F Certificates pursuant to Section 4.01 will be insufficient to pay the related Guaranteed Distributions on such Distribution Date, the Trust Administrator Trustee shall determine the amount of any such Class A-12 Distribution Deficiency deficiency and shall give notice to Financial Security FSA and the Fiscal Agent (as defined in the FSA Policy), if any, by telephone or telecopy of the amount of such deficiency deficiency, confirmed in writing by notice substantially in the Notice form of Nonpayment Exhibit A to the FSA Policy by 12:00 noon, New York City time time, on such second Business Day. The Trustee's responsibility for delivering the notice to FSA, as provided in the preceding sentence is limited to the availability, timeliness and accuracy of the information provided by each Servicer. The Notice shall constitute a claim for payment pursuant to the FSA Policy. (bc) The Trustee shall receive as attorney-in-fact of each Holder of a Class A-1, Class A-2, Class A-3 or Class A-F Certificate, any Guaranteed Distributions from FSA and disburse the same to each Holder of a Class A-1, Class A-2, Class A-3 or Class A-F Certificate in accordance with the provisions of this Article IV. Guaranteed Distributions disbursed by the Trustee from proceeds of the FSA Policy shall not be considered payment by the Trust nor shall such payments discharge the obligation of the Trust with respect to such Class A-1, Class A-2, Class A-3 or Class A- 01. The Trustee hereby agrees on behalf of each Holder of a Class A-1, Class A-2, Class A-3 or Class A-F Certificate for the benefit of FSA that it and they recognize that to the extent that FSA makes Guaranteed Distributions, either directly or indirectly (as by paying through the Trustee), to the Class A-1, Class A-2, Class A-3 or Class A-F Certificateholders, FSA will be entitled to receive the FSA Reimbursement Amount pursuant to Section 4.01. (d) It is understood and agreed that the intention of the parties is that FSA shall not be entitled to reimbursement on any Distribution Date for amounts previously paid by it unless on such Distribution Date the Holders of the Class A-1, Class A-2, Class A-3 or Class A-F Certificates shall also have received the full amount of the Guaranteed Distributions for such Distribution Date. (e) In the event the Trustee receives a certified copy of an order of the appropriate court that any payment of principal or interest on a Class A-1, Class A-2, Class A-3 or Class A-F Certificate has been voided xx xxxxx xx xn part as a preference payment under applicable bankruptcy law, the Trustee shall (i) promptly notify FSA and the Fiscal Agent, if any, and (ii) comply with the provisions of the FSA Policy to obtain payment by FSA of such voided payment. In addition, the Trustee shall mail notice to all Holders of the Class A-1, Class A-2, Class A-3 and Class A-F 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 FSA Policy a copy of which shall be made available to such Holders by the Trustee. The Trustee shall furnish to FSA and the Fiscal Agent, if any, its records listing the payments on the affected Class A-1, Class A-2, Class A-3 and Class A-F Certificates, if any, that xxxx xxxx xxxe by the Trustee and subsequently recovered from the affected Holders, and the dates on which such payments were made by the Trustee. (f) At the time of the execution hereof, and delivery of this Agreementfor the purposes hereof, the Trust Administrator Trustee shall establish a separate special purpose trust account in the name of the Trust Administrator Trustee for the benefit of Holders of the Class A-12 A-1, Class A-2, Class A-3 and Class A-F Certificates referred to herein as (the "Policy Payments FSA Account" ") over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator FSA Account shall be an Eligible Account. The Trustee shall deposit any amounts amount paid under the FSA Policy into the Policy Payments FSA Account and distribute such amounts amount only for the purposes of payment making the payments to Holders of the Class A-12 A-1, Class A-2, Class A-3 and Class A-F Certificates in respect of the Class A-12 Distribution Deficiency Guaranteed Distributions for which a the related claim was made and such amounts may not be applied to satisfy any costs, expenses or liabilities of the Trust Administrator or the Trust Estate. Amounts paid under the Policy FSA Policy. Such amounts shall be disbursed allocated by the Trust Administrator Trustee to Holders of the Class A-12 A-1, Class A-2, Class A-3 and Class A-F Certificates affected by such shortfalls in the same manner as distributions in reduction of the principal balance of and interest on the payments are to be allocated with respect to such Certificates of such Class are made under pursuant to Section 4.01(f)4.01. It shall not be necessary for such payments of the Class A-12 Distribution Deficiency to be made by checks or wire transfers separate separated from the check checks or wire transfer transfers used to pay distributions in reduction of make regular payments hereunder with funds withdrawn from the principal balance of and interest Certificate Account. However, any payments made on the Class A-12 A-1, Class A-2, Class A-3 and Class A-F Certificates with funds available to make such distributions. However, the amount of any distribution to be paid from funds transferred from the Policy Payments Account in xxx XXX Xxxxxnt shall be noted as provided in subsection (ch) below and in the statement to be furnished to Holders of the Class A-12 Certificates and Financial Security pursuant to Section 4.04below. Funds held in the Policy Payments FSA Account shall not be invested by the Trustee. (g) Any funds received from FSA for deposit into the FSA Account pursuant to the FSA Policy in respect of a Distribution Date or otherwise as a result of any claim under the FSA Policy shall be applied by the Trustee directly to the payment in full (i) of the Guaranteed Distributions due on such Distribution Date on the Class A-1, Class A-2, Class A-3 and Class A-F Certificates, or (ii) of other amounts payable under the FSA Policy. Funds received by the Trustee as a result of any claim under the FSA Policy shall be used solely for payment to the Holders of the Class A-1, Class A-2, Class A-3 and Class A-F Certificates and may not be applied for any other purpose, including, without limitation, satisfaction of any costs, expenses or liabilities of the Trustee, any Servicer or the Trust AdministratorFund. Any funds (other than funds deposited therein in respect of a Preference Amount payable under the FSA Policy) remaining in the FSA Account on the first Business Day after each Distribution Date shall be remitted promptly to FSA pursuant to the written instruction of FSA. (h) The Trustee shall keep complete and accurate records in respect of (i) all funds remitted to it by FSA and deposited into the FSA Account and (ii) the allocation of such funds to payments of interest on and principal in respect of any Class A-1, Class A-2, Class A-3 or Class A-F Certificates. FSA shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days' prior notice to the Trustee. (i) The Trustee acknowledges, and each Holder of a Class A-1, Class A-2, Class A-3 or Class A-F Certificate by its acceptance of the Class A-1, Class A-2, Class A-3 or Class A-F Certificate agrees, that, without the need for any further action on the part of FSA or the Trustee, to the extent FSA makes payments, directly or indirectly, on account of principal of or interest on any Class A-1, Class A-2, Class A-3 or Class A-F Certificates, FSA will be fxxxx xxxxxxxxxd to the rights of the Holders of such Class A-1, Class A-2, Class A-3 or Class A-F Certificates to receive such principal and interest from the Trust Fund. The Holders of the Class A-1, Class A-2, Class A-3 or Class A-F Certificates, by acceptance of the Class A-1, Class A-2, Class A-3 or Class A-F Certificates, assign their rights as Holders of the Class A-1, Class A-2, Class A-3 or Class A-F Certificates to the extent of FSA's interest with respect to amounts paid under the Certificate Insurance Policy. Anything herein to the contrary notwithstanding, solely for purposes of determining FSA's rights, as applicable, as subrogee for payments distributable pursuant to Section 4.01, any payment with respect to distributions to the Class A-1, Class A-2, Class A-3 or Class A-F Certificates which is made with funds received pursuant to the terms of the FSA Policy, shall not be considered payment of the Class A-1, Class A-2, Class A-3 or Class A-F Certificates from the Trust Fund and shall not result in the distribution or the provision for the distribution in reduction of the Class Principal Balance of the Class A-1, Class A-2, Class A-3 or Class A-F Certificates except to the extent such payment has been reimbursed to FSA pursuant to the terms hereof. (j) Upon a Responsible Officer of the Trustee becoming aware of the occurrence of an Event of Default, the Trustee shall promptly notify FSA of such Event of Default. (k) The Trustee shall promptly notify FSA of either of the following as to which a Responsible Officer of the Trustee has actual knowledge: (A) the commencement of any proceeding by or against the Depositor commenced under the United States bankruptcy code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an "Insolvency Proceeding") and (B) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a "Preference Claim") of any distribution made with respect to the Class A-1, Class A-2, Class A-3 or Class A-F Certificates as to which it has actual knowledge. Each Holder of a Class A-1, Class A-2, Class A-3 or Class A-F Certificate, by its purchase of Class A-1, Class A-2, Class A-3 or Class A-F Certificates, and the Trustee hereby agrees that FSA (so long as no FSA Default exists) may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedes or performance bond pending any such appeal. In addition and without limitation of the foregoing, FSA shall be subrogated to the rights of the Trustee and each Holder of a Class A-1, Class A-2, Class A-3 or Class A-F Certificate in the conduct of any Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim. (l) Each Servicer shall designate at least one FSA Contact Person who shall be available to FSA to provide reasonable access to information regarding the Mortgage Loans. The initial FSA Contact Persons are the Servicing Officers. (m) The Trustee shall surrender the FSA Policy to FSA for cancellation upon the reduction of the Class Principal Balance of the Class A-1, Class A-2, Class A-3 and Class A-F Certificates to zero. (n) The Trustee shall send to FSA the reports prepared pursuant to Sections 3.17 and 3.18 and the statements prepared pursuant to Section 4.04, as well as any other statements or communications sent to Holders of the Class A-1, Class A-2, Class A-3 or Class A-F Certificates, in each case at the same time such reports, statements and communications are otherwise sent. (o) For so long as there is no continuing default by FSA under its obligations under the FSA Policy (an "FSA Default"), each Holder of a Class A-1, Class A-2, Class A-3 or Class A-F Certificate agrees that FSA shall be treated by the Depositor, each Seller, each Servicer and the Trustee as if FSA were the Holder of all of the Class A-1, Class A-2, Class A-3 and Class A-F 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 Class A-1, Class A-2, Class A-3 and Class A-F Certificates hereunder and the holders of the Class A-1, Class A-2, Class A-3 and Class A-F Certificates shall only exercise such rights with the prior written consent of FSA. (p) With respect to this Section 4.07, (i) the terms "Receipt" and "Received" shall mean actual delivery to FSA and its Fiscal Agent, 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 Receipt on the next succeeding Business Day and (ii) "Business Day" means any day other than (A) a Saturday or Sunday or (B) a day on which FSA or banking institutions in the City of New York, New York, or the city in which the Corporate Trust Office of the Trustee is located, are authorized or obligated by law or executive order to be closed. If any notice or certificate given under the FSA Policy by the Trustee is not in proper form or is not properly completed, executed or delivered, it shall be deemed not to have been Received. FSA or its Fiscal Agent, if any, shall promptly so advise the Trustee and the Trustee may submit an amended notice.

Policy Matters. (a) If, If on the second third Business Day before any Distribution Date, Date the Trust Administrator Trustee determines that there will be a Class A-12 Distribution Deficiency Amount for such Distribution Date, the Trust Administrator Trustee shall determine the amount of such Class A-12 Distribution Deficiency Amount and shall give notice to Financial Security Assured Guaranty by telephone or telecopy of the amount of such deficiency confirmed in writing by the Notice of Nonpayment by 12:00 noon, New York City time on such second third Business Day. (b) At the time of the execution and delivery of this Agreement, the Trust Administrator Trustee shall establish a separate special purpose trust account in the name of the Trust Administrator Trustee for the benefit of Holders of the Class A-12 A-1 Certificates referred to herein as the "Policy Payments Payment Account" over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Trustee shall deposit any amounts paid under the Policy into the Policy Payments Payment Account and distribute such amounts only for purposes of payment to Holders of the Class A-12 A-1 Certificates of the Class A-12 Distribution Deficiency Insured Amount for which a claim was made and such amounts may not be applied to satisfy any costs, expenses or liabilities of the Trust Administrator Trustee or the Trust Estate. Amounts paid under the Policy shall be disbursed by the Trust Administrator Trustee to Holders of the Class A-12 A-1 Certificates in the same manner as distributions in reduction of the principal balance of and interest on the Certificates of such Class are made under Section 4.01(f)5.02. It shall not be necessary for such payments of the Class A-12 Distribution Deficiency Insured Amount to be made by checks or wire transfers separate from the check or wire transfer used to pay distributions in reduction of the principal balance of and interest on the Class A-12 A-1 Certificates with funds available to make such distributions. However, the amount of any distribution to be paid from funds transferred from the Policy Payments Payment Account shall be noted as provided in (c) below and in the statement to be furnished to Holders of the Class A-12 A-1 Certificates and Financial Security Assured Guaranty pursuant to Section 4.045.04. Funds held in the Policy Payments Payment Account shall not be invested by the 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 Trustee as a result of the claim under the Policy to the extent necessary to make distributions on the Class A-1 Certificates equal to the Deficiency Amount on such Distribution Date shall be withdrawn from the Policy Payment Account and applied by the Trustee to the payment in full of the Deficiency Amount. Any funds deposited into the Policy Payment Account in respect of the Class A-1 Certificates that are remaining therein on the first Business Day following a Distribution Date after the Deficiency Amount has been made to the Certificateholders shall be remitted in immediately available funds to Assured Guaranty, pursuant to the instructions of Assured Guaranty, by the end of such Business Day. (c) The Trustee shall keep a complete and accurate record of the Class A-1 Interest Loss Amount and the Class A-1 Principal Loss Amount paid from moneys received under the Policy. Assured Guaranty shall have the right to inspect such records at reasonable times upon one Business Day's 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 distributions in reduction of the principal balance of or interest on a Class A-1 Certificate has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall so notify Assured Guaranty and shall comply with the provisions of the Policy to obtain payment by Assured Guaranty of such avoided distribution, and shall, at the time it provides notice to Assured Guaranty, notify, by mail to Holders of the Certificates that, in the event that any Holder's distribution 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 by the Trustee and the Trustee shall furnish to Assured Guaranty its records evidencing the distributions in reduction of the principal balance of and interest on the Class A-1 Certificates, if any, which have been made by the Trustee and subsequently recovered from Holders, and the dates on which such distributions were made. Such payment under the Policy shall be disbursed to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order and not to the Trustee or any Class A-1 Certificateholder directly (unless such Certificateholder has previously paid such amount to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order, in which case such payment shall be disbursed to the Trustee for distribution to such Certificateholder upon proof of such payment reasonably satisfactory to Assured Guaranty). (e) The Trustee shall promptly notify Assured Guaranty of any proceeding or the institution of any action seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership or similar law (a "Preference Claim") of any distribution made with respect to the Class A-1 Certificates as to which it has actual knowledge. Each Holder of a Class A-1 Certificate, by its purchase of such Certificates and the Trustee hereby agree that Assured Guaranty (so long as no Assured Guaranty Default exists) may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, Assured Guaranty shall be subrogated to the rights of the Trustee and each Holder in the conduct of any Preference Claim, including, without limitation, all rights of any party to an adversary proceeding or action with respect to any court order issued in connection with any such Preference Claim. (f) The Trustee acknowledges, and each Holder of a Class A-1 Certificate by its acceptance of such Certificate agrees, that without the need for any further action on the part of Assured Guaranty or the Trustee, to the extent that Assured Guaranty makes payments directly or indirectly on account of principal or interest on any Class A-1 Certificate, Assured Guaranty shall be fully subrogated to all of the rights of such Certificateholders with respect to any and all amounts paid under the Policy. The Class A-1 Certificateholders by acceptance of such Certificates assign their rights as Holders of such Certificates to Assured Guaranty to the extent of Assured Guaranty's interest with respect to amounts paid under the Policy. Anything herein to the contrary notwithstanding, solely for purposes of determining Assured Guaranty's rights, as applicable, as subrogee for payments distributable pursuant to Section 5.02, any payment with respect to distributions to the Class A-1 Certificates which is made with funds received pursuant to the terms of the Policy, shall not be considered payment of the Class A-1 Certificates from the Trust AdministratorEstate and shall not result in the distribution or the provision for the distribution in reduction of the Class Certificate Balance of the Class A-1 Certificates except to the extent such payment has been reimbursed to Assured Guaranty pursuant to the terms hereof. (g) The Servicer shall designate an Assured Guaranty Contact Person who shall be available to Assured Guaranty to provide reasonable access to information regarding the Mortgage Loans. The initial Assured Guaranty Contact Person is Judy Lowman. (h) The Trustee shall surrender the Policy to Xxxxxxx Xxaranty for cancellation upon reduction of the Class Certificate Balance of the Class A-1 Certificates to zero. (i) All references herein to the ratings assigned to the Certificates and to the interests of any Certificateholders shall be without regard to the Policy. (j) For so long as there is no continuing default by Assured Guaranty under its obligations under the Policy, each Holder of a Class A-1 Certificate agrees that Assured Guaranty shall be entitled to exercise the voting, consent, directing and other control rights of the Holders of the Class A-1 Certificates without consent of such Holders and the Holders of the Class A-1 Certificates shall only exercise such rights with the prior written consent of Assured Guaranty.

Policy Matters. (a) If, on the second Business Day before any Distribution Date, the Trust Administrator Trustee determines that there will be a Class A-12 A-3 Distribution Deficiency for such Distribution Date, the Trust Administrator Trustee shall determine the amount of such Class A-12 A-3 Distribution Deficiency and shall give notice to Financial Security Ambac by telephone or telecopy of the amount of such deficiency confirmed in writing by the Notice of Nonpayment by 12:00 noon, New York City time on such second Business Day. (b) At the time of the execution and delivery of this Agreement, the Trust Administrator Trustee shall establish a separate special purpose trust account in the name of the Trust Administrator Trustee for the benefit of Holders of the Class A-12 A-3 Certificates 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 amounts paid under the Policy into the Policy Payments Account and distribute such amounts only for purposes of payment to Holders of the Class A-12 A-3 Certificates of the Class A-12 A-3 Distribution Deficiency for which a claim was made and such amounts may not be applied to satisfy any costs, expenses or liabilities of the Trust Administrator Trustee or the Trust Estate. Amounts paid under the Policy shall be disbursed by the Trust Administrator Trustee to Holders of the Class A-12 A-3 Certificates in the same manner as distributions in reduction of the principal balance of and interest on the Certificates of such Class are made under Section 4.01(f). It shall not be necessary for such payments of the Class A-12 A-3 Distribution Deficiency to be made by checks or wire transfers separate from the check or wire transfer used to pay distributions in reduction of the principal balance of and interest on the Class A-12 A-3 Certificates with funds available to make such distributions. However, the amount of any distribution to be paid from funds transferred from the Policy Payments Account shall be noted as provided in (c) below and in the statement to be furnished to Holders of the Class A-12 A-3 Certificates and Financial Security Ambac pursuant to Section 4.04. Funds held in the Policy Payments Account shall not be invested by the Trust AdministratorTrustee.

Policy Matters. (a) If, on the second Business Day before any Distribution Date, the Trust Administrator Trustee determines that there will be a Class A-12 Distribution Deficiency Amount for such Distribution Date, the Trust Administrator Trustee shall determine the amount of such Class A-12 Distribution Deficiency Amount and shall give notice to Financial Security MBIA by telephone or telecopy of the amount of such deficiency confirmed in writing by the Notice of Nonpayment by 12:00 noon, New York City time on such second Business Day. (b) At the time of the execution and delivery of this Agreement, the Trust Administrator Trustee shall establish a separate special purpose trust account in the name of the Trust Administrator Trustee for the benefit of Holders of the Class A-12 4-A-4 Certificates referred to herein as the "Policy Payments Payment Account" over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Trustee shall deposit any amounts paid under the Policy into the Policy Payments Payment Account and distribute such amounts only for purposes of payment to Holders of the Class A-12 4-A-4 Certificates of the Class A-12 Distribution Deficiency Insured Payment for which a claim was made and such amounts may not be applied to satisfy any costs, expenses or liabilities of the Trust Administrator Trustee or the Trust Estate. Amounts paid under the Policy shall be disbursed by the Trust Administrator Trustee to Holders of the Class A-12 4-A-4 Certificates in the same manner as distributions in reduction of the principal balance of and interest on the Certificates of such Class are made under Section 4.01(f)4.02. It shall not be necessary for such payments of the Class A-12 Distribution Deficiency Insured Payment to be made by checks or wire transfers separate from the check or wire transfer used to pay distributions in reduction of the principal balance of and interest on the Class A-12 4-A-4 Certificates with funds available to make such distributions. However, the amount of any distribution to be paid from funds transferred from the Policy Payments Payment Account shall be noted as provided in (c) below and in the statement to be furnished to Holders of the Class A-12 4-A-4 Certificates and Financial Security MBIA pursuant to Section 4.04. Funds held in the Policy Payments Payment Account shall not be invested by the 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 Trustee as a result of the claim under the Policy to the extent necessary to make distributions on the Class 4-A-4 Certificates equal to the Deficiency Amount on such Distribution Date shall be withdrawn from the Policy Payment Account and applied by the Trustee to the payment in full of the Deficiency Amount. Any funds deposited into the Policy Payment Account in respect of the Class 4-A-4 Certificates that are remaining therein on the first Business Day following a Distribution Date after the Deficiency Amount has been made to the Certificateholders of such Class shall be remitted in immediately available funds to MBIA, pursuant to the instructions of MBIA, by the end of such Business Day. (c) The Trustee shall keep a complete and accurate record of the Class 4-A-4 Interest Loss Amount, the Class 4-A-4 Principal Loss Amount and any Prepayment Interest Shortfall allocated to the Class 4-A-4 Certificates once the Reserve Fund has been depleted, paid from moneys received under the Policy. MBIA shall have the right to inspect such records at reasonable times upon one Business Day's 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 distributions in reduction of the principal balance of or interest on a Class 4-A-4 Certificate has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall so notify MBIA and shall comply with the provisions of the Policy to obtain payment by MBIA of such avoided distribution, and shall, at the time it provides notice to MBIA, notify, by mail to Holders of the Certificates of such Class that, in the event that any Holder's distribution 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 by the Trustee and the Trustee shall furnish to MBIA its records evidencing the distributions in reduction of the principal balance of and interest (including any Prepayment Interest Shortfall described in Section 4.08(c)) on the Class 4-A-4 Certificates, if any, which have been made by the Trustee and subsequently recovered from Holders, and the dates on which such distributions were made. Such payment under the Policy shall be disbursed to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order and not to the Trustee or any Class 4-A-4 Certificateholder directly (unless such Certificateholder has previously paid such amount to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order, in which case such payment shall be disbursed to the Trustee for distribution to such Certificateholder upon proof of such payment reasonably satisfactory to MBIA). (e) The Trustee shall promptly notify MBIA of any proceeding or the institution of any action seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership or similar law (a "Preference Claim") of any distribution made with respect to the Class 4-A-4 Certificates as to which it has actual knowledge. Each Holder of a Class 4-A-4 Certificate, by its purchase of such Certificates and the Trustee hereby agree that MBIA (so long as no MBIA Default exists) may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, MBIA shall be subrogated to the rights of the Trustee and each Holder in the conduct of any Preference Claim, including, without limitation, all rights of any party to an adversary proceeding or action with respect to any court order issued in connection with any such Preference Claim. (f) The Trustee acknowledges, and each Holder of a Class 4-A-4 Certificate by its acceptance of such Certificate agrees, that without the need for any further action on the part of MBIA or the Trustee, to the extent that MBIA makes payments directly or indirectly on account of principal or interest on any Class 4-A-4 Certificate, MBIA shall be fully subrogated to all of the rights of such Certificateholders with respect to any and all amounts paid under the Policy. The Class 4-A-4 Certificateholders by acceptance of such Certificates assign their rights as Holders of such Certificates to MBIA to the extent of MBIA's interest with respect to amounts paid under the Policy. Anything herein to the contrary notwithstanding, solely for purposes of determining MBIA's rights, as applicable, as subrogee for payments distributable pursuant to Section 4.02, any payment with respect to distributions to the Class 4-A-4 Certificates which is made with funds received pursuant to the terms of the Policy, shall not be considered payment of the Class 4-A-4 Certificates from the Trust AdministratorFund and shall not result in the distribution or the provision for the distribution in reduction of the Class Principal Balance of the Class 4-A-4 Certificates except to the extent such payment has been reimbursed to MBIA pursuant to the terms hereof. (g) The Master Servicer shall designate an MBIA Contact Person who shall be available to MBIA to provide reasonable access to information regarding the Mortgage Loans. The initial MBIA Contact Person is the Master Servicer's client manager with respect to Mortgage Asset Securitization Transactions, Inc. Mortgage Pass-Through Certificates Series 2002-6, who can be contacted at (410) 884-2000. (h) The Trustee shall surrender the Policy to MBIA for cancellation upon reduction of the Certificate Principal Balance of the Class 4-A-4 Certificates to zero. (i) All references herein to the ratings assigned to the Certificates and to the interests of any Certificateholders shall be without regard to the Policy. (j) For so long as there is no continuing default by MBIA under its obligations under the Policy, each Holder of a Class 4-A-4 Certificate agrees that MBIA shall be entitled to exercise the voting, consent, directing and other control rights of the Holders of the Class 4-A-4 Certificates without consent of such Holders and the Holders of the Class 4-A-4 Certificates shall only exercise such rights with the prior written consent of MBIA.

Policy Matters. (a) If, If on the second third Business Day before any Distribution Date, Date the Trust Administrator Trustee determines that there will be a Class A-12 Distribution Deficiency Amount for such Distribution Date, the Trust Administrator Trustee shall determine the amount of such Class A-12 Distribution Deficiency Amount and shall give notice to Financial Security Assured Guaranty by telephone or telecopy of the amount of such deficiency confirmed in writing by the Notice of Nonpayment by 12:00 noon, New York City time on such second third Business Day. (b) At the time of the execution and delivery of this Agreement, the Trust Administrator Trustee shall establish a separate special purpose trust account in the name of the Trust Administrator Trustee for the benefit of Holders of the Class A-12 1-A-2 Certificates referred to herein as the "Policy Payments Payment Account" over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Trustee shall deposit any amounts paid under the Policy into the Policy Payments Payment Account and distribute such amounts only for purposes of payment to Holders of the Class A-12 1-A-2 Certificates of the Class A-12 Distribution Deficiency Insured Payment for which a claim was made and such amounts may not be applied to satisfy any costs, expenses or liabilities of the Trust Administrator Trustee or the Trust Estate. Amounts paid under the Policy shall be disbursed by the Trust Administrator Trustee to Holders of the Class A-12 1-A-2 Certificates in the same manner as distributions in reduction of the principal balance of and interest on the Certificates of such Class are made under Section 4.01(f)5.02. It shall not be necessary for such payments of the Class A-12 Distribution Deficiency Insured Payment to be made by checks or wire transfers separate from the check or wire transfer used to pay distributions in reduction of the principal balance of and interest on the Class A-12 1-A-2 Certificates with funds available to make such distributions. However, the amount of any distribution to be paid from funds transferred from the Policy Payments Payment Account shall be noted as provided in (c) below and in the statement to be furnished to Holders of the Class A-12 1-A-2 Certificates and Financial Security Assured Guaranty pursuant to Section 4.045.04. Funds held in the Policy Payments Payment Account shall not be invested by the 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 Trustee as a result of the claim under the Policy to the extent necessary to make distributions on the Class 1-A-2 Certificates equal to the Deficiency Amount on such Distribution Date shall be withdrawn from the Policy Payment Account and applied by the Trustee to the payment in full of the Deficiency Amount. Any funds deposited into the Policy Payment Account in respect of the Class 1-A-2 Certificates that are remaining therein on the first Business Day following a Distribution Date after the Deficiency Amount has been made to the Certificateholders shall be remitted in immediately available funds to Assured Guaranty, pursuant to the instructions of Assured Guaranty, by the end of such Business Day. (c) The Trustee shall keep a complete and accurate record of the Class 1-A-2 Interest Loss Amount and the Class 1-A-2 Principal Loss Amount paid from moneys received under the Policy. Assured Guaranty shall have the right to inspect such records at reasonable times upon one Business Day's 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 distributions in reduction of the principal balance of or interest on a Class 1-A-2 Certificate has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall so notify Assured Guaranty and shall comply with the provisions of the Policy to obtain payment by Assured Guaranty of such avoided distribution, and shall, at the time it provides notice to Assured Guaranty, notify, by mail to Holders of the Certificates that, in the event that any Holder's distribution 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 by the Trustee and the Trustee shall furnish to Assured Guaranty its records evidencing the distributions in reduction of the principal balance of and interest on the Class 1-A-2 Certificates, if any, which have been made by the Trustee and subsequently recovered from Holders, and the dates on which such distributions were made. Such payment under the Policy shall be disbursed to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order and not to the Trustee or any Class 1-A-2 Certificateholder directly (unless such Certificateholder has previously paid such amount to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order, in which case such payment shall be disbursed to the Trustee for distribution to such Certificateholder upon proof of such payment reasonably satisfactory to Assured Guaranty). (e) The Trustee shall promptly notify Assured Guaranty of any proceeding or the institution of any action seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership or similar law (a "Preference Claim") of any distribution made with respect to the Class 1-A-2 Certificates as to which it has actual knowledge. Each Holder of a Class 1-A-2 Certificate, by its purchase of such Certificates and the Trustee hereby agree that Assured Guaranty (so long as no Assured Guaranty Default exists) may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, Assured Guaranty shall be subrogated to the rights of the Trustee and each Holder in the conduct of any Preference Claim, including, without limitation, all rights of any party to an adversary proceeding or action with respect to any court order issued in connection with any such Preference Claim. (f) The Trustee acknowledges, and each Holder of a Class 1-A-2 Certificate by its acceptance of such Certificate agrees, that without the need for any further action on the part of Assured Guaranty or the Trustee, to the extent that Assured Guaranty makes payments directly or indirectly on account of principal or interest on any Class 1-A-2 Certificate, Assured Guaranty shall be fully subrogated to all of the rights of such Certificateholders with respect to any and all amounts paid under the Policy. The Class 1-A-2 Certificateholders by acceptance of such Certificates assign their rights as Holders of such Certificates to Assured Guaranty to the extent of Assured Guaranty's interest with respect to amounts paid under the Policy. Anything herein to the contrary notwithstanding, solely for purposes of determining Assured Guaranty's rights, as applicable, as subrogee for payments distributable pursuant to Section 5.02, any payment with respect to distributions to the Class 1-A-2 Certificates which is made with funds received pursuant to the terms of the Policy, shall not be considered payment of the Class 1-A-2 Certificates from the Trust AdministratorEstate and shall not result in the distribution or the provision for the distribution in reduction of the Class Certificate Balance of the Class 1-A-2 Certificates except to the extent such payment has been reimbursed to Assured Guaranty pursuant to the terms hereof. (g) The Servicer shall designate an Assured Guaranty Contact Person who shall be available to Assured Guaranty to provide reasonable access to information regarding the Mortgage Loans. The initial Assured Guaranty Contact Person is Judy Lowman. (h) The Trustee shall surrender the Policy to Xxxxxxx Xxaranty for cancellation upon reduction of the Class Certificate Balance of the Class 1-A-2 Certificates to zero. (i) All references herein to the ratings assigned to the Certificates and to the interests of any Certificateholders shall be without regard to the Policy. (j) For so long as there is no continuing default by Assured Guaranty under its obligations under the Policy, each Holder of a Class 1-A-2 Certificate agrees that Assured Guaranty shall be entitled to exercise the voting, consent, directing and other control rights of the Holders of the Class 1-A-2 Certificates without consent of such Holders and the Holders of the Class 1-A-2 Certificates shall only exercise such rights with the prior written consent of Assured Guaranty.

Policy Matters. (a) IfAs soon as possible, and in no event later than 11:00 a.m., New York time, on the second Business Day before immediately preceding each Distribution Date, the Trustee shall determine the amount of funds available for such Distribution Date minus the amount of any CIFG Premium, any Aggregate Strip Amount and any fee to paid to the Trustee on such Distribution Date. (b) If for any Distribution Date, the Trust Administrator Trustee determines that there the funds that will be a available for such Distribution Date distributable to the Holders of the Class A-12 Distribution Deficiency for A2D Certificates pursuant to Section 4.01 will be insufficient to pay the related Regular Payments on such Distribution Date, the Trust Administrator Trustee shall determine the amount of any such Class A-12 Distribution Deficiency deficiency and shall give notice to Financial Security CIFG and the Fiscal Agent (as defined in the Class A2D Policy), if any, by telephone or telecopy of the amount of such deficiency deficiency, confirmed in writing by notice substantially in the Notice form of Nonpayment Exhibit A to the Class A2D Policy by 12:00 noon, New York City time time, on such second Business Day. The Trustee’s responsibility for delivering the notice to CIFG, as provided in the preceding sentence is limited to the availability, timeliness and accuracy of the information provided by the Servicer. The Notice shall constitute a claim for payment pursuant to the Class A2D Policy. (bc) The Trustee shall receive as attorney-in-fact of each Holder of a Class A2D Certificate, any Regular Payments from CIFG and disburse the same to each Holder of a Class A2D Certificate in accordance with the provisions of this Article IV. Regular Payments disbursed by the Trustee from proceeds of the Class A2D Policy shall not be considered payment by the Trust nor shall such payments discharge the obligation of the Trust with respect to such Class A2D Certificate, and CIFG shall become the owner of such unpaid amounts due from the Trust in respect of such Regular Payments as the deemed assignee of such Holder and shall be entitled to receive the CIFG Reimbursement Amount pursuant to Section 4.01. The Trustee hereby agrees on behalf of each Holder of a Class A2D Certificate for the benefit of CIFG that it and they recognize that to the extent that CIFG makes Regular Payments, either directly or indirectly (as by paying through the Servicer), to the Class A2D Certificateholders, CIFG will be entitled to receive the CIFG Reimbursement Amount pursuant to Section 4.01. (d) It is understood and agreed that the intention of the parties is that CIFG shall not be entitled to reimbursement on any Distribution Date for amounts previously paid by it unless on such Distribution Date the Holders of the Class A2D Certificates shall also have received the full amount of the Regular Payments for such Distribution Date. (e) In the event the Trustee receives a certified copy of an order of the appropriate court that any payment of principal or interest on a Class A2D Certificate has been voided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall (i) promptly notify CIFG and the Fiscal Agent, if any, and (ii) comply with the provisions of the Class A2D Policy to obtain payment by CIFG of such voided payment. In addition, the Trustee shall mail notice to all Holders of the Class A2D 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 Class A2D Policy a copy of which shall be made available to such Holders by the Trustee. The Trustee shall furnish to CIFG and the Fiscal Agent, if any, its records listing the payments on the affected Class A2D Certificates, if any, that have been made by the Trustee and subsequently recovered from the affected Holders, and the dates on which such payments were made by the Trustee. (f) At the time of the execution hereof, and delivery of this Agreementfor the purposes hereof, the Trust Administrator Trustee shall establish a separate special purpose trust account in the name of the Trust Administrator Trustee for the benefit of Holders of the Class A-12 A2D Certificates referred to herein as (the "Policy Payments “CIFG Account" ”) over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator CIFG Account shall be an Eligible Account. The Trustee shall deposit any amounts amount paid under the Class A2D Policy into the Policy Payments CIFG Account and distribute such amounts amount only for the purposes of payment making the payments to Holders of the Class A-12 A2D Certificates in respect of the Class A-12 Distribution Deficiency Regular Payments for which a the related claim was made and such amounts may not be applied to satisfy any costs, expenses or liabilities of the Trust Administrator or the Trust Estate. Amounts paid under the Policy Class A2D Policy. Such amounts shall be disbursed allocated by the Trust Administrator Trustee to Holders of the Class A-12 A2D Certificates affected by such shortfalls in the same manner as distributions in reduction of the principal balance of and interest on the payments are to be allocated with respect to such Certificates of such Class are made under pursuant to Section 4.01(f)4.01. It shall not be necessary for such payments of the Class A-12 Distribution Deficiency to be made by checks or wire transfers separate separated from the check checks or wire transfer transfers used to pay distributions in reduction of make regular payments hereunder with funds withdrawn from the principal balance of and interest Distribution Account. However, any payments made on the Class A-12 A2D Certificates with funds available to make such distributions. However, the amount of any distribution to be paid from funds transferred from in the Policy Payments CIFG Account shall be noted as provided in subsection (ch) below and in the statement to be furnished to Holders of the Class A-12 Certificates and Financial Security pursuant to Section 4.04below. Funds held in the Policy Payments CIFG Account shall not be invested by the Trustee. (g) Any funds received from CIFG for deposit into the CIFG Account pursuant to the Class A2D Policy in respect of a Distribution Date or otherwise as a result of any claim under the Class A2D Policy shall be applied by the Trustee directly to the payment in full (i) of the Regular Payments due on such Distribution Date on the Class A2D Certificates, or (ii) of other amounts payable under the Class A2D Policy. Funds received by the Trustee as a result of any claim under the Class A2D Policy shall be used solely for payment to the Holders of the Class A2D Certificates and may not be applied for any other purpose, including, without limitation, satisfaction of any costs, expenses or liabilities of the Trustee, the Servicer or the Trust AdministratorFund. Any funds (other than funds deposited therein in respect of a Preference Amount payable under the Class A2D Policy) remaining in the CIFG Account on the first Business Day after each Distribution Date shall be remitted promptly to CIFG pursuant to the written instruction of CIFG. (h) The Trustee shall keep complete and accurate records in respect of (i) all funds remitted to it by CIFG and deposited into the CIFG Account and (ii) the allocation of such funds to payments of interest on and principal in respect of any Class A2D Certificates. CIFG shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days’ prior notice to the Trustee.

Policy Matters. (a) If, If on the second third Business Day before any Distribution Date, Date the Trust Administrator Trustee determines that there will be a Class A-12 Distribution Deficiency Amount for such Distribution Date, the Trust Administrator Trustee shall determine the amount of such Class A-12 Distribution Deficiency Amount and shall give notice to Financial Security Assured Guaranty by telephone or telecopy of the amount of such deficiency confirmed in writing by the Notice of Nonpayment by 12:00 noon, New York City time on such second third Business Day. (b) At the time of the execution and delivery of this Agreement, the Trust Administrator Trustee shall establish a separate special purpose trust account in the name of the Trust Administrator Trustee for the benefit of Holders of the Class A-12 1-A-10 Certificates referred to herein as the "Policy Payments Payment Account" over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Trustee shall deposit any amounts paid under the Policy into the Policy Payments Payment Account and distribute such amounts only for purposes of payment to Holders of the Class A-12 1-A-10 Certificates of the Class A-12 Distribution Deficiency Insured Amount for which a claim was made and such amounts may not be applied to satisfy any costs, expenses or liabilities of the Trust Administrator Trustee or the Trust Estate. Amounts paid under the Policy shall be disbursed by the Trust Administrator Trustee to Holders of the Class A-12 1-A-10 Certificates in the same manner as distributions in reduction of the principal balance of and interest on the Certificates of such Class are made under Section 4.01(f)5.02. It shall not be necessary for such payments of the Class A-12 Distribution Deficiency Insured Amount to be made by checks or wire transfers separate from the check or wire transfer used to pay distributions in reduction of the principal balance of and interest on the Class A-12 1-A-10 Certificates with funds available to make such distributions. However, the amount of any distribution to be paid from funds transferred from the Policy Payments Payment Account shall be noted as provided in (c) below and in the statement to be furnished to Holders of the Class A-12 1-A-10 Certificates and Financial Security Assured Guaranty pursuant to Section 4.045.04. Funds held in the Policy Payments Payment Account shall not be invested by the 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 Trustee as a result of the claim under the Policy to the extent necessary to make distributions on the Class 1-A-10 Certificates equal to the Deficiency Amount on such Distribution Date shall be withdrawn from the Policy Payment Account and applied by the Trustee to the payment in full of the Deficiency Amount. Any funds deposited into the Policy Payment Account in respect of the Class 1-A-10 Certificates that are remaining therein on the first Business Day following a Distribution Date after the Deficiency Amount has been made to the Certificateholders shall be remitted in immediately available funds to Assured Guaranty, pursuant to the instructions of Assured Guaranty, by the end of such Business Day. (c) The Trustee shall keep a complete and accurate record of the Class 1-A-10 Interest Loss Amount and the Class 1-A-10 Principal Loss Amount paid from moneys received under the Policy. Assured Guaranty shall have the right to inspect such records at reasonable times upon one Business Day's 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 distributions in reduction of the principal balance of or interest on a Class 1-A-10 Certificate has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall so notify Assured Guaranty and shall comply with the provisions of the Policy to obtain payment by Assured Guaranty of such avoided distribution, and shall, at the time it provides notice to Assured Guaranty, notify, by mail to Holders of the Certificates that, in the event that any Holder's distribution 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 by the Trustee and the Trustee shall furnish to Assured Guaranty its records evidencing the distributions in reduction of the principal balance of and interest on the Class 1-A-10 Certificates, if any, which have been made by the Trustee and subsequently recovered from Holders, and the dates on which such distributions were made. Such payment under the Policy shall be disbursed to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order and not to the Trustee or any Class 1-A-10 Certificateholder directly (unless such Certificateholder has previously paid such amount to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order, in which case such payment shall be disbursed to the Trustee for distribution to such Certificateholder upon proof of such payment reasonably satisfactory to Assured Guaranty). (e) The Trustee shall promptly notify Assured Guaranty of any proceeding or the institution of any action seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership or similar law (a "Preference Claim") of any distribution made with respect to the Class 1-A-10 Certificates as to which it has actual knowledge. Each Holder of a Class 1-A-10 Certificate, by its purchase of such Certificates and the Trustee hereby agree that Assured Guaranty (so long as no Assured Guaranty Default exists) may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, Assured Guaranty shall be subrogated to the rights of the Trustee and each Holder in the conduct of any Preference Claim, including, without limitation, all rights of any party to an adversary proceeding or action with respect to any court order issued in connection with any such Preference Claim. (f) The Trustee acknowledges, and each Holder of a Class 1-A-10 Certificate by its acceptance of such Certificate agrees, that without the need for any further action on the part of Assured Guaranty or the Trustee, to the extent that Assured Guaranty makes payments directly or indirectly on account of principal or interest on any Class 1-A-10 Certificate, Assured Guaranty shall be fully subrogated to all of the rights of such Certificateholders with respect to any and all amounts paid under the Policy. The Class 1-A-10 Certificateholders by acceptance of such Certificates assign their rights as Holders of such Certificates to Assured Guaranty to the extent of Assured Guaranty's interest with respect to amounts paid under the Policy. Anything herein to the contrary notwithstanding, solely for purposes of determining Assured Guaranty's rights, as applicable, as subrogee for payments distributable pursuant to Section 5.02, any payment with respect to distributions to the Class 1-A-10 Certificates which is made with funds received pursuant to the terms of the Policy, shall not be considered payment of the Class 1-A-10 Certificates from the Trust AdministratorEstate and shall not result in the distribution or the provision for the distribution in reduction of the Class Certificate Balance of the Class 1-A-10 Certificates except to the extent such payment has been reimbursed to Assured Guaranty pursuant to the terms hereof. (g) The Servicer shall designate an Assured Guaranty Contact Person who shall be available to Assured Guaranty to provide reasonable access to information regarding the Mortgage Loans. The initial Assured Guaranty Contact Person is Judy Lowman. (h) The Trustee shall surrender the Policy to Xxxxxxx Xxaranty for cancellation upon reduction of the Class Certificate Balance of the Class 1-A-10 Certificates to zero. (i) All references herein to the ratings assigned to the Certificates and to the interests of any Certificateholders shall be without regard to the Policy. (j) For so long as there is no continuing default by Assured Guaranty under its obligations under the Policy, each Holder of a Class 1-A-10 Certificate agrees that Assured Guaranty shall be entitled to exercise the voting, consent, directing and other control rights of the Holders of the Class 1-A-10 Certificates without consent of such Holders and the Holders of the Class 1-A-10 Certificates shall only exercise such rights with the prior written consent of Assured Guaranty.

Policy Matters. (a) If, on the second Business Day before any Distribution Date, the Trust Administrator Trustee determines that there the amount on deposit in the Certificate Account distributable to the Class A-4, Class A-11, Class A-12 or Class A-13 Certificateholders pursuant to Section 4.02 together with any amounts that may be distributable to the Class A-4, Class A-11, Class A-12 and the Class A-13 Certificateholders from the Class A-4, Class A-11, Class A-12 and the Class A-13 Reserve Fund, as appropriate, will be a Class A-12 Distribution Deficiency for insufficient to pay the Guaranteed Distributions on such Distribution Date, the Trust Administrator Trustee shall determine the amount of any such Class A-12 Distribution Deficiency deficiency and shall give notice to Financial Security and the appropriate Fiscal Agent (as defined in the appropriate Policy), if any, by telephone or telecopy of the amount of such deficiency deficiency, confirmed in writing by the Notice of Nonpayment Claim by 12:00 noon5:00 p.m., New York City time on such second Business Day. . The Trustee's responsibility for delivering the notice to Financial Security as provided in the preceding sentence is limited to the availability, timeliness and accuracy of the information provided by the Master Servicer. In the event the Trustee receives a certified copy of an order of the appropriate court that any scheduled payment of principal or interest on a Class A-4, Class A-11, Class A-12 or Class A-13 Certificate has been voided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall (bi) promptly notify Financial Security, as appropriate, and the appropriate Fiscal Agent, if any, and (ii) comply with the provisions of the Class A-4 Policy, the Class A-11 Policy, the Class A-12 Policy or the Class A-13 Policy, as appropriate, to obtain payment by Financial Security, as appropriate, of such voided scheduled payment. In addition, the Trustee shall mail notice to all Holders of the Class A-4, Class A-11, Class A-12 or Class A-13 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 Class A-4 Policy, the Class A-11 Policy, the Class A-12 Policy or the Class A-13 Policy, as appropriate, a copy of which shall be made available to such Holders by the Trustee. The Trustee shall furnish to Financial Security and the appropriate Fiscal Agent, if any, its records listing the payments on the affected Class A-4, Class A-11, Class A-12 or Class A-13 Certificates, if any, that have been made by the Trustee and subsequently recovered from the affected Holders, and the dates on which such payments were made by the Trustee. At the time of the execution hereof, and delivery of this Agreementfor the purposes hereof, the Trust Administrator Trustee shall establish a separate special purpose trust account in the name accounts on behalf of the Trust Administrator Trustee for the benefit of Holders of the Class A-4, Class A-11, Class A-12 or Class A-13 Certificates referred to herein as (the "Class A-4 Policy Payments Account", the "Class A-11 Policy Payments Account", the "Class A-12 Policy Payments Account" and the "Class A-13 Policy Payments Account", respectively) over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Policy Payments Accounts shall be Eligible Accounts. The Trustee shall deposit any amounts amount paid under the Class A-4 Policy, the Class A-11 Policy, the Class A-12 Policy or the Class A-13 Policy into the Class A-4 Policy Payments Account, the Class A-11 Policy Payments Account, the Class A-12 Policy Payments Account or the Class A-13 Policy Payments Account, as appropriate, and distribute such amounts amount only for the purposes of payment making the payments to Holders of the Class A-4, Class A-11, Class A-12 Certificates or Class A-13 Certificates, as appropriate, in respect of the Guaranteed Distributions (or other amounts payable pursuant to clause (b) above on the Class A-4, Class A-11, Class A-12 or Class A-13 Certificates, as appropriate, by Financial Security pursuant to the Class A-4 Policy, the Class A-11 Policy, the Class A-12 Distribution Deficiency Policy or the Class A-13 Policy, as appropriate) for which a the related claim was made and such amounts may not be applied to satisfy any costs, expenses or liabilities of the Trust Administrator or the Trust Estate. Amounts paid under the Policy respective Policy. Such amounts shall be disbursed allocated by the Trust Administrator Trustee to Holders of the Class A-4, Class A-11, Class A-12 Certificates or Class A-13 Certificates, as appropriate, affected by such shortfalls in the same manner as distributions in reduction of the principal balance of and interest on the payments are to be allocated with respect to such Certificates of such Class are made under pursuant to Section 4.01(f)4.02. It shall not be necessary for such payments of the Class A-12 Distribution Deficiency to be made by checks or wire transfers separate separated from the check checks or wire transfer transfers used to pay distributions in reduction of make regular payments hereunder with funds withdrawn from the principal balance of and interest Distribution Account. However, any payments made on the Class A-4, Class A-11, Class A-12 or Class A-13 Certificates with from funds available to make such distributions. Howeverin the Class A-4 Policy Payments Account, the amount of any distribution to be paid from funds transferred from Class A-11 Policy Payments Account, the Class A-12 Policy Payments Account or the Class A-13 Policy Payments Account, as appropriate, shall be noted as provided in subsection (ce) below and in the statement to be furnished to Holders of the Class A-12 Certificates and Financial Security pursuant to Section 4.04below. Funds held in the Policy Payments Account Accounts shall not be invested by the Trustee. Any funds received from Financial Security for deposit into the appropriate Policy Payments Account pursuant to the respective Policy in respect of a Distribution Date or otherwise as a result of any claim under such Policy shall be applied by the Trustee directly to the payment in full (i) of the Guaranteed Distributions due on such Distribution Date on the Class A-4, Class A-11, Class A-12 or Class A-13 Certificates, as appropriate, or (ii) of other amounts payable under the respective Policy. Funds received by the Trustee as a result of any claim under the Class A-4 Policy, the Class A-11 Policy, the Class A-12 Policy or the Class A-13 Policy shall be used solely for payment to the Holders of the Class A-4, Class A-11, Class A-12 or Class A-13 Certificates, respectively, and may not be applied for any other purpose, including, without limitation, satisfaction of any costs, expenses or liabilities of the Trustee, the Master Servicer or the Trust AdministratorFund. Any funds remaining in a Policy Payments Account on the first Business Day after each Distribution Date shall be remitted promptly to Financial Security pursuant to the written instruction of Financial Security. The Trustee shall keep complete and accurate records in respect of (i) all funds remitted to it by Financial Security and deposited into the appropriate Policy Payments Account and (ii) the allocation of such funds to (A) payments of interest on and principal in respect of any Class A- 4, Class A-11, Class A-12 or Clxxx A-13 Certificates, (B) Realized Losses allocated to the Class A-4, Class A-11, Class A-12 or Class A-13 Certificates and (C) Class A-4 Net Interest Shortfalls, Class A-11 Net Interest Shortfalls, Class A-12 Net Interest Shortfalls and Class A-13 Net Interest Shortfalls allocated to the Class A-4, Class A-11, Class A-12 and Class A-13 Certificates, respectively. Financial Security shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days' prior notice to the Trustee. The Trustee acknowledges, and each Holder of a Class A-4, Class A-11, Class A-12 or Class A-13 Certificate by its acceptance of the Class A-4, Class A-11, Class A-12 or Class A-13 Certificate agrees, that, without the need for any further action on the part of Financial Security or the Trustee, to the extent Financial Security makes payments, directly or indirectly, on account of principal of or interest on any Class A-4, Class A- 11, Class A-12 or Class A-13 Cexxxxxcates, as applicable, Financial Security will be fully subrogated to the rights of the Holders of such Class A-4, Class A-11, Class A-12 or Class A-13 Certificates to receive such principal and interest from the Trust Fund. The Class A-4, Class A-11, Class A-12 or Class A-13 Certificateholders, by acceptance of the Class A-4, Class A-11, Class A-12 or Class A-13 Certificates, assign their rights as Holders of the Class A-4, Class A-11, Class A-12 or Class A-13 Certificates to the extent of Financial Security's interest with respect to amounts paid under the Policies. Anything herein to the contrary notwithstanding, solely for purposes of determining Financial Security's rights, as subrogee for payments distributable pursuant to Section 4.02, any payment with respect to distributions to the Class A-4, Class A-11, Class A-12 or Class A-13 Certificates which is made with funds received pursuant to the terms of the Class A-4 Policy, the Class A-11 Policy, the Class A-12 Policy or the Class A-13 Policy, as appropriate, shall not be considered payment of the Class A- 4, Class A-11, Class A-12 or Clxxx A-13 Certificates, as appropriate, 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 Class A-4, Class A-11, Class A-12 or Class A-13 Certificates within the meaning of Article IV. Upon its becoming aware of the occurrence of an Event of Default, the Trustee shall promptly notify Financial Security of such Event of Default. The Trustee shall promptly notify Financial Security of either of the following as to which it has actual knowledge: (A) the commencement of any proceeding by or against the Depositor commenced under the United States bankruptcy code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an "Insolvency Proceeding") and (B) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a "Preference Claim") of any distribution made with respect to the Class A-4, Class A-11, Class A-12 or Class A-13 Certificates as to which it has actual knowledge. Each Holder of a Class A-4, Class A-11, Class A-12 or Class A-13 Certificate, by its purchase of Class A-4, Class A-11, Class A-12 or Class A-13 Certificates, and the Trustee hereby agrees that Financial Security (so long as no Financial Security Default exists) may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, Financial Security shall be subrogated to the rights of the Trustee and each Holder of a Class A-4, Class A-11, Class A-12 and Class A-13 Certificate in the conduct of any Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.

Policy Matters. (a) IfAs soon as possible, and in no event later than 11:00 a.m., New York time, on the second Business Day before immediately preceding each Distribution Date, the Trustee shall determine the amount of funds available for such Distribution Date minus the amount of any FSA Premium and any fee to paid to the Trustee on such Distribution Date (b) If for any Distribution Date, the Trust Administrator Trustee determines that there the funds that will be a available for such Distribution Date distributable to the Holders of the Class A-12 Distribution Deficiency for A-1 or Class A-3 Certificates pursuant to Section 4.01 will be insufficient to pay the related Guaranteed Distributions on such Distribution Date, the Trust Administrator Trustee shall determine the amount of any such Class A-12 Distribution Deficiency deficiency and shall give notice to Financial Security FSA and the Fiscal Agent (as defined in the FSA Policy), if any, by telephone or telecopy of the amount of such deficiency deficiency, confirmed in writing by notice substantially in the Notice form of Nonpayment Exhibit A to the FSA Policy by 12:00 noon, New York City time time, on such second Business Day. The Trustee’s responsibility for delivering the notice to FSA, as provided in the preceding sentence is limited to the availability, timeliness and accuracy of the information provided by the Servicer. The Notice shall constitute a claim for payment pursuant to the FSA Policy. (bc) The Trustee shall receive as attorney-in-fact of each Holder of a Class A-1 or Class A-3 Certificate, any Guaranteed Distributions from FSA and disburse the same to each Holder of a Class A-1 or Class A-3 Certificate in accordance with the provisions of this Article IV. Guaranteed Distributions disbursed by the Trustee from proceeds of the FSA Policy shall not be considered payment by the Trust nor shall such payments discharge the obligation of the Trust with respect to such Class A-1 or Class A-3 Certificate, and FSA shall become the owner of such unpaid amounts due from the Trust in respect of such Guaranteed Distributions as the deemed assignee of such Holder and shall be entitled to receive the FSA Reimbursement Amount pursuant to Section 4.01. The Trustee hereby agrees on behalf of each Holder of a Class A-1 or Class A-3 Certificate for the benefit of FSA that it and they recognize that to the extent that FSA makes Guaranteed Distributions, either directly or indirectly (as by paying through the Trustee), to the Class A-1 or Class A-3 Certificateholders, FSA will be entitled to receive the FSA Reimbursement Amount pursuant to Section 4.01. (d) It is understood and agreed that the intention of the parties is that FSA shall not be entitled to reimbursement on any Distribution Date for amounts previously paid by it unless on such Distribution Date the Holders of the Class A-1 and Class A-3 Certificates shall also have received the full amount of the Guaranteed Distributions for such Distribution Date. (e) In the event the Trustee receives a certified copy of an order of the appropriate court that any payment of principal or interest on a Class A-1 or Class A-3 Certificate has been voided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall (i) promptly notify FSA and the Fiscal Agent, if any, and (ii) comply with the provisions of the FSA Policy to obtain payment by FSA of such voided payment. In addition, the Trustee shall mail notice to all Holders of the Class A-1 and Class A-3 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 FSA Policy a copy of which shall be made available to such Holders by the Trustee. The Trustee shall furnish to FSA and the Fiscal Agent, if any, its records listing the payments on the affected Class A-1 and Class A-3 Certificates, if any, that have been made by the Trustee and subsequently recovered from the affected Holders, and the dates on which such payments were made by the Trustee. (f) At the time of the execution hereof, and delivery of this Agreementfor the purposes hereof, the Trust Administrator Trustee shall establish a separate special purpose trust account in the name of the Trust Administrator Trustee for the benefit of Holders of the Class A-12 A-1 and Class A-3 Certificates referred to herein as (the "Policy Payments “FSA Account" ”) over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator FSA Account shall be an Eligible Account. The Trustee shall deposit any amounts amount paid under the FSA Policy into the Policy Payments FSA Account and distribute such amounts amount only for the purposes of payment making the payments to Holders of the Class A-12 A-1 and Class A-3 Certificates in respect of the Class A-12 Distribution Deficiency Guaranteed Distributions for which a the related claim was made and such amounts may not be applied to satisfy any costs, expenses or liabilities of the Trust Administrator or the Trust Estate. Amounts paid under the Policy FSA Policy. Such amounts shall be disbursed allocated by the Trust Administrator Trustee to Holders of the Class A-12 A-1 and Class A-3 Certificates affected by such shortfalls in the same manner as distributions in reduction of the principal balance of and interest on the payments are to be allocated with respect to such Certificates of such Class are made under pursuant to Section 4.01(f)4.01. It shall not be necessary for such payments of the Class A-12 Distribution Deficiency to be made by checks or wire transfers separate separated from the check checks or wire transfer transfers used to pay distributions in reduction of make regular payments hereunder with funds withdrawn from the principal balance of and interest Certificate Account. However, any payments made on the Class A-12 A-1 and Class A-3 Certificates with funds available to make such distributions. However, the amount of any distribution to be paid from funds transferred from in the Policy Payments FSA Account shall be noted as provided in subsection (ch) below and in the statement to be furnished to Holders of the Class A-12 Certificates and Financial Security pursuant to Section 4.04below. Funds held in the Policy Payments FSA Account shall not be invested by the Trustee. (g) Any funds received from FSA for deposit into the FSA Account pursuant to the FSA Policy in respect of a Distribution Date or otherwise as a result of any claim under the FSA Policy shall be applied by the Trustee directly to the payment in full (i) of the Guaranteed Distributions due on such Distribution Date on the Class A-1 and Class A-3 Certificates, or (ii) of other amounts payable under the FSA Policy. Funds received by the Trustee as a result of any claim under the FSA Policy shall be used solely for payment to the Holders of the Class A-1 and Class A-3 Certificates and may not be applied for any other purpose, including, without limitation, satisfaction of any costs, expenses or liabilities of the Trustee, any Servicer or the Trust AdministratorFund. Any funds (other than funds deposited therein in respect of a Preference Amount payable under the FSA Policy) remaining in the FSA Account on the first Business Day after each Distribution Date shall be remitted promptly to FSA pursuant to the written instruction of FSA. (h) The Trustee shall keep complete and accurate records in respect of (i) all funds remitted to it by FSA and deposited into the FSA Account and (ii) the allocation of such funds to payments of interest on and principal in respect of any Class A-1 or Class A-3 Certificates. FSA shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days’ prior notice to the Trustee. (i) The Trustee acknowledges, and each Holder of a Class A-1 or Class A-3 Certificate by its acceptance of the Class A-1 or Class A-3 Certificate agrees, that, without the need for any further action on the part of FSA or the Trustee, to the extent FSA makes payments, directly or indirectly, on account of principal of or interest on any Class A-1 or Class A-3 Certificates, FSA will be fully subrogated to the rights of the Holders of such Class A-1 or Class A-3 Certificates to receive such principal and interest from the Trust Fund. The Holders of the Class A-1 or Class A-3 Certificates, by acceptance of the Class A-1 or Class A-3 Certificates, assign their rights as Holders of the Class A-1 or Class A-3 Certificates to the extent of FSA’s interest with respect to amounts paid under the Certificate Insurance Policy. Anything herein to the contrary notwithstanding, solely for purposes of determining FSA’s rights, as applicable, as subrogee for payments distributable pursuant to Section 4.01, any payment with respect to distributions to the Class A-1 or Class A-3 Certificates which is made with funds received pursuant to the terms of the FSA Policy, shall not be considered payment of the Class A-1 or Class A-3 Certificates from the Trust Fund and shall not result in the distribution or the provision for the distribution in reduction of the Class Principal Balance of the Class A-1 or Class A-3 Certificates except to the extent such payment has been reimbursed to FSA pursuant to the terms hereof. (j) Upon a Responsible Officer of the Trustee becoming aware of the occurrence of an Event of Default, the Trustee shall promptly notify FSA of such Event of Default. (k) The Trustee shall promptly notify FSA of either of the following as to which a Responsible Officer of the Trustee has actual knowledge: (A) the commencement of any proceeding by or against the Depositor commenced under the United States bankruptcy code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an “Insolvency Proceeding”) and (B) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a “Preference Claim”) of any distribution made with respect to the Class A-1 or Class A-3 Certificates as to which it has actual knowledge. Each Holder of a Class A-1 or Class A-3 Certificate, by its purchase of Class A-1 or Class A-3 Certificates, and the Trustee hereby agrees that FSA (so long as no FSA Default exists) may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, FSA shall be subrogated to the rights of the Trustee and each Holder of a Class A-1 or Class A-3 Certificate in the conduct of any Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim. (l) The Servicer shall designate at least one FSA Contact Person who shall be available to FSA to provide reasonable access to information regarding the Mortgage Loans. The initial FSA Contact Persons are the Servicing Officers. (m) The Trustee shall surrender the FSA Policy to FSA for cancellation upon the reduction of the Class Principal Balance of the Class A-1 and Class A-3 Certificates to zero. (n) All notices, statements, reports, certificates or opinions required by this Agreement to be sent to the Trustee, the Rating Agencies or the Holders of the Class A-1 and Class A-3 Certificates (including without limitation the reports prepared pursuant to Sections 3.17 and 3.18 and the statements prepared pursuant to Section 4.04) shall also be sent, at the same time such reports are otherwise sent, to FSA at FSA Security Assurance Inc., 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. (o) For so long as there is no continuing default by FSA under its obligations under the FSA Policy (an “FSA Default”), each Holder of a Class A-1 or Class A-3 Certificate agrees that FSA shall be treated by the Depositor, the Seller, the Servicer and the Trustee as if FSA were the Holder of all of the Class A-1 and Class A-3 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 Class A-1 and Class A-3 Certificates hereunder and the holders of the Class A-1 and Class A-3 Certificates shall only exercise such rights with the prior written consent of FSA. (p) With respect to this Section 4.07, (i) the terms “Receipt” and “

Policy Matters. (a) If, on the second third Business Day before any Distribution Date, the Trust Administrator Trustee determines that there will be a Class A-12 Distribution Deficiency Amount for such Distribution Date, the Trust Administrator Trustee shall determine the amount of such Class A-12 Distribution Deficiency Amount and shall give notice to Financial Security MBIA by telephone or telecopy of the amount of such deficiency confirmed in writing by the Notice of Nonpayment by 12:00 noon, New York City time on such second third Business Day. (b) At the time of the execution and delivery of this Agreement, the Trust Administrator Trustee shall establish a separate special purpose trust account in the name of the Trust Administrator Trustee for the benefit of Holders of the Class A-12 II-A-4 Certificates referred to herein as the "Policy Payments Payment Account" over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Trustee shall deposit any amounts paid under the Policy into the Policy Payments Payment Account and distribute such amounts only for purposes of payment to Holders of the Class A-12 II-A-4 Certificates of the Class A-12 Distribution Deficiency Insured Payment for which a claim was made and such amounts may not be applied to satisfy any costs, expenses or liabilities of the Trust Administrator Trustee or the Trust Estate. Amounts paid under the Policy shall be disbursed by the Trust Administrator Trustee to Holders of the Class A-12 II-A-4 Certificates in the same manner as distributions in reduction of the principal balance of and interest on the Certificates of such Class are made under Section 4.01(f4.01(e). It shall not be necessary for such payments of the Class A-12 Distribution Deficiency Insured Payment to be made by checks or wire transfers separate from the check or wire transfer used to pay distributions in reduction of the principal balance of and interest on the Class A-12 II-A-4 Certificates with funds available to make such distributions. However, the amount of any distribution to be paid from funds transferred from the Policy Payments Payment Account shall be noted as provided in (c) below and in the statement to be furnished to Holders of the Class A-12 II-A-4 Certificates and Financial Security MBIA pursuant to Section 4.04. Funds held in the Policy Payments Payment Account shall not be invested by the 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 Trustee as a result of the claim under the Policy to the extent necessary to make distributions on the Class II-A-4 Certificates equal to the Deficiency Amount on such Distribution Date shall be withdrawn from the Policy Payment Account and applied by the Trustee to the payment in full of the Deficiency Amount. Any funds deposited into the Policy Payment Account in respect of the Class II-A-4 Certificates that are remaining therein on the first Business Day following a Distribution Date after the Deficiency Amount has been made to the Certificateholders of such Class shall be remitted in immediately available funds to MBIA, pursuant to the instructions of MBIA, by the end of such Business Day. (c) The Trustee shall keep a complete and accurate record of the Class II-A-4 Interest Loss Amount, the Class II-A-4 Principal Loss Amount and any Non-Supported Interest Shortfall allocated to the Class II-A-4 Certificates once the Reserve Fund has been depleted, paid from moneys received under the Policy. MBIA shall have the right to inspect such records at reasonable times upon one Business Day's 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 distributions in reduction of the principal balance of or interest on a Class II-A-4 Certificate has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall so notify MBIA and shall comply with the provisions of the Policy to obtain payment by MBIA of such avoided distribution, and shall, at the time it provides notice to MBIA, notify, by mail to Holders of the Certificates of such Class that, in the event that any Holder's distribution 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 by the Trustee and the Trustee shall furnish to MBIA its records evidencing the distributions in reduction of the principal balance of and interest (including any Non-Supported Interest Shortfall described in Section 4.08(c)) on the Class II-A-4 Certificates, if any, which have been made by the Trustee and subsequently recovered from Holders, and the dates on which such distributions were made. Such payment under the Policy shall be disbursed to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order and not to the Trustee or any Class II-A-4 Certificateholder directly (unless such Certificateholder has previously paid such amount to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order, in which case such payment shall be disbursed to the Trustee for distribution to such Certificateholder upon proof of such payment reasonably satisfactory to MBIA). (e) The Trustee shall promptly notify MBIA of any proceeding or the institution of any action seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership or similar law (a "Preference Claim") of any distribution made with respect to the Class II-A-4 Certificates as to which it has actual knowledge. Each Holder of a Class II-A-4 Certificate, by its purchase of such Certificates, and the Trustee agrees that MBIA (so long as no MBIA Default exists) may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, MBIA shall be subrogated to the rights of the Trustee and each Holder in the conduct of any Preference Claim, including, without limitation, all rights of any party to an adversary proceeding or action with respect to any court order issued in connection with any such Preference Claim. (f) The Trustee acknowledges, and each Holder of a Class II-A-4 Certificate by its acceptance of such Certificate agrees, that without the need for any further action on the part of MBIA or the Trustee, to the extent that MBIA makes payments directly or indirectly on account of principal or interest on any Class II-A-4 Certificate, MBIA shall be fully subrogated to all of the rights of such Certificateholders with respect to any and all amounts paid under the Policy. The Class II-A-4 Certificateholders by acceptance of such Certificates assign their rights as Holders of such Certificates to MBIA to the extent of MBIA's interest with respect to amounts paid under the Policy. Anything herein to the contrary notwithstanding, solely for purposes of determining MBIA's rights, as applicable, as subrogee for payments distributable pursuant to Section 4.01, any payment with respect to distributions to the Class II-A-4 Certificates which is made with funds received pursuant to the terms of the Policy, shall not be considered payment of the Class II-A-4 Certificates from the Trust AdministratorEstate and shall not result in the distribution or the provision for the distribution in reduction of the Principal Balance of the Class II-A-4 Certificates except to the extent such payment has been reimbursed to MBIA pursuant to the terms hereof. (g) The Master Servicer shall designate an MBIA Contact Person who shall be available to MBIA to provide reasonable access to information regarding the Mortgage Loans. The initial MBIA Contact Person is appointed in Section 11.27. (h) The Trustee shall surrender the Policy to MBIA for cancellation upon reduction of the Principal Balance of the Class II-A-4 Certificates to zero. (i) All references herein to the ratings assigned to the Certificates and to the interests of any Certificateholders shall be without regard to the Policy. (j) For so long as there is no continuing default by MBIA under its obligations under the Policy, each Holder of a Class II-A-4 Certificate agrees that MBIA shall be entitled to exercise the voting, consent, directing and other control rights of the Holders of the Class II-A-4 Certificates without consent of such Holders and the Holders of the Class II-A-4 Certificates shall only exercise such rights with the prior written consent of MBIA.

Policy Matters. (a) If, on the second Business Day before any Distribution Date, the Trust Administrator Trustee determines that there will be a Class A-12 A-8 Distribution Deficiency for such Distribution Date, the Trust Administrator Trustee shall determine the amount of such Class A-12 A-8 Distribution Deficiency and shall give notice to Financial Security and the Fiscal Agent, if any (as defined in the Policy), by telephone or telecopy of the amount of such deficiency confirmed in writing by the Notice of Nonpayment Claim by 12:00 noon, New York City time on such second Business Day. (b) At the time of the execution and delivery of this Agreement, the Trust Administrator Trustee shall establish a separate special purpose trust account in the name of the Trust Administrator Trustee for the benefit of Holders of the Class A-12 A-8 Certificates 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 amounts paid under the Policy into the Policy Payments Account and distribute such amounts only for purposes of payment to Holders of the Class A-12 A-8 Certificates of the Class A-12 A-8 Distribution Deficiency for which a claim was made and such amounts may not be applied to satisfy any costs, expenses or liabilities of the Trust Administrator Trustee or the Trust Estate. Amounts paid under the Policy shall be disbursed by the Trust Administrator Trustee to Holders of the Class A-12 A-8 Certificates in the same manner as distributions in reduction of the principal balance of and interest on the Certificates of such Class Subclass are made under Section 4.01(f4.01(e). It shall not be necessary for such payments of the Class A-12 A-8 Distribution Deficiency to be made by checks or wire transfers separate from the check or wire transfer used to pay distributions in reduction of the principal balance of and interest on the Class A-12 A-8 Certificates with funds available to make such distributions. However, the amount of any distribution to be paid from funds transferred from the Policy Payments Account shall be noted as provided in (c) below and in the statement to be furnished to Holders of the Class A-12 A-8 Certificates and Financial Security pursuant to Section 4.04. Funds held in the Policy Payments Account shall not be invested by the Trust AdministratorTrustee.

Policy Matters. (a) IfAs soon as possible, and in no event later than 11:00 a.m., New York time, on the second Business Day before immediately preceding each Distribution Date, the Trustee shall determine the amount of funds available for such Distribution Date minus the amount of any FSA Premium and any fee to paid to the Trustee on such Distribution Date (b) If for any Distribution Date, the Trust Administrator Trustee determines that there the funds that will be a available for such Distribution Date distributable to the Holders of the Class A-12 Distribution Deficiency for A-1 or Class A-2 Certificates pursuant to Section 4.01 will be insufficient to pay the related Guaranteed Distributions on such Distribution Date, the Trust Administrator Trustee shall determine the amount of any such Class A-12 Distribution Deficiency deficiency and shall give notice to Financial Security FSA and the Fiscal Agent (as defined in the FSA Policy), if any, by telephone or telecopy of the amount of such deficiency deficiency, confirmed in writing by notice substantially in the Notice form of Nonpayment Exhibit A to the FSA Policy by 12:00 noon, New York City time time, on such second Business Day. The Trustee’s responsibility for delivering the notice to FSA, as provided in the preceding sentence is limited to the availability, timeliness and accuracy of the information provided by the Servicer. The Notice shall constitute a claim for payment pursuant to the FSA Policy. (bc) The Trustee shall receive as attorney-in-fact of each Holder of a Class A-1 or Class A-2 Certificate, any Guaranteed Distributions from FSA and disburse the same to each Holder of a Class A-1 or Class A-2 Certificate in accordance with the provisions of this Article IV. Guaranteed Distributions disbursed by the Trustee from proceeds of the FSA Policy shall not be considered payment by the Trust nor shall such payments discharge the obligation of the Trust with respect to such Class A-1 or Class A-2 Certificate, and FSA shall become the owner of such unpaid amounts due from the Trust in respect of such Guaranteed Distributions as the deemed assignee of such Holder and shall be entitled to receive the FSA Reimbursement Amount pursuant to Section 4.01. The Trustee hereby agrees on behalf of each Holder of a Class A-1 or Class A-2 Certificate for the benefit of FSA that it and they recognize that to the extent that FSA makes Guaranteed Distributions, either directly or indirectly (as by paying through the Trustee), to the Class A-1 or Class A-2 Certificateholders, FSA will be entitled to receive the FSA Reimbursement Amount pursuant to Section 4.01. (d) It is understood and agreed that the intention of the parties is that FSA shall not be entitled to reimbursement on any Distribution Date for amounts previously paid by it unless on such Distribution Date the Holders of the Class A-1 and Class A-2 Certificates shall also have received the full amount of the Guaranteed Distributions for such Distribution Date. (e) In the event the Trustee receives a certified copy of an order of the appropriate court that any payment of principal or interest on a Class A-1 or Class A-2 Certificate has been voided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall (i) promptly notify FSA and the Fiscal Agent, if any, and (ii) comply with the provisions of the FSA Policy to obtain payment by FSA of such voided payment. In addition, the Trustee shall mail notice to all Holders of the Class A-1 and Class A-2 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 FSA Policy a copy of which shall be made available to such Holders by the Trustee. The Trustee shall furnish to FSA and the Fiscal Agent, if any, its records listing the payments on the affected Class A-1 and Class A-2 Certificates, if any, that have been made by the Trustee and subsequently recovered from the affected Holders, and the dates on which such payments were made by the Trustee. (f) At the time of the execution hereof, and delivery of this Agreementfor the purposes hereof, the Trust Administrator Trustee shall establish a separate special purpose trust account in the name of the Trust Administrator Trustee for the benefit of Holders of the Class A-12 A-1 and Class A-2 Certificates referred to herein as (the "Policy Payments “FSA Account" ”) over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator FSA Account shall be an Eligible Account. The Trustee shall deposit any amounts amount paid under the FSA Policy into the Policy Payments FSA Account and distribute such amounts amount only for the purposes of payment making the payments to Holders of the Class A-12 A-1 and Class A-2 Certificates in respect of the Class A-12 Distribution Deficiency Guaranteed Distributions for which a the related claim was made and such amounts may not be applied to satisfy any costs, expenses or liabilities of the Trust Administrator or the Trust Estate. Amounts paid under the Policy FSA Policy. Such amounts shall be disbursed allocated by the Trust Administrator Trustee to Holders of the Class A-12 A-1 and Class A-2 Certificates affected by such shortfalls in the same manner as distributions in reduction of the principal balance of and interest on the payments are to be allocated with respect to such Certificates of such Class are made under pursuant to Section 4.01(f)4.01. It shall not be necessary for such payments of the Class A-12 Distribution Deficiency to be made by checks or wire transfers separate separated from the check checks or wire transfer transfers used to pay distributions in reduction of make regular payments hereunder with funds withdrawn from the principal balance of and interest Certificate Account. However, any payments made on the Class A-12 A-1 and Class A-2 Certificates with funds available to make such distributions. However, the amount of any distribution to be paid from funds transferred from in the Policy Payments FSA Account shall be noted as provided in subsection (ch) below and in the statement to be furnished to Holders of the Class A-12 Certificates and Financial Security pursuant to Section 4.04below. Funds held in the Policy Payments FSA Account shall not be invested by the Trustee. (g) Any funds received from FSA for deposit into the FSA Account pursuant to the FSA Policy in respect of a Distribution Date or otherwise as a result of any claim under the FSA Policy shall be applied by the Trustee directly to the payment in full (i) of the Guaranteed Distributions due on such Distribution Date on the Class A-1 and Class A-2 Certificates, or (ii) of other amounts payable under the FSA Policy. Funds received by the Trustee as a result of any claim under the FSA Policy shall be used solely for payment to the Holders of the Class A-1 and Class A-2 Certificates and may not be applied for any other purpose, including, without limitation, satisfaction of any costs, expenses or liabilities of the Trustee, any Servicer or the Trust AdministratorFund. Any funds (other than funds deposited therein in respect of a Preference Amount payable under the FSA Policy) remaining in the FSA Account on the first Business Day after each Distribution Date shall be remitted promptly to FSA pursuant to the written instruction of FSA. (h) The Trustee shall keep complete and accurate records in respect of (i) all funds remitted to it by FSA and deposited into the FSA Account and (ii) the allocation of such funds to payments of interest on and principal in respect of any Class A-1 or Class A-2 Certificates. FSA shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days’ prior notice to the Trustee. (i) The Trustee acknowledges, and each Holder of a Class A-1 or Class A-2 Certificate by its acceptance of the Class A-1 or Class A-2 Certificate agrees, that, without the need for any further action on the part of FSA or the Trustee, to the extent FSA makes payments, directly or indirectly, on account of principal of or interest on any Class A-1 or Class A-2 Certificates, FSA will be fully subrogated to the rights of the Holders of such Class A-1 or Class A-2 Certificates to receive such principal and interest from the Trust Fund. The Holders of the Class A-1 or Class A-2 Certificates, by acceptance of the Class A-1 or Class A-2 Certificates, assign their rights as Holders of the Class A-1 or Class A-2 Certificates to the extent of FSA’s interest with respect to amounts paid under the Certificate Insurance Policy. Anything herein to the contrary notwithstanding, solely for purposes of determining FSA’s rights, as applicable, as subrogee for payments distributable pursuant to Section 4.01, any payment with respect to distributions to the Class A-1 or Class A-2 Certificates which is made with funds received pursuant to the terms of the FSA Policy, shall not be considered payment of the Class A-1 or Class A-2 Certificates from the Trust Fund and shall not result in the distribution or the provision for the distribution in reduction of the Class Principal Balance of the Class A-1 or Class A-2 Certificates except to the extent such payment has been reimbursed to FSA pursuant to the terms hereof. (j) Upon a Responsible Officer of the Trustee becoming aware of the occurrence of an Event of Default, the Trustee shall promptly notify FSA of such Event of Default. (k) The Trustee shall promptly notify FSA of either of the following as to which a Responsible Officer of the Trustee has actual knowledge: (A) the commencement of any proceeding by or against the Depositor commenced under the United States bankruptcy code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an “Insolvency Proceeding”) and (B) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a “Preference Claim”) of any distribution made with respect to the Class A-1 or Class A-2 Certificates as to which it has actual knowledge. Each Holder of a Class A-1 or Class A-2 Certificate, by its purchase of Class A-1 or Class A-2 Certificates, and the Trustee hereby agrees that FSA (so long as no FSA Default exists) may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, FSA shall be subrogated to the rights of the Trustee and each Holder of a Class A-1 or Class A-2 Certificate in the conduct of any Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim. (l) The Servicer shall designate at least one FSA Contact Person who shall be available to FSA to provide reasonable access to information regarding the Mortgage Loans. The initial FSA Contact Persons are the Servicing Officers. (m) The Trustee shall surrender the FSA Policy to FSA for cancellation upon the reduction of the Class Principal Balance of the Class A-1 and Class A-2 Certificates to zero. (n) All notices, statements, reports, certificates or opinions required by this Agreement to be sent to the Trustee, the Rating Agencies or the Holders of the Class A-1 and Class A-2 Certificates (including without limitation the reports prepared pursuant to Sections 3.17 and 3.18 and the statements prepared pursuant to Section 4.04) shall also be sent, at the same time such reports are otherwise sent, to FSA at FSA Security Assurance Inc., 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. (o) For so long as there is no continuing default by FSA under its obligations under the FSA Policy (an “FSA Default”), each Holder of a Class A-1 or Class A-2 Certificate agrees that FSA shall be treated by the Depositor, the Seller, the Servicer and the Trustee as if FSA were the Holder of all of the Class A-1 and Class A-2 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 Class A-1 and Class A-2 Certificates hereunder and the holders of the Class A-1 and Class A-2 Certificates shall only exercise such rights with the prior written consent of FSA. (p) With respect to this Section 4.07, (i) the terms “Receipt” and “

Policy Matters. (a) If, on the second third Business Day before any Distribution Date, the Trust Administrator Trustee determines that there will be a Class A-12 Distribution Deficiency Amount for such Distribution Date, the Trust Administrator Trustee shall determine the amount of such Class A-12 Distribution Deficiency Amount and shall give notice to Financial Security MBIA by telephone or telecopy of the amount of such deficiency confirmed in writing by the Notice of Nonpayment by 12:00 noon, New York City time on such second third Business Day. (b) At the time of the execution and delivery of this Agreement, the Trust Administrator Trustee shall establish a separate special purpose trust account in the name of the Trust Administrator Trustee for the benefit of Holders of the Class A-12 A-4 Certificates referred to herein as the "Policy Payments Payment Account" over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Trustee shall deposit any amounts paid under the Policy into the Policy Payments Payment Account and distribute such amounts only for purposes of payment to Holders of the Class A-12 A-4 Certificates of the Class A-12 Distribution Deficiency Insured Payment for which a claim was made and such amounts may not be applied to satisfy any costs, expenses or liabilities of the Trust Administrator Trustee or the Trust Estate. Amounts paid under the Policy shall be disbursed by the Trust Administrator Trustee to Holders of the Class A-12 A-4 Certificates in the same manner as distributions in reduction of the principal balance of and interest on the Certificates of such Class are made under Section 4.01(f4.01(e). It shall not be necessary for such payments of the Class A-12 Distribution Deficiency Insured Payment to be made by checks or wire transfers separate from the check or wire transfer used to pay distributions in reduction of the principal balance of and interest on the Class A-12 A-4 Certificates with funds available to make such distributions. However, the amount of any distribution to be paid from funds transferred from the Policy Payments Payment Account shall be noted as provided in (c) below and in the statement to be furnished to Holders of the Class A-12 A-4 Certificates and Financial Security MBIA pursuant to Section 4.04. Funds held in the Policy Payments Payment Account shall not be invested by the 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 Trustee as a result of the claim under the Policy to the extent necessary to make distributions on the Class A-4 Certificates equal to the Deficiency Amount on such Distribution Date shall be withdrawn from the Policy Payment Account and applied by the Trustee to the payment in full of the Deficiency Amount. Any funds deposited into the Policy Payment Account in respect of the Class A-4 Certificates that are remaining therein on the first Business Day following a Distribution Date after the Deficiency Amount has been made to the Certificateholders of such Class shall be remitted in immediately available funds to MBIA, pursuant to the instructions of MBIA, by the end of such Business Day. (c) The Trustee shall keep a complete and accurate record of the Class A-4 Interest Loss Amount, the Class A-4 Principal Loss Amount and any Non-Supported Interest Shortfall allocated to the Class A-4 Certificates once the Reserve Fund has been depleted, paid from moneys received under the Policy. MBIA shall have the right to inspect such records at reasonable times upon one Business Day's 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 distributions in reduction of the principal balance of or interest on a Class A-4 Certificate has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall so notify MBIA and shall comply with the provisions of the Policy to obtain payment by MBIA of such avoided distribution, and shall, at the time it provides notice to MBIA, notify, by mail to Holders of the Certificates of such Class that, in the event that any Holder's distribution 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 by the Trustee and the Trustee shall furnish to MBIA its records evidencing the distributions in reduction of the principal balance of and interest (including any Non-Supported Interest Shortfall described in Section 4.08(c)) on the Class A-4 Certificates, if any, which have been made by the Trustee and subsequently recovered from Holders, and the dates on which such distributions were made. Such payment under the Policy shall be disbursed to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order and not to the Trustee or any Class A-4 Certificateholder directly (unless such Certificateholder has previously paid such amount to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order, in which case such payment shall be disbursed to the Trustee for distribution to such Certificateholder upon proof of such payment reasonably satisfactory to MBIA). (e) The Trustee shall promptly notify MBIA of any proceeding or the institution of any action seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership or similar law (a "Preference Claim") of any distribution made with respect to the Class A-4 Certificates as to which it has actual knowledge. Each Holder of a Class A-4 Certificate, by its purchase of such Certificates and the Trustee hereby agree that MBIA (so long as no MBIA Default exists) may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, MBIA shall be subrogated to the rights of the Trustee and each Holder in the conduct of any Preference Claim, including, without limitation, all rights of any party to an adversary proceeding or action with respect to any court order issued in connection with any such Preference Claim. (f) The Trustee acknowledges, and each Holder of a Class A-4 Certificate by its acceptance of such Certificate agrees, that without the need for any further action on the part of MBIA or the Trustee, to the extent that MBIA makes payments directly or indirectly on account of principal or interest on any Class A-4 Certificate, MBIA shall be fully subrogated to all of the rights of such Certificateholders with respect to any and all amounts paid under the Policy. The Class A-4 Certificateholders by acceptance of such Certificates assign their rights as Holders of such Certificates to MBIA to the extent of MBIA's interest with respect to amounts paid under the Policy. Anything herein to the contrary notwithstanding, solely for purposes of determining MBIA's rights, as applicable, as subrogee for payments distributable pursuant to Section 4.01, any payment with respect to distributions to the Class A-4 Certificates which is made with funds received pursuant to the terms of the Policy, shall not be considered payment of the Class A-4 Certificates from the Trust AdministratorEstate and shall not result in the distribution or the provision for the distribution in reduction of the Principal Balance of the Class A-4 Certificates except to the extent such payment has been reimbursed to MBIA pursuant to the terms hereof. (g) The Master Servicer shall designate an MBIA Contact Person who shall be available to MBIA to provide reasonable access to information regarding the Mortgage Loans. The initial MBIA Contact Person is appointed in Section 11.27. (h) The Trustee shall surrender the Policy to MBIA for cancellation upon reduction of the Principal Balance of the Class A-4 Certificates to zero. (i) All references herein to the ratings assigned to the Certificates and to the interests of any Certificateholders shall be without regard to the Policy. (j) For so long as there is no continuing default by MBIA under its obligations under the Policy, each Holder of a Class A-4 Certificate agrees that MBIA shall be entitled to exercise the voting, consent, directing and other control rights of the Holders of the Class A-4 Certificates without consent of such Holders and the Holders of the Class A-4 Certificates shall only exercise such rights with the prior written consent of MBIA.

Policy Matters. (a) If, on the second Business Day before any Distribution Date, the Trust Administrator Trustee determines that there will be a Class A-12 A-4 Distribution Deficiency for such Distribution Date, the Trust Administrator Trustee shall determine the amount of such Class A-12 A-4 Distribution Deficiency and shall give notice to Financial Security Ambac by telephone or telecopy of the amount of such deficiency confirmed in writing by the Notice of Nonpayment by 12:00 noon, New York City time on such second Business Day. (b) At the time of the execution and delivery of this Agreement, the Trust Administrator Trustee shall establish a separate special purpose trust account in the name of the Trust Administrator Trustee for the benefit of Holders of the Class A-12 A-4 Certificates 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 amounts paid under the Policy into the Policy Payments Account and distribute such amounts only for purposes of payment to Holders of the Class A-12 A-4 Certificates of the Class A-12 A-4 Distribution Deficiency for which a claim was made and such amounts may not be applied to satisfy any costs, expenses or liabilities of the Trust Administrator Trustee or the Trust Estate. Amounts paid under the Policy shall be disbursed by the Trust Administrator Trustee to Holders of the Class A-12 A-4 Certificates in the same manner as distributions in reduction of the principal balance of and interest on the Certificates of such Class are made under Section 4.01(f4.01(e). It shall not be necessary for such payments of the Class A-12 A-4 Distribution Deficiency to be made by checks or wire transfers separate from the check or wire transfer used to pay distributions in reduction of the principal balance of and interest on the Class A-12 A-4 Certificates with funds available to make such distributions. However, the amount of any distribution to be paid from funds transferred from the Policy Payments Account shall be noted as provided in (c) below and in the statement to be furnished to Holders of the Class A-12 A-4 Certificates and Financial Security Ambac pursuant to Section 4.04. Funds held in the Policy Payments Account shall not be invested by the Trust AdministratorTrustee.

Policy Matters. (a) If, on the second Business Day before any Distribution Date, based solely on the Trust Administrator statement provided by the Master Servicer pursuant to Section 4.04(a) hereof, the Trustee determines that there will be a Class A-12 Distribution Deficiency Amount for such Distribution Date, the Trust Administrator Trustee shall determine the amount of such Class A-12 Distribution Deficiency Amount and shall give notice to Financial Security MBIA by telephone or telecopy of the amount of such deficiency confirmed in writing by the Notice of Nonpayment by 12:00 noon, New York City time on such second Business Day. (b) At the time of the execution and delivery of this Agreement, the Trust Administrator Trustee shall establish a separate special purpose trust account in the name of the Trust Administrator Trustee for the benefit of Holders of the Class A-12 2-A-4 Certificates referred to herein as the "“Policy Payments Payment Account" ” over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Trustee shall deposit any amounts paid under the Policy into the Policy Payments Payment Account and distribute such amounts only for purposes of payment to Holders of the Class A-12 2-A-4 Certificates of the Class A-12 Distribution Deficiency Insured Payment for which a claim was made and such amounts may not be applied to satisfy any costs, expenses or liabilities of the Trust Administrator Trustee or the Trust Estate. Amounts paid under the Policy shall be disbursed by the Trust Administrator Trustee to Holders of the Class A-12 2-A-4 Certificates in the same manner as distributions in reduction of the principal balance of and interest on the Certificates of such Class are made under Section 4.01(f)4.02. It shall not be necessary for such payments of the Class A-12 Distribution Deficiency Insured Payment to be made by checks or wire transfers separate from the check or wire transfer used to pay distributions in reduction of the principal balance of and interest on the Class A-12 2-A-4 Certificates with funds available to make such distributions. However, the amount of any distribution to be paid from funds transferred from the Policy Payments Payment Account shall be noted as provided in (c) below and in the statement to be furnished to Holders of the Class A-12 2-A-4 Certificates and Financial Security MBIA pursuant to Section 4.04. Funds held in the Policy Payments Payment Account shall not be invested by the 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 Trustee as a result of the claim under the Policy to the extent necessary to make distributions on the Class 2-A-4 Certificates equal to the Deficiency Amount on such Distribution Date shall be withdrawn from the Policy Payment Account and applied by the Trustee to the payment in full of the Deficiency Amount. Any funds deposited into the Policy Payment Account in respect of the Class 2-A-4 Certificates that are remaining therein on the first Business Day following a Distribution Date after the Deficiency Amount has been made to the Certificateholders of such Class shall be remitted in immediately available funds to MBIA, pursuant to the instructions of MBIA, by the end of such Business Day. (c) The Trustee shall keep a complete and accurate record of any Class 2-A-4 Interest Loss Amounts and any Class 2-A-4 Principal Loss Amounts paid from moneys received under the Policy. MBIA shall have the right to inspect such records at reasonable times upon one Business Day’s 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 distributions in reduction of the principal balance of or interest on a Class 2-A-4 Certificate has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall so notify MBIA and shall comply with the provisions of the Policy to obtain payment by MBIA of such avoided distribution, and shall, at the time it provides notice to MBIA, notify, by mail to Holders of the Certificates of such Class that, in the event that any Holder’s distribution 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 by the Trustee and the Trustee shall furnish to MBIA its records evidencing the distributions in reduction of the principal balance of and interest (including any Prepayment Interest Shortfall described in Section 4.07(c)) on the Class 2-A-4 Certificates, if any, which have been made by the Trustee and subsequently recovered from Holders, and the dates on which such distributions were made. Such payment under the Policy shall be disbursed to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order and not to the Trustee or any Class 2-A-4 Certificateholder directly (unless such Certificateholder has previously paid such amount to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order, in which case such payment shall be disbursed to the Trustee for distribution to such Certificateholder upon proof of such payment reasonably satisfactory to MBIA). (e) The Trustee shall promptly notify MBIA of any proceeding or the institution of any action seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership or similar law (a “Preference Claim”) of any distribution made with respect to the Class 2-A-4 Certificates as to which it has actual knowledge. Each Holder of a Class 2-A-4 Certificate, by its purchase of such Certificates and the Trustee hereby agree that MBIA (so long as no MBIA Default exists) may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, MBIA shall be subrogated to the rights of the Trustee and each Holder in the conduct of any Preference Claim, including, without limitation, all rights of any party to an adversary proceeding or action with respect to any court order issued in connection with any such Preference Claim. (f) The Trustee acknowledges, and each Holder of a Class 2-A-4 Certificate by its acceptance of such Certificate agrees, that without the need for any further action on the part of MBIA or the Trustee, to the extent that MBIA makes payments directly or indirectly on account of principal or interest on any Class 2-A-4 Certificate, MBIA shall be fully subrogated to all of the rights of such Certificateholders with respect to any and all amounts paid under the Policy. The Class 2-A-4 Certificateholders by acceptance of such Certificates assign their rights as Holders of such Certificates to MBIA to the extent of MBIA’s interest with respect to amounts paid under the Policy. Anything herein to the contrary notwithstanding, solely for purposes of determining MBIA’s rights, as applicable, as subrogee for payments distributable pursuant to Section 4.02, any payment with respect to distributions to the Class 2-A-4 Certificates which is made with funds received pursuant to the terms of the Policy, shall not be considered payment of the Class 2-A-4 Certificates from the Trust AdministratorFund and shall not result in the distribution or the provision for the distribution in reduction of the Class Principal Balance of the Class 2-A-4 Certificates except to the extent such payment has been reimbursed to MBIA pursuant to the terms hereof. (g) The Master Servicer shall designate an MBIA Contact Person who shall be available to MBIA to provide reasonable access to information regarding the Mortgage Loans. The initial MBIA Contact Person is the Master Servicer’s client manager with respect to Mortgage Asset Securitization Transactions, Inc. Mortgage Pass Through Certificates Series 2003-1, who can be contacted at (000) 000-0000. (h) The Trustee shall surrender the Policy to MBIA for cancellation upon reduction of the Certificate Principal Balance of the Class 2-A-4 Certificates to zero. (i) All references herein to the ratings assigned to the Certificates and to the interests of any Certificateholders shall be without regard to the Policy. (j) For so long as there is no continuing default by MBIA under its obligations under the Policy, each Holder of a Class 2-A-4 Certificate agrees that MBIA shall be entitled to exercise the voting, consent, directing and other control rights of the Holders of the Class 2-A-4 Certificates without consent of such Holders and the Holders of the Class 2-A-4 Certificates shall only exercise such rights with the prior written consent of MBIA.

Policy Matters. (a) If, on the second third Business Day before any Distribution Date, the Trust Administrator Trustee determines that there will be a Class A-12 Distribution Deficiency Amount for such Distribution Date, the Trust Administrator Trustee shall determine the amount of such Class A-12 Distribution Deficiency Amount and shall give notice to Financial Security MBIA by telephone or telecopy of the amount of such deficiency confirmed in writing by the Notice of Nonpayment by 12:00 noon, New York City time on such second third Business Day. (b) At the time of the execution and delivery of this Agreement, the Trust Administrator Trustee shall establish a separate special purpose trust account in the name of the Trust Administrator Trustee for the benefit of Holders of the Class A-12 A-5 Certificates referred to herein as the "Policy Payments Payment Account" over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Trustee shall deposit any amounts paid under the Policy into the Policy Payments Payment Account and distribute such amounts only for purposes of payment to Holders of the Class A-12 A-5 Certificates of the Class A-12 Distribution Deficiency Insured Payment for which a claim was made and such amounts may not be applied to satisfy any costs, expenses or liabilities of the Trust Administrator Trustee or the Trust Estate. Amounts paid under the Policy shall be disbursed by the Trust Administrator Trustee to Holders of the Class A-12 A-5 Certificates in the same manner as distributions in reduction of the principal balance of and interest on the Certificates of such Class are made under Section 4.01(f). It shall not be necessary for such payments of the Class A-12 Distribution Deficiency Insured Payment to be made by checks or wire transfers separate from the check or wire transfer used to pay distributions in reduction of the principal balance of and interest on the Class A-12 A-5 Certificates with funds available to make such distributions. However, the amount of any distribution to be paid from funds transferred from the Policy Payments Payment Account shall be noted as provided in (c) below and in the statement to be furnished to Holders of the Class A-12 A-5 Certificates and Financial Security MBIA pursuant to Section 4.04. Funds held in the Policy Payments Payment Account shall not be invested by the 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 Trustee as a result of the claim under the Policy to the extent necessary to make distributions on the Class A-5 Certificates equal to the Deficiency Amount on such Distribution Date shall be withdrawn from the Policy Payment Account and applied by the Trustee to the payment in full of the Deficiency Amount. Any funds deposited into the Policy Payment Account in respect of the Class A-5 Certificates that are remaining therein on the first Business Day following a Distribution Date after the Deficiency Amount has been made to the Certificateholders of such Class shall be remitted in immediately available funds to MBIA, pursuant to the instructions of MBIA, by the end of such Business Day. (c) The Trustee shall keep a complete and accurate record of the Class A-5 Interest Loss Amount, the Class A-5 Principal Loss Amount and any Non-Supported Interest Shortfall allocated to the Class A-5 Certificates once the Reserve Fund has been depleted, paid from moneys received under the Policy. MBIA shall have the right to inspect such records at reasonable times upon one Business Day's 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 distributions in reduction of the principal balance of or interest on a Class A-5 Certificate has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall so notify MBIA and shall comply with the provisions of the Policy to obtain payment by MBIA of such avoided distribution, and shall, at the time it provides notice to MBIA, notify, by mail to Holders of the Certificates of such Class that, in the event that any Holder's distribution 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 by the Trustee and the Trustee shall furnish to MBIA its records evidencing the distributions in reduction of the principal balance of and interest (including any Non-Supported Interest Shortfall described in Section 4.08(c)) on the Class A-5 Certificates, if any, which have been made by the Trustee and subsequently recovered from Holders, and the dates on which such distributions were made. Such payment under the Policy shall be disbursed to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order and not to the Trustee or any Class A-5 Certificateholder directly (unless such Certificateholder has previously paid such amount to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order, in which case such payment shall be disbursed to the Trustee for distribution to such Certificateholder upon proof of such payment reasonably satisfactory to MBIA). (e) The Trustee shall promptly notify MBIA of any proceeding or the institution of any action seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership or similar law (a "Preference Claim") of any distribution made with respect to the Class A-5 Certificates as to which it has actual knowledge. Each Holder of a Class A-5 Certificate, by its purchase of such Certificates and the Trustee hereby agree that MBIA (so long as no MBIA Default exists) may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, MBIA shall be subrogated to the rights of the Trustee and each Holder in the conduct of any Preference Claim, including, without limitation, all rights of any party to an adversary proceeding or action with respect to any court order issued in connection with any such Preference Claim. (f) The Trustee acknowledges, and each Holder of a Class A-5 Certificate by its acceptance of such Certificate agrees, that without the need for any further action on the part of MBIA or the Trustee, to the extent that MBIA makes payments directly or indirectly on account of principal or interest on any Class A-5 Certificate, MBIA shall be fully subrogated to all of the rights of such Certificateholders with respect to any and all amounts paid under the Policy. The Class A-5 Certificateholders by acceptance of such Certificates assign their rights as Holders of such Certificates to MBIA to the extent of MBIA's interest with respect to amounts paid under the Policy. Anything herein to the contrary notwithstanding, solely for purposes of determining MBIA's rights, as applicable, as subrogee for payments distributable pursuant to Section 4.01, any payment with respect to distributions to the Class A-5 Certificates which is made with funds received pursuant to the terms of the Policy, shall not be considered payment of the Class A-5 Certificates from the Trust AdministratorEstate and shall not result in the distribution or the provision for the distribution in reduction of the Principal Balance of the Class A-5 Certificates except to the extent such payment has been reimbursed to MBIA pursuant to the terms hereof. (g) The Master Servicer shall designate an MBIA Contact Person who shall be available to MBIA to provide reasonable access to information regarding the Mortgage Loans. The initial MBIA Contact Person is appointed in Section 11.27. (h) The Trustee shall surrender the Policy to MBIA for cancellation upon reduction of the Principal Balance of the Class A-5 Certificates to zero. (i) All references herein to the ratings assigned to the Certificates and to the interests of any Certificateholders shall be without regard to the Policy. For so long as there is no continuing default by MBIA under its obligations under the Policy, each Holder of a Class A-5 Certificate agrees that MBIA shall be entitled to exercise the voting, consent, directing and other control rights of the Holders of the Class A-5 Certificates without consent of such Holders and the Holders of the Class A-5 Certificates shall only exercise such rights with the prior written consent of MBIA.

Policy Matters. (a) If, on the second third Business Day before any Distribution Date, the Trust Administrator Trustee determines that there will be a Class A-12 Distribution Deficiency Amount for such Distribution Date, the Trust Administrator Trustee shall determine the amount of such Class A-12 Distribution Deficiency Amount and shall give notice to Financial Security MBIA by telephone or telecopy of the amount of such deficiency confirmed in writing by the Notice of Nonpayment by 12:00 noon, New York City time on such second third Business Day. (b) At the time of the execution and delivery of this Agreement, the Trust Administrator Trustee shall establish a separate special purpose trust account in the name of the Trust Administrator Trustee for the benefit of Holders of the Class A-12 I-A-4 Certificates referred to herein as the "Policy Payments Payment Account" over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Trustee shall deposit any amounts paid under the Policy into the Policy Payments Payment Account and distribute such amounts only for purposes of payment to Holders of the Class A-12 I-A-4 Certificates of the Class A-12 Distribution Deficiency Insured Payment for which a claim was made and such amounts may not be applied to satisfy any costs, expenses or liabilities of the Trust Administrator Trustee or the Trust Estate. Amounts paid under the Policy shall be disbursed by the Trust Administrator Trustee to Holders of the Class A-12 I-A-4 Certificates in the same manner as distributions in reduction of the principal balance of and interest on the Certificates of such Class are made under Section 4.01(f4.01(e). It shall not be necessary for such payments of the Class A-12 Distribution Deficiency Insured Payment to be made by checks or wire transfers separate from the check or wire transfer used to pay distributions in reduction of the principal balance of and interest on the Class A-12 I-A-4 Certificates with funds available to make such distributions. However, the amount of any distribution to be paid from funds transferred from the Policy Payments Payment Account shall be noted as provided in (c) below and in the statement to be furnished to Holders of the Class A-12 I-A-4 Certificates and Financial Security MBIA pursuant to Section 4.04. Funds held in the Policy Payments Payment Account shall not be invested by the 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 Trustee as a result of the claim under the Policy to the extent necessary to make distributions on the Class I-A-4 Certificates equal to the Deficiency Amount on such Distribution Date shall be withdrawn from the Policy Payment Account and applied by the Trustee to the payment in full of the Deficiency Amount. Any funds deposited into the Policy Payment Account in respect of the Class I-A-4 Certificates that are remaining therein on the first Business Day following a Distribution Date after the Deficiency Amount has been made to the Certificateholders of such Class shall be remitted in immediately available funds to MBIA, pursuant to the instructions of MBIA, by the end of such Business Day. (c) The Trustee shall keep a complete and accurate record of the Class I-A-4 Interest Loss Amount, the Class I-A-4 Principal Loss Amount and any Non-Supported Interest Shortfall allocated to the Class I-A-4 Certificates once the Reserve Fund has been depleted, paid from moneys received under the Policy. MBIA shall have the right to inspect such records at reasonable times upon one Business Day's 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 distributions in reduction of the principal balance of or interest on a Class I-A-4 Certificate has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall so notify MBIA and shall comply with the provisions of the Policy to obtain payment by MBIA of such avoided distribution, and shall, at the time it provides notice to MBIA, notify, by mail to Holders of the Certificates of such Class that, in the event that any Holder's distribution 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 by the Trustee and the Trustee shall furnish to MBIA its records evidencing the distributions in reduction of the principal balance of and interest (including any Non-Supported Interest Shortfall described in Section 4.08(c)) on the Class I-A-4 Certificates, if any, which have been made by the Trustee and subsequently recovered from Holders, and the dates on which such distributions were made. Such payment under the Policy shall be disbursed to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order and not to the Trustee or any Class I-A-4 Certificateholder directly (unless such Certificateholder has previously paid such amount to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order, in which case such payment shall be disbursed to the Trustee for distribution to such Certificateholder upon proof of such payment reasonably satisfactory to MBIA). (e) The Trustee shall promptly notify MBIA of any proceeding or the institution of any action seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership or similar law (a "Preference Claim") of any distribution made with respect to the Class I-A-4 Certificates as to which it has actual knowledge. Each Holder of a Class I-A-4 Certificate, by its purchase of such Certificates, and the Trustee agrees that MBIA (so long as no MBIA Default exists) may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, MBIA shall be subrogated to the rights of the Trustee and each Holder in the conduct of any Preference Claim, including, without limitation, all rights of any party to an adversary proceeding or action with respect to any court order issued in connection with any such Preference Claim. (f) The Trustee acknowledges, and each Holder of a Class I-A-4 Certificate by its acceptance of such Certificate agrees, that without the need for any further action on the part of MBIA or the Trustee, to the extent that MBIA makes payments directly or indirectly on account of principal or interest on any Class I-A-4 Certificate, MBIA shall be fully subrogated to all of the rights of such Certificateholders with respect to any and all amounts paid under the Policy. The Class I-A-4 Certificateholders by acceptance of such Certificates assign their rights as Holders of such Certificates to MBIA to the extent of MBIA's interest with respect to amounts paid under the Policy. Anything herein to the contrary notwithstanding, solely for purposes of determining MBIA's rights, as applicable, as subrogee for payments distributable pursuant to Section 4.01, any payment with respect to distributions to the Class I-A-4 Certificates which is made with funds received pursuant to the terms of the Policy, shall not be considered payment of the Class I-A-4 Certificates from the Trust AdministratorEstate and shall not result in the distribution or the provision for the distribution in reduction of the Principal Balance of the Class I-A-4 Certificates except to the extent such payment has been reimbursed to MBIA pursuant to the terms hereof. (g) The Master Servicer shall designate an MBIA Contact Person who shall be available to MBIA to provide reasonable access to information regarding the Mortgage Loans. The initial MBIA Contact Person is appointed in Section 11.23. (h) The Trustee shall surrender the Policy to MBIA for cancellation upon reduction of the Principal Balance of the Class I-A-4 Certificates to zero. (i) All references herein to the ratings assigned to the Certificates and to the interests of any Certificateholders shall be without regard to the Policy. (j) For so long as there is no continuing default by MBIA under its obligations under the Policy, each Holder of a Class I-A-4 Certificate agrees that MBIA shall be entitled to exercise the voting, consent, directing and other control rights of the Holders of the Class I-A-4 Certificates without consent of such Holders and the Holders of the Class I-A-4 Certificates shall only exercise such rights with the prior written consent of MBIA.

Policy Matters. (a) IfAs soon as possible, and in no event later than 11:00 a.m., New York time, on the second Business Day before immediately preceding each Distribution Date, the Trustee shall determine the amount of funds available for such Distribution Date minus the amount of any FSA Premium and any fee to paid to the Trustee on such Distribution Date (b) If for any Distribution Date, the Trust Administrator Trustee determines that there the funds that will be a available for such Distribution Date distributable to the Holders of the Class A-12 Distribution Deficiency for A-1, Class A-2, Class A-3 or Class A-F Certificates pursuant to Section 4.01 will be insufficient to pay the related Guaranteed Distributions on such Distribution Date, the Trust Administrator Trustee shall determine the amount of any such Class A-12 Distribution Deficiency deficiency and shall give notice to Financial Security FSA and the Fiscal Agent (as defined in the FSA Policy), if any, by telephone or telecopy of the amount of such deficiency deficiency, confirmed in writing by notice substantially in the Notice form of Nonpayment Exhibit A to the FSA Policy by 12:00 noon, New York City time time, on such second Business Day. The Trustee's responsibility for delivering the notice to FSA, as provided in the preceding sentence is limited to the availability, timeliness and accuracy of the information provided by each Servicer. The Notice shall constitute a claim for payment pursuant to the FSA Policy. (bc) The Trustee shall receive as attorney-in-fact of each Holder of a Class A-1, Class A-2, Class A-3 or Class A-F Certificate, any Guaranteed Distributions from FSA and disburse the same to each Holder of a Class A-1, Class A-2, Class A-3 or Class A-F Certificate in accordance with the provisions of this Article IV. Guaranteed Distributions disbursed by the 01. The Trustee hereby agrees on behalf of each Holder of a Class A-1, Class A-2, Class A-3 or Class A-F Certificate for the benefit of FSA that it and they recognize that to the extent that FSA makes Guaranteed Distributions, either directly or indirectly (as by paying through the Trustee), to the Class A-1, Class A-2, Class A-3 or Class A-F Certificateholders, FSA will be entitled to receive the FSA Reimbursement Amount pursuant to Section 4.01. (d) It is understood and agreed that the intention of the parties is that FSA shall not be entitled to reimbursement on any Distribution Date for amounts previously paid by it unless on such Distribution Date the Holders of the Class A-1, Class A-2, Class A-3 or Class A-F Certificates shall also have received the full amount of the Guaranteed Distributions for such Distribution Date. (e) In the event the Trustee receives a certified copy of an order of the appropriate court that any payment of principal or interest on a Class A-1, Class A-2, Class A-3 or Class A-F Certificate has been voided xx xxxxx xx xn part as a preference payment under applicable bankruptcy law, the Trustee shall (i) promptly notify FSA and the Fiscal Agent, if any, and (ii) comply with the provisions of the FSA Policy to obtain payment by FSA of such voided payment. In addition, the Trustee shall mail notice to all Holders of the Class A-1, Class A-2, Class A-3 and Class A-F 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 FSA Policy a copy of which shall be made available to such Holders by the Trustee. The Trustee shall furnish to FSA and the Fiscal Agent, if any, its records listing the payments on the affected Class A-1, Class A-2, Class A-3 and Class A-F Certificates, if any, that xxxx xxxx xxxe by the Trustee and subsequently recovered from the affected Holders, and the dates on which such payments were made by the Trustee. (f) At the time of the execution hereof, and delivery of this Agreementfor the purposes hereof, the Trust Administrator Trustee shall establish a separate special purpose trust account in the name of the Trust Administrator Trustee for the benefit of Holders of the Class A-12 A-1, Class A-2, Class A-3 and Class A-F Certificates referred to herein as (the "Policy Payments FSA Account" ") over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator FSA Account shall be an Eligible Account. The Trustee shall deposit any amounts amount paid under the FSA Policy into the Policy Payments FSA Account and distribute such amounts amount only for the purposes of payment making the payments to Holders of the Class A-12 A-1, Class A-2, Class A-3 and Class A-F Certificates in respect of the Class A-12 Distribution Deficiency Guaranteed Distributions for which a the related claim was made and such amounts may not be applied to satisfy any costs, expenses or liabilities of the Trust Administrator or the Trust Estate. Amounts paid under the Policy FSA Policy. Such amounts shall be disbursed allocated by the Trust Administrator Trustee to Holders of the Class A-12 A-1, Class A-2, Class A-3 and Class A-F Certificates affected by such shortfalls in the same manner as distributions in reduction of the principal balance of and interest on the payments are to be allocated with respect to such Certificates of such Class are made under pursuant to Section 4.01(f)4.01. It shall not be necessary for such payments of the Class A-12 Distribution Deficiency to be made by checks or wire transfers separate separated from the check checks or wire transfer transfers used to pay distributions in reduction of make regular payments hereunder with funds withdrawn from the principal balance of and interest Certificate Account. However, any payments made on the Class A-12 A-1, Class A-2, Class A-3 and Class A-F Certificates with funds available to make such distributions. However, the amount of any distribution to be paid from funds transferred from the Policy Payments Account in xxx XXX Xxxxxnt shall be noted as provided in subsection (ch) below and in the statement to be furnished to Holders of the Class A-12 Certificates and Financial Security pursuant to Section 4.04below. Funds held in the Policy Payments FSA Account shall not be invested by the Trustee. 108 (g) Any funds received from FSA for deposit into the FSA Account pursuant to the FSA Policy in respect of a Distribution Date or otherwise as a result of any claim under the FSA Policy shall be applied by the Trustee directly to the payment in full (i) of the Guaranteed Distributions due on such Distribution Date on the Class A-1, Class A-2, Class A-3 and Class A-F Certificates, or (ii) of other amounts payable under the FSA Policy. Funds received by the Trustee as a result of any claim under the FSA Policy shall be used solely for payment to the Holders of the Class A-1, Class A-2, Class A-3 and Class A-F Certificates and may not be applied for any other purpose, including, without limitation, satisfaction of any costs, expenses or liabilities of the Trustee, any Servicer or the Trust AdministratorFund. Any funds (other than funds deposited therein in respect of a Preference Amount payable under the FSA Policy) remaining in the FSA Account on the first Business Day after each Distribution Date shall be remitted promptly to FSA pursuant to the written instruction of FSA. (h) The Trustee shall keep complete and accurate records in respect of (i) all funds remitted to it by FSA and deposited into the FSA Account and (ii) the allocation of such funds to payments of interest on and principal in respect of any Class A-1, Class A-2, Class A-3 or Class A-F Certificates. FSA shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days' prior notice to the Trustee. (i) The Trustee acknowledges, and each Holder of a Class A-1, Class A-2, Class A-3 or Class A-F Certificate by its acceptance of the Class A-1, Class A-2, Class A-3 or Class A-F Certificate agrees, that, without the need for any further action on the part of FSA or the Trustee, to the extent FSA makes payments, directly or indirectly, on account of principal of or interest on any Class A-1, Class A-2, Class A-3 or Class A-F Certificates, FSA will be fxxxx xxxxxxxxxd to the rights of the Holders of such Class A-1, Class A-2, Class A-3 or Class A-F Certificates to receive such principal and interest from the Trust Fund. The Holders of the Class A-1, Class A-2, Class A-3 or Class A-F Certificates, by acceptance of the Class A-1, Class A-2, Class A-3 or Class A-F Certificates, assign their rights as Holders of the Class A-1, Class A-2, Class A-3 or Class A-F Certificates to the extent of FSA's interest with respect to amounts paid under the Certificate Insurance Policy. Anything herein to the contrary notwithstanding, solely for purposes of determining FSA's rights, as applicable, as subrogee for payments distributable pursuant to Section 4.01, any payment with respect to distributions to the Class A-1, Class A-2, Class A-3 or Class A-F Certificates which is made with funds received pursuant to the terms of the FSA Policy, shall not be considered payment of the Class A-1, Class A-2, Class A-3 or Class A-F Certificates from the Trust Fund and shall not result in the distribution or the provision for the distribution in reduction of the Class Principal Balance of the Class A-1, Class A-2, Class A-3 or Class A-F Certificates except to the extent such payment has been reimbursed to FSA pursuant to the terms hereof. (j) Upon a Responsible Officer of the Trustee becoming aware of the occurrence of an Event of Default, the Trustee shall promptly notify FSA of such Event of Default. (k) The Trustee shall promptly notify FSA of either of the following as to which a Responsible Officer of the Trustee has actual knowledge: (A) the commencement of any proceeding by or against the Depositor commenced under the United States bankruptcy code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an 109 "Insolvency Proceeding") and (B) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a "Preference Claim") of any distribution made with respect to the Class A-1, Class A-2, Class A-3 or Class A-F Certificates as to which it has actual knowledge. Each Holder of a Class A-1, Class A-2, Class A-3 or Class A-F Certificate, by its purchase of Class A-1, Class A-2, Class A-3 or Class A-F Certificates, and the Trustee hereby agrees that FSA (so long as no FSA Default exists) may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedes or performance bond pending any such appeal. In addition and without limitation of the foregoing, FSA shall be subrogated to the rights of the Trustee and each Holder of a Class A-1, Class A-2, Class A-3 or Class A-F Certificate in the conduct of any Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim. (l) Each Servicer shall designate at least one FSA Contact Person who shall be available to FSA to provide reasonable access to information regarding the Mortgage Loans. The initial FSA Contact Persons are the Servicing Officers. (m) The Trustee shall surrender the FSA Policy to FSA for cancellation upon the reduction of the Class Principal Balance of the Class A-1, Class A-2, Class A-3 and Class A-F Certificates to zero. (n) The Trustee shall send to FSA the reports prepared pursuant to Sections 3.17 and 3.18 and the statements prepared pursuant to Section 4.04, as well as any other statements or communications sent to Holders of the Class A-1, Class A-2, Class A-3 or Class A-F Certificates, in each case at the same time such reports, statements and communications are otherwise sent. (o) For so long as there is no continuing default by FSA under its obligations under the FSA Policy (an "FSA Default"), each Holder of a Class A-1, Class A-2, Class A-3 or Class A-F Certificate agrees that FSA shall be treated by the Depositor, each Seller, each Servicer and the Trustee as if FSA were the Holder of all of the Class A-1, Class A-2, Class A-3 and Class A-F 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 Class A-1, Class A-2, Class A-3 and Class A-F Certificates hereunder and the holders of the Class A-1, Class A-2, Class A-3 and Class A-F Certificates shall only exercise such rights with the prior written consent of FSA. (p) With respect to this Section 4.07, (i) the terms "Receipt" and "Received" shall mean actual delivery to FSA and its Fiscal Agent, 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 Receipt on the next succeeding Business Day and (ii) "Business Day" means any day other than (A) a Saturday or Sunday or (B) a day on which FSA or banking institutions in the City of New York, New York, or the city in which the Corporate Trust Office of the Trustee is located, are authorized or obligated by law or executive order to be closed. If any notice or certificate given under the FSA Policy by the Trustee is not in proper 110 form or is not properly completed, executed or delivered, it shall be deemed not to have been Received. FSA or its Fiscal Agent, if any, shall promptly so advise the Trustee and the Trustee may submit an amended notice.

Policy Matters. (a) IfAs soon as possible, and in no event later than 11:00 a.m., New York time, on the second Business Day before immediately preceding each Distribution Date, the Trustee shall determine the amount of funds available for such Distribution Date minus the amount of any FSA Premium and any fee to paid to the Trustee on such Distribution Date (b) If for any Distribution Date, the Trust Administrator Trustee determines that there the funds that will be a available for such Distribution Date distributable to the Holders of the Class A-12 Distribution Deficiency for A-1 or Class A-2 Certificates pursuant to Section 4.01 will be insufficient to pay the related Guaranteed Distributions on such Distribution Date, the Trust Administrator Trustee shall determine the amount of any such Class A-12 Distribution Deficiency deficiency and shall give notice to Financial Security FSA and the Fiscal Agent (as defined in the FSA Policy), if any, by telephone or telecopy of the amount of such deficiency deficiency, confirmed in writing by notice substantially in the Notice form of Nonpayment Exhibit A to the FSA Policy by 12:00 noon, New York City time time, on such second Business Day. The Trustee's responsibility for delivering the notice to FSA, as provided in the preceding sentence is limited to the availability, timeliness and accuracy of the information provided by each Servicer. The Notice shall constitute a claim for payment pursuant to the FSA Policy. (bc) The Trustee shall receive as attorney-in-fact of each Holder of a Class A-1 or Class A-2 Certificate, any Guaranteed Distributions from FSA and disburse the same to each Holder of a Class A-1 or Class A-2 Certificate in accordance with the provisions of this Article IV. Guaranteed Distributions disbursed by the Trustee from proceeds of the FSA Policy shall not be considered payment by the Trust nor shall such payments discharge the obligation of the Trust with respect to such Class A-1 or Class A-2 Certificate, and FSA shall become the owner of such unpaid amounts due from the Trust in respect of such Guaranteed Distributions as the deemed assignee of such Holder and shall be entitled to receive the FSA Reimbursement Amount pursuant to Section 4. 01. The Trustee hereby agrees on behalf of each Holder of a Class A-1 or Class A-2 Certificate for the benefit of FSA that it and they recognize that to the extent that FSA makes Guaranteed Distributions, either directly or indirectly (as by paying through the Trustee), to the Class A-1 or Class A-2 Certificateholders, FSA will be entitled to receive the FSA Reimbursement Amount pursuant to Section 4.01. (d) It is understood and agreed that the intention of the parties is that FSA shall not be entitled to reimbursement on any Distribution Date for amounts previously paid by it unless on such Distribution Date the Holders of the Class A-1 and Class A-2 Certificates shall also have received the full amount of the Guaranteed Distributions for such Distribution Date. (e) In the event the Trustee receives a certified copy of an order of the appropriate court that any payment of principal or interest on a Class A-1 or Class A-2 Certificate has been voided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall (i) promptly notify FSA and the Fiscal Agent, if any, and (ii) comply with the provisions of the FSA Policy to obtain payment by FSA of such voided payment. In addition, the Trustee shall mail notice to all Holders of the Class A-1 and Class A-2 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 FSA Policy a copy of which shall be made available to such Holders by the Trustee. The Trustee shall furnish to FSA and the Fiscal Agent, if any, its records listing the payments on the affected Class A-1 and Class A-2 Certificates, if any, that have been made by the Trustee and subsequently recovered from the affected Holders, and the dates on which such payments were made by the Trustee. (f) At the time of the execution hereof, and delivery of this Agreementfor the purposes hereof, the Trust Administrator Trustee shall establish a separate special purpose trust account in the name of the Trust Administrator Trustee for the benefit of Holders of the Class A-12 A-1 and Class A-2 Certificates referred to herein as (the "Policy Payments FSA Account" ") over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator FSA Account shall be an Eligible Account. The Trustee shall deposit any amounts amount paid under the FSA Policy into the Policy Payments FSA Account and distribute such amounts amount only for the purposes of payment making the payments to Holders of the Class A-12 A-1 and Class A-2 Certificates in respect of the Class A-12 Distribution Deficiency Guaranteed Distributions for which a the related claim was made and such amounts may not be applied to satisfy any costs, expenses or liabilities of the Trust Administrator or the Trust Estate. Amounts paid under the Policy FSA Policy. Such amounts shall be disbursed allocated by the Trust Administrator Trustee to Holders of the Class A-12 A-1 and Class A-2 Certificates affected by such shortfalls in the same manner as distributions in reduction of the principal balance of and interest on the payments are to be allocated with respect to such Certificates of such Class are made under pursuant to Section 4.01(f)4.01. It shall not be necessary for such payments of the Class A-12 Distribution Deficiency to be made by checks or wire transfers separate separated from the check checks or wire transfer transfers used to pay distributions in reduction of make regular payments hereunder with funds withdrawn from the principal balance of and interest Certificate Account. However, any payments made on the Class A-12 A-1 and Class A-2 Certificates with funds available to make such distributions. However, the amount of any distribution to be paid from funds transferred from in the Policy Payments FSA Account shall be noted as provided in subsection (ch) below and in the statement to be furnished to Holders of the Class A-12 Certificates and Financial Security pursuant to Section 4.04below. Funds held in the Policy Payments FSA Account shall not be invested by the Trustee. (g) Any funds received from FSA for deposit into the FSA Account pursuant to the FSA Policy in respect of a Distribution Date or otherwise as a result of any claim under the FSA Policy shall be applied by the Trustee directly to the payment in full (i) of the Guaranteed Distributions due on such Distribution Date on the Class A-1 and Class A-2 Certificates, or (ii) of other amounts payable under the FSA Policy. Funds received by the Trustee as a result of any claim under the FSA Policy shall be used solely for payment to the Holders of the Class A-1 and Class A-2 Certificates and may not be applied for any other purpose, including, without limitation, satisfaction of any costs, expenses or liabilities of the Trustee, any Servicer or the Trust AdministratorFund. Any funds (other than funds deposited therein in respect of a Preference Amount payable under the FSA Policy) remaining in the FSA Account on the first Business Day after each Distribution Date shall be remitted promptly to FSA pursuant to the written instruction of FSA.

Policy Matters. (a) If, on the second Business Day before any Distribution Date, the Trust Administrator Trustee determines that there will be a Class A-12 A-7 Distribution Deficiency or Class A-18 Distribution Deficiency for such Distribution Date, the Trust Administrator Trustee shall determine the amount of such Class A-12 A-7 Distribution Deficiency or Class A-18 Distribution Deficiency and shall give notice to Financial Security Ambac by telephone or telecopy of the amount of such deficiency confirmed in writing by the Notice of Nonpayment by 12:00 noon, New York City time on such second Business Day. (b) At the time of the execution and delivery of this Agreement, the Trust Administrator Trustee shall establish a separate special purpose trust account in the name of the Trust Administrator Trustee for the benefit of Holders of the Class A-12 A-7 or Class A-18 Certificates 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 amounts paid under the Policy into the Policy Payments Account and distribute such amounts only for purposes of payment to Holders of the Class A-12 A-7 or Class A-18 Certificates of the Class A-12 A-7 Distribution Deficiency or Class A-18 Distribution Deficiency for which a claim was made and such amounts may not be applied to satisfy any costs, expenses or liabilities of the Trust Administrator Trustee or the Trust Estate. Amounts paid under the Policy shall be disbursed by the Trust Administrator Trustee to Holders of the Class A-12 A-7 or Class A-18 Certificates in the same manner as distributions in reduction of the principal balance of and interest on the Certificates of such Class are made under Section 4.01(f4.01(e). It shall not be necessary for such payments of the Class A-12 A-7 Distribution Deficiency or Class A-18 Distribution Deficiency to be made by checks or wire transfers separate from the check or wire transfer used to pay distributions in reduction of the principal balance of and interest on the Class A-12 A-7 or Class A-18 Certificates with funds available to make such distributions. However, the amount of any distribution to be paid from funds transferred from the Policy Payments Account shall be noted as provided in (c) below and in the statement to be furnished to Holders of the Class A-12 A-7 or Class A-18 Certificates and Financial Security Ambac pursuant to Section 4.04. Funds held in the Policy Payments Account shall not be invested by the Trust AdministratorTrustee.

Policy Matters. (a) IfAs soon as possible, and in no event later than 11:00 a.m., New York time, on the second Business Day before immediately preceding each Distribution Date, the Trustee shall determine the amount of funds available for such Distribution Date minus the amount of any Certificate Insurer Premium and any fee to paid to the Trustee on such Distribution Date. (b) If for any Distribution Date, the Trust Administrator Trustee determines that there the funds that will be a available for such Distribution Date distributable to the Holders of the Class A-12 Distribution Deficiency for A-4 and Class A-5 Certificates pursuant to Section 4.01 will be insufficient to pay the related Guaranteed Distributions on such Distribution Date, the Trust Administrator Trustee shall determine the amount of any such Class A-12 Distribution Deficiency deficiency and shall give notice to Financial Security the Certificate Insurer and the Fiscal Agent (as defined in the Certificate Insurance Policy), if any, by telephone or telecopy of the amount of such deficiency deficiency, confirmed in writing by notice substantially in the Notice form of Nonpayment Exhibit A to the Certificate Insurance Policy by 12:00 noon, New York City time time, on such second Business Day. The Trustee’s responsibility for delivering the notice to the Certificate Insurer, as provided in the preceding sentence is limited to the availability, timeliness and accuracy of the information provided by each Servicer. The Notice shall constitute a claim for payment pursuant to the Certificate Insurance Policy. (bc) The Trustee shall receive as attorney-in-fact of each Holder of a Class A-4 and Class A-5 Certificate, any Guaranteed Distributions from the Certificate Insurer and disburse the same to each Holder of a Class A-4 or Class A-5 Certificate in accordance with the provisions of this Article IV. Guaranteed Distributions disbursed by the Trustee from proceeds of the Certificate Insurance Policy shall not be considered payment by the Trust nor shall such payments discharge the obligation of the Trust with respect to such Class A-4 or Class A-5 Certificate, and the Certificate Insurer shall become the owner of such unpaid amounts due from the Trust in respect of such Guaranteed Distributions as the deemed assignee of such Holder and shall be entitled to receive the Certificate Insurer Reimbursement Amount pursuant to Section 4.01. The Trustee hereby agrees on behalf of each Holder of a Class A-4 or Class A-5 Certificate for the benefit of the Certificate Insurer that it and they recognize that to the extent that the Certificate Insurer makes Guaranteed Distributions, either directly or indirectly (as by paying through the Trustee), to the Class A-4 or Class A-5 Certificateholders, the Certificate Insurer will be entitled to receive the Certificate Insurer Reimbursement Amount pursuant to Section 4.01. (d) It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to reimbursement on any Distribution Date for amounts previously paid by it unless on such Distribution Date the Holders of the Class A-4 and Class A-5 Certificates shall also have received the full amount of the Guaranteed Distributions for such Distribution Date. (e) In the event the Trustee receives a certified copy of an order of the appropriate court that any payment of principal or interest on a Class A-4 or Class A-5 Certificate has been voided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall (i) promptly notify the Certificate Insurer and the Fiscal Agent, if any, and (ii) comply with the provisions of the Certificate Insurance Policy to obtain payment by the Certificate Insurer of such voided payment. In addition, the Trustee shall mail notice to all Holders of the Class A-4 and Class A-5 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 Certificate Insurance Policy a copy of which shall be made available to such Holders by the Trustee. The Trustee shall furnish to the Certificate Insurer and the Fiscal Agent, if any, its records listing the payments on the affected Class A-4 and Class A-5 Certificates, if any, that have been made by the Trustee and subsequently recovered from the affected Holders, and the dates on which such payments were made by the Trustee. (f) At the time of the execution hereof, and delivery of this Agreementfor the purposes hereof, the Trust Administrator Trustee shall establish a separate special purpose trust account in the name of the Trust Administrator Trustee for the benefit of Holders of the Class A-12 A-4 and Class A-5 Certificates referred to herein as (the "Policy Payments “Certificate Insurer Account" ”) over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Certificate Insurer Account shall be an Eligible Account. The Trustee shall deposit any amounts amount paid under the Certificate Insurance Policy into the Policy Payments Certificate Insurer Account and distribute such amounts amount only for the purposes of payment making the payments to Holders of the Class A-12 A-4 and Class A-5 Certificates in respect of the Class A-12 Distribution Deficiency Guaranteed Distributions for which a the related claim was made and such amounts may not be applied to satisfy any costs, expenses or liabilities of the Trust Administrator or the Trust Estate. Amounts paid under the Policy Certificate Insurance Policy. Such amounts shall be disbursed allocated by the Trust Administrator Trustee to Holders of the Class A-12 A-4 and Class A-5 Certificates affected by such shortfalls in the same manner as distributions in reduction of the principal balance of and interest on the payments are to be allocated with respect to such Certificates of such Class are made under pursuant to Section 4.01(f)4.01. It shall not be necessary for such payments of the Class A-12 Distribution Deficiency to be made by checks or wire transfers separate separated from the check checks or wire transfer transfers used to pay distributions in reduction of make regular payments hereunder with funds withdrawn from the principal balance of and interest Certificate Account. However, any payments made on the Class A-12 A-4 and Class A-5 Certificates with funds available to make such distributions. However, the amount of any distribution to be paid from funds transferred from in the Policy Payments Certificate Insurer Account shall be noted as provided in subsection (ch) below and in the statement to be furnished to Holders of the Class A-12 Certificates and Financial Security pursuant to Section 4.04below. Funds held in the Policy Payments Certificate Insurer Account shall not be invested by the Trustee. (g) Any funds received from the Certificate Insurer for deposit into the Certificate Insurer Account pursuant to the Certificate Insurance Policy in respect of a Distribution Date or otherwise as a result of any claim under the Certificate Insurance Policy shall be applied by the Trustee directly to the payment in full (i) of the Guaranteed Distributions due on such Distribution Date on the Class A-4 and Class A-5 Certificates, or (ii) of other amounts payable under the Certificate Insurance Policy. Funds received by the Trustee as a result of any claim under the Certificate Insurance Policy shall be used solely for payment to the Holders of the Class A-4 and Class A-5 Certificates and may not be applied for any other purpose, including, without limitation, satisfaction of any costs, expenses or liabilities of the Trustee, any Servicer, the Master Servicer or the Trust AdministratorFund. Any funds (other than funds deposited therein in respect of a Preference Amount payable under the Certificate Insurance Policy) remaining in the Certificate Insurer Account on the first Business Day after each Distribution Date shall be remitted promptly to the Certificate Insurer pursuant to the written instruction of the Certificate Insurer. (h) The Trustee shall keep complete and accurate records in respect of (i) all funds remitted to it by the Certificate Insurer and deposited into the Certificate Insurer Account and (ii) the allocation of such funds to payments of interest on and principal in respect of any Class A-4 and Class A-5 Certificates. 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 Trustee. (i) The Trustee acknowledges, and each Holder of a Class A-4 or Class A-5 Certificate by its acceptance of the Class A-4 or Class A-5 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 Class A-4 or Class A-5 Certificates, the Certificate Insurer will be fully subrogated to the rights of the Holders of such Class A-4 or Class A-5 Certificates to receive such principal and interest from the Trust Fund. The Holders of the Class A-4 and Class A-5 Certificates, by acceptance of the Class A-4 or Class A-5 Certificates, assign their rights as Holders of the Class A-4 or Class A-5 Certificates to the extent of the Certificate Insurer’s interest with respect to amounts paid under the Certificate Insurance Policy. Anything herein to the contrary notwithstanding, solely for purposes of determining 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 Class A-4 or Class A-5 Certificates which is made with funds received pursuant to the terms of the Certificate Insurance Policy, shall not be considered payment of the Class A-4 or Class A-5 Certificates from the Trust Fund and shall not result in the distribution or the provision for the distribution in reduction of the Class Principal Balance of the Class A-4 or Class A-5 Certificates except to the extent such payment has been reimbursed to the Certificate Insurer pursuant to the terms hereof. (j) Upon a Responsible Officer of the Trustee becoming aware of the occurrence of an Event of Default, the Trustee shall promptly notify the Certificate Insurer of such Event of Default. (k) The Trustee shall promptly notify the Certificate Insurer of either of the following as to which a Responsible Officer of the Trustee has actual knowledge: (A) the commencement of any proceeding by or against the Depositor commenced under the United States bankruptcy code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an “Insolvency Proceeding”) and (B) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a “Preference Claim”) of any distribution made with respect to the Class A-4 or Class A-5 Certificates as to which it has actual knowledge. Each Holder of a Class A-4 or Class A-5 Certificate, by its purchase of Class A-4 or Class A-5 Certificates, and the Trustee hereby agrees that the Certificate Insurer (so long as no Certificate Insurer Default exists) may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, 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 Trustee and each Holder of a Class A-4 or Class A-5 Certificate in the conduct of any Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim. (l) Each Servicer and the Master Servicer shall designate at least one Person as the Certificate Insurer Contact Person who shall be available to the Certificate Insurer to provide reasonable access to information regarding the Mortgage Loans. The initial Certificate Insurer Contact Persons are the Servicing Officers. (m) The Trustee shall surrender the Certificate Insurance Policy to the Certificate Insurer for cancellation upon the reduction of the Class Principal Balance of the Class A-4 and Class A-5 Certificates to zero. (n) All notices, statements, reports, certificates or opinions required by this Agreement to be sent to the Trustee, the Rating Agencies or the Holders of the Class A-4 or Class A-5 Certificates (including without limitation the reports prepared pursuant to Sections 3.17 and 3.18 and the statements prepared pursuant to Section 4.04) shall also be sent, at the same time such reports are otherwise sent, by overnight delivery, telecopy or email to the Certificate Insurer at Financial Security Assurance Inc., 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxxxxxxxxx@xxx.xxx. (o) For so long as there is no continuing default by the Certificate Insurer under its obligations under the Certificate Insurance Policy (an “Certificate Insurer Default”), each Holder of a Class A-4 or Class A-5 Certificate agrees that the Certificate Insurer shall be treated by the Depositor, the Seller, the Servicers, the Master Servicer and the Trustee as if the Certificate Insurer were the Holder of all of the Class A-4 and Class A-5 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 Class A-4 or Class A-5 Certificates hereunder and the holders of the Class A-4 and Class A-5 Certificates shall only exercise such rights with the prior written consent of the Certificate Insurer. (p) With respect to this Section 4.08, (i) the terms “Receipt” and “

Policy Matters. (a) If, on the second third Business Day before any Distribution Date, the Trust Administrator Trustee determines that there will be a Class A-12 Distribution Deficiency Amount for such Distribution Date, the Trust Administrator Trustee shall determine the amount of such Class A-12 Distribution Deficiency Amount and shall give notice to Financial Security MBIA by telephone or telecopy of the amount of such deficiency confirmed in writing by the Notice of Nonpayment by 12:00 noon, New York City time on such second third Business Day. (b) At the time of the execution and delivery of this Agreement, the Trust Administrator Trustee shall establish a separate special purpose trust account in the name of the Trust Administrator Trustee for the benefit of Holders of the Class 1-A-12 Certificates referred to herein as the "Policy Payments Payment Account" over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Trustee shall deposit any amounts paid under the Policy into the Policy Payments Payment Account and distribute such amounts only for purposes of payment to Holders of the Class 1-A-12 Certificates of the Class A-12 Distribution Deficiency Insured Payment for which a claim was made and such amounts may not be applied to satisfy any costs, expenses or liabilities of the Trust Administrator Trustee or the Trust Estate. Amounts paid under the Policy shall be disbursed by the Trust Administrator Trustee to Holders of the Class 1-A-12 Certificates in the same manner as distributions in reduction of the principal balance of and interest on the Certificates of such Class are made under Section 4.01(f)5.02. It shall not be necessary for such payments of the Class A-12 Distribution Deficiency Insured Payment to be made by checks or wire transfers separate from the check or wire transfer used to pay distributions in reduction of the principal balance of and interest on the Class 1-A-12 Certificates with funds available to make such distributions. However, the amount of any distribution to be paid from funds transferred from the Policy Payments Payment Account shall be noted as provided in (c) below and in the statement to be furnished to Holders of the Class 1-A-12 Certificates and Financial Security MBIA pursuant to Section 4.045.04. Funds held in the Policy Payments Payment Account shall not be invested by the 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 Trustee as a result of the claim under the Policy to the extent necessary to make distributions on the Class 1-A-12 Certificates equal to the Deficiency Amount on such Distribution Date shall be withdrawn from the Policy Payment Account and applied by the Trustee to the payment in full of the Deficiency Amount. Any funds deposited into the Policy Payment Account in respect of the Class 1-A-12 Certificates that are remaining therein on the first Business Day following a Distribution Date after the Deficiency Amount has been made to the Certificateholders shall be remitted in immediately available funds to MBIA, pursuant to the instructions of MBIA, by the end of such Business Day. (c) The Trustee shall keep a complete and accurate record of the Class 1-A-12 Interest Loss Amount and the Class 1-A-12 Principal Loss Amount paid from moneys received under the Policy. MBIA shall have the right to inspect such records at reasonable times upon one Business Day's 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 distributions in reduction of the principal balance of or interest on a Class 1-A-12 Certificate has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall so notify MBIA and shall comply with the provisions of the Policy to obtain payment by MBIA of such avoided distribution, and shall, at the time it provides notice to MBIA, notify, by mail to Holders of the Certificates that, in the event that any Holder's distribution 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 by the Trustee and the Trustee shall furnish to MBIA its records evidencing the distributions in reduction of the principal balance of and interest on the Class 1-A-12 Certificates, if any, which have been made by the Trustee and subsequently recovered from Holders, and the dates on which such distributions were made. Such payment under the Policy shall be disbursed to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order and not to the Trustee or any Class 1-A-12 Certificateholder directly (unless such Certificateholder has previously paid such amount to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order, in which case such payment shall be disbursed to the Trustee for distribution to such Certificateholder upon proof of such payment reasonably satisfactory to MBIA). (e) The Trustee shall promptly notify MBIA of any proceeding or the institution of any action seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership or similar law (a "Preference Claim") of any distribution made with respect to the Class 1-A-12 Certificates as to which it has actual knowledge. Each Holder of a Class 1-A-12 Certificate, by its purchase of such Certificates and the Trustee hereby agree that MBIA (so long as no MBIA Default exists) may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, MBIA shall be subrogated to the rights of the Trustee and each Holder in the conduct of any Preference Claim, including, without limitation, all rights of any party to an adversary proceeding or action with respect to any court order issued in connection with any such Preference Claim. (f) The Trustee acknowledges, and each Holder of a Class 1-A-12 Certificate by its acceptance of such Certificate agrees, that without the need for any further action on the part of MBIA or the Trustee, to the extent that MBIA makes payments directly or indirectly on account of principal or interest on any Class 1-A-12 Certificate, MBIA shall be fully subrogated to all of the rights of such Certificateholders with respect to any and all amounts paid under the Policy. The Class 1-A-12 Certificateholders by acceptance of such Certificates assign their rights as Holders of such Certificates to MBIA to the extent of MBIA's interest with respect to amounts paid under the Policy. Anything herein to the contrary notwithstanding, solely for purposes of determining MBIA's rights, as applicable, as subrogee for payments distributable pursuant to Section 5.02, any payment with respect to distributions to the Class 1-A-12 Certificates which is made with funds received pursuant to the terms of the Policy, shall not be considered payment of the Class 1-A-12 Certificates from the Trust AdministratorEstate and shall not result in the distribution or the provision for the distribution in reduction of the Class Certificate Balance of the Class 1-A-12 Certificates except to the extent such payment has been reimbursed to MBIA pursuant to the terms hereof. (g) The Servicer shall designate an MBIA Contact Person who shall be available to MBIA to provide reasonable access to information regarding the Mortgage Loans. The initial MBIA Contact Person is Steve Ostrader. (h) The Trustee shall surrender the Policy xx XXXX xxx xancellation upon reduction of the Class Certificate Balance of the Class 1-A-12 Certificates to zero. (i) All references herein to the ratings assigned to the Certificates and to the interests of any Certificateholders shall be without regard to the Policy. (j) For so long as there is no continuing default by MBIA under its obligations under the Policy, each Holder of a Class 1-A-12 Certificate agrees that MBIA shall be entitled to exercise the voting, consent, directing and other control rights of the Holders of the Class 1-A-12 Certificates without consent of such Holders and the Holders of the Class 1-A-12 Certificates shall only exercise such rights with the prior written consent of MBIA.

Policy Matters. (a) If, If on the second third Business Day before any Distribution Date, Date the Trust Administrator Trustee determines that there will be a Class A-12 Distribution Deficiency Amount for such Distribution Date, the Trust Administrator Trustee shall determine the amount of such Class A-12 Distribution Deficiency Amount and shall give notice to Financial Security Assured Guaranty by telephone or telecopy of the amount of such deficiency confirmed in writing by the Notice of Nonpayment by 12:00 noon, New York City time on such second third Business Day. (b) At the time of the execution and delivery of this Agreement, the Trust Administrator Trustee shall establish a separate special purpose trust account in the name of the Trust Administrator Trustee for the benefit of Holders of the Class A-12 1-A-7 Certificates referred to herein as the "Policy Payments Payment Account" over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Trustee shall deposit any amounts paid under the Policy into the Policy Payments Payment Account and distribute such amounts only for purposes of payment to Holders of the Class A-12 1-A-7 Certificates of the Class A-12 Distribution Deficiency Insured Payment for which a claim was made and such amounts may not be applied to satisfy any costs, expenses or liabilities of the Trust Administrator Trustee or the Trust Estate. Amounts paid under the Policy shall be disbursed by the Trust Administrator Trustee to Holders of the Class A-12 1-A-7 Certificates in the same manner as distributions in reduction of the principal balance of and interest on the Certificates of such Class are made under Section 4.01(f)5.02. It shall not be necessary for such payments of the Class A-12 Distribution Deficiency Insured Payment to be made by checks or wire transfers separate from the check or wire transfer used to pay distributions in reduction of the principal balance of and interest on the Class A-12 1-A-7 Certificates with funds available to make such distributions. However, the amount of any distribution to be paid from funds transferred from the Policy Payments Payment Account shall be noted as provided in (c) below and in the statement to be furnished to Holders of the Class A-12 1-A-7 Certificates and Financial Security Assured Guaranty pursuant to Section 4.045.04. Funds held in the Policy Payments Payment Account shall not be invested by the 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 Trustee as a result of the claim under the Policy to the extent necessary to make distributions on the Class 1-A-7 Certificates equal to the Deficiency Amount on such Distribution Date shall be withdrawn from the Policy Payment Account and applied by the Trustee to the payment in full of the Deficiency Amount. Any funds deposited into the Policy Payment Account in respect of the Class 1-A-7 Certificates that are remaining therein on the first Business Day following a Distribution Date after the Deficiency Amount has been made to the Certificateholders shall be remitted in immediately available funds to Assured Guaranty, pursuant to the instructions of Assured Guaranty, by the end of such Business Day. (c) The Trustee shall keep a complete and accurate record of the Class 1-A-7 Interest Loss Amount and the Class 1-A-7 Principal Loss Amount paid from moneys received under the Policy. Assured Guaranty shall have the right to inspect such records at reasonable times upon one Business Day's 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 distributions in reduction of the principal balance of or interest on a Class 1-A-7 Certificate has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall so notify Assured Guaranty and shall comply with the provisions of the Policy to obtain payment by Assured Guaranty of such avoided distribution, and shall, at the time it provides notice to Assured Guaranty, notify, by mail to Holders of the Certificates that, in the event that any Holder's distribution 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 by the Trustee and the Trustee shall furnish to Assured Guaranty its records evidencing the distributions in reduction of the principal balance of and interest on the Class 1-A-7 Certificates, if any, which have been made by the Trustee and subsequently recovered from Holders, and the dates on which such distributions were made. Such payment under the Policy shall be disbursed to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order and not to the Trustee or any Class 1-A-7 Certificateholder directly (unless such Certificateholder has previously paid such amount to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order, in which case such payment shall be disbursed to the Trustee for distribution to such Certificateholder upon proof of such payment reasonably satisfactory to Assured Guaranty). (e) The Trustee shall promptly notify Assured Guaranty of any proceeding or the institution of any action seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership or similar law (a "Preference Claim") of any distribution made with respect to the Class 1-A-7 Certificates as to which it has actual knowledge. Each Holder of a Class 1-A-7 Certificate, by its purchase of such Certificates and the Trustee hereby agree that Assured Guaranty (so long as no Assured Guaranty Default exists) may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, Assured Guaranty shall be subrogated to the rights of the Trustee and each Holder in the conduct of any Preference Claim, including, without limitation, all rights of any party to an adversary proceeding or action with respect to any court order issued in connection with any such Preference Claim. (f) The Trustee acknowledges, and each Holder of a Class 1-A-7 Certificate by its acceptance of such Certificate agrees, that without the need for any further action on the part of Assured Guaranty or the Trustee, to the extent that Assured Guaranty makes payments directly or indirectly on account of principal or interest on any Class 1-A-7 Certificate, Assured Guaranty shall be fully subrogated to all of the rights of such Certificateholders with respect to any and all amounts paid under the Policy. The Class 1-A-7 Certificateholders by acceptance of such Certificates assign their rights as Holders of such Certificates to Assured Guaranty to the extent of Assured Guaranty's interest with respect to amounts paid under the Policy. Anything herein to the contrary notwithstanding, solely for purposes of determining Assured Guaranty's rights, as applicable, as subrogee for payments distributable pursuant to Section 5.02, any payment with respect to distributions to the Class 1-A-7 Certificates which is made with funds received pursuant to the terms of the Policy, shall not be considered payment of the Class 1-A-7 Certificates from the Trust AdministratorEstate and shall not result in the distribution or the provision for the distribution in reduction of the Class Certificate Balance of the Class 1-A-7 Certificates except to the extent such payment has been reimbursed to Assured Guaranty pursuant to the terms hereof. (g) The Servicer shall designate an Assured Guaranty Contact Person who shall be available to Assured Guaranty to provide reasonable access to information regarding the Mortgage Loans. The initial Assured Guaranty Contact Person is Judy Lowman. (h) The Trustee shall surrender the Policy to Xxxxxxx Xxaranty for cancellation upon reduction of the Class Certificate Balance of the Class 1-A-7 Certificates to zero. (i) All references herein to the ratings assigned to the Certificates and to the interests of any Certificateholders shall be without regard to the Policy. (j) For so long as there is no continuing default by Assured Guaranty under its obligations under the Policy, each Holder of a Class 1-A-7 Certificate agrees that Assured Guaranty shall be entitled to exercise the voting, consent, directing and other control rights of the Holders of the Class 1-A-7 Certificates without consent of such Holders and the Holders of the Class 1-A-7 Certificates shall only exercise such rights with the prior written consent of Assured Guaranty.

Policy Matters. (a) If, on the second third Business Day before any Distribution Date, the Trust Administrator Trustee determines that there will be a Class A-12 Distribution Deficiency Amount for such Distribution Date, the Trust Administrator Trustee shall determine the amount of such Class A-12 Distribution Deficiency Amount and shall give notice to Financial Security MBIA by telephone or telecopy of the amount of such deficiency confirmed in writing by the Notice of Nonpayment by 12:00 noon, New York City time on such second third Business Day. (b) At the time of the execution and delivery of this Agreement, the Trust Administrator Trustee shall establish a separate special purpose trust account in the name of the Trust Administrator Trustee for the benefit of Holders of the Class A-12 A-8 Certificates referred to herein as the "Policy Payments Payment Account" over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Trustee shall deposit any amounts paid under the Policy into the Policy Payments Payment Account and distribute such amounts only for purposes of payment to Holders of the Class A-12 A-8 Certificates of the Class A-12 Distribution Deficiency Insured Payment for which a claim was made and such amounts may not be applied to satisfy any costs, expenses or liabilities of the Trust Administrator Trustee or the Trust Estate. Amounts paid under the Policy shall be disbursed by the Trust Administrator Trustee to Holders of the Class A-12 A-8 Certificates in the same manner as distributions in reduction of the principal balance of and interest on the Certificates of such Class are made under Section 4.01(f). It shall not be necessary for such payments of the Class A-12 Distribution Deficiency Insured Payment to be made by checks or wire transfers separate from the check or wire transfer used to pay distributions in reduction of the principal balance of and interest on the Class A-12 A-8 Certificates with funds available to make such distributions. However, the amount of any distribution to be paid from funds transferred from the Policy Payments Payment Account shall be noted as provided in (c) below and in the statement to be furnished to Holders of the Class A-12 A-8 Certificates and Financial Security MBIA pursuant to Section 4.04. Funds held in the Policy Payments Payment Account shall not be invested by the 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 Trustee as a result of the claim under the Policy to the extent necessary to make distributions on the Class A-8 Certificates equal to the Deficiency Amount on such Distribution Date shall be withdrawn from the Policy Payment Account and applied by the Trustee to the payment in full of the Deficiency Amount. Any funds deposited into the Policy Payment Account in respect of the Class A-8 Certificates that are remaining therein on the first Business Day following a Distribution Date after the Deficiency Amount has been made to the Certificateholders of such Class shall be remitted in immediately available funds to MBIA, pursuant to the instructions of MBIA, by the end of such Business Day. (c) The Trustee shall keep a complete and accurate record of the Class A-8 Interest Loss Amount, the Class A-8 Principal Loss Amount and any Non-Supported Interest Shortfall allocated to the Class A-8 Certificates once the Reserve Fund has been depleted, paid from moneys received under the Policy. MBIA shall have the right to inspect such records at reasonable times upon one Business Day's 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 distributions in reduction of the principal balance of or interest on a Class A-8 Certificate has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall so notify MBIA and shall comply with the provisions of the Policy to obtain payment by MBIA of such avoided distribution, and shall, at the time it provides notice to MBIA, notify, by mail to Holders of the Certificates of such Class that, in the event that any Holder's distribution 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 by the Trustee and the Trustee shall furnish to MBIA its records evidencing the distributions in reduction of the principal balance of and interest (including any Non-Supported Interest Shortfall described in Section 4.08(c)) on the Class A-8 Certificates, if any, which have been made by the Trustee and subsequently recovered from Holders, and the dates on which such distributions were made. Such payment under the Policy shall be disbursed to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order and not to the Trustee or any Class A-8 Certificateholder directly (unless such Certificateholder has previously paid such amount to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order, in which case such payment shall be disbursed to the Trustee for distribution to such Certificateholder upon proof of such payment reasonably satisfactory to MBIA). (e) The Trustee shall promptly notify MBIA of any proceeding or the institution of any action seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership or similar law (a "Preference Claim") of any distribution made with respect to the Class A-8 Certificates as to which it has actual knowledge. Each Holder of a Class A-8 Certificate, by its purchase of such Certificates and the Trustee hereby agree that MBIA (so long as no MBIA Default exists) may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, MBIA shall be subrogated to the rights of the Trustee and each Holder in the conduct of any Preference Claim, including, without limitation, all rights of any party to an adversary proceeding or action with respect to any court order issued in connection with any such Preference Claim. (f) The Trustee acknowledges, and each Holder of a Class A-8 Certificate by its acceptance of such Certificate agrees, that without the need for any further action on the part of MBIA or the Trustee, to the extent that MBIA makes payments directly or indirectly on account of principal or interest on any Class A-8 Certificate, MBIA shall be fully subrogated to all of the rights of such Certificateholders with respect to any and all amounts paid under the Policy. The Class A-8 Certificateholders by acceptance of such Certificates assign their rights as Holders of such Certificates to MBIA to the extent of MBIA's interest with respect to amounts paid under the Policy. Anything herein to the contrary notwithstanding, solely for purposes of determining MBIA's rights, as applicable, as subrogee for payments distributable pursuant to Section 4.01, any payment with respect to distributions to the Class A-8 Certificates which is made with funds received pursuant to the terms of the Policy, shall not be considered payment of the Class A-8 Certificates from the Trust AdministratorEstate and shall not result in the distribution or the provision for the distribution in reduction of the Principal Balance of the Class A-8 Certificates except to the extent such payment has been reimbursed to MBIA pursuant to the terms hereof. (g) The Master Servicer shall designate an MBIA Contact Person who shall be available to MBIA to provide reasonable access to information regarding the Mortgage Loans. The initial MBIA Contact Person is appointed in Section 11.27. (h) The Trustee shall surrender the Policy to MBIA for cancellation upon reduction of the Principal Balance of the Class A-8 Certificates to zero. (i) All references herein to the ratings assigned to the Certificates and to the interests of any Certificateholders shall be without regard to the Policy. (j) For so long as there is no continuing default by MBIA under its obligations under the Policy, each Holder of a Class A-8 Certificate agrees that MBIA shall be entitled to exercise the voting, consent, directing and other control rights of the Holders of the Class A-8 Certificates without consent of such Holders and the Holders of the Class A-8 Certificates shall only exercise such rights with the prior written consent of MBIA.

Policy Matters. (a) If, on the second third Business Day before any Distribution Date, the Trust Administrator Trustee determines that there will be a Class A-12 Distribution Deficiency Amount for such Distribution Date, the Trust Administrator Trustee shall determine the amount of such Class A-12 Distribution Deficiency Amount and shall give notice to Financial Security MBIA by telephone or telecopy of the amount of such deficiency confirmed in writing by the Notice of Nonpayment by 12:00 noon, New York City time on such second third Business Day. (b) At the time of the execution and delivery of this Agreement, the Trust Administrator Trustee shall establish a separate special purpose trust account in the name of the Trust Administrator Trustee for the benefit of Holders of the Class A-12 A-3 Certificates referred to herein as the "Policy Payments Payment Account" over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Trustee shall deposit any amounts paid under the Policy into the Policy Payments Payment Account and distribute such amounts only for purposes of payment to Holders of the Class A-12 A-3 Certificates of the Class A-12 Distribution Deficiency Insured Payment for which a claim was made and such amounts may not be applied to satisfy any costs, expenses or liabilities of the Trust Administrator Trustee or the Trust Estate. Amounts paid under the Policy shall be disbursed by the Trust Administrator Trustee to Holders of the Class A-12 A-3 Certificates in the same manner as distributions in reduction of the principal balance of and interest on the Certificates of such Class are made under Section 4.01(f). It shall not be necessary for such payments of the Class A-12 Distribution Deficiency Insured Payment to be made by checks or wire transfers separate from the check or wire transfer used to pay distributions in reduction of the principal balance of and interest on the Class A-12 A-3 Certificates with funds available to make such distributions. However, the amount of any distribution to be paid from funds transferred from the Policy Payments Payment Account shall be noted as provided in (c) below and in the statement to be furnished to Holders of the Class A-12 A-3 Certificates and Financial Security MBIA pursuant to Section 4.04. Funds held in the Policy Payments Payment Account shall not be invested by the 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 Trustee as a result of the claim under the Policy to the extent necessary to make distributions on the Class A-3 Certificates equal to the Deficiency Amount on such Distribution Date shall be withdrawn from the Policy Payment Account and applied by the Trustee to the payment in full of the Deficiency Amount. Any funds deposited into the Policy Payment Account in respect of the Class A-3 Certificates that are remaining therein on the first Business Day following a Distribution Date after the Deficiency Amount has been made to the Certificateholders of such Class shall be remitted in immediately available funds to MBIA, pursuant to the instructions of MBIA, by the end of such Business Day. (c) The Trustee shall keep a complete and accurate record of the Class A-3 Interest Loss Amount and the Class A-3 Principal Loss Amount paid from moneys received under the Policy. MBIA shall have the right to inspect such records at reasonable times upon one Business Day's 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 distributions in reduction of the principal balance of or interest on a Class A-3 Certificate has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall so notify MBIA and shall comply with the provisions of the Policy to obtain payment by MBIA of such avoided distribution, and shall, at the time it provides notice to MBIA, notify, by mail to Holders of the Certificates of such Class that, in the event that any Holder's distribution 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 by the Trustee and the Trustee shall furnish to MBIA its records evidencing the distributions in reduction of the principal balance of and interest on the Class A-3 Certificates, if any, which have been made by the Trustee and subsequently recovered from Holders, and the dates on which such distributions were made. Such payment under the Policy shall be disbursed to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order and not to the Trustee or any Class A-3 Certificateholder directly (unless such Certificateholder has previously paid such amount to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order, in which case such payment shall be disbursed to the Trustee for distribution to such Certificateholder upon proof of such payment reasonably satisfactory to MBIA). (e) The Trustee shall promptly notify MBIA of any proceeding or the institution of any action seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership or similar law (a "Preference Claim") of any distribution made with respect to the Class A-3 Certificates as to which it has actual knowledge. Each Holder of a Class A-3 Certificate, by its purchase of such Certificates and the Trustee hereby agrees that MBIA (so long as no MBIA Default exists) may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, MBIA shall be subrogated to the rights of the Trustee and each Holder in the conduct of any Preference Claim, including, without limitation, all rights of any party to an adversary proceeding or action with respect to any court order issued in connection with any such Preference Claim. (f) The Trustee acknowledges, and each Holder of a Class A-3 Certificate by its acceptance of such Certificate agrees, that without the need for any further action on the part of MBIA or the Trustee, to the extent that MBIA makes payments directly or indirectly on account of principal or interest on any Class A-3 Certificate, MBIA shall be fully subrogated to all of the rights of such Certificateholders with respect to any and all amounts paid under the Policy. The Class A-3 Certificateholders by acceptance of such Certificates assign their rights as Holders of such Certificates to MBIA to the extent of MBIA's interest with respect to amounts paid under the Policy. Anything herein to the contrary notwithstanding, solely for purposes of determining MBIA's rights, as applicable, as subrogee for payments distributable pursuant to Section 4.01, any payment with respect to distributions to the Class A-3 Certificates which is made with funds received pursuant to the terms of the Policy, shall not be considered payment of the Class A-3 Certificates from the Trust AdministratorEstate and shall not result in the distribution or the provision for the distribution in reduction of the Principal Balance of the Class A-3 Certificates except to the extent such payment has been reimbursed to MBIA pursuant to the terms hereof. (g) The Master Servicer shall designate an MBIA Contact Person who shall be available to MBIA to provide reasonable access to information regarding the Mortgage Loans. The initial MBIA Contact Person is appointed in Section 11.27. (h) The Trustee shall surrender the Policy to MBIA for cancellation upon reduction of the Principal Balance of the Class A-3 Certificates to zero. (i) All references herein to the ratings assigned to the Certificates and to the interests of any Certificateholders shall be without regard to the Policy. For so long as there is no continuing default by MBIA under its obligations under the Policy, each Holder of a Class A-3 Certificate agrees that MBIA shall be entitled to exercise the voting, consent, directing and other control rights of the Holders of the Class A-3 Certificates without consent of such Holders and the Holders of the Class A-3 Certificates shall only exercise such rights with the prior written consent of MBIA.

Policy Matters. (a) IfAs soon as possible, and in no event later than 11:00 a.m., New York time, on the second Business Day before immediately preceding each Distribution Date, the Trustee shall determine the amount of funds available for such Distribution Date minus the amount of any FSA Premium and any fee to paid to the Trustee on such Distribution Date. (b) If for any Distribution Date, the Trust Administrator Trustee determines that there the funds that will be a available for such Distribution Date distributable to the Holders of the Class A-12 Distribution Deficiency for A-1 or Class A-4 Certificates pursuant to Section 4.01 will be insufficient to pay the related Guaranteed Distributions on such Distribution Date, the Trust Administrator Trustee shall determine the amount of any such Class A-12 Distribution Deficiency deficiency and shall give notice to Financial Security FSA and the Fiscal Agent (as defined in the FSA Policy), if any, by telephone or telecopy of the amount of such deficiency deficiency, confirmed in writing by notice substantially in the Notice form of Nonpayment Exhibit A to the FSA Policy by 12:00 noon, New York City time time, on such second Business Day. The Trustee’s responsibility for delivering the notice to FSA, as provided in the preceding sentence is limited to the availability, timeliness and accuracy of the information provided by each Servicer. The Notice shall constitute a claim for payment pursuant to the FSA Policy. (bc) The Trustee shall receive as attorney-in-fact of each Holder of a Class A-1 or Class A-4 Certificate, any Guaranteed Distributions from FSA and disburse the same to each Holder of a Class A-1 or Class A-4 Certificate in accordance with the provisions of this Article IV. Guaranteed Distributions disbursed by the Trustee from proceeds of the FSA Policy shall not be considered payment by the Trust nor shall such payments discharge the obligation of the Trust with respect to such Class A-1 or Class A-4 Certificate, and FSA shall become the owner of such unpaid amounts due from the Trust in respect of such Guaranteed Distributions as the deemed assignee of such Holder and shall be entitled to receive the FSA Reimbursement Amount pursuant to Section 4.01. The Trustee hereby agrees on behalf of each Holder of a Class A-1 or Class A-4 Certificate for the benefit of FSA that it and they recognize that to the extent that FSA makes Guaranteed Distributions, either directly or indirectly (as by paying through the Trustee), to the Class A-1 or Class A-4 Certificateholders, FSA will be entitled to receive the FSA Reimbursement Amount pursuant to Section 4.01. (d) It is understood and agreed that the intention of the parties is that FSA shall not be entitled to reimbursement on any Distribution Date for amounts previously paid by it unless on such Distribution Date the Holders of the Class A-1 and Class A-4 Certificates shall also have received the full amount of the Guaranteed Distributions for such Distribution Date. (e) In the event the Trustee receives a certified copy of an order of the appropriate court that any payment of principal or interest on a Class A-1 or Class A-4 Certificate has been voided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall (i) promptly notify FSA and the Fiscal Agent, if any, and (ii) comply with the provisions of the FSA Policy to obtain payment by FSA of such voided payment. In addition, the Trustee shall mail notice to all Holders of the Class A-1 and Class A-4 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 FSA Policy a copy of which shall be made available to such Holders by the Trustee. The Trustee shall furnish to FSA and the Fiscal Agent, if any, its records listing the payments on the affected Class A-1 and Class A-4 Certificates, if any, that have been made by the Trustee and subsequently recovered from the affected Holders, and the dates on which such payments were made by the Trustee. (f) At the time of the execution hereof, and delivery of this Agreementfor the purposes hereof, the Trust Administrator Trustee shall establish a separate special purpose trust account in the name of the Trust Administrator Trustee for the benefit of Holders of the Class A-12 A-1 and Class A-4 Certificates referred to herein as (the "Policy Payments “FSA Account" ”) over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator FSA Account shall be an Eligible Account. The Trustee shall deposit any amounts amount paid under the FSA Policy into the Policy Payments FSA Account and distribute such amounts amount only for the purposes of payment making the payments to Holders of the Class A-12 A-1 and Class A-4 Certificates in respect of the Class A-12 Distribution Deficiency Guaranteed Distributions for which a the related claim was made and such amounts may not be applied to satisfy any costs, expenses or liabilities of the Trust Administrator or the Trust Estate. Amounts paid under the Policy FSA Policy. Such amounts shall be disbursed allocated by the Trust Administrator Trustee to Holders of the Class A-12 A-1 and Class A-4 Certificates affected by such shortfalls in the same manner as distributions in reduction of the principal balance of and interest on the payments are to be allocated with respect to such Certificates of such Class are made under pursuant to Section 4.01(f)4.01. It shall not be necessary for such payments of the Class A-12 Distribution Deficiency to be made by checks or wire transfers separate separated from the check checks or wire transfer transfers used to pay distributions in reduction of make regular payments hereunder with funds withdrawn from the principal balance of and interest Certificate Account. However, any payments made on the Class A-12 A-1 and Class A-4 Certificates with funds available to make such distributions. However, the amount of any distribution to be paid from funds transferred from in the Policy Payments FSA Account shall be noted as provided in subsection (ch) below and in the statement to be furnished to Holders of the Class A-12 Certificates and Financial Security pursuant to Section 4.04below. Funds held in the Policy Payments FSA Account shall not be invested by the Trustee. (g) Any funds received from FSA for deposit into the FSA Account pursuant to the FSA Policy in respect of a Distribution Date or otherwise as a result of any claim under the FSA Policy shall be applied by the Trustee directly to the payment in full (i) of the Guaranteed Distributions due on such Distribution Date on the Class A-1 and Class A-4 Certificates, or (ii) of other amounts payable under the FSA Policy. Funds received by the Trustee as a result of any claim under the FSA Policy shall be used solely for payment to the Holders of the Class A-1 and Class A-4 Certificates and may not be applied for any other purpose, including, without limitation, satisfaction of any costs, expenses or liabilities of the Trustee, any Servicer or the Trust AdministratorFund. Any funds (other than funds deposited therein in respect of a Preference Amount payable under the FSA Policy) remaining in the FSA Account on the first Business Day after each Distribution Date shall be remitted promptly to FSA pursuant to the written instruction of FSA. (h) The Trustee shall keep complete and accurate records in respect of (i) all funds remitted to it by FSA and deposited into the FSA Account and (ii) the allocation of such funds to payments of interest on and principal in respect of any Class A-1 or Class A-4 Certificates. FSA shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days’ prior notice to the Trustee. (i) The Trustee acknowledges, and each Holder of a Class A-1 or Class A-4 Certificate by its acceptance of the Class A-1 or Class A-4 Certificate agrees, that, without the need for any further action on the part of FSA or the Trustee, to the extent FSA makes payments, directly or indirectly, on account of principal of or interest on any Class A-1 or Class A-4 Certificates, FSA will be fully subrogated to the rights of the Holders of such Class A-1 or Class A-4 Certificates to receive such principal and interest from the Trust Fund. The Holders of the Class A-1 or Class A-4 Certificates, by acceptance of the Class A-1 or Class A-4 Certificates, assign their rights as Holders of the Class A-1 or Class A-4 Certificates to the extent of FSA’s interest with respect to amounts paid under the Certificate Insurance Policy. Anything herein to the contrary notwithstanding, solely for purposes of determining FSA’s rights, as applicable, as subrogee for payments distributable pursuant to Section 4.01, any payment with respect to distributions to the Class A-1 or Class A-4 Certificates which is made with funds received pursuant to the terms of the FSA Policy, shall not be considered payment of the Class A-1 or Class A-4 Certificates from the Trust Fund and shall not result in the distribution or the provision for the distribution in reduction of the Class Principal Balance of the Class A-1 or Class A-4 Certificates except to the extent such payment has been reimbursed to FSA pursuant to the terms hereof. (j) Upon a Responsible Officer of the Trustee becoming aware of the occurrence of an Event of Default, the Trustee shall promptly notify FSA of such Event of Default. (k) The Trustee shall promptly notify FSA of either of the following as to which a Responsible Officer of the Trustee has actual knowledge: (A) the commencement of any proceeding by or against the Depositor commenced under the United States bankruptcy code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an “Insolvency Proceeding”) and (B) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a “Preference Claim”) of any distribution made with respect to the Class A-1 or Class A-4 Certificates as to which it has actual knowledge. Each Holder of a Class A-1 or Class A-4 Certificate, by its purchase of Class A-1 or Class A-4 Certificates, and the Trustee hereby agrees that FSA (so long as no FSA Default exists) may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedes or performance bond pending any such appeal. In addition and without limitation of the foregoing, FSA shall be subrogated to the rights of the Trustee and each Holder of a Class A-1 or Class A-4 Certificate in the conduct of any Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim. (l) Each Servicer shall designate at least one FSA Contact Person who shall be available to FSA to provide reasonable access to information regarding the Mortgage Loans. The initial FSA Contact Persons are the Servicing Officers. (m) The Trustee shall surrender the FSA Policy to FSA for cancellation upon the reduction of the Class Principal Balance of the Class A-1 and Class A-4 Certificates to zero. (n) All notices, statements, reports, certificates or opinions required by this Agreement to be sent to the Trustee, the Rating Agencies or the Holders of the Class A-1 and Class A-4 Certificates (including without limitation the reports prepared pursuant to Sections 3.17 and 3.18 and the statements prepared pursuant to Section 4.04) shall also be sent, at the same time such reports are otherwise sent, to FSA at FSA Security Assurance Inc., 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. (o) For so long as there is no continuing default by FSA under its obligations under the FSA Policy (an “FSA Default”), each Holder of a Class A-1 or Class A-4 Certificate agrees that FSA shall be treated by the Depositor, the Seller, the Servicers and the Trustee as if FSA were the Holder of all of the Class A-1 and Class A-4 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 Class A-1 and Class A-4 Certificates hereunder and the holders of the Class A-1 and Class A-4 Certificates shall only exercise such rights with the prior written consent of FSA. (p) With respect to this Section 4.08, (i) the terms “Receipt” and “

Policy Matters. (a) If, on the second Business Day before any Distribution Date, the Trust Administrator Trustee determines that there will be a Class A-12 A-3 Distribution Deficiency for such Distribution Date, the Trust Administrator Trustee shall determine the amount of such Class A-12 A-3 Distribution Deficiency and shall give notice to Financial Security FSA by telephone or telecopy of the amount of such deficiency confirmed in writing by the Notice of Nonpayment by 12:00 noon, New York City time on such second Business Day. (b) At the time of the execution and delivery of this Agreement, the Trust Administrator Trustee shall establish a separate special purpose trust account in the name of the Trust Administrator Trustee for the benefit of Holders of the Class A-12 A-3 Certificates 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 amounts paid under the Policy into the Policy Payments Account and distribute such amounts only for purposes of payment to Holders of the Class A-12 A-3 Certificates of the Class A-12 A-3 Distribution Deficiency for which a claim was made and such amounts may not be applied to satisfy any costs, expenses or liabilities of the Trust Administrator Trustee or the Trust Estate. Amounts paid under the Policy shall be disbursed by the Trust Administrator Trustee to Holders of the Class A-12 A-3 Certificates in the same manner as distributions in reduction of the principal balance of and interest on the Certificates of such Class are made under Section 4.01(f). It shall not be necessary for such payments of the Class A-12 A-3 Distribution Deficiency to be made by checks or wire transfers separate from the check or wire transfer used to pay distributions in reduction of the principal balance of and interest on the Class A-12 A-3 Certificates with funds available to make such distributions. However, the amount of any distribution to be paid from funds transferred from the Policy Payments Account shall be noted as provided in (c) below and in the statement to be furnished to Holders of the Class A-12 A-3 Certificates and Financial Security FSA pursuant to Section 4.04. Funds held in the Policy Payments Account shall not be invested by the Trust AdministratorTrustee. (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 the claim under the Policy to the extent necessary to make distributions on the Class A-3 Certificates equal to the Class A-3 Distribution Deficiency on such Distribution Date shall be withdrawn from the Policy Payments Account and applied by the Trustee to the payment in full of the Class A-3

Policy Matters. (a) IfAs soon as possible, and in no event later than 11:00 a.m., New York time, on the second Business Day before immediately preceding each Distribution Date, the Trustee shall determine the amount of funds available for such Distribution Date minus the amount of any FSA Premium and any fee to paid to the Trustee on such Distribution Date (b) If for any Distribution Date, the Trust Administrator Trustee determines that there the funds that will be a available for such Distribution Date distributable to the Holders of the Class A-12 Distribution Deficiency for A-2 Certificates pursuant to Section 4.01 will be insufficient to pay the related Guaranteed Distributions on such Distribution Date, the Trust Administrator Trustee shall determine the amount of any such Class A-12 Distribution Deficiency deficiency and shall give notice to Financial Security FSA and the Fiscal Agent (as defined in the FSA Policy), if any, by telephone or telecopy of the amount of such deficiency deficiency, confirmed in writing by notice substantially in the Notice form of Nonpayment Exhibit A to the FSA Policy by 12:00 noon, New York City time time, on such second Business Day. The Trustee’s responsibility for delivering the notice to FSA, as provided in the preceding sentence is limited to the availability, timeliness and accuracy of the information provided by the Servicer. The Notice shall constitute a claim for payment pursuant to the FSA Policy. (bc) The Trustee shall receive as attorney-in-fact of each Holder of a Class A-2 Certificate, any Guaranteed Distributions from FSA and disburse the same to each Holder of a Class A-2 Certificate in accordance with the provisions of this Article IV. Guaranteed Distributions disbursed by the Trustee from proceeds of the FSA Policy shall not be considered payment by the Trust nor shall such payments discharge the obligation of the Trust with respect to such Class A-2 Certificate, and FSA shall become the owner of such unpaid amounts due from the Trust in respect of such Guaranteed Distributions as the deemed assignee of such Holder and shall be entitled to receive the FSA Reimbursement Amount pursuant to Section 4.01. The Trustee hereby agrees on behalf of each Holder of a Class A-2 Certificate for the benefit of FSA that it and they recognize that to the extent that FSA makes Guaranteed Distributions, either directly or indirectly (as by paying through the Trustee), to the Class A-2 Certificateholders, FSA will be entitled to receive the FSA Reimbursement Amount pursuant to Section 4.01. (d) It is understood and agreed that the intention of the parties is that FSA shall not be entitled to reimbursement on any Distribution Date for amounts previously paid by it unless on such Distribution Date the Holders of the Class A-2 Certificates shall also have received the full amount of the Guaranteed Distributions for such Distribution Date. (e) In the event the Trustee receives a certified copy of an order of the appropriate court that any payment of principal or interest on a Class A-2 Certificate has been voided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall (i) promptly notify FSA and the Fiscal Agent, if any, and (ii) comply with the provisions of the FSA Policy to obtain payment by FSA of such voided payment. In addition, the Trustee shall mail notice to all Holders of the Class A-2 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 FSA Policy a copy of which shall be made available to such Holders by the Trustee. The Trustee shall furnish to FSA and the Fiscal Agent, if any, its records listing the payments on the affected Class A-2 Certificates, if any, that have been made by the Trustee and subsequently recovered from the affected Holders, and the dates on which such payments were made by the Trustee. (f) At the time of the execution hereof, and delivery of this Agreementfor the purposes hereof, the Trust Administrator Trustee shall establish a separate special purpose trust account in the name of the Trust Administrator Trustee for the benefit of Holders of the Class A-12 A-2 Certificates referred to herein as (the "Policy Payments “FSA Account" ”) over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator FSA Account shall be an Eligible Account. The Trustee shall deposit any amounts amount paid under the FSA Policy into the Policy Payments FSA Account and distribute such amounts amount only for the purposes of payment making the payments to Holders of the Class A-12 A-2 Certificates in respect of the Class A-12 Distribution Deficiency Guaranteed Distributions for which a the related claim was made and such amounts may not be applied to satisfy any costs, expenses or liabilities of the Trust Administrator or the Trust Estate. Amounts paid under the Policy FSA Policy. Such amounts shall be disbursed allocated by the Trust Administrator Trustee to Holders of the Class A-12 A-2 Certificates affected by such shortfalls in the same manner as distributions in reduction of the principal balance of and interest on the payments are to be allocated with respect to such Certificates of such Class are made under pursuant to Section 4.01(f)4.01. It shall not be necessary for such payments of the Class A-12 Distribution Deficiency to be made by checks or wire transfers separate separated from the check checks or wire transfer transfers used to pay distributions in reduction of make regular payments hereunder with funds withdrawn from the principal balance of and interest Certificate Account. However, any payments made on the Class A-12 A-2 Certificates with funds available to make such distributions. However, the amount of any distribution to be paid from funds transferred from in the Policy Payments FSA Account shall be noted as provided in subsection (ch) below and in the statement to be furnished to Holders of the Class A-12 Certificates and Financial Security pursuant to Section 4.04below. Funds held in the Policy Payments FSA Account shall not be invested by the Trustee. (g) Any funds received from FSA for deposit into the FSA Account pursuant to the FSA Policy in respect of a Distribution Date or otherwise as a result of any claim under the FSA Policy shall be applied by the Trustee directly to the payment in full (i) of the Guaranteed Distributions due on such Distribution Date on the Class A-2 Certificates, or (ii) of other amounts payable under the FSA Policy. Funds received by the Trustee as a result of any claim under the FSA Policy shall be used solely for payment to the Holders of the Class A-2 Certificates and may not be applied for any other purpose, including, without limitation, satisfaction of any costs, expenses or liabilities of the Trustee, any Servicer or the Trust AdministratorFund. Any funds (other than funds deposited therein in respect of a Preference Amount payable under the FSA Policy) remaining in the FSA Account on the first Business Day after each Distribution Date shall be remitted promptly to FSA pursuant to the written instruction of FSA. (h) The Trustee shall keep complete and accurate records in respect of (i) all funds remitted to it by FSA and deposited into the FSA Account and (ii) the allocation of such funds to payments of interest on and principal in respect of any Class A-2 Certificates. FSA shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days’ prior notice to the Trustee. (i) The Trustee acknowledges, and each Holder of a Class A-2 Certificate by its acceptance of the Class A-2 Certificate agrees, that, without the need for any further action on the part of FSA or the Trustee, to the extent FSA makes payments, directly or indirectly, on account of principal of or interest on any Class A-2 Certificates, FSA will be fully subrogated to the rights of the Holders of such Class A-2 Certificates to receive such principal and interest from the Trust Fund. The Holders of the Class A-2 Certificates, by acceptance of the Class A-2 Certificates, assign their rights as Holders of the Class A-2 Certificates to the extent of FSA’s interest with respect to amounts paid under the Certificate Insurance Policy. Anything herein to the contrary notwithstanding, solely for purposes of determining FSA’s rights, as applicable, as subrogee for payments distributable pursuant to Section 4.01, any payment with respect to distributions to the Class A-2 Certificates which is made with funds received pursuant to the terms of the FSA Policy, shall not be considered payment of the Class A-2 Certificates from the Trust Fund and shall not result in the distribution or the provision for the distribution in reduction of the Class Principal Balance of the Class A-2 Certificates except to the extent such payment has been reimbursed to FSA pursuant to the terms hereof. (j) Upon a Responsible Officer of the Trustee becoming aware of the occurrence of an Event of Default, the Trustee shall promptly notify FSA of such Event of Default. (k) The Trustee shall promptly notify FSA of either of the following as to which a Responsible Officer of the Trustee has actual knowledge: (A) the commencement of any proceeding by or against the Depositor commenced under the United States bankruptcy code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an “Insolvency Proceeding”) and (B) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a “Preference Claim”) of any distribution made with respect to the Class A-2 Certificates as to which it has actual knowledge. Each Holder of a Class A-2 Certificate, by its purchase of Class A-2 Certificates, and the Trustee hereby agrees that FSA (so long as no FSA Default exists) may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, FSA shall be subrogated to the rights of the Trustee and each Holder of a Class A-2 Certificate in the conduct of any Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim. (l) The Servicer shall designate at least one FSA Contact Person who shall be available to FSA to provide reasonable access to information regarding the Mortgage Loans. The initial FSA Contact Persons are the Servicing Officers. (m) The Trustee shall surrender the FSA Policy to FSA for cancellation upon the reduction of the Class Principal Balance of the Class A-2 Certificates to zero. (n) All notices, statements, reports, certificates or opinions required by this Agreement to be sent to the Trustee, the Rating Agencies or the Holders of the Class A-2 Certificates (including without limitation the reports prepared pursuant to Sections 3.17 and 3.18 and the statements prepared pursuant to Section 4.04) shall also be sent, at the same time such reports are otherwise sent, to FSA at FSA Security Assurance Inc., 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. (o) For so long as there is no continuing default by FSA under its obligations under the FSA Policy (an “FSA Default”), each Holder of a Class A-2 Certificate agrees that FSA shall be treated by the Depositor, the Seller, the Servicer and the Trustee as if FSA were the Holder of all of the Class A-2 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 Class A-2 Certificates hereunder and the holders of the Class A-2 Certificates shall only exercise such rights with the prior written consent of FSA. (p) With respect to this Section 4.07, (i) the terms “Receipt” and “

Policy Matters. (a) If, on the second third Business Day before any Distribution Date, the Trust Administrator Trustee determines that there will be a Class A-12 Distribution Deficiency Amount for such Distribution Date, the Trust Administrator Trustee shall determine the amount of such Class A-12 Distribution Deficiency Amount and shall give notice to Financial Security MBIA by telephone or telecopy of the amount of such deficiency confirmed in writing by the Notice of Nonpayment by 12:00 noon, New York City time on such second third Business Day. (b) At the time of the execution and delivery of this Agreement, the Trust Administrator Trustee shall establish a separate special purpose trust account in the name of the Trust Administrator Trustee for the benefit of Holders of the Class A-12 Certificates referred to herein as the "Policy Payments Payment Account" over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Trustee shall deposit any amounts paid under the Policy into the Policy Payments Payment Account and distribute such amounts only for purposes of payment to Holders of the Class A-12 Certificates of the Class A-12 Distribution Deficiency Insured Payment for which a claim was made and such amounts may not be applied to satisfy any costs, expenses or liabilities of the Trust Administrator Trustee or the Trust Estate. Amounts paid under the Policy shall be disbursed by the Trust Administrator Trustee to Holders of the Class A-12 Certificates in the same manner as distributions in reduction of the principal balance of and interest on the Certificates of such Class are made under Section 4.01(f). It shall not be necessary for such payments of the Class A-12 Distribution Deficiency Insured Payment to be made by checks or wire transfers separate from the check or wire transfer used to pay distributions in reduction of the principal balance of and interest on the Class A-12 Certificates with funds available to make such distributions. However, the amount of any distribution to be paid from funds transferred from the Policy Payments Payment Account shall be noted as provided in (c) below and in the statement to be furnished to Holders of the Class A-12 Certificates and Financial Security MBIA pursuant to Section 4.04. Funds held in the Policy Payments Payment Account shall not be invested by the 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 Trustee as a result of the claim under the Policy to the extent necessary to make distributions on the Class A-12 Certificates equal to the Deficiency Amount on such Distribution Date shall be withdrawn from the Policy Payment Account and applied by the Trustee to the payment in full of the Deficiency Amount. Any funds deposited into the Policy Payment Account in respect of the Class A-12 Certificates that are remaining therein on the first Business Day following a Distribution Date after the Deficiency Amount has been made to the Certificateholders of such Class shall be remitted in immediately available funds to MBIA, pursuant to the instructions of MBIA, by the end of such Business Day. (c) The Trustee shall keep a complete and accurate record of the Class A-12 Interest Loss Amount and the Class A-12 Principal Loss Amount paid from moneys received under the Policy. MBIA shall have the right to inspect such records at reasonable times upon one Business Day's 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 distributions in reduction of the principal balance of or interest on a Class A-12 Certificate has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall so notify MBIA and shall comply with the provisions of the Policy to obtain payment by MBIA of such avoided distribution, and shall, at the time it provides notice to MBIA, notify, by mail to Holders of the Certificates of such Class that, in the event that any Holder's distribution 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 by the Trustee and the Trustee shall furnish to MBIA its records evidencing the distributions in reduction of the principal balance of and interest on the Class A-12 Certificates, if any, which have been made by the Trustee and subsequently recovered from Holders, and the dates on which such distributions were made. Such payment under the Policy shall be disbursed to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order and not to the Trustee or any Class A-12 Certificateholder directly (unless such Certificateholder has previously paid such amount to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order, in which case such payment shall be disbursed to the Trustee for distribution to such Certificateholder upon proof of such payment reasonably satisfactory to MBIA). (e) The Trustee shall promptly notify MBIA of any proceeding or the institution of any action seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership or similar law (a "Preference Claim") of any distribution made with respect to the Class A-12 Certificates as to which it has actual knowledge. Each Holder of a Class A-12 Certificate, by its purchase of such Certificates and the Trustee hereby agrees that MBIA (so long as no MBIA Default exists) may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, MBIA shall be subrogated to the rights of the Trustee and each Holder in the conduct of any Preference Claim, including, without limitation, all rights of any party to an adversary proceeding or action with respect to any court order issued in connection with any such Preference Claim. (f) The Trustee acknowledges, and each Holder of a Class A-12 Certificate by its acceptance of such Certificate agrees, that without the need for any further action on the part of MBIA or the Trustee, to the extent that MBIA makes payments directly or indirectly on account of principal or interest on any Class A-12 Certificate, MBIA shall be fully subrogated to all of the rights of such Certificateholders with respect to any and all amounts paid under the Policy. The Class A-12 Certificateholders by acceptance of such Certificates assign their rights as Holders of such Certificates to MBIA to the extent of MBIA's interest with respect to amounts paid under the Policy. Anything herein to the contrary notwithstanding, solely for purposes of determining MBIA's rights, as applicable, as subrogee for payments distributable pursuant to Section 4.01, any payment with respect to distributions to the Class A-12 Certificates which is made with funds received pursuant to the terms of the Policy, shall not be considered payment of the Class A-12 Certificates from the Trust AdministratorEstate and shall not result in the distribution or the provision for the distribution in reduction of the Principal Balance of the Class A-12 Certificates except to the extent such payment has been reimbursed to MBIA pursuant to the terms hereof. (g) The Master Servicer shall designate an MBIA Contact Person who shall be available to MBIA to provide reasonable access to information regarding the Mortgage Loans. The initial MBIA Contact Person is appointed in Section 11.27. (h) The Trustee shall surrender the Policy to MBIA for cancellation upon reduction of the Principal Balance of the Class A-12 Certificates to zero. (i) All references herein to the ratings assigned to the Certificates and to the interests of any Certificateholders shall be without regard to the Policy. For so long as there is no continuing default by MBIA under its obligations under the Policy, each Holder of a Class A-12 Certificate agrees that MBIA shall be entitled to exercise the voting, consent, directing and other control rights of the Holders of the Class A-12 Certificates without consent of such Holders and the Holders of the Class A-12 Certificates shall only exercise such rights with the prior written consent of MBIA.

Policy Matters. (a) IfAs soon as possible, and in no event later than 11:00 a.m., New York time, on the second Business Day before immediately preceding each Distribution Date, the Trust Administrator shall determine the amount of funds available for such Distribution Date minus the amount of 115 any FSA Premium and any fee to paid to the Trustee or Trust Administrator on such Distribution Date (b) If for any Distribution Date, the Trust Administrator determines that there the funds that will be a available for such Distribution Date distributable to the Holders of the Class A-12 Distribution Deficiency for IV-A-1 Certificates pursuant to Section 4.01 will be insufficient to pay the related Insured Payment on such Distribution Date, the Trust Administrator shall determine the amount of any such Class A-12 Distribution Deficiency deficiency and shall give notice to Financial Security FSA and the Fiscal Agent, if any, by telephone or telecopy of the amount of such deficiency deficiency, confirmed in writing by notice substantially in the Notice form of Nonpayment Exhibit A to the Certificate Insurance Policy by 12:00 noon, New York City time time, on such second Business DayDay immediately preceding the Distribution Date. The Trust Administrator's responsibility for delivering the notice to FSA, as provided in the preceding sentence is limited to the availability, timeliness and accuracy of the information provided by each Servicer. The Notice shall constitute a claim for an Insured Payment pursuant to the FSA Policy. Upon receipt of the Insured Payment, at or prior to the latest time payments of the Insured Payment are to be made by the FSA pursuant to the FSA Policy, on behalf of the Holders of the Class IV-A-1 Certificates, the Trust Administrator shall deposit such Insured Payments in the Distribution Account and shall distribute such Insured Payments only in accordance with Section 4.01, if applicable. (bc) The Trust Administrator shall receive as attorney-in-fact of each Holder of a Class IV-A-1 Certificate, any Insured Payment from FSA Certificates and disburse the same to each Holder of a Class IV-A-1 Certificate in accordance with the FSA Certificate provisions of Article IV. Insured Payments disbursed by the Trust Administrator from proceeds of the FSA Certificate Policy shall not be considered payment by the Trust nor shall such payments discharge the obligation of the Trust with respect to such Class IV-A-1 Certificate, and the FSA Certificate shall become the owner of such unpaid amounts due from the Trust in respect of such Insured Payments as the deemed assignee of such Holder and shall be entitled to receive the FSA Reimbursement Amount pursuant to Section 4.01. The Trust Administrator hereby agrees on behalf of each Holder of a Class IV-A-1 Certificate for the benefit of FSA that it and they recognize that to the extent that FSA makes Insured Payments, either directly or indirectly (as by paying through the Trust Administrator), to the Class III-A-1, Class III-A-2, Class III-A-3, Class III-A-4 or Class I-A-10 and Class I-A-11 Certificateholders, FSA will be entitled to receive the Reimbursement Amount pursuant to Section 4.01. (d) It is understood and agreed that the intention of the parties is that FSA shall not be entitled to reimbursement on any Distribution Date for amounts previously paid by it unless on such Distribution Date the Holders of the Class IV-A-1 Certificates shall also have received the full amount of the Insured Payments for such Distribution Date. (e) In the event the Trust Administrator receives a certified copy of an order of the appropriate court that any payment of principal or interest on a Class IV-A-1 Certificate has been voided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Administrator shall (i) promptly notify FSA and the Fiscal Agent, if any, and (ii) comply with the provisions of the Certificate Insurance Policy to obtain payment by FSA of such voided payment. In addition, the Trust Administrator shall mail notice to all Holders of the Class IV-A-1 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 Certificate Insurance Policy a copy of which shall be made available to such Holders by the Trust Administrator. The Trust Administrator shall furnish to FSA and the Fiscal Agent, if any, its records listing the payments on the affected Class IV-A-1 Certificates, if any, that have been made by the Trust Administrator and subsequently recovered from the affected Holders, and the dates on which such payments were made by the Trust Administrator. (f) At the time of the execution hereof, and delivery of this Agreementfor the purposes hereof, the Trust Administrator shall establish a separate special purpose trust account in the name of the Trust Administrator for the benefit of Holders of the Class A-12 IV-A-1 Certificates referred to herein as (the "Certificate Insurance Policy Payments Account" ") over which the Trust Administrator shall have exclusive control and sole right of withdrawal. The Certificate Insurance Policy Payments Account shall be an Eligible Account. The Trust Administrator shall deposit any amounts amount paid under the Certificate Insurance Policy into the Certificate Insurance Policy Payments Account and distribute such amounts amount only for the purposes of payment making the payments to Holders of the Class A-12 IV-A-1 Certificates in respect of the Class A-12 Distribution Deficiency Insured Payment for which a the related claim was made and such amounts may not be applied to satisfy any costs, expenses or liabilities of the Trust Administrator or the Trust Estate. Amounts paid under the Policy Certificate Insurance Policy. Such amounts shall be disbursed allocated by the Trust Administrator to Holders of the Class A-12 IV-A-1 Certificates affected by such shortfalls in the same manner as distributions in reduction of the principal balance of and interest on the payments are to be allocated with respect to such Certificates of such Class are made under pursuant to Section 4.01(f)4.01. It shall not be necessary for such payments of the Class A-12 Distribution Deficiency to be made by checks or wire transfers separate separated from the check checks or wire transfer transfers used to pay distributions in reduction of make regular payments hereunder with funds withdrawn from the principal balance of and interest Certificate Account. However, any payments made on the Class A-12 IV-A-1 Certificates with funds available to make such distributions. However, the amount of any distribution to be paid from funds transferred from in the Certificate Insurance Policy Payments Account shall be noted as provided in subsection (ce) below and in the statement to be furnished to Holders of the Class A-12 Certificates and Financial Security pursuant to Section 4.04below. Funds held in the Certificate Insurance Policy Payments Account shall not be invested by the Trust Administrator or the Trustee. (g) Any funds received from FSA for deposit into the Certificate Insurance Policy Payments Account pursuant to the Certificate Insurance Policy in respect of a Distribution Date or otherwise as a result of any claim under the Certificate Insurance Policy shall be applied by the Trust Administrator directly to the payment in full (i) of the Insured Payment due on such Distribution Date on the Class IV-A-1 Certificates, or (ii) of other amounts payable under the Certificate Insurance Policy. Funds received by the Trust Administrator as a result of any claim under the Certificate Insurance Policy shall be used solely for payment to the Holders of the Class IV-A-1 Certificates and may not be applied for any other purpose, including, without limitation, satisfaction of any costs, expenses or liabilities of the Trustee, the Trust Administrator, the Master Servicer or any Servicer or the Trust Fund. Any funds (other than funds deposited therein in respect of a Preference Amount payable under the Certificate Insurance Policy) remaining in the Certificate Insurance Policy Payments Account on the first Business Day after each Distribution Date shall be remitted promptly to FSA pursuant to the written instruction of FSA. (h) The Trust Administrator shall keep complete and accurate records in respect of (i) all funds remitted to it by FSA and deposited into the Certificate Insurance Policy Payments Account and (ii) the allocation of such funds to payments of interest on and principal in respect of any Class IV-A-1 Certificates. FSA 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. (j) Upon a Responsible Officer of the Trustee or the Trust Administrator becoming aware of the occurrence of an Event of Default, the Trustee or the Trust Administrator, as applicable, shall promptly notify FSA of such Event of Default. (k) The Trustee or the Trust Administrator shall promptly notify FSA of either of the following as to which a Responsible Officer of the Trustee or the Trust Administrator, as applicable, has actual knowledge: (A) the commencement of any proceeding by or against the Depositor commenced under the United States bankruptcy code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an "Insolvency Proceeding") and (B) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a "Preference Claim") of any distribution made with respect to the Class IV-A-1 Certificates as to which it has actual knowledge. Each Holder of a Class IV-A-1 Certificate, by its purchase of Class IV-A-1 Certificates, and the Trust Administrator hereby agrees that FSA (so long as no FSA Default exists) may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, FSA shall be subrogated to the rights of the Trust Administrator, the Trustee and each Holder of a Class IV-A-1 Certificate in the conduct of any Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim. (l) The Master Servicer and each Servicer shall designate at least one FSA Contact Person who shall be available to FSA to provide reasonable access to information regarding the Mortgage Loans. The initial FSA Contact Persons are the Servicing Officers. (m) The Trust Administrator shall surrender the Certificate Insurance Policy to FSA for cancellation upon the reduction of the Class Principal Balance of the Class IV-A-1 Certificates to zero. (n) The Trust Administrator shall send to FSA the reports prepared pursuant to Sections 3.16 and 3.17 and the statements prepared pursuant to Section 4.04, as well as any other statements or communications sent to Holders of the Class A Certificates, in each case at the same time such reports, statements and communications are otherwise sent. (o) For so long as there is no continuing default by FSA under its obligations under the Certificate Insurance Policy (an "FSA Default"), each Holder of a Class IV-A-1 Certificate agrees that FSA shall be treated by the Depositor, each Seller, each Servicer, the Trust Administrator and the Trustee as if FSA were the Holder of all of the Class IV-A-1 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 Class IV-A-1 Certificates hereunder and the holders of the Class IV-A-1 Certificates shall only exercise such rights with the prior written consent of FSA. (p) With respect to this Section 4.03, (i) the terms "Receipt" and "Received" shall mean actual delivery to FSA and its Fiscal Agent, 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 Receipt on the next succeeding Business Day and (ii) "Business Day" means any day other than (A) a Saturday or Sunday or (B) a day on which FSA or banking institutions in the City of New York, New York, or the city in which the Corporate Trust Office of the Trustee or the Trust Administrator is located, are authorized or obligated by law or executive order to be closed. If any notice or certificate given under the Certificate Insurance Policy by the Trust Administrator is not in proper form or is not properly completed, executed or delivered, it shall be deemed not to have been Received. FSA or its Fiscal Agent, if any, shall promptly so advise the Trust Administrator and the Trust Administrator may submit an amended notice.

Policy Matters. (a) If, on the second Business Day before any Distribution Date, based solely on the Trust Administrator statement provided by the Master Servicer pursuant to Section 4.04(a) hereof, the Trustee determines that there will be a Class A-12 Distribution Deficiency Amount for such Distribution Date, the Trust Administrator Trustee shall determine the amount of such Class A-12 Distribution Deficiency Amount and shall give notice to Financial Security MBIA by telephone or telecopy of the amount of such deficiency confirmed in writing by the Notice of Nonpayment by 12:00 noon, New York City time on such second Business Day. (b) At the time of the execution and delivery of this Agreement, the Trust Administrator Trustee shall establish a separate special purpose trust account in the name of the Trust Administrator Trustee for the benefit of Holders of the Class A-12 3-A-5 Certificates referred to herein as the "“Policy Payments Payment Account" ” over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Trustee shall deposit any amounts paid under the Policy into the Policy Payments Payment Account and distribute such amounts only for purposes of payment to Holders of the Class A-12 3-A-5 Certificates of the Class A-12 Distribution Deficiency Insured Payment for which a claim was made and such amounts may not be applied to satisfy any costs, expenses or liabilities of the Trust Administrator Trustee or the Trust Estate. Amounts paid under the Policy shall be disbursed by the Trust Administrator Trustee to Holders of the Class A-12 3-A-5 Certificates in the same manner as distributions in reduction of the principal balance of and interest on the Certificates of such Class are made under Section 4.01(f)4.02. It shall not be necessary for such payments of the Class A-12 Distribution Deficiency Insured Payment to be made by checks or wire transfers separate from the check or wire transfer used to pay distributions in reduction of the principal balance of and interest on the Class A-12 3-A-5 Certificates with funds available to make such distributions. However, the amount of any distribution to be paid from funds transferred from the Policy Payments Payment Account shall be noted as provided in (c) below and in the statement to be furnished to Holders of the Class A-12 3-A-5 Certificates and Financial Security MBIA pursuant to Section 4.04. Funds held in the Policy Payments Payment Account shall not be invested by the 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 Trustee as a result of the claim under the Policy to the extent necessary to make distributions on the Class 3-A-5 Certificates equal to the Deficiency Amount on such Distribution Date shall be withdrawn from the Policy Payment Account and applied by the Trustee to the payment in full of the Deficiency Amount. Any funds deposited into the Policy Payment Account in respect of the Class 3-A-5 Certificates that are remaining therein on the first Business Day following a Distribution Date after the Deficiency Amount has been made to the Certificateholders of such Class shall be remitted in immediately available funds to MBIA, pursuant to the instructions of MBIA, by the end of such Business Day. (c) The Trustee shall keep a complete and accurate record of any Class 3-A-5 Interest Loss Amounts and any Class 3-A-5 Principal Loss Amounts paid from moneys received under the Policy. MBIA shall have the right to inspect such records at reasonable times upon one Business Day’s 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 distributions in reduction of the principal balance of or interest on a Class 3-A-5 Certificate has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall so notify MBIA and shall comply with the provisions of the Policy to obtain payment by MBIA of such avoided distribution, and shall, at the time it provides notice to MBIA, notify, by mail to Holders of the Certificates of such Class that, in the event that any Holder’s distribution 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 by the Trustee and the Trustee shall furnish to MBIA its records evidencing the distributions in reduction of the principal balance of and interest on the Class 3-A-5 Certificates, if any, which have been made by the Trustee and subsequently recovered from Holders, and the dates on which such distributions were made. Such payment under the Policy shall be disbursed to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order and not to the Trustee or any Class 3-A-5 Certificateholder directly (unless such Certificateholder has previously paid such amount to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order, in which case such payment shall be disbursed to the Trustee for distribution to such Certificateholder upon proof of such payment reasonably satisfactory to MBIA). (e) The Trustee shall promptly notify MBIA of any proceeding or the institution of any action seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership or similar law (a “Preference Claim”) of any distribution made with respect to the Class 3-A-5 Certificates as to which it has actual knowledge. Each Holder of a Class 3-A-5 Certificate, by its purchase of such Certificates and the Trustee hereby agree that MBIA (so long as no MBIA Default exists) may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, MBIA shall be subrogated to the rights of the Trustee and each Holder in the conduct of any Preference Claim, including, without limitation, all rights of any party to an adversary proceeding or action with respect to any court order issued in connection with any such Preference Claim. (f) The Trustee acknowledges, and each Holder of a Class 3-A-5 Certificate by its acceptance of such Certificate agrees, that without the need for any further action on the part of MBIA or the Trustee, to the extent that MBIA makes payments directly or indirectly on account of principal or interest on any Class 3-A-5 Certificate, MBIA shall be fully subrogated to all of the rights of such Certificateholders with respect to any and all amounts paid under the Policy. The Class 3-A-5 Certificateholders by acceptance of such Certificates assign their rights as Holders of such Certificates to MBIA to the extent of MBIA’s interest with respect to amounts paid under the Policy. Anything herein to the contrary notwithstanding, solely for purposes of determining MBIA’s rights, as applicable, as subrogee for payments distributable pursuant to Section 4.02, any payment with respect to distributions to the Class 3-A-5 Certificates which is made with funds received pursuant to the terms of the Policy, shall not be considered payment of the Class 3-A-5 Certificates from the Trust AdministratorFund and shall not result in the distribution or the provision for the distribution in reduction of the Class Principal Balance of the Class 3-A-5 Certificates except to the extent such payment has been reimbursed to MBIA pursuant to the terms hereof. (g) The Master Servicer shall designate an MBIA Contact Person who shall be available to MBIA to provide reasonable access to information regarding the Mortgage Loans. The initial MBIA Contact Person is the Master Servicer’s client manager with respect to Mortgage Asset Securitization Transactions, Inc. Mortgage Pass Through Certificates Series 2003-8, who can be contacted at (000) 000-0000. (h) The Trustee shall surrender the Policy to MBIA for cancellation upon reduction of the Certificate Principal Balance of the Class 3-A-5 Certificates to zero. (i) All references herein to the ratings assigned to the Certificates and to the interests of any Certificateholders shall be without regard to the Policy. (j) For so long as there is no continuing default by MBIA under its obligations under the Policy, each Holder of a Class 3-A-5 Certificate agrees that MBIA shall be entitled to exercise the voting, consent, directing and other control rights of the Holders of the Class 3-A-5 Certificates without consent of such Holders and the Holders of the Class 3-A-5 Certificates shall only exercise such rights with the prior written consent of MBIA.

Policy Matters. (a) IfAs soon as possible, and in no event later than 11:00 a.m., New York time, on the second Business Day before immediately preceding each Distribution Date, the Trustee shall determine the amount of funds available for such Distribution Date minus the amount of any FSA Premium and any fee to paid to the Trustee on such Distribution Date. (b) If for any Distribution Date, the Trust Administrator Trustee determines that there the funds that will be a available for such Distribution Date distributable to the Holders of the Class A-12 Distribution Deficiency for A-1 Certificates pursuant to Section 4.01 will be insufficient to pay the related Guaranteed Distributions on such Distribution Date, the Trust Administrator Trustee shall determine the amount of any such Class A-12 Distribution Deficiency deficiency and shall give notice to Financial Security FSA and the Fiscal Agent (as defined in the FSA Policy), if any, by telephone or telecopy of the amount of such deficiency deficiency, confirmed in writing by notice substantially in the Notice form of Nonpayment Exhibit A to the FSA Policy by 12:00 noon, New York City time time, on such second Business Day. The Trustee’s responsibility for delivering the notice to FSA, as provided in the preceding sentence is limited to the availability, timeliness and accuracy of the information provided by the Servicer. The Notice shall constitute a claim for payment pursuant to the FSA Policy. (bc) The Trustee shall receive as attorney-in-fact of each Holder of a Class A-1 Certificate, any Guaranteed Distributions from FSA and disburse the same to each Holder of a Class A-1 Certificate in accordance with the provisions of this Article IV. Guaranteed Distributions disbursed by the Trustee from proceeds of the FSA Policy shall not be considered payment by the Trust nor shall such payments discharge the obligation of the Trust with respect to such Class A-1 Certificate, and FSA shall become the owner of such unpaid amounts due from the Trust in respect of such Guaranteed Distributions as the deemed assignee of such Holder and shall be entitled to receive the FSA Reimbursement Amount pursuant to Section 4.01. The Trustee hereby agrees on behalf of each Holder of a Class A-1 Certificate for the benefit of FSA that it and they recognize that to the extent that FSA makes Guaranteed Distributions, either directly or indirectly (as by paying through the Trustee), to the Class A-1 Certificateholders, FSA will be entitled to receive the FSA Reimbursement Amount pursuant to Section 4.01. (d) It is understood and agreed that the intention of the parties is that FSA shall not be entitled to reimbursement on any Distribution Date for amounts previously paid by it unless on such Distribution Date the Holders of the Class A-1 Certificates shall also have received the full amount of the Guaranteed Distributions for such Distribution Date. (e) In the event the Trustee receives a certified copy of an order of the appropriate court that any payment of principal or interest on a Class A-1 Certificate has been voided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall (i) promptly notify FSA and the Fiscal Agent, if any, and (ii) comply with the provisions of the FSA Policy to obtain payment by FSA of such voided payment. In addition, the Trustee shall mail notice to all Holders of the Class A-1 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 FSA Policy a copy of which shall be made available to such Holders by the Trustee. The Trustee shall furnish to FSA and the Fiscal Agent, if any, its records listing the payments on the affected Class A-1 Certificates, if any, that have been made by the Trustee and subsequently recovered from the affected Holders, and the dates on which such payments were made by the Trustee. (f) At the time of the execution hereof, and delivery of this Agreementfor the purposes hereof, the Trust Administrator Trustee shall establish a separate special purpose trust account in the name of the Trust Administrator Trustee for the benefit of Holders of the Class A-12 A-1 Certificates referred to herein as (the "Policy Payments “FSA Account" ”) over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator FSA Account shall be an Eligible Account. The Trustee shall deposit any amounts amount paid under the FSA Policy into the Policy Payments FSA Account and distribute such amounts amount only for the purposes of payment making the payments to Holders of the Class A-12 A-1 Certificates in respect of the Class A-12 Distribution Deficiency Guaranteed Distributions for which a the related claim was made and such amounts may not be applied to satisfy any costs, expenses or liabilities of the Trust Administrator or the Trust Estate. Amounts paid under the Policy FSA Policy. Such amounts shall be disbursed allocated by the Trust Administrator Trustee to Holders of the Class A-12 A-1 Certificates affected by such shortfalls in the same manner as distributions in reduction of the principal balance of and interest on the payments are to be allocated with respect to such Certificates of such Class are made under pursuant to Section 4.01(f)4.01. It shall not be necessary for such payments of the Class A-12 Distribution Deficiency to be made by checks or wire transfers separate separated from the check checks or wire transfer transfers used to pay distributions in reduction of make regular payments hereunder with funds withdrawn from the principal balance of and interest Certificate Account. However, any payments made on the Class A-12 A-1 Certificates with funds available to make such distributions. However, the amount of any distribution to be paid from funds transferred from in the Policy Payments FSA Account shall be noted as provided in subsection (ch) below and in the statement to be furnished to Holders of the Class A-12 Certificates and Financial Security pursuant to Section 4.04below. Funds held in the Policy Payments FSA Account shall not be invested by the Trustee. (g) Any funds received from FSA for deposit into the FSA Account pursuant to the FSA Policy in respect of a Distribution Date or otherwise as a result of any claim under the FSA Policy shall be applied by the Trustee directly to the payment in full (i) of the Guaranteed Distributions due on such Distribution Date on the Class A-1 Certificates, or (ii) of other amounts payable under the FSA Policy. Funds received by the Trustee as a result of any claim under the FSA Policy shall be used solely for payment to the Holders of the Class A-1 Certificates and may not be applied for any other purpose, including, without limitation, satisfaction of any costs, expenses or liabilities of the Trustee, the Servicer or the Trust AdministratorFund. Any funds (other than funds deposited therein in respect of a Preference Amount payable under the FSA Policy) remaining in the FSA Account on the first Business Day after each Distribution Date shall be remitted promptly to FSA pursuant to the written instruction of FSA. (h) The Trustee shall keep complete and accurate records in respect of (i) all funds remitted to it by FSA and deposited into the FSA Account and (ii) the allocation of such funds to payments of interest on and principal in respect of any Class A-1 Certificates. FSA shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days’ prior notice to the Trustee. (i) The Trustee acknowledges, and each Holder of a Class A-1 Certificate by its acceptance of the Class A-1 Certificate agrees, that, without the need for any further action on the part of FSA or the Trustee, to the extent FSA makes payments, directly or indirectly, on account of principal of or interest on any Class A-1 Certificates, FSA will be fully subrogated to the rights of the Holders of such Class A-1 Certificates to receive such principal and interest from the Trust Fund. The Holders of the Class A-1 Certificates, by acceptance of the Class A-1 Certificates, assign their rights as Holders of the Class A-1 Certificates to the extent of FSA’s interest with respect to amounts paid under the Certificate Insurance Policy. Anything herein to the contrary notwithstanding, solely for purposes of determining FSA’s rights, as applicable, as subrogee for payments distributable pursuant to Section 4.01, any payment with respect to distributions to the Class A-1 Certificates which is made with funds received pursuant to the terms of the FSA Policy, shall not be considered payment of the Class A-1 Certificates from the Trust Fund and shall not result in the distribution or the provision for the distribution in reduction of the Class Principal Balance of the Class A-1 Certificates except to the extent such payment has been reimbursed to FSA pursuant to the terms hereof. (j) Upon a Responsible Officer of the Trustee becoming aware of the occurrence of an Event of Default, the Trustee shall promptly notify FSA of such Event of Default. (k) The Trustee shall promptly notify FSA of either of the following as to which a Responsible Officer of the Trustee has actual knowledge: (A) the commencement of any proceeding by or against the Depositor commenced under the United States bankruptcy code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an “Insolvency Proceeding”) and (B) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a “Preference Claim”) of any distribution made with respect to the Class A-1 Certificates as to which it has actual knowledge. Each Holder of a Class A-1 Certificate, by its purchase of Class A-1 Certificates, and the Trustee hereby agrees that FSA (so long as no FSA Default exists) may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedes or performance bond pending any such appeal. In addition and without limitation of the foregoing, FSA shall be subrogated to the rights of the Trustee and each Holder of a Class A-1 Certificate in the conduct of any Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim. (l) The Servicer shall designate at least one FSA Contact Person who shall be available to FSA to provide reasonable access to information regarding the Mortgage Loans. The initial FSA Contact Persons are the Servicing Officers. (m) The Trustee shall surrender the FSA Policy to FSA for cancellation upon the reduction of the Class Principal Balance of the Class A-1 Certificates to zero. (n) All notices, statements, reports, certificates or opinions required by this Agreement to be sent to the Trustee, the Rating Agencies or the Holders of the Class A-1 Certificates (including without limitation the reports prepared pursuant to Sections 3.17 and 3.18 and the statements prepared pursuant to Section 4.04) shall also be sent, at the same time such reports are otherwise sent, to FSA at FSA Security Assurance Inc., 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. (o) For so long as there is no continuing default by FSA under its obligations under the FSA Policy (an “FSA Default”), each Holder of a Class A-1 Certificate agrees that FSA shall be treated by the Depositor, the Seller, the Servicer and the Trustee as if FSA were the Holder of all of the Class A-1 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 Class A-1 Certificates hereunder and the holders of the Class A-1 Certificates shall only exercise such rights with the prior written consent of FSA. (p) With respect to this Section 4.08, (i) the terms “Receipt” and “

Policy Matters. (a) If, on the second third Business Day before any Distribution Date, the Trust Administrator determines that there will be a Class A-12 Distribution Deficiency Amount for such Distribution Date, the Trust Administrator shall determine the amount of such Class A-12 Distribution Deficiency Amount and shall give notice to Financial Security MBIA by telephone or telecopy of the amount of such deficiency confirmed in writing by the Notice of Nonpayment by 12:00 noon, New York City time on such second third Business Day. (b) At the time of the execution and delivery of this Agreement, the Trust Administrator shall establish a separate special purpose trust account in the name of the Trust Administrator for the benefit of Holders of the Class A-12 I-A-9 Certificates referred to herein as the "Policy Payments Payment Account" over which the Trust Administrator shall have exclusive control and sole right of withdrawal. The Trust Administrator shall deposit any amounts paid under the Policy into the Policy Payments Payment Account and distribute such amounts only for purposes of payment to Holders of the Class A-12 I-A-9 Certificates of the Class A-12 Distribution Deficiency Insured Payment for which a claim was made and such amounts may not be applied to satisfy any costs, expenses or liabilities of the Trustee, Trust Administrator or the Trust Estate. Amounts paid under the Policy shall be disbursed by the Trust Administrator to Holders of the Class A-12 I-A-9 Certificates in the same manner as distributions in reduction of the principal balance of and interest on the Certificates of such Class are made under Section 4.01(f4.01(e). It shall not be necessary for such payments of the Class A-12 Distribution Deficiency Insured Payment to be made by checks or wire transfers separate from the check or wire transfer used to pay distributions in reduction of the principal balance of and interest on the Class A-12 I-A-9 Certificates with funds available to make such distributions. However, the amount of any distribution to be paid from funds transferred from the Policy Payments Payment Account shall be noted as provided in (c) below and in the statement to be furnished to Holders of the Class A-12 I-A-9 Certificates and Financial Security MBIA pursuant to Section 4.04. Funds held in the Policy Payments Payment Account shall not be invested by the Trust Administrator. 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 as a result of the claim under the Policy to the extent necessary to make distributions on the Class I-A-9 Certificates equal to the Deficiency Amount on such Distribution Date shall be withdrawn from the Policy Payment Account and applied by the Trust Administrator to the payment in full of the Deficiency Amount. Any funds deposited into the Policy Payment Account in respect of the Class I-A-9 Certificates that are remaining therein on the first Business Day following a Distribution Date after the Deficiency Amount has been made to the Certificateholders of such Class shall be remitted in immediately available funds to MBIA, pursuant to the instructions of MBIA, by the end of such Business Day. (c) The Trust Administrator shall keep a complete and accurate record of the Class I-A-9 Interest Loss Amount, the Class I-A-9 Principal Loss Amount and any Non-Supported Interest Shortfall allocated to the Class I-A-9 Certificates once the Reserve Fund has been depleted, paid from moneys received under the Policy. MBIA shall have the right to inspect such records at reasonable times upon one Business Day's prior notice to the Trust Administrator. (d) In the event that the Trust Administrator has received a certified copy of an order of the appropriate court that any distributions in reduction of the principal balance of or interest on a Class I-A-9 Certificate has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Administrator shall so notify MBIA and shall comply with the provisions of the Policy to obtain payment by MBIA of such avoided distribution, and shall, at the time it provides notice to MBIA, notify, by mail to Holders of the Certificates of such Class that, in the event that any Holder's distribution 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 by the Trust Administrator and the Trust Administrator shall furnish to MBIA its records evidencing the distributions in reduction of the principal balance of and interest (including any Non-Supported Interest Shortfall described in Section 4.08(c)) on the Class I-A-9 Certificates, if any, which have been made by the Trust Administrator and subsequently recovered from Holders, and the dates on which such distributions were made. Such payment under the Policy shall be disbursed to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order and not to the Trust Administrator or any Class I-A-9 Certificateholder directly (unless such Certificateholder has previously paid such amount to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order, in which case such payment shall be disbursed to the Trust Administrator for distribution to such Certificateholder upon proof of such payment reasonably satisfactory to MBIA). (e) The Trust Administrator shall promptly notify MBIA of any proceeding or the institution of any action seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership or similar law (a "Preference Claim") of any distribution made with respect to the Class I-A-9 Certificates as to which it has actual knowledge. Each Holder of a Class I-A-9 Certificate, by its purchase of such Certificates, and the Trustee and Trust Administrator hereby agree that MBIA (so long as no MBIA Default exists) may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, MBIA shall be subrogated to the rights of the Trustee, the Trust Administrator and each Holder in the conduct of any Preference Claim, including, without limitation, all rights of any party to an adversary proceeding or action with respect to any court order issued in connection with any such Preference Claim. (f) The Trust Administrator and the Trustee acknowledge, and each Holder of a Class I-A-9 Certificate by its acceptance of such Certificate agrees, that without the need for any further action on the part of MBIA, the Trustee or the Trust Administrator, to the extent that MBIA makes payments directly or indirectly on account of principal or interest on any Class I-A-9 Certificate, MBIA shall be fully subrogated to all of the rights of such Certificateholders with respect to any and all amounts paid under the Policy. The Class I-A-9 Certificateholders by acceptance of such Certificates assign their rights as Holders of such Certificates to MBIA to the extent of MBIA's interest with respect to amounts paid under the Policy. Anything herein to the contrary notwithstanding, solely for purposes of determining MBIA's rights, as applicable, as subrogee for payments distributable pursuant to Section 4.01, any payment with respect to distributions to the Class I-A-9 Certificates which is made with funds received pursuant to the terms of the Policy, shall not be considered payment of the Class I-A-9 Certificates from the Trust Estate and shall not result in the distribution or the provision for the distribution in reduction of the Principal Balance of the Class I-A-9 Certificates except to the extent such payment has been reimbursed to MBIA pursuant to the terms hereof. (g) The Master Servicer shall designate an MBIA Contact Person who shall be available to MBIA to provide reasonable access to information regarding the Mortgage Loans. The initial MBIA Contact Person is appointed in Section 11.23. (h) The Trust Administrator shall surrender the Policy to MBIA for cancellation upon reduction of the Principal Balance of the Class I-A-9 Certificates to zero. (i) All references herein to the ratings assigned to the Certificates and to the interests of any Certificateholders shall be without regard to the Policy. (j) For so long as there is no continuing default by MBIA under its obligations under the Policy, each Holder of a Class I-A-9 Certificate agrees that MBIA shall be entitled to exercise the voting, consent, directing and other control rights of the Holders of the Class I-A-9 Certificates without consent of such Holders and the Holders of the Class I-A-9 Certificates shall only exercise such rights with the prior written consent of MBIA. (k) Any actions taken by the Trust Administrator pursuant to this Section 4.08 shall be performed on behalf of the Trustee.

Policy Matters. (a) If, on the second Business Day before any Distribution Date, the Trust Administrator Trustee determines that there will be a Class A-12 A-6 Distribution Deficiency for such Distribution Date, the Trust Administrator Trustee shall determine the amount of such Class A-12 A-6 Distribution Deficiency and shall give notice to Financial Security FSA by telephone or telecopy of the amount of such deficiency confirmed in writing by the Notice of Nonpayment by 12:00 noon, New York City time on such second Business Day. (b) At the time of the execution and delivery of this Agreement, the Trust Administrator Trustee shall establish a separate special purpose trust account in the name of the Trust Administrator Trustee for the benefit of Holders of the Class A-12 A-6 Certificates 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 amounts paid under the Policy into the Policy Payments Account and distribute such amounts only for purposes of payment to Holders of the Class A-12 A-6 Certificates of the Class A-12 A-6 Distribution Deficiency for which a claim was made and such amounts may not be applied to satisfy any costs, expenses or liabilities of the Trust Administrator Trustee or the Trust Estate. Amounts paid under the Policy shall be disbursed by the Trust Administrator Trustee to Holders of the Class A-12 A-6 Certificates in the same manner as distributions in reduction of the principal balance of and interest on the Certificates of such Class are made under Section 4.01(f). It shall not be necessary for such payments of the Class A-12 A-6 Distribution Deficiency to be made by checks or wire transfers separate from the check or wire transfer used to pay distributions in reduction of the principal balance of and interest on the Class A-12 A-6 Certificates with funds available to make such distributions. However, the amount of any distribution to be paid from funds transferred from the Policy Payments Account shall be noted as provided in (c) below and in the statement to be furnished to Holders of the Class A-12 A-6 Certificates and Financial Security FSA pursuant to Section 4.04. Funds held in the Policy Payments Account shall not be invested by the Trust AdministratorTrustee. (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 the claim under the Policy to the extent necessary to make distributions on the Class A-6 Certificates equal to the Class A-6 Distribution Deficiency on such Distribution Date shall be withdrawn from the Policy Payments Account and applied by the Trustee to the payment in full of the Class A-6

Policy Matters. (a) If, on the second third Business Day before any Distribution Date, the Trust Administrator Trustee determines that there will be a Class A-12 Distribution Deficiency Amount for such Distribution Date, the Trust Administrator Trustee shall determine the amount of such Class A-12 Distribution Deficiency Amount and shall give notice to Financial Security Radian by telephone or telecopy of the amount of such deficiency confirmed in writing by the Notice of Nonpayment by 12:00 noon, New York City time on such second third Business Day. (b) At the time of the execution and delivery of this Agreement, the Trust Administrator Trustee shall establish a separate special purpose trust account in the name of the Trust Administrator Trustee for the benefit of Holders of the Class A-12 1-A-3 Certificates referred to herein as the "Policy Payments Payment Account" over which the Trust Administrator Trustee shall have exclusive control and sole right of withdrawal. The Trust Administrator Trustee shall deposit any amounts paid under the Policy into the Policy Payments Payment Account and distribute such amounts only for purposes of payment to Holders of the Class A-12 1-A-3 Certificates of the Class A-12 Distribution Deficiency Insured Payment for which a claim was made and such amounts may not be applied to satisfy any costs, expenses or liabilities of the Trust Administrator Trustee or the Trust Estate. Amounts paid under the Policy shall be disbursed by the Trust Administrator Trustee to Holders of the Class A-12 1-A-3 Certificates in the same manner as distributions in reduction of the principal balance of and interest on the Certificates of such Class are made under Section 4.01(f)5.02. It shall not be necessary for such payments of the Class A-12 Distribution Deficiency Insured Payment to be made by checks or wire transfers separate from the check or wire transfer used to pay distributions in reduction of the principal balance of and interest on the Class A-12 1-A-3 Certificates with funds available to make such distributions. However, the amount of any distribution to be paid from funds transferred from the Policy Payments Payment Account shall be noted as provided in (c) below and in the statement to be furnished to Holders of the Class A-12 1-A-3 Certificates and Financial Security Radian pursuant to Section 4.045.04. Funds held in the Policy Payments Payment Account shall not be invested by the 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 Trustee as a result of the claim under the Policy to the extent necessary to make distributions on the Class 1-A-3 Certificates equal to the Deficiency Amount on such Distribution Date shall be withdrawn from the Policy Payment Account and applied by the Trustee to the payment in full of the Deficiency Amount. Any funds deposited into the Policy Payment Account in respect of the Class 1-A-3 Certificates that are remaining therein on the first Business Day following a Distribution Date after the Deficiency Amount has been made to the Certificateholders shall be remitted in immediately available funds to Radian, pursuant to the instructions of Radian, by the end of such Business Day. (c) The Trustee shall keep a complete and accurate record of the Class 1-A-3 Interest Loss Amount and the Class 1-A-3 Principal Loss Amount paid from moneys received under the Policy. Radian shall have the right to inspect such records at reasonable times upon one Business Day's 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 distributions in reduction of the principal balance of or interest on a Class 1-A-3 Certificate has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall so notify Radian and shall comply with the provisions of the Policy to obtain payment by Radian of such avoided distribution, and shall, at the time it provides notice to Radian, notify, by mail to Holders of the Certificates that, in the event that any Holder's distribution 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 by the Trustee and the Trustee shall furnish to Radian its records evidencing the distributions in reduction of the principal balance of and interest on the Class 1-A-3 Certificates, if any, which have been made by the Trustee and subsequently recovered from Holders, and the dates on which such distributions were made. Such payment under the Policy shall be disbursed to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order and not to the Trustee or any Class 1-A-3 Certificateholder directly (unless such Certificateholder has previously paid such amount to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order, in which case such payment shall be disbursed to the Trustee for distribution to such Certificateholder upon proof of such payment reasonably satisfactory to Radian). (e) The Trustee shall promptly notify Radian of any proceeding or the institution of any action seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership or similar law (a "Preference Claim") of any distribution made with respect to the Class 1-A-3 Certificates as to which it has actual knowledge. Each Holder of a Class 1-A-3 Certificate, by its purchase of such Certificates and the Trustee hereby agree that Radian (so long as no Radian Default exists) may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, Radian shall be subrogated to the rights of the Trustee and each Holder in the conduct of any Preference Claim, including, without limitation, all rights of any party to an adversary proceeding or action with respect to any court order issued in connection with any such Preference Claim. (f) The Trustee acknowledges, and each Holder of a Class 1-A-3 Certificate by its acceptance of such Certificate agrees, that without the need for any further action on the part of Radian or the Trustee, to the extent that Radian makes payments directly or indirectly on account of principal or interest on any Class 1-A-3 Certificate, Radian shall be fully subrogated to all of the rights of such Certificateholders with respect to any and all amounts paid under the Policy. The Class 1-A-3 Certificateholders by acceptance of such Certificates assign their rights as Holders of such Certificates to Radian to the extent of Radian's interest with respect to amounts paid under the Policy. Anything herein to the contrary notwithstanding, solely for purposes of determining Radian's rights, as applicable, as subrogee for payments distributable pursuant to Section 5.02, any payment with respect to distributions to the Class 1-A-3 Certificates which is made with funds received pursuant to the terms of the Policy, shall not be considered payment of the Class 1-A-3 Certificates from the Trust AdministratorEstate and shall not result in the distribution or the provision for the distribution in reduction of the Class Certificate Balance of the Class 1-A-3 Certificates except to the extent such payment has been reimbursed to Radian pursuant to the terms hereof. (g) The Servicer shall designate a Radian Contact Person who shall be available to Radian to provide reasonable access to information regarding the Mortgage Loans. The initial Radian Contact Person is Sxxxx Xxxxxxxx. (h) The Trustee shall surrender the Policy to Radian for cancellation upon reduction of the Class Certificate Balance of the Class 1-A-3 Certificates to zero. (i) All references herein to the ratings assigned to the Certificates and to the interests of any Certificateholders shall be without regard to the Policy. (j) For so long as there is no continuing default by Radian under its obligations under the Policy, each Holder of a Class 1-A-3 Certificate agrees that Radian shall be entitled to exercise the voting, consent, directing and other control rights of the Holders of the Class 1-A-3 Certificates without consent of such Holders and the Holders of the Class 1-A-3 Certificates shall only exercise such rights with the prior written consent of Radian. (k) Notwithstanding Section 11.10, Radian shall be entitled to its Premium Distribution Amount for each Distribution Date in accordance with the provisions of this Agreement. Payment of the Premium Distribution Amount shall be made on each Distribution Date in accordance with the priorities set forth in Section 5.02(a) by the Trustee to Radian by wire transfer in immediately available funds to the account specified in writing by Radian to the Trustee.

Policy Matters. (a) If, on the second Business Day before any Distribution Date, the Trust Administrator determines that there will be a Class A-12 A-4 Distribution Deficiency for such Distribution Date, the Trust Administrator shall determine the amount of such Class A-12 A-4 Distribution Deficiency and shall give notice to Financial Security by telephone or telecopy of the amount of such deficiency confirmed in writing by the Notice of Nonpayment by 12:00 noon, New York City time on such second Business Day. (b) At the time of the execution and delivery of this Agreement, the Trust Administrator shall establish a separate special purpose trust account in the name of the Trust Administrator for the benefit of Holders of the Class A-12 A-4 Certificates 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 amounts paid under the Policy into the Policy Payments Account and distribute such amounts only for purposes of payment to Holders of the Class A-12 A-4 Certificates of the Class A-12 A-4 Distribution Deficiency for which a claim was made and such amounts may not be applied to satisfy any costs, expenses or liabilities of the Trust Administrator or the Trust Estate. Amounts paid under the Policy shall be disbursed by the Trust Administrator to Holders of the Class A-12 A-4 Certificates in the same manner as distributions in reduction of the principal balance of and interest on the Certificates of such Class are made under Section 4.01(f4.01(e). It shall not be necessary for such payments of the Class A-12 A-4 Distribution Deficiency to be made by checks or wire transfers separate from the check or wire transfer used to pay distributions in reduction of the principal balance of and interest on the Class A-12 A-4 Certificates with funds available to make such distributions. However, the amount of any distribution to be paid from funds transferred from the Policy Payments Account shall be noted as provided in (c) below and in the statement to be furnished to Holders of the Class A-12 A-4 Certificates and Financial Security pursuant to Section 4.04. Funds held in the Policy Payments Account shall not be invested by the Trust Administrator.