Common use of Policy Matters Clause in Contracts

Policy Matters. (a) If, on the third Business Day before any Distribution Date, the Trustee determines that the Available Funds for such Distribution Date distributable to the Holders of the Class A-4 Certificates pursuant to Section 4.02 together with any amounts that may be distributable to the Holders of the Class A-4 Certificates from the Class A-4 Reserve Fund pursuant to Section 4.02(f) will be insufficient to pay the Required Distributions on such Distribution Date, the Trustee shall determine the amount of any such deficiency and shall give notice to MBIA and the Fiscal Agent (as defined in the Class A-4 Policy), if any, by telephone or telecopy of the amount of such deficiency, confirmed in writing by notice substantially in the form of Exhibit A to the Class A-4 Policy by 12:00 noon, New York City time on such third Business Day. The Trustee's responsibility for delivering the notice to MBIA as provided in the preceding sentence is limited to the availability, timeliness and accuracy of the information provided by the Master Servicer. (b) 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 Certificate has been voided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall (i) promptly notify MBIA and the Fiscal Agent, if any, and (ii) comply with the provisions of the Class A-4 Policy to obtain payment by MBIA of such voided scheduled payment. In addition, the Trustee shall mail notice to all Holders of the 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 Class A-4 Policy a copy of which shall be made available to such Holders by the Trustee. The Trustee shall furnish to MBIA and the Fiscal Agent, if any, its records listing the payments on the affected 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. (c) At the time of the execution hereof, and for the purposes hereof, the Trustee shall establish a separate special purpose trust account in the name of the Trustee for the benefit of Holders of the Class A-4 Certificates (the "Class A-4 Policy Payments Account") over which the Trustee shall have exclusive control and sole right of withdrawal. The Class A-4 Policy Payments Account shall be an

Policy Matters. (a) If, on the third second Business Day before any Distribution Date, the Trustee Trust Administrator determines that the Available Funds for such Distribution Date distributable to the Holders of the Class A-4 A-3A Certificates pursuant to Section 4.02 together with any amounts that may be distributable to the Holders of the Class A-4 Certificates from the Class A-4 Reserve Fund pursuant to Section 4.02(f) will be insufficient to pay the Required Distributions on such Distribution Date, the Trustee Trust Administrator shall determine the amount of any such deficiency and shall give notice to MBIA and the Fiscal Agent (as defined in the Class A-4 Policy), if any, Certificate Insurer by telephone or telecopy of the amount of such deficiency, confirmed in writing by notice substantially in the form of Exhibit A to the Class A-4 Policy by 12:00 noon, New York City time on such third second Business Day. The Trustee's responsibility for delivering the notice to MBIA as provided in the preceding sentence is limited to the availability, timeliness and accuracy of the information provided by the Master Servicer. (b) In the event the Trustee Trust Administrator receives a certified copy of an a final non-appealable order of the appropriate court that any scheduled payment of principal or interest on a Class A-4 A-3A Certificate has been voided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee Trust Administrator shall (i) promptly notify MBIA and the Fiscal Agent, if any, Certificate Insurer and (ii) comply with the provisions of the Class A-4 Policy to obtain payment by MBIA the Certificate Insurer of such voided scheduled payment. In addition, the Trustee Trust Administrator shall mail notice to all Holders of the Class A-4 A-3A Certificates so affected that, in the event that any such Holder's ’s scheduled payment is so recovered, such Holder will be entitled to payment pursuant to the terms of the Class A-4 Policy a copy of which shall be made available to such Holders by the TrusteeTrust Administrator. The Trustee Trust Administrator shall furnish to MBIA and the Fiscal Agent, if any, Certificate Insurer its records listing the payments on the affected Class A-4 A-3A Certificates, if any, that have been made by the Trustee Trust Administrator and subsequently recovered from the affected Holders, and the dates on which such payments were made by the TrusteeTrust Administrator. (c) At the time of the execution hereof, and for the purposes hereof, the Trustee Trust Administrator shall establish a separate special purpose trust account in the name of the Trustee Trust Administrator for the benefit of Holders of the Class A-4 A-3A Certificates (the "Class A-4 “Policy Payments Account"”) over which the Trustee Trust Administrator shall have exclusive control and sole right of withdrawal. The Class A-4 Policy Payments Account shall be anan Eligible Account. The Trust Administrator shall deposit any amount paid under the Policy into the Policy Payments Account and distribute such amount only for the purposes of making the payments to Holders of the Class A-3A Certificates in respect of the Required Distribution for which the related claim was made under the Policy. Such amounts shall be allocated by the Trust Administrator to Holders of Class A-3A Certificates affected by such shortfalls in the same manner as principal and interest payments are to be allocated with respect to such Certificates pursuant to Section 4.02. It shall not be necessary for such payments to be made by checks or wire transfers separated from the checks or wire transfers used to make regular payments hereunder with funds withdrawn from the Distribution Account. However, any payments made on the Class A-3A Certificates from funds in the Policy Payments Account shall be noted as provided in subsection (e) below. Funds held in the Policy Payments Account shall not be invested by the Trust Administrator. (d) Any funds received from the Certificate Insurer for deposit into the Policy Payments Account pursuant to the Policy in respect of a Distribution Date or otherwise as a result of any claim under the Policy shall be applied by the Trust Administrator directly to the payment in full (i) of the Required Distribution due on such Distribution Date on the Class A-3A Certificates, or (ii) of other amounts payable under the Policy. Funds received by the Trust Administrator as a result of any claim under the Policy shall be used solely for payment to the Holders of the Class A-3A Certificates and may not be applied for any other purpose, including, without limitation, satisfaction of any costs, expenses or liabilities of the Trust Administrator, the Master Servicer or the Trust Fund. Any funds remaining in the Policy Payments Account on the first Business Day after each Distribution Date shall be remitted promptly to the Certificate Insurer in accordance with the instructions set forth in Section 5.01. (e) The Trust Administrator shall keep complete and accurate records in respect of (i) all funds remitted to it by the Certificate Insurer and deposited into the Policy Payments Account and (ii) the allocation of such funds to (A) payments of interest on and principal in respect of any Class A-3A Certificates and (B) the amount of funds available to make distributions on the Class A-3A 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 Trust Administrator. (f) The Trust Administrator acknowledges, and each Holder of a Class A-3A Certificate by its acceptance of such Class A-3A Certificate, as applicable, agrees, that, without the need for any further action on the part of the Certificate Insurer or the Trust Administrator, to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on any Class A-3A Certificates, the Certificate Insurer will be fully subrogated to the rights of the Holders of such Class A-3A Certificates to receive such principal and interest from the Trust Fund. The Holders of the Class A-3A Certificates, by acceptance of the Class A-3A Certificates, assign their rights as Holders of the Class A-3A 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 Class A-3A Certificates which is made with funds received pursuant to the terms of the Policy, shall not be considered payment of the Class A-3A 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-3A Certificates within the meaning of Article IV. (g) Upon its becoming aware of the occurrence of an Event of Default, the Trust Administrator shall promptly notify the Certificate Insurer of such Event of Default. (h) The Trust Administrator shall promptly notify the Certificate Insurer of either of the following as to which it has actual knowledge: (A) the commencement of any proceeding by or against the Depositor commenced under the United States bankruptcy code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an “Insolvency Proceeding”) and (B) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a “Preference Claim”) of any distribution made with respect to the Class A-3A Certificates as to which it has actual knowledge. Each Holder of a Class A-3A Certificate by its purchase of such Class A-3A Certificate, as applicable, and the Trust Administrator 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, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Certificate Insurer shall be subrogated to the rights of the Trust Administrator and each Holder of a Class A-3A 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. (i) The Master Servicer shall designate 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 Person is to the attention of the Client Manager—MABS 2006-AB1. (j) The Trust Administrator shall surrender the Policy to the Certificate Insurer for cancellation upon the reduction of the Class Principal Balance of the Class A-3A Certificates to zero. (k) The Trust Administrator shall send or make available to the Certificate Insurer any reports, statements or communications sent or made available to Holders of the Class A-3A Certificates, in each case at the same time such reports, statements and communications are otherwise sent or made available. (l) For so long as no Certificate Insurer Default exists (and whether or not any payments with respect to Insured Amounts have been made), each holder of a Class A-3A Certificate agrees that the Certificate Insurer shall be deemed to be the sole Holder of all outstanding Class A-3A Certificates (other than the right to receive distributions on such Class A-3A Certificates except via subrogation); provided, that the Certificate Insurer shall have no power without the consent of the holder of each Certificate affected thereby to: (i) reduce in any manner the amount of, or delay the timing of, distributions of principal or interest required to be made hereunder to the Class A-3A Certificateholders; (ii) modify any provision in any way which would permit an earlier retirement of the Class A-3A Certificates; or (iii) amend the definition of “Certificateholder” or “Holder” in Section 1.01. (m) The Trust Administrator shall, on behalf of the Trust, the Trustee and the Class A-3A Certificateholders, administer and hold the Policy in accordance with its terms and the provisions of this Agreement.

Policy Matters. (a) If, on the third Business Day before any Distribution Date, the Trustee determines that the Available Funds for such Distribution Date distributable to the Holders of the Class A-4 1-A-3 Certificates pursuant to Section 4.02 together with any amounts that may be distributable to the Holders of the Class A-4 Certificates from the Class A-4 Reserve Fund pursuant to Section 4.02(f) will be insufficient to pay the Required Distributions on such Distribution Date, the Trustee shall determine the amount of any such deficiency and shall give notice to MBIA and the Fiscal Agent (as defined in the Class A-4 1-A-3 Policy), if any, by telephone or telecopy of the amount of such deficiency, confirmed in writing by notice substantially in the form of Exhibit A to the Class A-4 1-A-3 Policy by 12:00 noon, New York City time on such third Business Day. The Trustee's responsibility for delivering the notice to MBIA as provided in the preceding sentence is limited to the availability, timeliness and accuracy of the information provided by the Master Servicer. (b) 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 1-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 MBIA and the Fiscal Agent, if any, and (ii) comply with the provisions of the Class A-4 1-A-3 Policy to obtain payment by MBIA of such voided scheduled payment. In addition, the Trustee shall mail notice to all Holders of the Class A-4 1-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 Class A-4 1-A-3 Policy a copy of which shall be made available to such Holders by the Trustee. The Trustee shall furnish to MBIA and the Fiscal Agent, if any, its records listing the payments on the affected Class A-4 1-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. (c) At the time of the execution hereof, and for the purposes hereof, the Trustee shall establish a separate special purpose trust account in the name of the Trustee for the benefit of Holders of the Class A-4 1-A-3 Certificates (the "Class A-4 1-A-3 Policy Payments Account") over which the Trustee shall have exclusive control and sole right of withdrawal. The Class A-4 1-A-3 Policy Payments Account shall be anan Eligible Account. The Trustee shall deposit any amount paid under the Class 1-A-3 Policy into the Class 1-A-3 Policy Payments Account and distribute such amount only for the purposes of making the payments to Holders of the Class 1-A-3 Certificates in respect of the Required Distribution for which the related claim was made under the Class 1-A-3 Policy. Such amounts shall be allocated by the Trustee to Holders of Class 1-A-3 Certificates affected by such shortfalls in the same manner as principal and interest payments are to be allocated with respect to such Certificates pursuant to Section 4.02. It shall not be necessary for such payments to be made by checks or wire transfers separated from the checks or wire transfers used to make regular payments hereunder with funds withdrawn from the Distribution

Policy Matters. (a) If, on the third Business Day before any Distribution Date, the Securities Administrator notifies the Trustee determines that the Available Funds for such Distribution Date distributable to the Holders of the Class A-4 Certificates pursuant to Section 4.02 together with any amounts that may be distributable to the Holders of the Class A-4 Certificates from the Class A-4 Reserve Fund pursuant to Section 4.02(f) will be insufficient to pay the Required Distributions a Deficiency Amount exists on such Distribution Date, the Trustee shall determine the amount of any such deficiency and shall give notice to MBIA Radian and the Fiscal Agent (as defined in the Class A-4 Policy), if any, by telephone or telecopy of the amount of such deficiencyDeficiency Amount, confirmed in writing by notice substantially in the form of Exhibit A to the Class A-4 Policy by 12:00 noon, New York City time on such third Business Day. The Trustee's responsibility for delivering the notice to MBIA Radian as provided in the preceding sentence is limited to contingent upon its receipt of available, timely and accurate information from the availability, timeliness and accuracy of the information provided by the Master ServicerSecurities Administrator. (b) In the event the Trustee receives a certified copy of an order of the appropriate court that regarding any scheduled payment of principal or interest on a Class A-4 Certificate has been voided Preference Amount (as defined in whole or in part as a preference payment under applicable bankruptcy lawthe Policy), the Trustee shall (i) promptly notify MBIA Radian and the Fiscal Agent, if any, and (ii) comply with the provisions of the Class A-4 Policy to obtain payment by MBIA Radian of such voided scheduled paymentPreference Amount. In addition, the Trustee shall mail notice to all Holders of the Class A-4 I-A-3 Certificates so affected that, in the event that any such Holder's scheduled payment is so recovereda Preference Amount, such Holder will be entitled to payment pursuant to the terms of the Class A-4 Policy Policy, a copy of which shall be made available to such Holders by the Trustee. The Trustee shall furnish to MBIA Radian and the Fiscal Agent, if any, its records listing the payments on the affected Class A-4 I-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. (c) At the time of the execution hereof, and for the purposes hereof, the Trustee shall establish a separate special purpose trust account in the name of the Trustee for the benefit of Holders of the Class A-4 I-A-3 Certificates (the "Class A-4 I-A-3 Policy Payments Account") over which the Trustee shall have exclusive control and sole right of withdrawal. The Class A-4 I-A-3 Policy Payments Account shall be anan Eligible Account. The Trustee shall deposit any amount paid under the Policy into the Class I-A-3 Policy Payments Account and distribute such amount only for the purposes of making the payments to Holders of the Class I-A-3 Certificates in respect of the Insured Payment for which the related claim was made under the Policy. Such amounts shall be allocated by the Trustee to Holders of Class I-A-3 Certificates affected by such shortfalls in the same manner as interest and principal payments are to be allocated with respect to such Certificates pursuant to Section 6.01. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to make regular payments hereunder with funds withdrawn from the Distribution Account. However, any payments made on the Class I-A-3 Certificates from funds in the I-A-3 Policy Payments Account shall be noted as provided in subsection (e) below. Funds held in the Class I-A-3 Policy Payments Account shall not be invested by the Trustee. (d) Any funds received from Radian for deposit into the Class I-A-3 Policy Payments Account pursuant to the Policy in respect of a Distribution Date or otherwise as a result of any claim under the Policy shall be applied by the Trustee directly to the payment in full (i) of the Deficiency Amount due on such Distribution Date on the Class I-A-3 Certificates, or (ii) of other amounts payable under the Policy. 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 Class I-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, the Depositor, the Seller, any Servicer, the Securities Administrator, the Master Servicer or the Trust Fund. Any funds remaining in the Class I-A-3 Policy Payments Account on the first Business Day after each Distribution Date shall be remitted promptly to Radian pursuant to the written instruction of Radian. (e) The Trustee shall keep complete and accurate records in respect of (i) all funds remitted to it by Radian and deposited into the Class I-A-3 Policy Payments Account and (ii) the allocation of such funds to (A) payments of interest on and principal in respect of any Class I-A-3 Certificates and (B) the amount of funds available to make distributions on the Class I-A-3 Certificates pursuant to Section 6.01. Radian shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days' prior notice to the Trustee. (f) The Trustee acknowledges, and each Holder of a Class I-A-3 Certificate by its acceptance of the Class I-A-3 Certificate agrees, that, without the need for any further action on the part of Radian or the Trustee to the extent Radian makes payments, directly or indirectly, on account of principal of or interest on any Class I-A-3 Certificates, Radian will be fully subrogated to the rights of the Holders of such Class I-A-3 Certificates to receive such principal and interest from the Trust Fund. The Holders of the Class I-A-3 Certificates, by acceptance of the Class I-A-3 Certificates, assign their rights as Holders of the Class I-A-3 Certificates 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 6.01, any payment with respect to distributions to the Class I-A-3 Certificates which is made with funds received pursuant to the terms of the Policy, shall not be considered payment of the Class I-A-3 Certificates from the Trust Fund and shall not result in the distribution or the provision for the distribution in reduction of the Current Principal Amount of the Class I-A-3 Certificates as described in this Article VI. The Trustee, the Seller, the Depositor and the Master Servicer shall cooperate in all respects with any reasonable request by Radian for action to preserve or enforce Radian's rights or interests under this Agreement without limiting the rights or affecting the interests of the Holders of the Mortgage Pass-Through Certificates as otherwise set forth herein. (g) Upon a Responsible Officer of the Trustee becoming aware of the occurrence of an Event of Default, the Trustee shall promptly notify Radian of such Event of Default. (h) The Trustee shall promptly notify Radian of either of the following as to which a Responsible Officer has actual knowledge: (A) the commencement of any proceeding by or against the Seller 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 proceeding seeking the avoidance as a preferential transfer (a "Preference Claim") of any distribution made with respect to the Class I-A-3 Certificates as to which it has actual knowledge. Each Holder of a Class I-A-3 Certificate, by its purchase of Class I-A-3 Certificates, and the Trustee hereby agrees that Radian (so long as no Radian Default (as defined below) 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 of a Class I-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. (i) The Master 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 to the attention of Client Manager - Prime 2005-1. (j) The Trustee shall promptly surrender the Policy to Radian for cancellation upon the reduction of the Current Principal Amount of the Class I-A-3 Certificates to zero. (k) The Trustee shall send or otherwise make available to Radian any statements or communications sent or made available by the Trustee to Holders of the Class I-A-3 Certificates including, without limitation, statements prepared pursuant to Section 6.05, 8.03 and 9.12, in each case at the same time such reports, statements and communications are otherwise sent. (l) For so long as there is not a continuing default by Radian under its obligations under the Policy (a "Radian Default"), each Holder of a Class I-A-3 Certificate agrees that Radian shall be treated by the Seller, the Depositor, the Master Servicer, the Securities Administrator and the Trustee as if Radian were the Holder of all Class I-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 the Holders of the Class I-A-3 Certificates hereunder without any further consent of the Holders of the Class I-A-3 Certificates and such holders shall not exercise such rights without the prior written consent of Radian.

Policy Matters. (a) If, on the third Business Day before any Distribution Date, the Trustee determines that the Available Funds for such Distribution Date distributable to the Holders of the Class A-4 1-A-3 Certificates pursuant to Section 4.02 together with any amounts that may be distributable to the Holders of the Class A-4 Certificates from the Class A-4 Reserve Fund pursuant to Section 4.02(f) will be insufficient to pay the Required Distributions on such Distribution Date, the Trustee shall determine the amount of any such deficiency and shall give notice to MBIA and the Fiscal Agent (as defined in the Class A-4 1-A-3 Policy), if any, by telephone or telecopy of the amount of such deficiency, confirmed in writing by notice substantially in the form of Exhibit A to the Class A-4 1-A-3 Policy by 12:00 noon, New York City time on such third Business Day. The Trustee's responsibility for delivering the notice to MBIA as provided in the preceding sentence is limited to the availability, timeliness and accuracy of the information provided by the Master Servicer. (b) 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 1-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 MBIA and the Fiscal Agent, if any, and (ii) comply with the provisions of the Class A-4 1-A-3 Policy to obtain payment by MBIA of such voided scheduled payment. In addition, the Trustee shall mail notice to all Holders of the Class A-4 1-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 Class A-4 1-A-3 Policy a copy of which shall be made available to such Holders by the Trustee. The Trustee shall furnish to MBIA and the Fiscal Agent, if any, its records listing the payments on the affected Class A-4 1-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. (c) At the time of the execution hereof, and for the purposes hereof, the Trustee shall establish a separate special purpose trust account in the name of the Trustee for the benefit of Holders of the Class A-4 1-A-3 Certificates (the "Class A-4 1-A-3 Policy Payments Account") over which the Trustee shall have exclusive control and sole right of withdrawal. The Class A-4 1-A-3 Policy Payments Account shall be anan Eligible Account. The Trustee shall deposit any amount paid under the Class 1-A-3 Policy into the Class 1-A-3 Policy Payments Account and distribute such amount only for the purposes of making the payments to Holders of the Class 1-A-3 Certificates in respect of the Required Distribution for which the related claim was made under the Class 1-A-3 Policy. Such amounts shall be allocated by the Trustee to Holders of Class 1-A-3 Certificates affected by such shortfalls in the same manner as principal and interest payments are to be allocated with respect to such Certificates pursuant to Section 4.02. It shall not be necessary for such payments to be made by checks or wire transfers separated from the checks or wire transfers used to make regular payments hereunder with funds withdrawn from the Distribution Account. However, any payments made on the Class 1-A-3 Certificates from funds in the Class 1-A-3 Policy Payments Account shall be noted as provided in subsection (e) below. Funds held in the Class 1-A-3 Policy Payments Account shall not be invested by the Trustee. (d) Any funds received from MBIA for deposit into the Class 1-A-3 Policy Payments Account pursuant to the Class 1-A-3 Policy in respect of a Distribution Date or otherwise as a result of any claim under the Class 1-A-3 Policy shall be applied by the Trustee directly to the payment in full (i) of the Required Distribution due on such Distribution Date on the Class 1-A-3 Certificates, or (ii) of other amounts payable under the Class 1-A-3 Policy. Funds received by the Trustee as a result of any claim under the Class 1-A-3 Policy shall be used solely for payment to the Holders of the Class 1-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, the Master Servicer or the Trust Fund. Any funds remaining in the Class 1-A-3 Policy Payments Account on the first Business Day after each Distribution Date shall be remitted promptly to MBIA in accordance with the instructions set forth in Section 5.01. (e) The Trustee shall keep complete and accurate records in respect of (i) all funds remitted to it by MBIA and deposited into the Class 1-A-3 Policy Payments Account and (ii) the allocation of such funds to (A) payments of interest on and principal in respect of any Class 1-A-3 Certificates, (B) Realized Losses allocated to the Class 1-A-3 Certificates and (C) the amount of funds available to make distributions on the Class 1-A-3 Certificates pursuant to Section 4.02. MBIA shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days' prior notice to the Trustee. (f) The Trustee acknowledges, and each Holder of a Class 1-A-3 Certificate by its acceptance of the Class 1-A-3 Certificate agrees, that, without the need for any further action on the part of MBIA or the Trustee, to the extent MBIA makes payments, directly or indirectly, on account of principal of or interest on any Class 1-A-3 Certificates, MBIA will be fully subrogated to the rights of the Holders of such Class 1-A-3 Certificates to receive such principal and interest from the Trust Fund. The Holders of the Class 1-A-3 Certificates, by acceptance of the Class 1-A-3 Certificates, assign their rights as Holders of the Class 1-A-3 Certificates to the extent of MBIA's interest with respect to amounts paid under the Class 1-A-3 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 1-A-3 Certificates which is made with funds received pursuant to the terms of the Class 1-A-3 Policy, shall not be considered payment of the Class 1-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 Certificate Balance of the Class 1-A-3 Certificates within the meaning of Article IV. (g) Upon its becoming aware of the occurrence of an Event of Default, the Trustee shall promptly notify MBIA of such Event of Default. (h) The Trustee shall promptly notify MBIA 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 1-A-3 Certificates as to which it has actual knowledge. Each Holder of a Class 1-A-3 Certificate, by its purchase of Class 1-A-3 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 of a Class 1-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. (i) 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 to the attention of Secondary Marketing. (j) The Trustee shall surrender the Class 1-A-3 Policy to MBIA for cancellation upon the reduction of the Class Certificate Balance of the Class 1-A-3 Certificates to zero. (k) The Trustee shall send to MBIA the reports prepared pursuant to Sections 3.16 and 3.17 and the statements prepared pursuant to Section 4.06, as well as any other statements or communications sent to Holders of the Class 1-A-3 Certificates, in each case at the same time such reports, statements and communications are otherwise sent. (l) For so long as there is no continuing default by MBIA under its obligations under the Class 1-A-3 Policy (a "MBIA Default"), each Holder of a Class 1-A-3 Certificate agrees that MBIA shall be treated by the Depositor, the Master Servicer and the Trustee as if MBIA were the Holder of all of the Class 1-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 1-A-3 Certificates hereunder. (m) With respect to this Section 4.05, (i) the terms "Receipt" and "Received" shall mean actual delivery to MBIA and the 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. If any notice or certificate given under the Class 1-A-3 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. MBIA or its Fiscal Agent, if any, shall promptly so advise the Trustee and the Trustee may submit an amended notice and (ii) "Business Day" means any day other than (A) a Saturday or Sunday or (B) a day on which MBIA 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.

Policy Matters. (a) If, on the third second Business Day before any Distribution Date, the Trustee Securities Administrator, on behalf of the Trustee, determines that a Deficiency Amount is required to be paid by the Available Funds for such Distribution Date distributable to the Holders of the Class A-4 Certificates pursuant to Section 4.02 together with any amounts that may be distributable to the Holders of the Class A-4 Certificates from the Class A-4 Reserve Fund pursuant to Section 4.02(f) will be insufficient to pay the Required Distributions Insurer on such Distribution Date, the Trustee Securities Administrator shall determine the amount of any such deficiency Deficiency Amount and shall give notice to MBIA and the Fiscal Agent (prepare, as defined in the Class A-4 Policy)applicable, if any, by telephone or telecopy a Notice of the amount of such deficiency, confirmed in writing by notice substantially Nonpayment in the form of Exhibit A to the Class A-4 Policy and execute and submit such Notice of Nonpayment to the Insurer by 12:00 noon, New York City time on the second Business Day before such third Business DayDistribution Date as a claim for a Deficiency Amount. The Trustee's Securities Administrator’s responsibility for delivering a Notice of Nonpayment to the notice to MBIA Insurer, as provided in the preceding sentence sentence, is limited to the availability, timeliness and accuracy of the information required to be provided hereunder by the Master ServicerServicer to the Securities Administrator. (b) In the event the Trustee Securities Administrator receives a certified copy, with a copy to the Trustee, of an order of the appropriate court that any scheduled payment of principal or interest on a Class A-4 I-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 MBIA the Insurer in writing, as appropriate, and the Fiscal Agent, if any, and (ii) comply Securities Administrator shall make a claim on the Policy in accordance with the provisions of the Class A-4 Policy thereof to obtain payment by MBIA the Insurer of such voided scheduled payment. In addition, the Trustee Securities Administrator shall mail notice to all Holders of the Class A-4 I-A-2 Certificates so affected that, in the event that any such Holder's ’s scheduled payment is so recovered, such Holder will be entitled to payment pursuant to the terms of the Class A-4 Policy Policy, a copy of which shall be made available to such Holders by the TrusteeSecurities Administrator. The Trustee Securities Administrator shall furnish to MBIA and the Fiscal Agent, if any, Insurer its records listing the payments on the affected Class A-4 I-A-2 Certificates, if any, that have been made by the Trustee Securities Administrator and subsequently recovered from the affected Holders, and the dates on which such payments were made by the TrusteeSecurities Administrator. (c) At the time of the execution hereof, and for the purposes hereof, the Trustee Securities Administrator shall establish a separate special purpose trust account in the name of the Trustee for the benefit of the Holders of the Class A-4 I-A-2 Certificates and the Insurer (the "Class A-4 “Policy Payments Account"”) over which the Trustee Securities Administrator, on behalf of the Trustee, shall have exclusive control and sole right of withdrawal. The Class A-4 Policy Payments Account shall be anan Eligible Account. The Securities Administrator shall deposit any amount received by it and paid under the Policy into the Policy Payments Account and distribute such amount only for the purposes of making payments to the Holders of the Class I-A-2 Certificates in respect of Insured Amounts (or other amounts payable pursuant to paragraph (b) above on the Class I-A-2 Certificates by the Insurer pursuant to the Policy) for which the related claim was made under the Policy. Such amounts shall be allocated by the Securities Administrator to Holders of the Class I-A-2 Certificates, as applicable, entitled to such payments in the same manner as principal and interest distributions are to be allocated with respect to such Certificates pursuant to Section 6.04. It shall not be necessary for such payments to be made by checks or by wire transfers separate from the checks or wire transfers used to make regular payments hereunder with funds withdrawn from the Distribution Account. However, any payments made on the Class I-A-2 Certificates from funds in the Policy Payments Account shall be noted as provided in subsection (e) below. Funds held in the Policy Payments Account shall not be invested by the Securities Administrator. (d) Any funds received by the Securities Administrator from the Insurer for deposit into the Policy Payments Account pursuant to the Policy in respect of a Distribution Date or otherwise as a result of any claim under such Policy shall be applied by the Securities Administrator directly to the payment in full of the Insured Amounts due on such Distribution Date on the Class I-A-2 Certificates. Funds received by the Securities Administrator as a result of any claim under the Policy shall be used solely for payment to the Holders of the Class I-A-2 Certificates and may not be applied for any purpose, including, without limitation, satisfaction of any costs, expenses or liabilities of the Trustee, the Securities Administrator, the Master Servicer, any Servicer, the Depositor or the Trust Fund. Any funds remaining in the Policy Payments Account on the first Business Day after each Distribution Date (other than the Final Scheduled Distribution Date to the extent of funds remaining in the Policy Payments Account required to be paid to Holders of the Class I-A-2 Certificates) shall be remitted promptly by the Securities Administrator to the Insurer pursuant to written instructions of the Insurer. (e) The Securities Administrator shall keep complete and accurate records in respect of (i) all funds remitted to the Securities Administrator by the Insurer and deposited into the Policy Payments Account and (ii) the allocation of such funds to (A) payments of interest on and principal in respect of any Class I-A-2 Certificates and (B) payments in respect of the Preference Amounts. The Insurer shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days’ prior written notice to the Securities Administrator. Any Insured Amounts disbursed by the Securities Administrator from proceeds of the Policy shall be considered payment by the Insurer and not by the Trust Fund with respect to the Class I-A-2 Certificates, and the Insurer will be entitled to receive the Reimbursement Amount pursuant to Section 6.04. (f) The Securities Administrator acknowledges, and each Holder of a Class I-A-2 Certificate by its acceptance of such Certificate agrees that, without the need for any further action on the part of the Insurer or the Securities Administrator, to the extent the Insurer pays the Insured Amounts, directly or indirectly, on account of principal of interest on any Class I-A-2 Certificates, the Insurer shall be fully subrogated to the rights of the Holders of such Class I-A-2 Certificates to receive the Reimbursement Amount pursuant to Section 6.04. The Class I-A-2 Certificateholders, by acceptance of such Certificates, assign to the Insurer their rights as Holders of the Class I-A-2 Certificates, to the extent of the Insurer’s interest with respect to amounts paid under the Policy. Each of the Depositor and the Securities Administrator agrees to such subrogation and, further agrees to execute such instruments and to take such reasonable actions at the expense of the Trust Fund as, in the sole judgment of the Insurer, are necessary to evidence and, subject to the priority of payment provisions of this Agreement, to perfect the rights of the Insurer to receive any moneys paid or payable in respect of the Class I-A-2 Certificates under this Agreement or otherwise. Anything herein to the contrary notwithstanding, solely for purposes of determining the Insurer’s voting or control rights as subrogee for payments distributable pursuant to Section 6.04, any payment with respect to distributions to the Policy shall not be considered payment of the Class I-A-2 Certificates from the Trust Fund and shall not result in the distribution or the provision for the distribution in reduction of the Certificate Principal Balances of the Class I-A-2 Certificates or Accrued Certificate Interest thereon. (g) The Trustee shall promptly notify the Insurer of either of the following as to which a Responsible Officer has actual knowledge: (A) the commencement of any proceeding by or against the Depositor commenced under the United States bankruptcy code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an “Insolvency Proceeding”) and (B) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a “Preference Claim”) of any distribution made with respect to the Class I-A-2 Certificates. Each Holder of a Class I-A-2 Certificate, by its purchase of such Certificate, and the Trustee hereby agree that the Insurer (so long as no 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, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Insurer shall be subrogated to the rights of the Trustee and each Holder of a Class I-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. (h) The Trustee shall surrender the Policy to the Insurer for cancellation upon the termination of the Trust Fund pursuant to Article IX hereof. (i) The Trustee shall, upon retirement of the Class I-A-2 Certificates, furnish to the Insurer a notice of such retirement, and, upon retirement of the Class I-A-2 Certificates and the expiration of the Policy, surrender the Policy to the Insurer for cancellation. (j) The Trustee shall hold the Policy in trust as agent for the Holders of the Class I-A-2 Certificates for purposes of making claims thereon and distributing the proceeds thereof. Neither the Policy nor the amounts paid on the Policy shall constitute part of the Trust Fund by this Agreement. Each Holder of Class I-A-2 Certificates, by accepting its Class I-A-2 Certificate, appoints the Securities Administrator as attorney in fact for the purpose of making claims on the Policy. (k) The Insurer Premium Amount to be paid pursuant to Section 6.04 shall be paid by the Securities Administrator to the Insurer in accordance with the Insurance Agreement and this Agreement.

Policy Matters. (a) If, on the third Business Day before any Distribution Date, the Trustee determines that the Available Funds for such Distribution Date distributable to the Holders of the Class A-4 Certificates pursuant to Section 4.02 together with any amounts that may be distributable to the Holders of the Class A-4 Certificates from the Class A-4 Reserve Fund pursuant to Section 4.02(f) will be insufficient to pay the Required Distributions a Deficiency Amount exists on such Distribution Date, the Trustee shall determine the amount of any such deficiency and shall give notice to MBIA and the Fiscal Agent (as defined in the Class A-4 A-3 Policy), if any, by telephone or telecopy of the amount of such deficiencyDeficiency Amount, confirmed in writing by notice substantially in the form of Exhibit A to the Class A-4 A-3 Policy by 12:00 noon, New York City time on such third Business Day. The Trustee's responsibility for delivering the notice to MBIA as provided in the preceding sentence is limited to contingent upon its receipt of available, timely and accurate information from the availability, timeliness and accuracy of the information provided by the Master Servicer. (b) 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 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 MBIA and the Fiscal Agent, if any, and (ii) comply with the provisions of the Class A-4 A-3 Policy to obtain payment by MBIA of such voided scheduled payment. In addition, the Trustee shall mail notice to all Holders of the Class A-4 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 Class A-4 Policy A-3 Policy, a copy of which shall be made available to such Holders by the Trustee. The Trustee shall furnish to MBIA and the Fiscal Agent, if any, its records listing the payments on the affected Class A-4 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. (c) At the time of the execution hereof, and for the purposes hereof, the Trustee shall establish a separate special purpose trust account in the name of the Trustee for the benefit of Holders of the Class A-4 A-3 Certificates (the "Class A-4 A-3 Policy Payments Account") over which the Trustee shall have exclusive control and sole right of withdrawal. The Class A-4 A-3 Policy Payments Account shall be anan Eligible Account. The Trustee shall deposit any amount paid under the Class A-3 Policy into the Class A-3 Policy Payments Account and distribute such amount only for the purposes of making the payments to Holders of the Class A-3 Certificates in respect of the Insured Payment for which the related claim was made under the Class A-3 Policy. Such amounts shall be allocated by the Trustee to Holders of Class A-3 Certificates affected by such shortfalls in the same manner as principal and interest payments are to be allocated with respect to such Certificates pursuant to Section 4.1. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to make regular payments hereunder with funds withdrawn from the Certificate Account. However, any payments made on the Class A-3 Certificates from funds in the Class A-3 Policy Payments Account shall be noted as provided in subsection (e) below. Funds held in the Class A-3 Policy Payments Account shall not be invested by the Trustee. (d) Any funds received from MBIA for deposit into the Class A-3 Policy Payments Account pursuant to the Class A-3 Policy in respect of a Distribution Date or otherwise as a result of any claim under the Class A-3 Policy shall be applied by the Trustee directly to the payment in full (i) of the Deficiency Amount due on such Distribution Date on the Class A-3 Certificates, or (ii) of other amounts payable under the Class A-3 Policy. Funds received by the Trustee as a result of any claim under the Class A-3 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, the Servicer or the Trust Fund. Any funds remaining in the Class A-3 Policy Payments Account on the first Business Day after each Distribution Date shall be remitted promptly to MBIA pursuant to the written instruction of MBIA. (e) The Trustee shall keep complete and accurate records in respect of (i) all funds remitted to it by MBIA and deposited into the Class A-3 Policy Payments Account and (ii) the allocation of such funds to (A) payments of interest on and principal in respect of any Class A-3 Certificates, (B) Realized Losses allocated to the Class A-3 Certificates, (C) the Net Interest Shortfalls allocated to the Class A-3 Certificates and (D) the amount of funds available to make distributions on the Class A-3 Certificates pursuant to Sections 4.1(b) and (f) including all amounts in the Reserve Fund. MBIA shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days' prior notice to the Trustee. (f) The Trustee acknowledges, and each Holder of a Class A-3 Certificate by its acceptance of the Class A-3 Certificate agrees, that, without the need for any further action on the part of MBIA or the Trustee to the extent MBIA makes payments, directly or indirectly, on account of principal of or interest on any Class A-3 Certificates, MBIA will be fully subrogated to the rights of the Holders of such Class A-3 Certificates to receive such principal and interest from the Trust Fund. The Holders of the Class A-3 Certificates, by acceptance of the Class A-3 Certificates, assign their rights as Holders of the Class A-3 Certificates to the extent of MBIA's interest with respect to amounts paid under the Class A-3 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 4.1, any payment with respect to distributions to the Class A-3 Certificates which is made with funds received pursuant to the terms of the Class A-3 Policy, shall not be considered payment of the 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-3 Certificates within the meaning of Article IV. The Trustee and the Servicer shall cooperate in all respects with any reasonable request by MBIA for action to preserve or enforce MBIA's rights or interests under this Agreement without limiting the rights or affecting the interests of the Holders as otherwise set forth herein. (g) Upon its becoming aware of the occurrence of an Event of Default, the Trustee shall promptly notify MBIA of such Event of Default. (h) The Trustee shall promptly notify MBIA of either of the following as to which a Responsible Officer 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-3 Certificates as to which it has actual knowledge. Each Holder of a Class A-3 Certificate, by its purchase of Class A-3 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 of a 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. (i) The Servicer shall designate an MBIA Contact Person who shall be available to MBIA to provide reasonable access to information regarding the Loans. The initial MBIA Contact Person is to the attention of Secondary Marketing. (j) The Trustee shall promptly surrender the Class A-3 Policy to MBIA for cancellation upon the reduction of the Class Principal Balance of the Class A-3 Certificates to zero. (k) The Trustee shall send to MBIA the certificates and statements prepared pursuant to Sections 3.11 and 3.12 and the statements prepared pursuant to Section 4.2, as well as any other statements or communications sent to Holders of the Class A-3 Certificates, in each case at the same time such reports, statements and communications are otherwise sent. (l) For so long as there is not continuing default by MBIA under its obligations under the Class A-3 Policy (an "MBIA Default"), each Holder of a Class A-3 Certificate agrees that MBIA shall be treated by the Depositor, the Servicer and the Trustee as if MBIA were the Holder of all 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 the Holders of the Class A-3 Certificates hereunder without any further consent of the Holders of the Class A-3 Certificates.

Policy Matters. (a) If, on the third Business Day before any Distribution Date, the Trustee determines that the Available Funds for such Distribution Date distributable to the Holders of the Class A-4 Certificates pursuant to Section 4.02 together with any amounts that may be distributable to the Holders of the Class A-4 Certificates from the Class A-4 Reserve Fund pursuant to Section 4.02(f) will be insufficient to pay the Required Distributions a Deficiency Amount exists on such Distribution Date, the Trustee shall determine the amount of any such deficiency and shall give notice to MBIA the Certificate Insurer and the Fiscal Agent (as defined in the Class A-4 II-A Policy), if any, by telephone or telecopy of the amount of such deficiencyDeficiency Amount, confirmed in writing by notice substantially in the form of Exhibit A to the Class A-4 II-A Policy by 12:00 noon, New York City time on such third Business Day. The Trustee's responsibility for delivering the notice to MBIA the Certificate Insurer as provided in the preceding sentence is limited to the availabilitycontingent upon its receipt of available, timeliness timely and accuracy of the accurate information provided by from the Master Servicer. (b) In the event the Trustee receives a certified copy of an order of the appropriate court that regarding any scheduled payment of principal or interest on a Avoided Payment (as defined in the Class A-4 Certificate has been voided in whole or in part as a preference payment under applicable bankruptcy lawII-A Policy), the Trustee shall (i) promptly notify MBIA the Certificate Insurer and the Fiscal Agent, if any, and (ii) comply with the provisions of the Class A-4 II-A Policy to obtain payment by MBIA the Certificate Insurer of such voided scheduled paymentAvoided Payment. In addition, the Trustee shall mail notice to all Holders of the Class A-4 II-A Certificates so affected that, in the event that any such Holder's scheduled payment is so recoveredan Avoided Payment, such Holder will be entitled to payment pursuant to the terms of the Class A-4 Policy II-A Policy, a copy of which shall be made available to such Holders by the Trustee. The Trustee shall furnish to MBIA the Certificate Insurer and the Fiscal Agent, if any, its records listing the payments on the affected Class A-4 II-A 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. (c) At the time of the execution hereof, and for the purposes hereof, the Trustee shall establish a separate special purpose trust account in the name of the Trustee for the benefit of Holders of the Class A-4 II-A Certificates (the "Class A-4 II-A Policy Payments Account") over which the Trustee shall have exclusive control and sole right of withdrawal. The Class A-4 II-A Policy Payments Account shall be anan Eligible Account. The Trustee shall deposit any amount paid under the Class II-A Policy into the Class II-A Policy Payments Account and distribute such amount only for the purposes of making the payments to Holders of the Class II-A Certificates in respect of the Insured Payment for which the related claim was made under the Class II-A Policy. Such amounts shall be allocated by the Trustee to Holders of Class II-A Certificates affected by such shortfalls in the same manner as interest and principal payments are to be allocated with respect to such Certificates pursuant to Section 5.04. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to make regular payments hereunder with funds withdrawn from the Distribution Account. However, any payments made on the Class II-A Certificates from funds in the Class II-A Policy Payments Account shall be noted as provided in subsection (e) below. Funds held in the Class II-A Policy Payments Account shall not be invested by the Trustee. (d) Any funds received from the Certificate Insurer for deposit into the Class II-A Policy Payments Account pursuant to the Class II-A Policy in respect of a Distribution Date or otherwise as a result of any claim under the Class II-A Policy shall be applied by the Trustee directly to the payment in full (i) of the Deficiency Amount due on such Distribution Date on the Class II-A Certificates, or (ii) of other amounts payable under the Class II-A Policy. Funds received by the Trustee as a result of any claim under the Class II-A Policy shall be used solely for payment to the Holders of the Class II-A Certificates and may not be applied for any other purpose, including, without limitation, satisfaction of any costs, expenses or liabilities of the Trustee, the Depositor, the Seller, any subservicer, the Master Servicer or the Trust Fund. Any funds remaining in the Class II-A Policy Payments 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. (e) 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 Class II-A Policy Payments Account and (ii) the allocation of such funds to (A) payments of interest on and principal in respect of any Class II-A Certificates and (B) the amount of funds available to make distributions on the Class II-A Certificates pursuant to Section 5.04. 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. (f) The Trustee acknowledges, and each Holder of a Class II-A Certificate by its acceptance of the Class II-A 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 II-A Certificates, the Certificate Insurer will be fully subrogated to the rights of the Holders of such Class II-A Certificates to receive such principal and interest from the Trust Fund. The Holders of the Class II-A Certificates, by acceptance of the Class II-A Certificates, assign their rights as Holders of the Class II-A Certificates to the extent of the Certificate Insurer's interest with respect to amounts paid under the Class II-A 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 5.04, any payment with respect to distributions to the Class II-A Certificates which is made with funds received pursuant to the terms of the Class II-A Policy, shall not be considered payment of the Class II-A Certificates from the Trust Fund and shall not result in the distribution or the provision for the distribution in reduction of the Certificate Principal Balance of the Class II-A Certificates as described in this Article V. The Trustee and the Master Servicer shall cooperate in all respects with any reasonable request by the Certificate Insurer for action to preserve or enforce the Certificate Insurer's rights or interests under this Agreement or the Insurance Agreement without limiting the rights or affecting the interests of the Holders as otherwise set forth herein. (g) Upon its becoming aware of the occurrence of an Event of Default, the Trustee shall promptly notify the Certificate Insurer of such Event of Default. (h) The Trustee shall promptly notify the Certificate Insurer of either of the following as to which a Responsible Officer 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 proceeding seeking the avoidance as a preferential transfer (a "Preference Claim") of any distribution made with respect to the Class II-A Certificates as to which it has actual knowledge. Each Holder of a Class II-A Certificate, by its purchase of Class II-A 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, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Certificate Insurer shall be subrogated to the rights of the Trustee and each Holder of a Class II-A 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. (i) The Master Servicer shall designate a Certificate Insurer Contact Person who shall be available to the Certificate Insurer to provide reasonable access to information regarding the Mortgage Loans. The initial Certificate Insurer Contact Person is to the attention of EMC Mortgage Corporation, 909 Hidden Ridge Drxxx, Xxxxxx, Xxxxx 00000, Xxxxxxxxx: Xxxxxxa Fellers, texxxxxxx: 000-004-3329. (x) Xxx Trustee shall promptly surrender the Class II-A Policy to the Certificate Insurer for cancellation upon the reduction of the Certificate Principal Balance of the Class II-A Certificates to zero. (k) The Trustee shall send to the Certificate Insurer the statements prepared pursuant to Section 5.05, as well as any other statements or communications sent to Holders of the Class II-A Certificates, in each case at the same time such reports, statements and communications are otherwise sent. (l) For so long as there is not continuing default by the Certificate Insurer under its obligations under the Class II-A Policy (a "Certificate Insurer Default"), each Holder of a Class II-A Certificate agrees that the Certificate Insurer shall be treated by the Depositor, the Master Servicer and the Trustee as if the Certificate Insurer were the Holder of all Class II-A 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 the Holders of the Class II-A Certificates hereunder without any further consent of the Holders of the Class II-A Certificates and such holders shall not exercise such rights without the prior written consent of the Certificate Insurer.

Policy Matters. (a) If, on the third Business Day before any Distribution Date, the Trustee determines that the Available Funds for such Distribution Date distributable to the Holders of the Class A-4 A-2 Certificates pursuant to Section 4.02 together with any amounts that may be distributable to the Holders of the Class A-4 Certificates from the Class A-4 Reserve Fund pursuant to Section 4.02(f) 4.02, will be insufficient to pay the Required Distributions on such Distribution Date, the Trustee shall determine the amount of any such deficiency and shall give notice to MBIA and the Fiscal Agent (as defined in the Class A-4 A-2 Policy), if any, by telephone or telecopy of the amount of such deficiency, confirmed in writing by notice substantially in the form of Exhibit A to the Class A-4 A-2 Policy by 12:00 noon, New York City time on such third Business Day. The Trustee's responsibility for delivering the notice to MBIA as provided in the preceding sentence is limited to the availability, timeliness and accuracy of the information provided by the Master Servicer. (b) 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 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 MBIA and the Fiscal Agent, if any, and (ii) comply with the provisions of the Class A-4 A-2 Policy to obtain payment by MBIA of such voided scheduled payment. In addition, the Trustee shall mail notice to all Holders of the Class A-4 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 Class A-4 A-2 Policy a copy of which shall be made available to such Holders by the Trustee. The Trustee shall furnish to MBIA and the Fiscal Agent, if any, its records listing the payments on the affected Class A-4 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. (c) At the time of the execution hereof, and for the purposes hereof, the Trustee shall establish a separate special purpose trust account in the name of the Trustee for the benefit of Holders of the Class A-4 A-2 Certificates (the "Class A-4 A-2 Policy Payments Account") over which the Trustee shall have exclusive control and sole right of withdrawal. The Class A-4 A-2 Policy Payments Account shall be anan Eligible Account. The Trustee shall deposit any amount paid under the Class A-2 Policy into the Class A-2 Policy Payments Account and distribute such amount only for the purposes of making the payments to Holders of the Class A-2 Certificates in respect of the Required Distribution for which the related claim was made under the Class A-2 Policy. Such amounts shall be allocated by the Trustee to Holders of Class A-2 Certificates affected by such shortfalls in the same manner as principal and interest payments are to be allocated with respect to such Certificates pursuant to Section 4.02. It shall not be necessary for such payments to be made by checks or wire transfers separated from the checks or wire transfers used to make regular payments hereunder with funds withdrawn from the Distribution Account. However, any payments made on the Class A-2 Certificates from funds in the Class A-2 Policy Payments Account shall be noted as provided in subsection (e) below. Funds held in the Class A-2 Policy Payments Account shall not be invested by the Trustee. (d) Any funds received from MBIA for deposit into the Class A-2 Policy Payments Account pursuant to the Class A-2 Policy in respect of a Distribution Date or otherwise as a result of any claim under the Class A-2 Policy shall be applied by the Trustee directly to the payment in full (i) of the Required Distribution due on such Distribution Date on the Class A-2 Certificates, or (ii) of other amounts payable under the Class A-2 Policy. Funds received by the Trustee as a result of any claim under the Class A-2 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, the Master Servicer or the Trust Fund. Any funds remaining in the Class A-2 Policy Payments Account on the first Business Day after each Distribution Date shall be remitted promptly to MBIA in accordance with the instructions set forth in Section 5.01. (e) The Trustee shall keep complete and accurate records in respect of (i) all funds remitted to it by MBIA and deposited into the Class A-2 Policy Payments Account and (ii) the allocation of such funds to (A) payments of interest on and principal in respect of any Class A-2 Certificates, (B) Realized Losses allocated to the Class A-2 Certificates and (C) the amount of funds available to make distributions on the Class A-2 Certificates pursuant to Section 4.02(a). MBIA shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days' prior notice to the Trustee. (f) 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 MBIA or the Trustee, to the extent MBIA makes payments, directly or indirectly, on account of principal of or interest on any Class A-2 Certificates, MBIA 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 MBIA's interest with respect to amounts paid under the Class A-2 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 A-2 Certificates which is made with funds received pursuant to the terms of the Class A-2 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 within the meaning of Article IV. (g) Upon its becoming aware of the occurrence of an Event of Default, the Trustee shall promptly notify MBIA of such Event of Default. (h) The Trustee shall promptly notify MBIA of either of the following as to which it has actual knowledge: (A) the commencement of any proceeding by or against the Depositor commenced under the United States bankruptcy code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an "Insolvency Proceeding") and (B) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a "Preference Claim") of any distribution made with respect to the Class A-2 Certificates as to which it has actual knowledge. Each Holder of a Class A-2 Certificate, by its purchase of Class A-2 Certificates, and the Trustee hereby agrees that 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 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. (i) 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 to the attention of Secondary Marketing. (j) The Trustee shall surrender the Class A-2 Policy to MBIA for cancellation upon the reduction of the Class Certificate Balance of the Class A-2 Certificates to zero. (k) The Trustee shall send to MBIA the statements prepared pursuant to Section 4.06, as well as any other statements or communications sent to Holders of the Class A-2 Certificates, in each case at the same time such reports, statements and communications are otherwise sent. (l) For so long as there is no continuing default by MBIA under its obligations under the Class A-2 Policy (an "MBIA Default"), each Holder of a Class A-2 Certificate agrees that MBIA shall be treated by the Depositor, the Master Servicer and the Trustee as if MBIA 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.With respect to this Section 4.04, (i) the terms "Receipt" and "Received" shall mean actual delivery to MBIA and MBIA's Fiscal Agent, if any, if any, prior to

Policy Matters. (a) If, on the third Business Day before any Distribution Date, the Trustee determines that the Available Funds for such Distribution Date distributable to the Holders of the Class A-4 A-12 Certificates pursuant to Section 4.02 together with any amounts that may be distributable to the Holders of the Class A-4 A-12 Certificates from the Class A-4 A-12 Reserve Fund pursuant to Section 4.02(f) will be insufficient to pay the Required Distributions on such Distribution Date, the Trustee shall determine the amount of any such deficiency and shall give notice to MBIA and the Fiscal Agent (as defined in the Class A-4 A-12 Policy), if any, by telephone or telecopy of the amount of such deficiency, confirmed in writing by notice substantially in the form of Exhibit A to the Class A-4 A-12 Policy by 12:00 noon, New York City time on such third Business Day. The Trustee's responsibility for delivering the notice to MBIA as provided in the preceding sentence is limited to the availability, timeliness and accuracy of the information provided by the Master Servicer. (b) 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 A-12 Certificate has been voided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall (i) promptly notify MBIA and the Fiscal Agent, if any, and (ii) comply with the provisions of the Class A-4 A-12 Policy to obtain payment by MBIA of such voided scheduled payment. In addition, the Trustee shall mail notice to all Holders of the Class A-4 A-12 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 A-12 Policy a copy of which shall be made available to such Holders by the Trustee. The Trustee shall furnish to MBIA and the Fiscal Agent, if any, its records listing the payments on the affected Class A-4 A-12 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. (c) At the time of the execution hereof, and for the purposes hereof, the Trustee shall establish a separate special purpose trust account in the name of the Trustee for the benefit of Holders of the Class A-4 A-12 Certificates (the "Class A-4 A-12 Policy Payments Account") over which the Trustee shall have exclusive control and sole right of withdrawal. The Class A-4 A-12 Policy Payments Account shall be anan Eligible Account. The Trustee shall deposit any amount paid under the Class A-12 Policy into the Class A-12 Policy Payments Account and distribute such amount only for the purposes of making the payments to Holders of the Class A-12 Certificates in respect of the Required Distribution for which the related claim was made under the Class A-12 Policy. Such amounts shall be allocated by the Trustee to Holders of Class A-12 Certificates affected by such shortfalls in the same manner as principal and interest payments are to be allocated with respect to such Certificates pursuant to Section 4.02. It shall not be necessary for such payments to be made by checks or wire transfers separated from the checks or wire transfers used to make regular payments hereunder with funds withdrawn from the Distribution Account. However, any payments made on the Class A-12 Certificates from funds in the Class A-12 Policy Payments Account shall be noted as provided in subsection (e) below. Funds held in the Class A-12 Policy Payments Account shall not be invested by the Trustee. (d) Any funds received from MBIA for deposit into the Class A-12 Policy Payments Account pursuant to the Class A-12 Policy in respect of a Distribution Date or otherwise as a result of any claim under the Class A-12 Policy shall be applied by the Trustee directly to the payment in full (i) of the Required Distribution due on such Distribution Date on the Class A-12 Certificates, or (ii) of other amounts payable under the Class A-12 Policy. Funds received by the Trustee as a result of any claim under the Class A-12 Policy shall be used solely for payment to the Holders of the Class A-12 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 Class A-12 Policy Payments Account on the first Business Day after each Distribution Date shall be remitted promptly to MBIA in accordance with the instructions set forth in Section 5.01. (e) The Trustee shall keep complete and accurate records in respect of (i) all funds remitted to it by MBIA and deposited into the Class A-12 Policy Payments Account and (ii) the allocation of such funds to (A) payments of interest on and principal in respect of any Class A-12 Certificates, (B) Realized Losses allocated to the Class A-12 Certificates (C) the Class A-12 Net Interest Shortfalls and (D) the amount of funds available to make distributions on the Class A-12 Certificates pursuant to Sections 4.02(a) and (f) including all amounts in the Class A-12 Reserve Fund. MBIA shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days' prior notice to the Trustee. (f) The Trustee acknowledges, and each Holder of a Class A-12 Certificate by its acceptance of the Class A-12 Certificate agrees, that, without the need for any further action on the part of MBIA or the Trustee, to the extent MBIA makes payments, directly or indirectly, on account of principal of or interest on any Class A-12 Certificates, MBIA will be fully subrogated to the rights of the Holders of such Class A-12 Certificates to receive such principal and interest from the Trust Fund. The Holders of the Class A-12 Certificates, by acceptance of the Class A-12 Certificates, assign their rights as Holders of the Class A-12 Certificates to the extent of MBIA's interest with respect to amounts paid under the Class A-12 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 A-12 Certificates which is made with funds received pursuant to the terms of the Class A-12 Policy, shall not be considered payment of the Class A-12 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-12 Certificates within the meaning of Article IV. (g) Upon its becoming aware of the occurrence of an Event of Default, the Trustee shall promptly notify MBIA of such Event of Default. (h) The Trustee shall promptly notify MBIA 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-12 Certificates as to which it has actual knowledge. Each Holder of a Class A-12 Certificate, by its purchase of Class A-12 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 of a Class A-12 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. (i) 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 to the attention of Secondary Marketing. (j) The Trustee shall surrender the Class A-12 Policy to MBIA for cancellation upon the reduction of the Class Certificate Balance of the Class A-12 Certificates to zero. (k) The Trustee shall send to MBIA the reports prepared pursuant to Sections 3.16 and 3.17 and the statements prepared pursuant to Section 4.06, as well as any other statements or communications sent to Holders of the Class A-12 Certificates, in each case at the same time such reports, statements and communications are otherwise sent. (l) For so long as there is no continuing default by MBIA under its obligations under the Class A-12 Policy (an "MBIA Default"), each Holder of a Class A-12 Certificate agrees that MBIA shall be treated by the Depositor, the Master Servicer and the Trustee as if MBIA were the Holder of all of the Class A-12 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-12 Certificates hereunder. (m) With respect to this Section 4.05, (i) the terms "Receipt" and "Received" shall mean actual delivery to MBIA and MBIA's Fiscal Agent, if any, if any, prior to 12:00 noon, New York City time, on a Business Day; delivery either on a day that is not a Business Day or after 12:00 noon, New York City time, shall be deemed to be Receipt on the next succeeding Business Day. If any notice or certificate given under the Class A-12 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. MBIA or its Fiscal Agent, if any, shall promptly so advise the Trustee and the Trustee may submit an amended notice and (ii) "Business Day" means any day other than (A) a Saturday or Sunday or (B) a day on which MBIA 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.

Policy Matters. (a) If, on the third Business Day before any Distribution Date, the Trustee determines that the Available Funds for such Distribution Date distributable to the Holders of the Class A-4 A-8 Certificates pursuant to Section 4.02 together with any amounts that may be distributable to the Holders of the Class A-4 Certificates from the Class A-4 Reserve Fund pursuant to Section 4.02(f) 4.02, will be insufficient to pay the Required Distributions on such Distribution Date, the Trustee shall determine the amount of any such deficiency and shall give notice to MBIA and the Fiscal Agent (as defined in the Class A-4 A-8 Policy), if any, by telephone or telecopy of the amount of such deficiency, confirmed in writing by notice substantially in the form of Exhibit A to the Class A-4 A-8 Policy by 12:00 noon, New York City time on such third Business Day. The Trustee's responsibility for delivering the notice to MBIA as provided in the preceding sentence is limited to the availability, timeliness and accuracy of the information provided by the Master Servicer. (b) 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 A-8 Certificate has been voided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall (i) promptly notify MBIA and the Fiscal Agent, if any, and (ii) comply with the provisions of the Class A-4 A-8 Policy to obtain payment by MBIA of such voided scheduled payment. In addition, the Trustee shall mail notice to all Holders of the Class A-4 A-8 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 A-8 Policy a copy of which shall be made available to such Holders by the Trustee. The Trustee shall furnish to MBIA and the Fiscal Agent, if any, its records listing the payments on the affected Class A-4 A-8 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. (c) At the time of the execution hereof, and for the purposes hereof, the Trustee shall establish a separate special purpose trust account in the name of the Trustee for the benefit of Holders of the Class A-4 A-8 Certificates (the "Class A-4 A-8 Policy Payments Account") over which the Trustee shall have exclusive control and sole right of withdrawal. The Class A-4 A-8 Policy Payments Account shall be anan Eligible Account. The Trustee shall deposit any amount paid under the Class A-8 Policy into the Class A-8 Policy Payments Account and distribute such amount only for the purposes of making the payments to Holders of the Class A-8 Certificates in respect of the Required Distribution for which the related claim was made under the Class A-8 Policy. Such amounts shall be allocated by the Trustee to Holders of Class A-8 Certificates affected by such shortfalls in the same manner as principal and interest payments are to be allocated with respect to such Certificates pursuant to Section 4.02. It shall not be necessary for such payments to be made by checks or wire transfers separated from the checks or wire transfers used to make regular payments hereunder with funds withdrawn from the Distribution Account. However, any payments made on the Class A-8 Certificates from funds in the Class A-8 Policy Payments Account shall be noted as provided in subsection (e) below. Funds held in the Class A-8 Policy Payments Account shall not be invested by the Trustee. (d) Any funds received from MBIA for deposit into the Class A-8 Policy Payments Account pursuant to the Class A-8 Policy in respect of a Distribution Date or otherwise as a result of any claim under the Class A-8 Policy shall be applied by the Trustee directly to the payment in full (i) of the Required Distribution due on such Distribution Date on the Class A-8 Certificates, or (ii) of other amounts payable under the Class A-8 Policy. Funds received by the Trustee as a result of any claim under the Class A-8 Policy shall be used solely for payment to the Holders of the Class A-8 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 Class A-8 Policy Payments Account on the first Business Day after each Distribution Date shall be remitted promptly to MBIA in accordance with the instructions set forth in Section 5.01. (e) The Trustee shall keep complete and accurate records in respect of (i) all funds remitted to it by MBIA and deposited into the Class A-8 Policy Payments Account and (ii) the allocation of such funds to (A) payments of interest on and principal in respect of any Class A-8 Certificates, (B) Realized Losses allocated to the Class A-8 Certificates and (C) the amount of funds available to make distributions on the Class A-8 Certificates pursuant to Section 4.02(a). MBIA shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days' prior notice to the Trustee. (f) The Trustee acknowledges, and each Holder of a Class A-8 Certificate by its acceptance of the Class A-8 Certificate agrees, that, without the need for any further action on the part of MBIA or the Trustee, to the extent MBIA makes payments, directly or indirectly, on account of principal of or interest on any Class A-8 Certificates, MBIA will be fully subrogated to the rights of the Holders of such Class A-8 Certificates to receive such principal and interest from the Trust Fund. The Holders of the Class A-8 Certificates, by acceptance of the Class A-8 Certificates, assign their rights as Holders of the Class A-8 Certificates to the extent of MBIA's interest with respect to amounts paid under the Class A-8 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 A-8 Certificates which is made with funds received pursuant to the terms of the Class A-8 Policy, shall not be considered payment of the Class A-8 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-8 Certificates within the meaning of Article IV. (g) Upon its becoming aware of the occurrence of an Event of Default, the Trustee shall promptly notify MBIA of such Event of Default. (h) The Trustee shall promptly notify MBIA 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-8 Certificates as to which it has actual knowledge. Each Holder of a Class A-8 Certificate, by its purchase of Class A-8 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 of a Class A-8 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. (i) 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 to the attention of Secondary Marketing. (j) The Trustee shall surrender the Class A-8 Policy to MBIA for cancellation upon the reduction of the Class Certificate Balance of the Class A-8 Certificates to zero. (k) The Trustee shall send to MBIA the statements prepared pursuant to Section 4.06, as well as any other statements or communications sent to Holders of the Class A-8 Certificates, in each case at the same time such reports, statements and communications are otherwise sent. (l) For so long as there is no continuing default by MBIA under its obligations under the Class A-8 Policy (an "MBIA Default"), each Holder of a Class A-8 Certificate agrees that MBIA shall be treated by the Depositor, the Master Servicer and the Trustee as if MBIA were the Holder of all of the Class A-8 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-8 Certificates hereunder.With respect to this Section 4.04, (i) the terms "Receipt" and "Received" shall mean actual delivery to MBIA and MBIA's Fiscal Agent, if any, if any, prior to 12:00 noon, New York City time, on a Business Day; delivery either on a day that is not a Business Day or after 12:00 noon, New York City time, shall be deemed to be Receipt on the next succeeding Business Day. If any notice or certificate given under the Class A-8 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. MBIA or its Fiscal Agent, if any, shall promptly so advise the Trustee and the Trustee may submit an amended notice and (ii) "Business Day" means any day other than (A) a Saturday or Sunday or (B) a day on which MBIA 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.

Policy Matters. (a) If, on the third second Business Day before any Distribution Date, the Trustee Trust Administrator determines that the Available Funds for such Distribution Date distributable to the Holders of the Class A-4 A-3A and Class A-5A Certificates pursuant to Section 4.02 together with any amounts that may be distributable to the Holders of the Class A-4 Certificates from the Class A-4 Reserve Fund pursuant to Section 4.02(f) will be insufficient to pay the Required Distributions on such Distribution Date, the Trustee Trust Administrator shall determine the amount of any such deficiency and shall give notice to MBIA and the Fiscal Agent (as defined in the Class A-4 Policy), if any, Certificate Insurer by telephone or telecopy of the amount of such deficiency, confirmed in writing by notice substantially in the form of Exhibit A to the Class A-4 Policy by 12:00 noon, New York City time on such third second Business Day. The Trustee's responsibility for delivering the notice to MBIA as provided in the preceding sentence is limited to the availability, timeliness and accuracy of the information provided by the Master Servicer. (b) In the event the Trustee Trust Administrator receives a certified copy of an a final non-appealable order of the appropriate court that any scheduled payment of principal or interest on a Class A-4 A-3a or Class A-5A Certificate has been voided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee Trust Administrator shall (i) promptly notify MBIA and the Fiscal Agent, if any, Certificate Insurer and (ii) comply with the provisions of the Class A-4 Policy to obtain payment by MBIA the Certificate Insurer of such voided scheduled payment. In addition, the Trustee Trust Administrator shall mail notice to all Holders of the Class A-4 A-3A and Class A-5A Certificates so affected that, in the event that any such Holder's ’s scheduled payment is so recovered, such Holder will be entitled to payment pursuant to the terms of the Class A-4 Policy a copy of which shall be made available to such Holders by the TrusteeTrust Administrator. The Trustee Trust Administrator shall furnish to MBIA and the Fiscal Agent, if any, Certificate Insurer its records listing the payments on the affected Class A-4 A-3A and Class A-5A Certificates, if any, that have been made by the Trustee Trust Administrator and subsequently recovered from the affected Holders, and the dates on which such payments were made by the TrusteeTrust Administrator. (c) At the time of the execution hereof, and for the purposes hereof, the Trustee Trust Administrator shall establish a separate special purpose trust account in the name of the Trustee Trust Administrator for the benefit of Holders of the Class A-4 A-3A and Class A-5A Certificates (the "Class A-4 “Policy Payments Account"”) over which the Trustee Trust Administrator shall have exclusive control and sole right of withdrawal. The Class A-4 Policy Payments Account shall be anan Eligible Account. The Trust Administrator shall deposit any amount paid under the Policy into the Policy Payments Account and distribute such amount only for the purposes of making the payments to Holders of the Class A-3A and Class A-5A Certificates in respect of the Required Distribution for which the related claim was made under the Policy. Such amounts shall be allocated by the Trust Administrator to Holders of Class A-3A and Class A-5A Certificates affected by such shortfalls in the same manner as principal and interest payments are to be allocated with respect to such Certificates pursuant to Section 4.02. It shall not be necessary for such payments to be made by checks or wire transfers separated from the checks or wire transfers used to make regular payments hereunder with funds withdrawn from the Distribution Account. However, any payments made on the Class A-3A and Class A-5A Certificates from funds in the Policy Payments Account shall be noted as provided in subsection (e) below. Funds held in the Policy Payments Account shall not be invested by the Trust Administrator. (d) Any funds received from the Certificate Insurer for deposit into the Policy Payments Account pursuant to the Policy in respect of a Distribution Date or otherwise as a result of any claim under the Policy shall be applied by the Trust Administrator directly to the payment in full (i) of the Required Distribution due on such Distribution Date on the Class A-3A and Class A-5A Certificates, or (ii) of other amounts payable under the Policy. Funds received by the Trust Administrator as a result of any claim under the Policy shall be used solely for payment to the Holders of the Class A-3A and Class A-5A Certificates and may not be applied for any other purpose, including, without limitation, satisfaction of any costs, expenses or liabilities of the Trust Administrator, the Master Servicer or the Trust Fund. Any funds remaining in the Policy Payments Account on the first Business Day after each Distribution Date shall be remitted promptly to the Certificate Insurer in accordance with the instructions set forth in Section 5.01. (e) The Trust Administrator shall keep complete and accurate records in respect of (i) all funds remitted to it by the Certificate Insurer and deposited into the Policy Payments Account and (ii) the allocation of such funds to (A) payments of interest on and principal in respect of any Class A-3A and Class A-5A Certificates and (B) the amount of funds available to make distributions on the Class A-3A and Class A-5A 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 Trust Administrator. (f) The Trust Administrator acknowledges, and each Holder of a Class A-3A or Class A-5A Certificate by its acceptance of such Class A-3A or Class A-5A Certificate, as applicable, agrees, that, without the need for any further action on the part of the Certificate Insurer or the Trust Administrator, to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on any Class A-3A and Class A-5A Certificates, the Certificate Insurer will be fully subrogated to the rights of the Holders of such Class A-3A and Class A-5A Certificates to receive such principal and interest from the Trust Fund. The Holders of the Class A-3A and Class A-5A Certificates, by acceptance of the Class A-3A and Class A-5A Certificates, assign their rights as Holders of the Class A-3A and Class A-5A 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 Class A-3A and Class A-5A Certificates which is made with funds received pursuant to the terms of the Policy, shall not be considered payment of the Class A-3A and Class A-5A 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-3A and Class A-5A Certificates within the meaning of Article IV. (g) Upon its becoming aware of the occurrence of an Event of Default, the Trust Administrator shall promptly notify the Certificate Insurer of such Event of Default. (h) The Trust Administrator shall promptly notify the Certificate Insurer of either of the following as to which it has actual knowledge: (A) the commencement of any proceeding by or against the Depositor commenced under the United States bankruptcy code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an “Insolvency Proceeding”) and (B) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a “Preference Claim”) of any distribution made with respect to the Class A-3A and Class A-5A Certificates as to which it has actual knowledge. Each Holder of a Class A-3A or Class A-5A Certificate by its purchase of such Class A-3A or Class A-5A Certificate, as applicable, and the Trust Administrator 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, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Certificate Insurer shall be subrogated to the rights of the Trust Administrator and each Holder of a Class A-3A or Class A-5A 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. (i) The Master Servicer shall designate 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 Person is to the attention of the Client Manager—MABS 2005-AB1. (j) The Trust Administrator shall surrender the Policy to the Certificate Insurer for cancellation upon the reduction of the Class Principal Balance of the Class A-3A and Class A-5A Certificates to zero. (k) The Trust Administrator shall send or make available to the Certificate Insurer any reports, statements or communications sent or made available to Holders of the Class A-3A and Class A-5A Certificates, in each case at the same time such reports, statements and communications are otherwise sent or made available. (l) For so long as no Certificate Insurer Default exists (and whether or not any payments with respect to Insured Amounts have been made), each holder of a Class A-3A or Class A-5A Certificate agrees that the Certificate Insurer shall be deemed to be the sole Holder of all outstanding Class A-3A and Class A-5A Certificates (other than the right to receive distributions on such Class A-3A and Class A-5A Certificates except via subrogation); provided, that the Certificate Insurer shall have no power without the consent of the holder of each Certificate affected thereby to: (i) reduce in any manner the amount of, or delay the timing of, distributions of principal or interest required to be made hereunder to the Class A-3A and Class A-5A Certificateholders; (ii) modify any provision in any way which would permit an earlier retirement of the Class A-3A and Class A-5A Certificates; or (iii) amend the definition of “Certificateholder” or “Holder” in Section 1.01.

Policy Matters. (a) If, on the third Business Day before any Distribution Date, the Trustee determines that the Available Funds for such Distribution Date distributable to the Holders of the Class A-4 A-5 Certificates pursuant to Section 4.02 together with any amounts that may be distributable to the Holders of the Class A-4 Certificates from the Class A-4 Reserve Fund pursuant to Section 4.02(f) 4.02, will be insufficient to pay the Required Distributions on such Distribution Date, the Trustee shall determine the amount of any such deficiency and shall give notice to MBIA and the Fiscal Agent (as defined in the Class A-4 A-5 Policy), if any, by telephone or telecopy of the amount of such deficiency, confirmed in writing by notice substantially in the form of Exhibit A to the Class A-4 A-5 Policy by 12:00 noon, New York City time on such third Business Day. The Trustee's responsibility for delivering the notice to MBIA as provided in the preceding sentence is limited to the availability, timeliness and accuracy of the information provided by the Master Servicer. (b) 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 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 MBIA and the Fiscal Agent, if any, and (ii) comply with the provisions of the Class A-4 A-5 Policy to obtain payment by MBIA of such voided scheduled payment. In addition, the Trustee shall mail notice to all Holders of the Class A-4 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 Class A-4 A-5 Policy a copy of which shall be made available to such Holders by the Trustee. The Trustee shall furnish to MBIA and the Fiscal Agent, if any, its records listing the payments on the affected Class A-4 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. (c) At the time of the execution hereof, and for the purposes hereof, the Trustee shall establish a separate special purpose trust account in the name of the Trustee for the benefit of Holders of the Class A-4 A-5 Certificates (the "Class A-4 A-5 Policy Payments Account") over which the Trustee shall have exclusive control and sole right of withdrawal. The Class A-4 A-5 Policy Payments Account shall be anan Eligible Account. The Trustee shall deposit any amount paid under the Class A-5 Policy into the Class A-5 Policy Payments Account and distribute such amount only for the purposes of making the payments to Holders of the Class A-5 Certificates in respect of the Required Distribution for which the related claim was made under the Class A-5 Policy. Such amounts shall be allocated by the Trustee to Holders of Class A-5 Certificates affected by such shortfalls in the same manner as principal and interest payments are to be allocated with respect to such Certificates pursuant to Section 4.02. It shall not be necessary for such payments to be made by checks or wire transfers separated from the checks or wire transfers used to make regular payments hereunder with funds withdrawn from the Distribution Account. However, any payments made on the Class A-5 Certificates from funds in the Class A-5 Policy Payments Account shall be noted as provided in subsection (e) below. Funds held in the Class A-5 Policy Payments Account shall not be invested by the Trustee. (d) Any funds received from MBIA for deposit into the Class A-5 Policy Payments Account pursuant to the Class A-5 Policy in respect of a Distribution Date or otherwise as a result of any claim under the Class A-5 Policy shall be applied by the Trustee directly to the payment in full (i) of the Required Distribution due on such Distribution Date on the Class A-5 Certificates, or (ii) of other amounts payable under the Class A-5 Policy. Funds received by the Trustee as a result of any claim under the Class A-5 Policy shall be used solely for payment to the Holders of the 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, the Master Servicer or the Trust Fund. Any funds remaining in the Class A-5 Policy Payments Account on the first Business Day after each Distribution Date shall be remitted promptly to MBIA in accordance with the instructions set forth in Section 5.01. (e) The Trustee shall keep complete and accurate records in respect of (i) all funds remitted to it by MBIA and deposited into the Class A-5 Policy Payments Account and (ii) the allocation of such funds to (A) payments of interest on and principal in respect of any Class A-5 Certificates, (B) Realized Losses allocated to the Class A-5 Certificates and (C) the amount of funds available to make distributions on the Class A-5 Certificates pursuant to Section 4.02(a). MBIA shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days' prior notice to the Trustee. (f) The Trustee acknowledges, and each Holder of a Class A-5 Certificate by its acceptance of the Class A-5 Certificate agrees, that, without the need for any further action on the part of MBIA or the Trustee, to the extent MBIA makes payments, directly or indirectly, on account of principal of or interest on any Class A-5 Certificates, MBIA will be fully subrogated to the rights of the Holders of such Class A-5 Certificates to receive such principal and interest from the Trust Fund. The Holders of the Class A-5 Certificates, by acceptance of the Class A-5 Certificates, assign their rights as Holders of the Class A-5 Certificates to the extent of MBIA's interest with respect to amounts paid under the Class A-5 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 A-5 Certificates which is made with funds received pursuant to the terms of the Class A-5 Policy, shall not be considered payment of the 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 Certificate Balance of the Class A-5 Certificates within the meaning of Article IV. (g) Upon its becoming aware of the occurrence of an Event of Default, the Trustee shall promptly notify MBIA of such Event of Default. (h) The Trustee shall promptly notify MBIA 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-5 Certificates as to which it has actual knowledge. Each Holder of a Class A-5 Certificate, by its purchase of Class A-5 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 of a 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. (i) 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 to the attention of Secondary Marketing. (j) The Trustee shall surrender the Class A-5 Policy to MBIA for cancellation upon the reduction of the Class Certificate Balance of the Class A-5 Certificates to zero. (k) The Trustee shall send to MBIA the reports prepared pursuant to Sections 3.16 and 3.17 and the statements prepared pursuant to Section 4.06, as well as any other statements or communications sent to Holders of the Class A-5 Certificates, in each case at the same time such reports, statements and communications are otherwise sent. (l) For so long as there is no continuing default by MBIA under its obligations under the Class A-5 Policy (an "MBIA Default"), each Holder of a Class A-5 Certificate agrees that MBIA shall be treated by the Depositor, the Master Servicer and the Trustee as if MBIA were the Holder of all of the 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-5 Certificates hereunder. (m) With respect to this Section 4.05, (i) the terms "Receipt" and "Received" shall mean actual delivery to MBIA and MBIA's Fiscal Agent, if any, if any, prior to 12:00 noon, New York City time, on a Business Day; delivery either on a day that is not a Business Day or after 12:00 noon, New York City time, shall be deemed to be Receipt on the next succeeding Business Day. If any notice or certificate given under the Class A-5 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. MBIA or its Fiscal Agent, if any, shall promptly so advise the Trustee and the Trustee may submit an amended notice and (ii) "Business Day" means any day other than (A) a Saturday or Sunday or (B) a day on which MBIA 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.

Policy Matters. (a) If, on the third Business Day before any Distribution Date, the Securities Administrator notifies the Trustee determines that the Available Funds for such Distribution Date distributable to the Holders of the Class A-4 Certificates pursuant to Section 4.02 together with any amounts that may be distributable to the Holders of the Class A-4 Certificates from the Class A-4 Reserve Fund pursuant to Section 4.02(f) will be insufficient to pay the Required Distributions a Deficiency Amount exists on such Distribution Date, the Trustee shall determine the amount of any such deficiency and shall give notice to MBIA and the Fiscal Agent (as defined in the Class A-4 Policy), if any, by telephone or telecopy of the amount of such deficiencyDeficiency Amount, confirmed in writing by notice substantially in the form of Exhibit A to the Class A-4 Policy by 12:00 noon, New York City time on such third Business Day. The Trustee's responsibility for delivering the notice to MBIA as provided in the preceding sentence is limited to the availabilitycontingent upon its receipt of available, timeliness timely and accuracy of the accurate information provided by from the Master Servicer. (b) In the event the Trustee receives a certified copy of an order of the appropriate court that regarding any scheduled payment of principal or interest on a Class A-4 Certificate has been voided Preference Amount (as defined in whole or in part as a preference payment under applicable bankruptcy lawthe Policy), the Trustee shall (i) promptly notify MBIA and the Fiscal Agent, if any, and (ii) comply with the provisions of the Class A-4 Policy to obtain payment by MBIA of such voided scheduled paymentPreference Amount. In addition, the Trustee shall mail notice to all Holders of the Class A-4 I-A-6 Certificates so affected that, in the event that any such Holder's scheduled payment is so recovereda Preference Amount, such Holder will be entitled to payment pursuant to the terms of the Class A-4 Policy Policy, a copy of which shall be made available to such Holders by the Trustee. The Trustee shall furnish to MBIA and the Fiscal Agent, if any, its records listing the payments on the affected Class A-4 I-A-6 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. (c) At the time of the execution hereof, and for the purposes hereof, the Trustee shall establish a separate special purpose trust account in the name of the Trustee for the benefit of Holders of the Class A-4 I-A-6 Certificates (the "Class A-4 I-A-6 Policy Payments Account") over which the Trustee shall have exclusive control and sole right of withdrawal. The Class A-4 I-A-6 Policy Payments Account shall be anan Eligible Account. The Trustee shall deposit any amount paid under the Policy into the Class I-A-6 Policy Payments Account and distribute such amount only for the purposes of making the payments to Holders of the Class I-A-6 Certificates in respect of the Insured Payment for which the related claim was made under the Policy. Such amounts shall be allocated by the Trustee to Holders of Class I-A-6 Certificates affected by such shortfalls in the same manner as interest and principal payments are to be allocated with respect to such Certificates pursuant to Section 6.01. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to make regular payments hereunder with funds withdrawn from the Distribution Account. However, any payments made on the Class I-A-6 Certificates from funds in the Policy Payments Account shall be noted as provided in subsection (e) below. Funds held in the Class I-A-6 Policy Payments Account shall not be invested by the Trustee. (d) Any funds received from MBIA for deposit into the Class I-A-6 Policy Payments Account pursuant to the Policy in respect of a Distribution Date or otherwise as a result of any claim under the Policy shall be applied by the Trustee directly to the payment in full (i) of the Deficiency Amount due on such Distribution Date on the Class I-A-6 Certificates, or (ii) of other amounts payable under the Policy. 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 Class I-A-6 Certificates and may not be applied for any other purpose, including, without limitation, satisfaction of any costs, expenses or liabilities of the Trustee, the Depositor, the Seller, any Servicer, the Securities Administrator, the Master Servicer or the Trust Fund. Any funds remaining in the Class I-A-6 Policy Payments Account on the first Business Day after each Distribution Date shall be remitted promptly to MBIA pursuant to the written instruction of MBIA. (e) The Trustee shall keep complete and accurate records in respect of (i) all funds remitted to it by MBIA and deposited into the Class I-A-6 Policy Payments Account and (ii) the allocation of such funds to (A) payments of interest on and principal in respect of any Class I-A-6 Certificates and (B) the amount of funds available to make distributions on the Class I-A-6 Certificates pursuant to Section 6.01. MBIA shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days' prior notice to the Trustee. (f) The Trustee acknowledges, and each Holder of a Class I-A-6 Certificate by its acceptance of the Class I-A-6 Certificate agrees, that, without the need for any further action on the part of MBIA or the Trustee to the extent MBIA makes payments, directly or indirectly, on account of principal of or interest on any Class I-A-6 Certificates, MBIA will be fully subrogated to the rights of the Holders of such Class I-A-6 Certificates to receive such principal and interest from the Trust Fund. The Holders of the Class I-A-6 Certificates, by acceptance of the Class I-A-6 Certificates, assign their rights as Holders of the Class I-A-6 Certificates 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 6.01, any payment with respect to distributions to the Class I-A-6 Certificates which is made with funds received pursuant to the terms of the Policy, shall not be considered payment of the Class I-A-6 Certificates from the Trust Fund and shall not result in the distribution or the provision for the distribution in reduction of the Current Principal Amount of the Class I-A-6 Certificates as described in this Article VI. The Trustee, the Seller, the Depositor and the Master Servicer shall cooperate in all respects with any reasonable request by MBIA for action to preserve or enforce MBIA's rights or interests under this Agreement without limiting the rights or affecting the interests of the Holders as otherwise set forth herein. (g) Upon a Responsible Officer of the Trustee becoming aware of the occurrence of an Event of Default, the Trustee shall promptly notify MBIA of such Event of Default. (h) The Trustee shall promptly notify MBIA of either of the following as to which a Responsible Officer has actual knowledge: (A) the commencement of any proceeding by or against the Seller 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 proceeding seeking the avoidance as a preferential transfer (a "Preference Claim") of any distribution made with respect to the Class I-A-6 Certificates as to which it has actual knowledge. Each Holder of a Class I-A-6 Certificate, by its purchase of Class I-A-6 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 of a Class I-A-6 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. (i) 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 to the attention of Secondary Marketing. (j) The Trustee shall promptly surrender the Policy to MBIA for cancellation upon the reduction of the Current Principal Amount of the Class I-A-6 Certificates to zero. (k) The Trustee shall send to MBIA any statements or communications sent by the Trustee to Holders of the Class I-A-6 Certificates, in each case at the same time such reports, statements and communications are otherwise sent. (l) For so long as there is not a continuing default by MBIA under its obligations under the Policy (an "MBIA Default"), each Holder of a Class I-A-6 Certificate agrees that MBIA shall be treated by the Seller, the Depositor, the Master Servicer, the Securities Administrator and the Trustee as if MBIA were the Holder of all Class I-A-6 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 the Holders of the Class I-A-6 Certificates hereunder without any further consent of the Holders of the Class I-A-6 Certificates and such holders shall not exercise such rights without the prior written consent of MBIA.

Policy Matters. (a) If, on the third Business Day before any Distribution Date, the Trustee determines that the Available Funds for such Distribution Date distributable to the Holders of the Class A-4 A-6 Certificates pursuant to Section 4.02 together with any amounts that may be distributable to the Holders of the Class A-4 Certificates from the Class A-4 Reserve Fund pursuant to Section 4.02(f) will be insufficient to pay the Required Distributions Insured Payment on such Distribution Date, the Trustee shall determine the amount of any such deficiency and shall give notice to MBIA Radian and the Fiscal Agent (as defined in the Class A-4 A-6 Policy), if any, by telephone or telecopy of the amount of such deficiency, confirmed in writing by notice substantially in the form of Exhibit A to the Class A-4 A-6 Policy by 12:00 noon, New York City time on such third Business Day. The Trustee's responsibility for delivering the notice to MBIA as provided in the preceding sentence is limited to the availability, timeliness and accuracy of the information provided by the Master Servicer. (b) 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 A-6 Certificate has been voided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall (i) promptly notify MBIA Radian and the Fiscal Agent, if any, and (ii) comply with the provisions of the Class A-4 A-6 Policy to obtain payment by MBIA Radian of such voided scheduled payment. In addition, the Trustee shall mail notice to all Holders of the Class A-4 A-6 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 A-6 Policy a copy of which shall be made available to such Holders by the Trustee. The Trustee shall furnish to MBIA Radian and the Fiscal Agent, if any, its records listing the payments on the affected Class A-4 A-6 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. (c) At the time of the execution hereof, and for the purposes hereof, the Trustee shall establish a separate special purpose trust account in the name of the Trustee for the benefit of Holders of the Class A-4 A-6 Certificates (the "Class A-4 Policy Payments Certificate Insurance Account") over which the Trustee shall have exclusive control and sole right of withdrawal. The Class A-4 Policy Payments Certificate Insurance Account shall be anan Eligible

Policy Matters. (a) If, on the third Business Day before any Distribution Date, the Trustee determines that the Available Funds for such Distribution Date distributable to the Holders of the Class A-4 A-3 Certificates pursuant to Section 4.02 together with any amounts that may be distributable to the Holders of the Class A-4 A-3 Certificates from the Class A-4 A-3 Reserve Fund pursuant to Section 4.02(f) will be insufficient to pay the Required Distributions on such Distribution Date, the Trustee shall determine the amount of any such deficiency and shall give notice to MBIA and the Fiscal Agent (as defined in the Class A-4 A-3 Policy), if any, by telephone or telecopy of the amount of such deficiency, confirmed in writing by notice substantially in the form of Exhibit A to the Class A-4 A-3 Policy by 12:00 noon, New York City time on such third Business Day. The Trustee's responsibility for delivering the notice to MBIA as provided in the preceding sentence is limited to the availability, timeliness and accuracy of the information provided by the Master Servicer. (b) 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 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 MBIA and the Fiscal Agent, if any, and (ii) comply with the provisions of the Class A-4 A-3 Policy to obtain payment by MBIA of such voided scheduled payment. In addition, the Trustee shall mail notice to all Holders of the Class A-4 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 Class A-4 A-3 Policy a copy of which shall be made available to such Holders by the Trustee. The Trustee shall furnish to MBIA and the Fiscal Agent, if any, its records listing the payments on the affected Class A-4 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. (c) At the time of the execution hereof, and for the purposes hereof, the Trustee shall establish a separate special purpose trust account in the name of the Trustee for the benefit of Holders of the Class A-4 A-3 Certificates (the "Class A-4 A-3 Policy Payments Account") over which the Trustee shall have exclusive control and sole right of withdrawal. The Class A-4 A-3 Policy Payments Account shall be anan Eligible Account. The Trustee shall deposit any amount paid under the Class A-3 Policy into the Class A-3 Policy Payments Account and distribute such amount only for the purposes of making the payments to Holders of the Class A-3 Certificates in respect of the Required Distribution for which the related claim was made under the Class A-3 Policy. Such amounts shall be allocated by the Trustee to Holders of Class A-3 Certificates affected by such shortfalls in the same manner as principal and interest payments are to be allocated with respect to such Certificates pursuant to Section 4.02. It shall not be necessary for such payments to be made by checks or wire transfers separated from the checks or wire transfers used to make regular payments hereunder with funds withdrawn from the Distribution Account. However, any payments made on the Class A-3 Certificates from funds in the Class A-3 Policy Payments Account shall be noted as provided in subsection (e) below. Funds held in the Class A-3 Policy Payments Account shall not be invested by the Trustee. (d) Any funds received from MBIA for deposit into the Class A-3 Policy Payments Account pursuant to the Class A-3 Policy in respect of a Distribution Date or otherwise as a result of any claim under the Class A-3 Policy shall be applied by the Trustee directly to the payment in full (i) of the Required Distribution due on such Distribution Date on the Class A-3 Certificates, or (ii) of other amounts payable under the Class A-3 Policy. Funds received by the Trustee as a result of any claim under the Class A-3 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, the Master Servicer or the Trust Fund. Any funds remaining in the Class A-3 Policy Payments Account on the first Business Day after each Distribution Date shall be remitted promptly to MBIA pursuant to the written instruction of MBIA. (e) The Trustee shall keep complete and accurate records in respect of (i) all funds remitted to it by MBIA and deposited into the Class A-3 Policy Payments Account and (ii) the allocation of such funds to (A) payments of interest on and principal in respect of any Class A-3 Certificates, (B) Realized Losses allocated to the Class A-3 Certificates (C) the Class A-3 Net Interest Shortfalls and (D) the amount of funds available to make distributions on the Class A-3 Certificates pursuant to Sections 4.02(a) and (f) including all amounts in the Class A-3 Reserve Fund. MBIA shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days' prior notice to the Trustee. (f) The Trustee acknowledges, and each Holder of a Class A-3 Certificate by its acceptance of the Class A-3 Certificate agrees, that, without the need for any further action on the part of MBIA or the Trustee, to the extent MBIA makes payments, directly or indirectly, on account of principal of or interest on any Class A-3 Certificates, MBIA will be fully subrogated to the rights of the Holders of such Class A-3 Certificates to receive such principal and interest from the Trust Fund. The Holders of the Class A-3 Certificates, by acceptance of the Class A-3 Certificates, assign their rights as Holders of the Class A-3 Certificates to the extent of MBIA's interest with respect to amounts paid under the Class A-3 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 A-3 Certificates which is made with funds received pursuant to the terms of the Class A-3 Policy, shall not be considered payment of the 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 Certificate Balance of the Class A-3 Certificates within the meaning of Article IV. (g) Upon its becoming aware of the occurrence of an Event of Default, the Trustee shall promptly notify MBIA of such Event of Default. (h) The Trustee shall promptly notify MBIA 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-3 Certificates as to which it has actual knowledge. Each Holder of a Class A-3 Certificate, by its purchase of Class A-3 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 of a 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. (i) 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 to the attention of Secondary Marketing. (j) The Trustee shall surrender the Class A-3 Policy to MBIA for cancellation upon the reduction of the Class Certificate Balance of the Class A-3 Certificates to zero. (k) The Trustee shall send to MBIA the reports prepared pursuant to Sections 3.16 and 3.17 and the statements prepared pursuant to Section 4.06, as well as any other statements or communications sent to Holders of the Class A-3 Certificates, in each case at the same time such reports, statements and communications are otherwise sent. (l) For so long as there is no continuing default by MBIA under its obligations under the Class A-3 Policy (an "MBIA Default"), each Holder of a Class A-3 Certificate agrees that MBIA shall be treated by the Depositor, the Master Servicer and the Trustee as if MBIA were the Holder of all of the 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-3 Certificates hereunder.

Policy Matters. (a) If, on the third second Business Day before any Distribution Date, the Trustee Securities Administrator determines that the Available Funds for such Distribution Date distributable to the Holders of the Class A-4 Certificates pursuant to Section 4.02 together with any amounts that may be distributable to the Holders of the Class A-4 Certificates from the Class A-4 Reserve Fund pursuant to Section 4.02(f) will be insufficient to pay the Required Distributions a Deficiency Amount exists on such Distribution Date, the Trustee shall determine the amount of any such deficiency and Securities Administrator shall give notice to MBIA and the Fiscal Agent (as defined in the Class A-4 Policy)Agent, if any, by telephone or telecopy of the amount of such deficiencyDeficiency Amount, confirmed in writing by notice substantially in the form of Exhibit A to the Class A-4 A-6A Policy by 12:00 noon, New York City time on such third second Business Day. The Trustee's responsibility for delivering the notice to MBIA as provided in the preceding sentence is limited to the availability, timeliness and accuracy of the information provided by the Master Servicer. (b) In the event the Trustee Securities Administrator receives a certified copy of an order of the appropriate court that regarding any scheduled payment of principal or interest on a Class A-4 Certificate has been voided in whole or in part as a preference payment under applicable bankruptcy lawPreference Amount, the Trustee Securities Administrator shall (i) promptly notify MBIA and the Fiscal Agent, if any, and (ii) comply with the provisions of the Class A-4 A-6A Policy to obtain payment by MBIA of such voided scheduled paymentPreference Amount. In addition, the Trustee Securities Administrator shall mail notice to all Holders of the Class A-4 A-6A Certificates so affected that, in the event that any such Holder's scheduled payment is so recovereda Preference Amount, such Holder will be entitled to payment pursuant to the terms of the Class A-4 Policy A-6A Policy, a copy of which shall be made available to such Holders by the TrusteeSecurities Administrator. The Trustee Securities Administrator shall furnish to MBIA and the Fiscal Agent, if any, its records listing the payments on the affected Class A-4 A-6A Certificates, if any, that have been made by the Trustee Securities Administrator and subsequently recovered from the affected Holders, and the dates on which such payments were made by the TrusteeSecurities Administrator. (c) At the time of the execution hereof, and for the purposes hereof, the Trustee Securities Administrator shall establish a separate special purpose trust account in the name of the Trustee Securities Administrator for the benefit of Holders of the Class A-4 A-6A Certificates (the "Class A-4 A-6A Policy Payments Account") over which the Trustee Securities Administrator shall have exclusive control and sole right of withdrawal. The Class A-4 A-6A Policy Payments Account shall be anan Eligible Account. The Securities Administrator shall deposit any amount paid under the Class A-6A Policy into the Class A-6A Policy Payments Account and distribute such amount only for the purposes of making the payments to Holders of the Class A-6A Certificates in respect of the Insured Payment (as defined in the Class A-6A Policy) for which the related claim was made under the Class A-6A Policy. Such amounts shall be allocated by the Securities Administrator to Holders of Class A-6A Certificates affected by such shortfalls in the same manner as interest and principal payments are to be allocated with respect to such Certificates pursuant to Section 1.2 and Section 4.1. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to make regular payments hereunder with funds withdrawn from the Distribution Account. However, any payments made on the Class A-6A Certificates from funds in the Class A-6A Policy Payments Account shall be noted as provided in subsection (e) below. Funds held in the Class A-6A Policy Payments Account shall not be invested by the Securities Administrator. (d) Any funds received from MBIA for deposit into the Class A-6A Policy Payments Account pursuant to the Class A-6A Policy in respect of a Distribution Date or otherwise as a result of any claim under the Class A-6A Policy shall be applied by the Securities Administrator directly to the payment in full (i) of the Deficiency Amount due on such Distribution Date on the Class A-6A Certificates, or (ii) of other amounts payable under the Class A-6A Policy. Funds received by the Securities Administrator as a result of any claim under the Class A-6A Policy shall be used solely for payment to the Holders of the Class A-6A Certificates and may not be applied for any other purpose, including, without limitation, satisfaction of any costs, expenses or liabilities of the Trustee, the Securities Administrator, the Depositor, the Seller, any Servicer, the Master Servicer or the Trust Fund. Any funds remaining in the Class A-6A Policy Payments Account on the first Business Day after each Distribution Date shall be remitted promptly to MBIA pursuant to the written instruction of MBIA. (e) The Securities Administrator shall keep complete and accurate records in respect of (i) all funds remitted to it by MBIA and deposited into the Class A-6A Policy Payments Account and (ii) the allocation of such funds to (A) payments of interest on and principal in respect of any Class A-6A Certificates and (B) the amount of funds available to make distributions on the Class A-6A Certificates pursuant to Section 4.1. MBIA shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days' prior notice to the Securities Administrator. (f) The Securities Administrator acknowledges, and each Holder of a Class A-6A Certificate by its acceptance of the Class A-6A Certificate agrees, that, without the need for any further action on the part of MBIA or the Securities Administrator to the extent MBIA makes payments, directly or indirectly, on account of principal of or interest on any Class X-0X Xxxxxxxxxxxx, XXXX will be fully subrogated to the rights of the Holders of such Class A-6A Certificates to receive reimbursement of such principal and interest from the Trust Fund. The Holders of the Class A-6A Certificates, by acceptance of the Class A-6A Certificates, assign their rights as Holders of the Class A-6A Certificates to the extent of MBIA's interest with respect to amounts paid under the Class A-6A 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 4.1, any payment with respect to distributions to the Class A-6A Certificates which is made with funds received pursuant to the terms of the Class A-6A Policy, shall not be considered payment of the Class A-6A Certificates from the Trust Fund and shall not result in the distribution or the provision for the distribution in reduction of the Certificate Principal Balance of the Class A-6A Certificates as described in this Article IV. (g) The Trustee, the Securities Administrator and the Master Servicer shall cooperate in all respects with any reasonable request by MBIA for action to preserve or enforce MBIA's rights or interests under this Agreement without limiting the rights or affecting the interests of the Holders as otherwise set forth herein. (h) [reserved] (i) The Trustee and the Securities Administrator shall promptly notify MBIA of either of the following as to which a Responsible Officer of the Trustee or authorized officer of the Securities Administrator has actual knowledge: (A) the occurrence of a Master Servicer Event of Default or an "event of default" under any Servicing Agreement, (B) 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 (C) the making of any claim in connection with any proceeding seeking the avoidance as a preferential transfer (a "Preference Claim") of any distribution made with respect to the Class A-6A Certificates as to which it has actual knowledge. Each Holder of a Class A-6A Certificate, by its purchase of Class A-6A Certificates, the Trustee and the Securities 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 Securities Administrator and each Holder of a Class A-6A 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. (j) The Master Servicer shall designate an MBIA Contact Person who shall be available to MBIA to provide reasonable access to information reasonably available to the Master Servicer regarding the Mortgage Loans. The initial MBIA Contact Person is to the attention of Client Manager for Deutsche Alt-A Securities, Inc. Mortgage Loan Trust, Series 2003-4XS, Mortgage Pass-Through Certificates (410-884-2000). (k) The Securities Administrator shall promptly surrender the Class A-6A Policy to MBIA for cancellation upon the reduction of the Certificate Principal Balance of the Class A-6A Certificates to zero. (l) The Securities Administrator shall send to MBIA any statements or communications sent to Holders of the Class A-6A Certificates, in each case at the same time such reports, statements and communications are otherwise sent. (m) For so long as there is not continuing default by MBIA under its obligations under the Class A-6A Policy (an "MBIA Default"), each Holder of a Class A-6A Certificate agrees that MBIA shall be treated by the Depositor, the Master Servicer, the Securities Administrator and the Trustee as if MBIA were the Holder of all Class A-6A 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 the Holders of the Class A-6A Certificates hereunder without any further consent of the Holders of the Class A-6A Certificates and such holders shall not exercise such rights without the prior written consent of MBIA. (n) With respect to this Section 4.6, (i) the terms "Receipt" and "Received" shall mean actual delivery to MBIA and MBIA's Fiscal Agent, if any, received prior to 12:00 noon, New York City time, on a Business Day; delivery either on a day that is not a Business Day or after 12:00 noon, New York City time, shall be deemed to be Received on the next succeeding Business Day. If any notice or certificate given under the Class A-6A Policy by the Securities Administrator is not in proper form or is not properly completed, executed or delivered, it shall be deemed not to have been Received. MBIA or its Fiscal Agent, if any, shall promptly so advise the Securities Administrator and the Securities Administrator may submit an amended notice and (ii) "Business Day" means any day other than (A) a Saturday or Sunday, (B) a day on which MBIA is closed or (C) a day on which banking institutions in the City of New York, New York, or in which the Corporate Trust Office of the Trustee or the Securities Administrator is located, are authorized or obligated by law or executive order to be closed.

Policy Matters. (a) If, on the third Business Day before any Distribution Date, the Trustee determines that the Available Funds for such Distribution Date distributable to the Holders of the Class A-4 Certificates pursuant to Section 4.02 together with any amounts that may be distributable to the Holders of the Class A-4 Certificates from the Class A-4 Reserve Fund pursuant to Section 4.02(f) will be insufficient to pay the Required Distributions a Deficiency Amount exists on such Distribution Date, the Trustee shall determine the amount of any such deficiency and shall give notice to MBIA the Certificate Insurer and the Fiscal Agent (as defined in the Class A-4 II-A Policy), if any, by telephone or telecopy of the amount of such deficiencyDeficiency Amount, confirmed in writing by notice substantially in the form of Exhibit A to the Class A-4 II-A Policy by 12:00 noon, New York City time on such third Business Day. The Trustee's responsibility for delivering the notice to MBIA the Certificate Insurer as provided in the preceding sentence is limited to the availabilitycontingent upon its receipt of available, timeliness timely and accuracy of the accurate information provided by from the Master Servicer. (b) In the event the Trustee receives a certified copy of an order of the appropriate court that regarding any scheduled payment of principal or interest on a Avoided Payment (as defined in the Class A-4 Certificate has been voided in whole or in part as a preference payment under applicable bankruptcy lawII-A Policy), the Trustee shall (i) promptly notify MBIA the Certificate Insurer and the Fiscal Agent, if any, and (ii) comply with the provisions of the Class A-4 II-A Policy to obtain payment by MBIA the Certificate Insurer of such voided scheduled paymentAvoided Payment. In addition, the Trustee shall mail notice to all Holders of the Class A-4 II-A Certificates so affected that, in the event that any such Holder's scheduled payment is so recoveredan Avoided Payment, such Holder will be entitled to payment pursuant to the terms of the Class A-4 Policy II-A Policy, a copy of which shall be made available to such Holders by the Trustee. The Trustee shall furnish to MBIA the Certificate Insurer and the Fiscal Agent, if any, its records listing the payments on the affected Class A-4 II-A 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. (c) At the time of the execution hereof, and for the purposes hereof, the Trustee shall establish a separate special purpose trust account in the name of the Trustee for the benefit of Holders of the Class A-4 II-A Certificates (the "Class A-4 II-A Policy Payments Account") over which the Trustee shall have exclusive control and sole right of withdrawal. The Class A-4 II-A Policy Payments Account shall be anan Eligible Account. The Trustee shall deposit any amount paid under the Class II-A Policy into the Class II-A Policy Payments Account and distribute such 108 amount only for the purposes of making the payments to Holders of the Class II-A Certificates in respect of the Insured Payment for which the related claim was made under the Class II-A Policy. Such amounts shall be allocated by the Trustee to Holders of Class II-A Certificates affected by such shortfalls in the same manner as interest and principal payments are to be allocated with respect to such Certificates pursuant to Section 5.04. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to make regular payments hereunder with funds withdrawn from the Distribution Account. However, any payments made on the Class II-A Certificates from funds in the Class II-A Policy Payments Account shall be noted as provided in subsection (e) below. Funds held in the Class II-A Policy Payments Account shall not be invested by the Trustee. (d) Any funds received from the Certificate Insurer for deposit into the Class II-A Policy Payments Account pursuant to the Class II-A Policy in respect of a Distribution Date or otherwise as a result of any claim under the Class II-A Policy shall be applied by the Trustee directly to the payment in full (i) of the Deficiency Amount due on such Distribution Date on the Class II-A Certificates, or (ii) of other amounts payable under the Class II-A Policy. Funds received by the Trustee as a result of any claim under the Class II-A Policy shall be used solely for payment to the Holders of the Class II-A Certificates and may not be applied for any other purpose, including, without limitation, satisfaction of any costs, expenses or liabilities of the Trustee, the Depositor, the Seller, any subservicer, the Master Servicer or the Trust Fund. Any funds remaining in the Class II-A Policy Payments 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.

Policy Matters. (a) If, on the third second Business Day before any Distribution Date, the Trustee determines that the Available Funds funds that will be available for such Distribution Date distributable to the Holders of the Class A-4 III-A-1 Certificates pursuant to Section 4.02 together with any amounts that may be distributable to the Holders of the Class A-4 Certificates from the Class A-4 Reserve Fund pursuant to Section 4.02(f) 4.01 will be insufficient to pay the Required Distributions Insured Payment on such Distribution Date, the Trustee shall determine the amount of any such deficiency and shall give notice to MBIA and the Fiscal Agent (as defined in the Class A-4 Policy)Agent, if any, by telephone or telecopy of the amount of such deficiency, confirmed in writing by notice substantially in the form of Exhibit A to the Class A-4 III-A-1 Policy by 12:00 noon, New York City time time, on such third second Business Day. The Trustee's responsibility for delivering the notice to MBIA MBIA, as provided in the preceding sentence is limited to the availability, timeliness and accuracy of the information provided by the Master each Servicer. (b) 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 III-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 MBIA and the Fiscal Agent, if any, and (ii) comply with the provisions of the Class A-4 III-A-1 Policy to obtain payment by MBIA of such voided scheduled payment. In addition, the Trustee shall mail notice to all Holders of the Class A-4 III-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 Class A-4 III-A-1 Policy a copy of which shall be made available to such Holders by the Trustee. The Trustee shall furnish to MBIA and the Fiscal Agent, if any, its records listing the payments on the affected Class A-4 III-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. (c) At the time of the execution hereof, and for the purposes hereof, the Trustee shall establish a separate special purpose trust account in the name of the Trustee for the benefit of Holders of the Class A-4 III-A-1 Certificates (the "Class A-4 III-A-1 Policy Payments Account") over which the Trustee shall have exclusive control and sole right of withdrawal. The Class A-4 III-A-1 Policy Payments Account shall be anan Eligible Account. The Trustee shall deposit any amount paid under the Class III-A-1 Policy into the Class III-A-1 Policy Payments Account and distribute such amount only for the purposes of making the payments to Holders of the Class III-A-1 Certificates in respect of the Insured Payment for which the related claim was made under the Class III-A-1 Policy. Such amounts shall be allocated by the Trustee to Holders of Class III-A-1 Certificates affected by such shortfalls in the same manner as principal and interest payments are to be allocated with respect to such Certificates pursuant to Section 4.01. It shall not be necessary for such payments to be made by checks or wire transfers separated from the checks or wire transfers used to make regular payments hereunder with funds withdrawn from the Certificate Account. However, any payments made on the Class III-A-1 Certificates from funds in the Class III-A-1 Policy Payments Account shall be noted as provided in subsection (e) below. Funds held in the Class III-A-1 Policy Payments Account shall not be invested by the Trustee. (d) Any funds received from MBIA for deposit into the Class III-A-1 Policy Payments Account pursuant to the Class III-A-1 Policy in respect of a Distribution Date or otherwise as a result of any claim under the Class III-A-1 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 III-A-1 Certificates, or (ii) of other amounts payable under the Class III-A-1 Policy. Funds received by the Trustee as a result of any claim under the Class III-A-1 Policy shall be used solely for payment to the Holders of the Class III-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, any Servicer or the Trust Fund. Any funds (other than funds deposited therein in respect of a Preference Amount payable under the Class III-A-1 Policy) remaining in the Class III-A-1 Policy Payments Account on the first Business Day after each Distribution Date shall be remitted promptly to MBIA pursuant to the written instruction of MBIA. (e) The Trustee shall keep complete and accurate records in respect of (i) all funds remitted to it by MBIA and deposited into the Class III-A-1 Policy Payments Account and (ii) the allocation of such funds to payments of interest on and principal in respect of any Class III-A-1 Certificates. MBIA shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days' prior notice to the Trustee. (f) The Trustee acknowledges, and each Holder of a Class III-A-1 Certificate by its acceptance of the Class III-A-1 Certificate agrees, that, without the need for any further action on the part of MBIA or the Trustee, to the extent MBIA makes payments, directly or indirectly, on account of principal of or interest on any Class III-A-1 Certificates, MBIA will be fully subrogated to the rights of the Holders of such Class III-A-1 Certificates to receive such principal and interest from the Trust Fund. The Holders of the Class III-A-1 Certificates, by acceptance of the Class III-A-1 Certificates, assign their rights as Holders of the Class III-A-1 Certificates to the extent of MBIA's interest with respect to amounts paid under the Class III-A-1 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 III-A-1 Certificates which is made with funds received pursuant to the terms of the Class III-A-1 Policy, shall not be considered payment of the Class III-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 III-A-1 Certificates except to the extent such payment has been reimbursed to MBIA pursuant to the terms hereof. (g) Upon a Responsible Officer of the Trustee becoming aware of the occurrence of an Event of Default, the Trustee shall promptly notify MBIA of such Event of Default. (h) The Trustee shall promptly notify MBIA 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 III-A-1 Certificates as to which it has actual knowledge. Each Holder of a Class III-A-1 Certificate, by its purchase of Class III-A-1 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 of a Class III-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. (i) Each Servicer shall designate at least one MBIA Contact Person who shall be available to MBIA to provide reasonable access to information regarding the Mortgage Loans. The initial MBIA Contact Persons are the Servicing Officers. (j) The Trustee shall surrender the Class III-A-1 Policy to MBIA for cancellation upon the reduction of the Class Principal Balance of the Class III-A-1 Certificates to zero. (k) The Trustee shall send to MBIA 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. (l) For so long as there is no continuing default by MBIA under its obligations under the Class III-A-1 Policy (an "MBIA Default"), each Holder of a Class III-A-1 Certificate agrees that MBIA shall be treated by the Depositor, each Seller, each Servicer and the Trustee as if MBIA were the Holder of all of the Class III-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 III-A-1 Certificates hereunder and the holders of the Class III-A-1 Certificates shall only exercise such rights with the prior written consent of MBIA. (m) With respect to this Section 4.03, (i) the terms "Receipt" and "Received" shall mean actual delivery to MBIA 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 MBIA 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 Class III-A-1 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. MBIA 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 third Business Day before any Distribution Date, the Trustee determines that the Available Funds for such Distribution Date distributable to the Holders of the Class A-4 Certificates pursuant to Section 4.02 together with any amounts that may be distributable to the Holders of the Class A-4 Certificates from the Class A-4 Reserve Fund pursuant to Section 4.02(f) will be insufficient to pay the Required Distributions a Deficiency Amount exists on such Distribution Date, the Trustee shall determine the amount of any such deficiency and shall give notice to MBIA and the Fiscal Agent (as defined in the Class A-4 A-5 Policy), if any, by telephone or telecopy of the amount of such deficiencyDeficiency Amount, confirmed in writing by notice substantially in the form of Exhibit A to the Class A-4 A-5 Policy by 12:00 noon, New York City time on such third Business Day. The Trustee's responsibility for delivering the notice to MBIA as provided in the preceding sentence is limited to contingent upon its receipt of available, timely and accurate information from the availability, timeliness and accuracy of the information provided by the Master Servicer. (b) 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 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 MBIA and the Fiscal Agent, if any, and (ii) comply with the provisions of the Class A-4 A-5 Policy to obtain payment by MBIA of such voided scheduled payment. In addition, the Trustee shall mail notice to all Holders of the Class A-4 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 Class A-4 Policy A-5 Policy, a copy of which shall be made available to such Holders by the Trustee. The Trustee shall furnish to MBIA and the Fiscal Agent, if any, its records listing the payments on the affected Class A-4 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. (c) At the time of the execution hereof, and for the purposes hereof, the Trustee shall establish a separate special purpose trust account in the name of the Trustee for the benefit of Holders of the Class A-4 A-5 Certificates (the "Class A-4 A-5 Policy Payments Account") over which the Trustee shall have exclusive control and sole right of withdrawal. The Class A-4 A-5 Policy Payments Account shall be anan Eligible Account. The Trustee shall deposit any amount paid under the Class A-5 Policy into the Class A-5 Policy Payments Account and distribute such amount only for the purposes of making the payments to Holders of the Class A-5 Certificates in respect of the Insured Payment for which the related claim was made under the Class A-5 Policy. Such amounts shall be allocated by the Trustee to Holders of Class A-5 Certificates affected by such shortfalls in the same manner as principal and interest payments are to be allocated with respect to such Certificates pursuant to Section 4.1. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to make regular payments hereunder with funds withdrawn from the Certificate Account. However, any payments made on the Class A-5 Certificates from funds in the Class A-5 Policy Payments Account shall be noted as provided in subsection (e) below. Funds held in the Class A-5 Policy Payments Account shall not be invested by the Trustee. (d) Any funds received from MBIA for deposit into the Class A-5 Policy Payments Account pursuant to the Class A-5 Policy in respect of a Distribution Date or otherwise as a result of any claim under the Class A-5 Policy shall be applied by the Trustee directly to the payment in full (i) of the Deficiency Amount due on such Distribution Date on the Class A-5 Certificates, or (ii) of other amounts payable under the Class A-5 Policy. Funds received by the Trustee as a result of any claim under the Class A-5 Policy shall be used solely for payment to the Holders of the 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, the Servicer or the Trust Fund. Any funds remaining in the Class A-5 Policy Payments Account on the first Business Day after each Distribution Date shall be remitted promptly to MBIA pursuant to the written instruction of MBIA. (e) The Trustee shall keep complete and accurate records in respect of (i) all funds remitted to it by MBIA and deposited into the Class A-5 Policy Payments Account and (ii) the allocation of such funds to (A) payments of interest on and principal in respect of any Class A-5 Certificates, (B) Realized Losses allocated to the Class A-5 Certificates, (C) the Net Interest Shortfalls allocated to the Class A-5 Certificates and (D) the amount of funds available to make distributions on the Class A-5 Certificates pursuant to Sections 4.1(b) and (f) including all amounts in the Reserve Fund. MBIA shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days' prior notice to the Trustee. (f) The Trustee acknowledges, and each Holder of a Class A-5 Certificate by its acceptance of the Class A-5 Certificate agrees, that, without the need for any further action on the part of MBIA or the Trustee to the extent MBIA makes payments, directly or indirectly, on account of principal of or interest on any Class A-5 Certificates, MBIA will be fully subrogated to the rights of the Holders of such Class A-5 Certificates to receive such principal and interest from the Trust Fund. The Holders of the Class A-5 Certificates, by acceptance of the Class A-5 Certificates, assign their rights as Holders of the Class A-5 Certificates to the extent of MBIA's interest with respect to amounts paid under the Class A-5 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 4.1, any payment with respect to distributions to the Class A-5 Certificates which is made with funds received pursuant to the terms of the Class A-5 Policy, shall not be considered payment of the 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-5 Certificates within the meaning of Article IV. The Trustee and the Servicer shall cooperate in all respects with any reasonable request by MBIA for action to preserve or enforce MBIA's rights or interests under this Agreement without limiting the rights or affecting the interests of the Holders as otherwise set forth herein. (g) Upon its becoming aware of the occurrence of an Event of Default, the Trustee shall promptly notify MBIA of such Event of Default. (h) The Trustee shall promptly notify MBIA 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 Xxxxxx Xxxxxx 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-5 Certificates as to which it has actual knowledge. Each Holder of a Class A-5 Certificate, by its purchase of Class A-5 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 of a 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. (i) The Servicer shall designate an MBIA Contact Person who shall be available to MBIA to provide reasonable access to information regarding the Loans. The initial MBIA Contact Person is to the attention of Secondary Marketing. (j) The Trustee shall promptly surrender the Class A-5 Policy to MBIA for cancellation upon the reduction of the Class Principal Balance of the Class A-5 Certificates to zero. (k) The Trustee shall send to MBIA the certificates and statements prepared pursuant to Sections 3.11 and 3.12 and the statements prepared pursuant to Section 4.2, as well as any other statements or communications sent to Holders of the Class A-5 Certificates, in each case at the same time such reports, statements and communications are otherwise sent. (l) For so long as there is not continuing default by MBIA under its obligations under the Class A-5 Policy (an "MBIA Default"), each Holder of a Class A-5 Certificate agrees that MBIA shall be treated by the Depositor, the Servicer and the Trustee as if MBIA were the Holder of all 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 the Holders of the Class A-5 Certificates hereunder without any further consent of the Holders of the Class A-5 Certificates.

Policy Matters. (a) If, on the third Business Day before any Distribution Date, the Trustee determines that the Available Funds for such Distribution Date distributable to the Holders of the Class A-3 or Class A-4 Certificates pursuant to Section 4.02 together with any amounts that may be distributable to the Holders of the Class A-3 and Class A-4 Certificates Certificates, as applicable, from the Class A-4 related Reserve Fund pursuant to Section 4.02(f) will be insufficient to pay the related Required Distributions on such Distribution Date, the Trustee shall determine the amount of any such deficiency and shall give notice to MBIA and the Fiscal Agent (as defined in the Class A-3 or Class A-4 Policy, as applicable), if any, by telephone or telecopy of the amount of such deficiency, confirmed in writing by notice substantially in the form of Exhibit A to the Class A-3 or Class A-4 Policy Policy, as applicable, by 12:00 noon, New York City time on such third Business Day. The Trustee's responsibility for delivering the notice to MBIA as provided in the preceding sentence is limited to the availability, timeliness and accuracy of the information provided by the Master Servicer. (b) 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-3 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 MBIA and the Fiscal Agent, if any, and (ii) comply with the provisions of the Class A-3 or Class A-4 Policy Policy, as applicable, to obtain payment by MBIA of such voided scheduled payment. In addition, the Trustee shall mail notice to all Holders of the Class A-3 or 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 Class A-3 or Class A-4 Policy Policy, as applicable, a copy of which shall be made available to such Holders by the Trustee. The Trustee shall furnish to MBIA and the Fiscal Agent, if any, its records listing the payments on the affected Class A-3 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. (c) At the time of the execution hereof, and for the purposes hereof, the Trustee shall establish a two separate special purpose trust account accounts in the name of the Trustee for the benefit of Holders of the Class A-3 Certificates (the "Class A-3 Policy Payments Account") and the Class A-4 Certificates (the "Class A-4 Policy Payments Account") over which the Trustee shall have exclusive control and sole right of withdrawal. The Class A-3 Policy Payments Account and the Class A-4 Policy Payments Account shall each be an Eligible Account. The Trustee shall deposit any amount paid under the Class A-3 or Class A-4 Policies into the Class A-3 Policy Payments Account and Class A-4 Policy Payments Account, respectively, and distribute such amount only for the purposes of making the payments to Holders of the Class A-3 or Class A-4 Certificates, as applicable, in respect of the related Required Distribution for which the related claim was made under the Class A-3 or Class A-4 Policy, as applicable. Such amounts shall be allocated by the Trustee to Holders of Class A-3 or Class A-4 Certificates, as applicable, affected by such shortfalls in the same manner as principal and interest payments are to be allocated with respect to such Certificates pursuant to Section 4.02. It shall not be necessary for such payments to be made by checks or wire transfers separated from the checks or wire transfers used to make regular payments hereunder with funds withdrawn from the Distribution Account. However, any payments made on the Class A-3 or Class A-4 Certificates from funds in the Class A-3 Policy Payments Account or Class A-4 Policy Payments Account shall be annoted as provided in subsection (e) below. Funds held in the Class A-3 Policy Payments Account and Class A-4 Policy Payments Account shall not be invested by the Trustee. (d) Any funds received from MBIA for deposit into the Class A-3 Policy Payments Account pursuant to the Class A-3 Policy in respect of a Distribution Date or otherwise as a result of any claim under the Class A-3 Policy shall be applied by the Trustee directly to the payment in full (i) of the related Required Distribution due on such Distribution Date on the Class A-3 Certificates, or (ii) of other amounts payable under the Class A-3 Policy. Funds received by the Trustee as a result of any claim under the Class A-3 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, the Master Servicer or the Trust Fund. Any funds remaining in the Class A-3 Policy Payments Account on the first Business Day after each Distribution Date shall be remitted promptly to MBIA pursuant to the written instruction of MBIA. Any funds received from MBIA for deposit into the Class A-4 Policy Payments Account pursuant to the Class A-4 Policy in respect of a Distribution Date or otherwise as a result of any claim under the Class A-4 Policy shall be applied by the Trustee directly to the payment in full (i) of the related Required Distribution due on such Distribution Date on the Class A-4 Certificates, or (ii) of other amounts payable under the Class A-4 Policy. Funds received by the Trustee as a result of any claim under the Class A-4 Policy shall be used solely for payment to the Holders of the 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, the Master Servicer or the Trust Fund. Any funds remaining in the Class A-4 Policy Payments Account on the first Business Day after each Distribution Date shall be remitted promptly to MBIA pursuant to the written instruction of MBIA. (e) The Trustee shall keep complete and accurate records in respect of (i) all funds remitted to it by MBIA and deposited into the Class A-3 Policy Payments Account or Class A-4 Policy Payments Account and (ii) the allocation of such funds to (A) payments of interest on and principal in respect of any Class A-3 and Class A-4 Certificates, (B) Realized Losses allocated to the Class A-3 and Class A-4 Certificates (C) the Class A-3 Net Interest Shortfalls and the Class A-4 Net Interest Shortfalls allocated to the Class A-3 and Class A-4 Certificates, as applicable and (D) the amount of funds available to make distributions on the Class A-3 and Class A-4 Certificates pursuant to Sections 4.02(a) and (f) including all amounts in the applicable Reserve Fund. MBIA shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days' prior notice to the Trustee. (f) The Trustee acknowledges, and each Holder of a Class A-3 and Class A-4 Certificate by its acceptance of the Class A-3 or Class A-4 Certificate, as applicable, agrees, that, without the need for any further action on the part of MBIA or the Trustee, to the extent MBIA makes payments, directly or indirectly, on account of principal of or interest on any Class A-3 or Class A-4 Certificates, as applicable, MBIA will be fully subrogated to the rights of the Holders of such Class A-3 and Class A-4 Certificates to receive such principal and interest from the Trust Fund. The Holders of the Class A-3 and Class A-4 Certificates, by acceptance of the Class A-3 and Class A-4 Certificates, assign their rights as Holders of the Class A-3 and Class A-4 Certificates to the extent of MBIA's interest with respect to amounts paid under the Class A-3 and Class A-4 Policies, as applicable. 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 A-3 or Class A-4 Certificates which is made with funds received pursuant to the terms of the Class A-3 or Class A-4 Policy, respectively, shall not be considered payment of the Class A-3 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 Certificate Balance of the Class A-3 or Class A-4 Certificates within the meaning of Article IV. (g) Upon its becoming aware of the occurrence of an Event of Default, the Trustee shall promptly notify MBIA of such Event of Default. (h) The Trustee shall promptly notify MBIA 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-3 or Class A-4 Certificates as to which it has actual knowledge. Each Holder of a Class A-3 or Class A-4 Certificate, as applicable, by its purchase of Class A-3 or Class A-4 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 of a Class A-3 or Class A-4 Certificate, as applicable, 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. (i) 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 to the attention of Secondary Marketing. (j) The Trustee shall surrender the Class A-3 Policy to MBIA for cancellation upon the reduction of the Class Certificate Balance of the Class A-3 Certificates to zero. The Trustee shall surrender the Class A-4 Policy to MBIA for cancellation upon the reduction of the Class Certificate Balance of the Class A-4 Certificates to zero. (k) The Trustee shall send to MBIA the reports prepared pursuant to Sections 3.16 and 3.17 and the statements prepared pursuant to Section 4.06, as well as any other statements or communications sent to Holders of the Class A-3 and Class A-4 Certificates, in each case at the same time such reports, statements and communications are otherwise sent. (l) For so long as there is no continuing default by MBIA under its obligations under the Class A-3 or Class A-4 Policy (an "MBIA Default"), each Holder of a Class A-3 or Class A-4 Certificate, as applicable, agrees that MBIA shall be treated by the Depositor, the Master Servicer and the Trustee as if MBIA were the Holder of all of the Class A-3 or Class A-4 Certificates, as applicable, 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 respective Class A-3 and Class A-4 Certificates hereunder.

Policy Matters. (a) If, on the third Business Day before any Distribution Date, the Trustee determines that the Available Funds for such Distribution Date distributable to the Holders of the Class A-4 Certificates pursuant to Section 4.02 together with any amounts that may be distributable to the Holders of the Class A-4 Certificates from the Class A-4 Reserve Fund pursuant to Section 4.02(f) will be insufficient to pay the Required Distributions a Deficiency Amount exists on such Distribution Date, the Trustee shall determine the amount of any such deficiency and shall give notice to MBIA and the Fiscal Agent (as defined in the Class A-4 Insured Certificate Policy), if any, by telephone or telecopy of the amount of such deficiencyDeficiency Amount, confirmed in writing by notice substantially in the form of Exhibit A to the Class A-4 Insured Certificate Policy by 12:00 noon, New York City time on such third Business Day. The Trustee's responsibility for delivering the notice to MBIA as provided in the preceding sentence is limited to contingent upon its receipt of available, timely and accurate information from the availability, timeliness and accuracy of the information provided by the Master Servicer. (b) 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 any Insured Certificate has been voided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall (i) promptly notify MBIA and the Fiscal Agent, if any, and (ii) comply with the provisions of the Class A-4 Insured Certificate Policy to obtain payment by MBIA of such voided scheduled payment. In addition, the Trustee shall mail notice to all Holders of the Class A-4 Insured Certificates so affected that, in the event that any such Holder's scheduled payment is so recovered, such Holder will be entitled to payment pursuant to the terms of the Class A-4 Policy Insured Certificate Policy, a copy of which shall be made available to such Holders by the Trustee. The Trustee shall furnish to MBIA and the Fiscal Agent, if any, its records listing the payments on the affected Class A-4 Insured Certificates, if any, that have been made by the Trustee and subsequently recovered from the affected Holders, and the dates on which such payments were made by the Trustee. (c) At the time of the execution hereof, and for the purposes hereof, the Trustee shall establish a separate special purpose trust account in the name of the Trustee for the benefit of Holders of the Class A-4 Insured Certificates (the "Class A-4 Insured Certificate Policy Payments Account") over which the Trustee shall have exclusive control and sole right of withdrawal. The Class A-4 Insured Certificate Policy Payments Account shall be anan Eligible Account. The Trustee shall deposit any amount paid under the Insured Certificate Policy into the Insured Certificate Policy Payments Account and distribute such amount only for the purposes of making the payments to Holders of the Insured Certificates in respect of the Insured Payment for which the related claim was made under the Insured Certificate Policy. Such amounts shall be allocated by the Trustee to Holders of Insured Certificates affected by such shortfalls in the same manner as principal and interest payments are to be allocated with respect to such Certificates pursuant to Section 4.1. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to make regular payments hereunder with funds withdrawn from the Certificate Account. However, any payments made on the Insured Certificates from funds in the Insured Certificate Policy Payments Account shall be noted as provided in subsection (e) below. Funds held in the Insured Certificate Policy Payments Account shall not be invested by the Trustee. (d) Any funds received from MBIA for deposit into the Insured Certificate Policy Payments Account pursuant to the Insured Certificate Policy in respect of a Distribution Date or otherwise as a result of any claim under the Insured Certificate Policy shall be applied by the Trustee directly to the payment in full (i) of the Deficiency Amount due on such Distribution Date on the Insured Certificates, or (ii) of other amounts payable under the Insured Certificate Policy. Funds received by the Trustee as a result of any claim under the Insured Certificate 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 Servicer or the Trust Fund. Any funds remaining in the Insured Certificate Policy Payments Account on the first Business Day after each Distribution Date shall be remitted promptly to MBIA pursuant to the written instruction of MBIA. (e) The Trustee shall keep complete and accurate records in respect of (i) all funds remitted to it by MBIA and deposited into the Insured Certificate 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, (C) the Net Interest Shortfalls (other than any Relief Act Shortfalls) allocated to the Insured Certificates and (D) the amount of funds available to make distributions on the Insured Certificates pursuant to Sections 4.1(b) and (f) including all amounts in the Reserve Fund. MBIA shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days' prior notice to the Trustee. (f) 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 MBIA or the Trustee to the extent MBIA makes payments, directly or indirectly, on account of principal of or interest on any Insured Certificates, MBIA 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 MBIA's interest with respect to amounts paid under the Insured Certificate 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 4.1, any payment with respect to distributions to the Insured Certificates which is made with funds received pursuant to the terms of the Insured Certificate 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 Principal Balances of the Insured Certificates within the meaning of Article IV. The Trustee and the Servicer shall cooperate in all respects with any reasonable request by MBIA for action to preserve or enforce MBIA's rights or interests under this Agreement without limiting the rights or affecting the interests of the Holders as otherwise set forth herein. (g) Upon its becoming aware of the occurrence of an Event of Default, the Trustee shall promptly notify MBIA of such Event of Default. (h) The Trustee shall promptly notify MBIA of either of the following as to which a Responsible Officer has actual knowledge: (A) the commencement of any proceeding by or against the Depositor commenced under the United States bankruptcy code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an "Insolvency Proceeding") and (B) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a "Preference Claim") of any distribution made with respect to the Insured Certificates as to which it has actual knowledge. Each Holder of an Insured Certificate, by its purchase of Insured 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 of an Insured Certificate in the conduct of any Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim. (i) The Servicer shall designate an MBIA Contact Person who shall be available to MBIA to provide reasonable access to information regarding the Loans. The initial MBIA Contact Person is to the attention of Secondary Marketing. (j) The Trustee shall promptly surrender the Insured Certificate Policy to MBIA for cancellation upon the reduction of the Class Principal Balances of the Insured Certificates to zero. (k) The Trustee shall send to MBIA the certificates and statements prepared pursuant to Sections 3.11 and 3.12 and the statements prepared pursuant to Section 4.2, as well as any other statements or communications sent to Holders of the Insured Certificates, in each case at the same time such reports, statements and communications are otherwise sent. (l) For so long as there is not continuing default by MBIA under its obligations under the Insured Certificate Policy (an "MBIA Default"), each Holder of an Insured Certificate agrees that MBIA shall be treated by the Depositor, the Servicer and the Trustee as if MBIA were the Holder of all Insured Certificates for the purpose (and solely for the purpose) of the giving of any consent, the making of any direction or the exercise of any voting or other control rights otherwise given the Holders of the Insured Certificates hereunder without any further consent of the Holders of the Insured Certificates.

Policy Matters. (a) If, on the third Business Day before prior to any Distribution Date, the Trustee determines that the Available Funds funds that will be available for such Distribution Date distributable to the Holders of the Class A-4 I-A-3 Certificates pursuant to Section 4.02 together with any amounts that may be distributable to the Holders of the Class A-4 Certificates from the Class A-4 Reserve Fund pursuant to 4.01 and Section 4.02(f) 4.08 will be insufficient to pay the Required Distributions related Insured Payment on such Distribution Date, the Trustee shall determine the amount of any such deficiency and shall give notice to MBIA and the Fiscal Agent (as defined in the Class A-4 I-A-3 Policy), if any, by telephone or telecopy of the amount of such deficiency, confirmed in writing by notice substantially in the form of Exhibit A to the Class A-4 Certificate Insurance Policy by 12:00 noon, New York City time time, on such third Business DayDay immediately preceding the Distribution Date. The Trustee's responsibility for delivering the notice to MBIA MBIA, as provided in the preceding sentence is limited to the availability, timeliness and accuracy of the information provided by the Master each Servicer. (b) 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 I-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 MBIA and the Fiscal Agent, if any, and (ii) comply with the provisions of the Class A-4 Certificate Insurance Policy to obtain payment by MBIA of such voided scheduled payment. In addition, the Trustee shall mail notice to all Holders of the Class A-4 I-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 Class A-4 Certificate Insurance Policy a copy of which shall be made available to such Holders by the Trustee. The Trustee shall furnish to MBIA and the Fiscal Agent, if any, its records listing the payments on the affected Class A-4 I-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. (c) At the time of the execution hereof, and for the purposes hereof, the Trustee shall establish a separate special purpose trust account in the name of the Trustee for the benefit of Holders of the Class A-4 I-A-3 Certificates (the "Class A-4 Certificate Insurance Policy Payments Account") over which the Trustee shall have exclusive control and sole right of withdrawal. The Class A-4 Certificate Insurance Policy Payments Account shall be anan Eligible Account. The Trustee shall deposit any amount paid under the Certificate Insurance Policy into the Certificate Insurance Policy Payments Account and distribute such amount only for the purposes of making the payments to Holders of the Class I-A-3 Certificates in respect of the Insured Payment for which the related claim was made under the Certificate Insurance Policy. Such amounts shall be allocated by the Trustee to Holders of Class I-A-3 Certificates affected by such shortfalls in the same manner as principal and interest payments are to be allocated with respect to such Certificates pursuant to Section 4.01. It shall not be necessary for such payments to be made by checks or wire transfers separated from the checks or wire transfers used to make regular payments hereunder with funds withdrawn from the Certificate Account. However, any payments made on the Class I-A-3 Certificates from funds in the Certificate Insurance Policy Payments Account shall be noted as provided in subsection (e) below. Funds held in the Certificate Insurance Policy Payments Account shall not be invested by the Trustee. (d) Any funds received from MBIA 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 Trustee directly to the payment in full (i) of the Insured Payment due on such Distribution Date on the Class I-A-3 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 I-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 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 MBIA pursuant to the written instruction of MBIA. (e) The Trustee shall keep complete and accurate records in respect of (i) all funds remitted to it by MBIA 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 I-A-3 Certificates and (iii) amounts on deposit in the Class I-A-3 Reserve Fund. MBIA shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days' prior notice to the Trustee. (f) Certificates except to the extent such payment has been reimbursed to MBIA pursuant to the terms hereof. (g) Upon a Responsible Officer of the Trustee becoming aware of the occurrence of an Event of Default, the Trustee shall promptly notify MBIA of such Event of Default. (h) The Trustee shall promptly notify MBIA 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 I-A-3 Certificates as to which it has actual knowledge. Each Holder of a Class I-A-3 Certificate, by its purchase of Class I-A-3 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 of a Class I-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. (i) Each Servicer shall designate at least one MBIA Contact Person who shall be available to MBIA to provide reasonable access to information regarding the Mortgage Loans. The initial MBIA Contact Persons are the Servicing Officers. (j) The Trustee shall surrender the Certificate Insurance Policy to MBIA for cancellation upon the reduction of the Class Principal Balance of the Class I-A-3 Certificates to zero. (k) The Trustee shall send to MBIA any 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. (l) For so long as there is no continuing default by MBIA under its obligations under the Certificate Insurance Policy (an "MBIA Default"), each Holder of a Class I-A-3 Certificate agrees that MBIA shall be treated by the Depositor, each Seller, each Servicer and the Trustee as if MBIA were the Holder of all of the Class I-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 I-A-3 Certificates hereunder and the holders of the Class I-A-3 Certificates shall only exercise such rights with the prior written consent of MBIA. (m) With respect to this Section 4.03, (i) the terms "Receipt" and "Received" shall mean actual delivery to MBIA and its Fiscal Agent, if any, prior to 12:00 noon, New York

Policy Matters. (a) If, on the third second Business Day before any Distribution Date, the Trustee determines that the Available Funds for such Distribution Date amount on deposit in the Certificate Account distributable to the Holders of the Class A-4 Certificates A-15 Certificateholders pursuant to Section 4.02 together with any amounts that may be distributable to the Holders of the Class A-4 Certificates from the Class A-4 Reserve Fund pursuant to Section 4.02(f) will be insufficient to pay the Required Distributions Guaranteed Distribution on such Distribution Date, the Trustee shall determine the amount of any such deficiency and shall give notice to MBIA Financial Security and the Fiscal Agent (as defined in the Class A-4 Policy), if any, by telephone or telecopy of the amount of such deficiency, confirmed in writing by notice substantially in the form Notice of Exhibit A to the Class A-4 Policy Claim by 12:00 noon5:00 p.m., New York City time on such third second Business Day. The Trustee's responsibility for delivering the notice to MBIA Financial Security as provided in the preceding sentence is limited to the availability, timeliness and accuracy of the information provided by the Master Servicer. (b) 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 A-15 Certificate has been voided avoided in whole or in part as a preference payment under applicable bankruptcy bankruptcy, insolvency, receivership or similar law, the Trustee shall (i) promptly notify MBIA Financial Security, and the Fiscal Agent, if any, and (ii) comply with the provisions of the Class A-4 Policy to obtain payment by MBIA Financial Security of such voided avoided scheduled payment. In addition, the Trustee shall mail notice to all Holders of the Class A-4 A-15 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 Policy, a copy of which shall be made available to such Holders by the Trustee. The Trustee shall furnish to MBIA Financial Security and the Fiscal Agent, if any, its records listing the payments on the affected Class A-4 A-15 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. (c) At the time of the execution hereof, and for the purposes hereof, the Trustee shall establish a separate special purpose trust account in the name on behalf of the Trustee for the benefit of Holders of the Class A-4 A-15 Certificates (the "Class A-4 Policy Payments Account") over which the Trustee shall have exclusive control and sole right of withdrawal. The Class A-4 Policy Payments Account shall be anan Eligible Account. The Trustee shall deposit any amount paid under the Policy into the Policy Payments Account and distribute such amount only for the purposes of making the payments to Holders of the Class A-15 Certificates in respect of the Guaranteed Distribution (or other amounts payable pursuant to clause (b) above on the Class A-15 Certificates by Financial Security pursuant to the Policy) for which the related claim was made under the Policy. Such amounts shall be allocated by the Trustee to Holders of Class A-15 Certificates affected by such shortfalls in the same manner as principal and interest payments are to be allocated with respect to such Certificates pursuant to Section 4.02. It shall not be necessary for such payments to be made by checks or wire transfers separated from the checks or wire transfers used to make regular payments hereunder with funds withdrawn from the Distribution Account. However, any payments made on the Class A-15 Certificates from funds in the Policy Payments Account shall be noted as provided in subsection (e) below. Funds held in the Policy Payments Account shall not be invested by the Trustee. (d) Any funds received from Financial Security for deposit into the Policy Payments Account pursuant to the Class A-15 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-15 Certificates or (ii) of other amounts payable under the Policy. 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 Class A-15 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 after each Distribution Date shall be remitted promptly to Financial Security pursuant to the written instruction of Financial Security. (e) The Trustee shall keep complete and accurate records in respect of (i) all funds remitted to it by Financial Security 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 Class A-15 Certificates, (B) Realized Losses allocated to the Class A-15 Certificates and (C) Class A-15 Net Interest Shortfalls allocated to the Class A-15 Certificates. 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. (f) The Trustee acknowledges, and each Holder of a Class A-15 Certificate by its acceptance of the Class A-15 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-15 Certificate, Financial Security will be fully subrogated to the rights of the Holders of such Class A-15 Certificates to receive such principal and interest from the Trust Fund. The Class A-15 Certificateholders, by acceptance of the Class A-15 Certificates, assign their rights as Holders of the Class A-15 Certificates to the extent of Financial Security's interest with respect to amounts paid under the Policy. 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-15 Certificates which is made with funds received pursuant to the terms of the Policy shall not be considered payments of the Class A-15 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-15 Certificates within the meaning of Article IV. (g) Upon its becoming aware of the occurrence of an Event of Default, the Trustee shall promptly notify Financial Security of such Event of Default. (h) 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 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-15 Certificates as to which it has actual knowledge. Each Holder of a Class A-15 Certificate, by its purchase of Class A-15 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-15 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. (i) The Master Servicer shall designate a Financial Security Contact Person who shall be available to Financial Security to provide reasonable access to information regarding the Mortgage Loans. The initial Financial Security Contact Person is Celia Xxxxxxx. (j) The Trustee shall surrender the Class A-15 Policy to Financial Security for cancellation upon the expiration of the term of such Policy as provided in such Policy. (k) The Trustee shall send to Financial Security the reports prepared pursuant to Sections 3.16 and 3.17 and the statements prepared pursuant to Section 4.06, as well as any other statements or communications sent to Holders of the Class A-15 Certificates, in each case at the same time such reports, statements and communications are otherwise sent. (l) For so long as there is no default by Financial Security under its obligations under the Class A-15 Policy (a "Financial Security Default"), Financial Security shall be treated by the Depositor and the Trustee as if Financial Security were the Holder of all of the Class A-15 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 Class A-15 Certificateholders hereunder.

Policy Matters. (a) If, on the third Business Day before any Distribution Date, the Securities Administrator notifies the Trustee determines that the Available Funds for such Distribution Date distributable to the Holders of the Class A-4 Certificates pursuant to Section 4.02 together with any amounts that may be distributable to the Holders of the Class A-4 Certificates from the Class A-4 Reserve Fund pursuant to Section 4.02(f) will be insufficient to pay the Required Distributions a Deficiency Amount exists on such Distribution Date, the Trustee shall determine the amount of any such deficiency and shall give notice to MBIA Radian and the Fiscal Agent (as defined in the Class A-4 Policy), if any, by telephone or telecopy of the amount of such deficiencyDeficiency Amount, confirmed in writing by notice substantially in the form of Exhibit A to the Class A-4 Policy by 12:00 noon, New York City time on such third Business Day. The Trustee's responsibility for delivering the notice to MBIA Radian as provided in the preceding sentence is limited to the availabilitycontingent upon its receipt of available, timeliness timely and accuracy of the accurate information provided by from the Master Servicer. (b) In the event the Trustee receives a certified copy of an order of the appropriate court that regarding any scheduled payment of principal or interest on a Class A-4 Certificate has been voided Preference Amount (as defined in whole or in part as a preference payment under applicable bankruptcy lawthe Policy), the Trustee shall (i) promptly notify MBIA Radian and the Fiscal Agent, if any, and (ii) comply with the provisions of the Class A-4 Policy to obtain payment by MBIA Radian of such voided scheduled paymentPreference Amount. In addition, the Trustee shall mail notice to all Holders of the Class A-4 I-A-5 Certificates so affected that, in the event that any such Holder's scheduled payment is so recovereda Preference Amount, such Holder will be entitled to payment pursuant to the terms of the Class A-4 Policy Policy, a copy of which shall be made available to such Holders by the Trustee. The Trustee shall furnish to MBIA Radian and the Fiscal Agent, if any, its records listing the payments on the affected Class A-4 I-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. (c) At the time of the execution hereof, and for the purposes hereof, the Trustee shall establish a separate special purpose trust account in the name of the Trustee for the benefit of Holders of the Class A-4 I-A-5 Certificates (the "Class A-4 I-A-5 Policy Payments Account") over which the Trustee shall have exclusive control and sole right of withdrawal. The Class A-4 I-A-5 Policy Payments Account shall be anan Eligible Account. The Trustee shall deposit any amount paid under the Policy into the Class I-A-5 Policy Payments Account and distribute such amount only for the purposes of making the payments to Holders of the Class I-A-5 Certificates in respect of the Insured Payment for which the related claim was made under the Policy. Such amounts shall -91- be allocated by the Trustee to Holders of Class I-A-5 Certificates affected by such shortfalls in the same manner as interest and principal payments are to be allocated with respect to such Certificates pursuant to Section 6.01. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to make regular payments hereunder with funds withdrawn from the Distribution Account. However, any payments made on the Class I-A-5 Certificates from funds in the I-A-5 Policy Payments Account shall be noted as provided in subsection (e) below. Funds held in the Class I-A-5 Policy Payments Account shall not be invested by the Trustee. (d) Any funds received from Radian for deposit into the Class I-A-5 Policy Payments Account pursuant to the Policy in respect of a Distribution Date or otherwise as a result of any claim under the Policy shall be applied by the Trustee directly to the payment in full (i) of the Deficiency Amount due on such Distribution Date on the Class I-A-5 Certificates, or (ii) of other amounts payable under the Policy. 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 Class I-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, the Depositor, the Seller, any Servicer, the Securities Administrator, the Master Servicer or the Trust Fund. Any funds remaining in the Class I-A-5 Policy Payments Account on the first Business Day after each Distribution Date shall be remitted promptly to Radian pursuant to the written instruction of Radian. (e) The Trustee shall keep complete and accurate records in respect of (i) all funds remitted to it by Radian and deposited into the Class I-A-5 Policy Payments Account and (ii) the allocation of such funds to (A) payments of interest on and principal in respect of any Class I-A-5 Certificates and (B) the amount of funds available to make distributions on the Class I-A-5 Certificates pursuant to Section 6.01. Radian shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days' prior notice to the Trustee. (f) The Trustee acknowledges, and each Holder of a Class I-A-5 Certificate by its acceptance of the Class I-A-5 Certificate agrees, that, without the need for any further action on the part of Radian or the Trustee to the extent Radian makes payments, directly or indirectly, on account of principal of or interest on any Class I-A-5 Certificates, Radian will be fully subrogated to the rights of the Holders of such Class I-A-5 Certificates to receive such principal and interest from the Trust Fund. The Holders of the Class I-A-5 Certificates, by acceptance of the Class I-A-5 Certificates, assign their rights as Holders of the I-Class A-5 Certificates 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 6.01, any payment with respect to distributions to the Class I-A-5 Certificates which is made with funds received pursuant to the terms of the Policy, shall not be considered payment of the Class I-A-5 Certificates from the Trust Fund and shall not result in the distribution or the provision for the distribution in reduction of the Current Principal Amount of the Class I-A-5 Certificates as described in this Article VI. The Trustee, the Seller, the Depositor and the Master Servicer shall cooperate in all respects with any reasonable request by Radian for action to preserve or enforce Radian's rights or interests under this Agreement without limiting the rights or affecting the interests of the Holders as otherwise set forth herein. (g) Upon a Responsible Officer of the Trustee becoming aware of the occurrence of an Event of Default, the Trustee shall promptly notify Radian of such Event of Default. (h) The Trustee shall promptly notify Radian of either of the following as to which a Responsible Officer has actual knowledge: (A) the commencement of any proceeding by or against the Seller 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 proceeding seeking the avoidance as a preferential transfer (a "Preference Claim") of any distribution made with respect to the Class I-A-5 Certificates as to which it has actual knowledge. Each Holder of a Class I-A-5 Certificate, by its purchase of Class I-A-5 Certificates, and the Trustee hereby agrees that Radian (so long as no Radian Default (as defined below) 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 of a Class I-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. (i) The Master 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 to the attention of Secondary Marketing. (j) The Trustee shall promptly surrender the Policy to Radian for cancellation upon the reduction of the Current Principal Amount of the Class I-A-5 Certificates to zero. (k) The Trustee shall send to Radian any statements or communications sent by the Trustee to Holders of the Class I-A-5 Certificates including, without limitation, statements prepared pursuant to Section 6.04, 8.03 and 9.12, in each case at the same time such reports, statements and communications are otherwise sent. (l) For so long as there is not a continuing default by Radian under its obligations under the Policy (a "Radian Default"), each Holder of a Class I-A-5 Certificate agrees that Radian shall be treated by the Seller, the Depositor, the Master Servicer, the Securities Administrator and the Trustee as if Radian were the Holder of all Class I-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 the Holders of the Class I-A-5 Certificates hereunder without any further consent of the Holders of the Class I-A-5 Certificates and such holders shall not exercise such rights without the prior written consent of Radian.

Policy Matters. (a) If, on the third Business Day before any Distribution Date, the Trustee determines that the Available Funds for such Distribution Date distributable to the Holders of the Class A-4 1-A-2 Certificates pursuant to Section 4.02 together with any amounts that may be distributable to the Holders of the Class A-4 Certificates from the Class A-4 Reserve Fund pursuant to Section 4.02(f) will be insufficient to pay the Required Distributions on such Distribution Date, the Trustee shall determine the amount of any such deficiency and shall give notice to MBIA and the Fiscal Agent (as defined in the Class A-4 1-A-2 Policy), if any, by telephone or telecopy of the amount of such deficiency, confirmed in writing by notice substantially in the form of Exhibit A to the Class A-4 1-A-2 Policy by 12:00 noon, New York City time on such third Business Day. The Trustee's responsibility for delivering the notice to MBIA as provided in the preceding sentence is limited to the availability, timeliness and accuracy of the information provided by the Master Servicer. (b) 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 1-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 MBIA and the Fiscal Agent, if any, and (ii) comply with the provisions of the Class A-4 1-A-2 Policy to obtain payment by MBIA of such voided scheduled payment. In addition, the Trustee shall mail notice to all Holders of the Class A-4 1-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 Class A-4 1-A-2 Policy a copy of which shall be made available to such Holders by the Trustee. The Trustee shall furnish to MBIA and the Fiscal Agent, if any, its records listing the payments on the affected Class A-4 1-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. (c) At the time of the execution hereof, and for the purposes hereof, the Trustee shall establish a separate special purpose trust account in the name of the Trustee for the benefit of Holders of the Class A-4 1-A-2 Certificates (the "Class A-4 1-A-2 Policy Payments Account") over which the Trustee shall have exclusive control and sole right of withdrawal. The Class A-4 1-A-2 Policy Payments Account shall be anan Eligible Account. The Trustee shall deposit any amount paid under the Class 1-A-2 Policy into the Class 1-A-2 Policy Payments Account and distribute such amount only for the purposes of making the payments to Holders of the Class 1-A-2 Certificates in respect of the Required Distribution for which the related claim was made under the Class 1-A-2 Policy. Such amounts shall be allocated by the Trustee to Holders of Class 1-A-2 Certificates affected by such shortfalls in the same manner as principal and interest payments are to be allocated with respect to such Certificates pursuant to Section 4.02. It shall not be necessary for such payments to be made by checks or wire transfers separated from the checks or wire transfers used to make regular payments hereunder with funds withdrawn from the Distribution Account. However, any payments made on the Class 1-A-2 Certificates from funds in the Class 1-A-2 Policy Payments Account shall be noted as provided in subsection (e) below. Funds held in the Class 1-A-2 Policy Payments Account shall not be invested by the Trustee. (d) Any funds received from MBIA for deposit into the Class 1-A-2 Policy Payments Account pursuant to the Class 1-A-2 Policy in respect of a Distribution Date or otherwise as a result of any claim under the Class 1-A-2 Policy shall be applied by the Trustee directly to the payment in full (i) of the Required Distribution due on such Distribution Date on the Class 1-A-2 Certificates, or (ii) of other amounts payable under the Class 1-A-2 Policy. Funds received by the Trustee as a result of any claim under the Class 1-A-2 Policy shall be used solely for payment to the Holders of the Class 1-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, the Master Servicer or the Trust Fund. Any funds remaining in the Class 1-A-2 Policy Payments Account on the first Business Day after each Distribution Date shall be remitted promptly to MBIA in accordance with the instructions set forth in Section 5.01. (e) The Trustee shall keep complete and accurate records in respect of (i) all funds remitted to it by MBIA and deposited into the Class 1-A-2 Policy Payments Account and (ii) the allocation of such funds to (A) payments of interest on and principal in respect of any Class 1-A-2 Certificates, (B) Realized Losses allocated to the Class 1-A-2 Certificates and (C) the amount of funds available to make distributions on the Class 1-A-2 Certificates pursuant to Section 4.02(a). MBIA shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days' prior notice to the Trustee. (f) The Trustee acknowledges, and each Holder of a Class 1-A-2 Certificate by its acceptance of the Class 1-A-2 Certificate agrees, that, without the need for any further action on the part of MBIA or the Trustee, to the extent MBIA makes payments, directly or indirectly, on account of principal of or interest on any Class 1-A-2 Certificates, MBIA will be fully subrogated to the rights of the Holders of such Class 1-A-2 Certificates to receive such principal and interest from the Trust Fund. The Holders of the Class 1-A-2 Certificates, by acceptance of the Class 1-A-2 Certificates, assign their rights as Holders of the Class 1-A-2 Certificates to the extent of MBIA's interest with respect to amounts paid under the Class 1-A-2 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 1-A-2 Certificates which is made with funds received pursuant to the terms of the Class 1-A-2 Policy, shall not be considered payment of the Class 1-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 1-A-2 Certificates within the meaning of Article IV. (g) Upon its becoming aware of the occurrence of an Event of Default, the Trustee shall promptly notify MBIA of such Event of Default. (h) The Trustee shall promptly notify MBIA 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 1-A-2 Certificates as to which it has actual knowledge. Each Holder of a Class 1-A-2 Certificate, by its purchase of Class 1-A-2 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 of a Class 1-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. (i) 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 to the attention of Secondary Marketing. (j) The Trustee shall surrender the Class 1-A-2 Policy to MBIA for cancellation upon the reduction of the Class Certificate Balance of the Class 1-A-2 Certificates to zero. (k) The Trustee shall send to MBIA the reports prepared pursuant to Sections 3.16 and 3.17 and the statements prepared pursuant to Section 4.06, as well as any other statements or communications sent to Holders of the Class 1-A-2 Certificates, in each case at the same time such reports, statements and communications are otherwise sent. (l) For so long as there is no continuing default by MBIA under its obligations under the Class 1-A-2 Policy (an "MBIA Default"), each Holder of a Class 1-A-2 Certificate agrees that MBIA shall be treated by the Depositor, the Master Servicer and the Trustee as if MBIA were the Holder of all of the Class 1-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 1-A-2 Certificates hereunder. (m) With respect to this Section 4.05, (i) the terms "Receipt" and "Received" shall mean actual delivery to MBIA and MBIA's Fiscal Agent, if any, if any, prior to 12:00 noon, New York City time, on a Business Day; delivery either on a day that is not a Business Day or after 12:00 noon, New York City time, shall be deemed to be Receipt on the next succeeding Business Day. If any notice or certificate given under the Class 1-A-2 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. MBIA or its Fiscal Agent, if any, shall promptly so advise the Trustee and the Trustee may submit an amended notice and (ii) "Business Day" means any day other than (A) a Saturday or Sunday or (B) a day on which MBIA 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.

Policy Matters. (a) If, on the third Business Day before any Distribution Date, the Trustee determines that the Available Funds for such Distribution Date distributable to the Holders of the Class A-4 Certificates pursuant to Section 4.02 together with any amounts that may be distributable to the Holders of the Class A-4 Certificates from the Class A-4 Reserve Fund pursuant to Section 4.02(f) will be insufficient to pay the Required Distributions on such Distribution Date, the Trustee shall determine the amount of any such deficiency and shall give notice to MBIA and the Fiscal Agent (as defined in the Class A-4 Policy), if any, by telephone or telecopy of the amount of such deficiency, confirmed in writing by notice substantially in the form of Exhibit A to the Class A-4 Policy by 12:00 noon, New York City time on such third Business Day. The Trustee's responsibility for delivering the notice to MBIA as provided in the preceding sentence is limited to the availability, timeliness and accuracy of the information provided by the Master Servicer. (b) 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 Certificate has been voided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall (i) promptly notify MBIA and the Fiscal Agent, if any, and (ii) comply with the provisions of the Class A-4 Policy to obtain payment by MBIA of such voided scheduled payment. In addition, the Trustee shall mail notice to all Holders of the 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 Class A-4 Policy a copy of which shall be made available to such Holders by the Trustee. The Trustee shall furnish to MBIA and the Fiscal Agent, if any, its records listing the payments on the affected 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. (c) At the time of the execution hereof, and for the purposes hereof, the Trustee shall establish a separate special purpose trust account in the name of the Trustee for the benefit of Holders of the Class A-4 Certificates (the "Class A-4 Policy Payments Account") over which the Trustee shall have exclusive control and sole right of withdrawal. The Class A-4 Policy Payments Account shall be anan Eligible Account. The Trustee shall deposit any amount paid under the Class A-4 Policy into the Class A-4 Policy Payments Account and distribute such amount only for the purposes of making the payments to Holders of the Class A-4 Certificates in respect of the Required Distribution for which the related claim was made under the Class A-4 Policy. Such amounts shall be allocated by the Trustee to Holders of Class A-4 Certificates affected by such shortfalls in the same manner as principal and interest payments are to be allocated with respect to such Certificates pursuant to Section 4.02. It shall not be necessary for such payments to be made by checks or wire transfers separated from the checks or wire transfers used to make regular payments hereunder with funds withdrawn from the Distribution Account. However, any payments made on the Class A-4 Certificates from funds in the Class A-4 Policy Payments Account shall be noted as provided in subsection (e) below. Funds held in the Class A-4 Policy Payments Account shall not be invested by the Trustee. (d) Any funds received from MBIA for deposit into the Class A-4 Policy Payments Account pursuant to the Class A-4 Policy in respect of a Distribution Date or otherwise as a result of any claim under the Class A-4 Policy shall be applied by the Trustee directly to the payment in full (i) of the Required Distribution due on such Distribution Date on the Class A-4 Certificates, or (ii) of other amounts payable under the Class A-4 Policy. Funds received by the Trustee as a result of any claim under the Class A-4 Policy shall be used solely for payment to the Holders of the 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, the Master Servicer or the Trust Fund. Any funds remaining in the Class A-4 Policy Payments Account on the first Business Day after each Distribution Date shall be remitted promptly to MBIA pursuant to the written instruction of MBIA. (e) The Trustee shall keep complete and accurate records in respect of (i) all funds remitted to it by MBIA and deposited into the Class A-4 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 Certificates, (B) Realized Losses allocated to the Class A-4 Certificates (C) the Class A-4 Net Interest Shortfalls and (D) the amount of funds available to make distributions on the Class A-4 Certificates pursuant to Sections 4.02(a) and (f) including all amounts in the Class A-4 Reserve Fund. MBIA shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days' prior notice to the Trustee. (f) The Trustee acknowledges, and each Holder of a Class A-4 Certificate by its acceptance of the Class A-4 Certificate agrees, that, without the need for any further action on the part of MBIA or the Trustee, to the extent MBIA makes payments, directly or indirectly, on account of principal of or interest on any Class A-4 Certificates, MBIA will be fully subrogated to the rights of the Holders of such Class A-4 Certificates to receive such principal and interest from the Trust Fund. The Holders of the Class A-4 Certificates, by acceptance of the Class A-4 Certificates, assign their rights as Holders of the Class A-4 Certificates to the extent of MBIA's interest with respect to amounts paid under the Class A-4 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 A-4 Certificates which is made with funds received pursuant to the terms of the Class A-4 Policy, shall not be considered payment of the 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 Certificate Balance of the Class A-4 Certificates within the meaning of Article IV. (g) Upon its becoming aware of the occurrence of an Event of Default, the Trustee shall promptly notify MBIA of such Event of Default. (h) The Trustee shall promptly notify MBIA 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 Certificates as to which it has actual knowledge. Each Holder of a Class A-4 Certificate, by its purchase of Class A-4 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 of a 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. (i) 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 to the attention of Secondary Marketing. (j) The Trustee shall surrender the Class A-4 Policy to MBIA for cancellation upon the reduction of the Class Certificate Balance of the Class A-4 Certificates to zero. (k) The Trustee shall send to MBIA the reports prepared pursuant to Sections 3.16 and 3.17 and the statements prepared pursuant to Section 4.06, as well as any other statements or communications sent to Holders of the Class A-4 Certificates, in each case at the same time such reports, statements and communications are otherwise sent. (l) For so long as there is no continuing default by MBIA under its obligations under the Class A-4 Policy (an "MBIA Default"), each Holder of a Class A-4 Certificate agrees that MBIA shall be treated by the Depositor, the Master Servicer and the Trustee as if MBIA were the Holder of all of the 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-4 Certificates hereunder.

Policy Matters. (a) If, on the third Business Day before any Distribution Date, the Trustee determines that the Available Funds for such Distribution Date distributable to the Holders of the Class A-4 Certificates pursuant to Section 4.02 together with any amounts that may be distributable to the Holders of the Class A-4 Certificates from the Class A-4 Reserve Fund pursuant to Section 4.02(f) will be insufficient to pay the Required Distributions a Deficiency Amount exists on such Distribution Date, the Trustee shall determine the amount of any such deficiency and shall give notice to MBIA the Certificate Insurer and the Fiscal Agent (as defined in the Class A-4 II-A Policy), if any, by telephone or telecopy of the amount of such deficiencyDeficiency Amount, confirmed in writing by notice substantially in the form of Exhibit A to the Class A-4 II-A Policy by 12:00 noon, New York City time on such third Business Day. The Trustee's responsibility for delivering the notice to MBIA the Certificate Insurer as provided in the preceding sentence is limited to the availabilitycontingent upon its receipt of available, timeliness timely and accuracy of the accurate information provided by from the Master Servicer. (b) In the event the Trustee receives a certified copy of an order of the appropriate court that regarding any scheduled payment of principal or interest on a Avoided Payment (as defined in the Class A-4 Certificate has been voided in whole or in part as a preference payment under applicable bankruptcy lawII-A Policy), the Trustee shall (i) promptly notify MBIA the Certificate Insurer and the Fiscal Agent, if any, and (ii) comply with the provisions of the Class A-4 II-A Policy to obtain payment by MBIA the Certificate Insurer of such voided scheduled paymentAvoided Payment. In addition, the Trustee shall mail notice to all Holders of the Class A-4 II-A Certificates so affected that, in the event that any such Holder's scheduled payment is so recoveredan Avoided Payment, such Holder will be entitled to payment pursuant to the terms of the Class A-4 Policy II-A Policy, a copy of which shall be made available to such Holders by the Trustee. The Trustee shall furnish to MBIA the Certificate Insurer and the Fiscal Agent, if any, its records listing the payments on the affected Class A-4 II-A 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. (c) At the time of the execution hereof, and for the purposes hereof, the Trustee shall establish a separate special purpose trust account in the name of the Trustee for the benefit of Holders of the Class A-4 II-A Certificates (the "Class A-4 II-A Policy Payments Account") over which the Trustee shall have exclusive control and sole right of withdrawal. The Class A-4 II-A Policy Payments Account shall be anan Eligible Account. The Trustee shall deposit any amount paid under the Class II-A Policy into the Class II-A Policy Payments Account and distribute such amount only for the purposes of making the payments to Holders of the Class II-A Certificates in respect of the Insured Payment for which the related claim was made under the Class II-A Policy. Such amounts shall be allocated by the Trustee to Holders of Class II-A Certificates affected by such shortfalls in the same manner as interest and principal payments are to be allocated with respect to such Certificates pursuant to Section 5.04. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to make regular payments hereunder with funds withdrawn from the Distribution Account. However, any payments made on the Class II-A Certificates from funds in the Class II-A Policy Payments Account shall be noted as provided in subsection (e) below. Funds held in the Class II-A Policy Payments Account shall not be invested by the Trustee. (d) Any funds received from the Certificate Insurer for deposit into the Class II-A Policy Payments Account pursuant to the Class II-A Policy in respect of a Distribution Date or otherwise as a result of any claim under the Class II-A Policy shall be applied by the Trustee directly to the payment in full (i) of the Deficiency Amount due on such Distribution Date on the Class II-A Certificates, or (ii) of other amounts payable under the Class II-A Policy. Funds received by the Trustee as a result of any claim under the Class II-A Policy shall be used solely for payment to the Holders of the Class II-A Certificates and may not be applied for any other purpose, including, without limitation, satisfaction of any costs, expenses or liabilities of the Trustee, the Depositor, the Seller, any subservicer, the Master Servicer or the Trust Fund. Any funds remaining in the Class II-A Policy Payments 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.

Policy Matters. (a) If, on the third Business Day before any Distribution Date, the Trustee determines that the Available Funds for such Distribution Date distributable to the Holders of the Class A-4 Certificates pursuant to Section 4.02 together with any amounts that may be distributable to the Holders of the Class A-4 Certificates from the Class A-4 Reserve Fund pursuant to Section 4.02(f) will be insufficient to pay the Required Distributions a Deficiency Amount exists on such Distribution Date, the Trustee shall determine the amount of any such deficiency and shall give notice to MBIA and the Fiscal Agent (as defined in the Class A-4 A-5 Policy), if any, by telephone or telecopy of the amount of such deficiencyDeficiency Amount, confirmed in writing by notice substantially in the form of Exhibit A to the Class A-4 A-5 Policy by 12:00 noon, New York City time on such third Business Day. The Trustee's responsibility for delivering the notice to MBIA as provided in the preceding sentence is limited to the availabilitycontingent upon its receipt of available, timeliness timely and accuracy of the accurate information provided by from the Master Servicer. (b) In the event the Trustee receives a certified copy of an order of the appropriate court that regarding any scheduled payment of principal or interest on a Preference Amount (as defined in the Class A-4 Certificate has been voided in whole or in part as a preference payment under applicable bankruptcy lawA-5 Policy), the Trustee shall (i) promptly notify MBIA and the Fiscal Agent, if any, and (ii) comply with the provisions of the Class A-4 A-5 Policy to obtain payment by MBIA of such voided scheduled paymentPreference Amount. In addition, the Trustee shall mail notice to all Holders of the Class A-4 A-5 Certificates so affected that, in the event that any such Holder's scheduled payment is so recovereda Preference Amount, such Holder will be entitled to payment pursuant to the terms of the Class A-4 Policy A-5 Policy, a copy of which shall be made available to such Holders by the Trustee. The Trustee shall furnish to MBIA and the Fiscal Agent, if any, its records listing the payments on the affected Class A-4 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. (c) At the time of the execution hereof, and for the purposes hereof, the Trustee shall establish a separate special purpose trust account in the name of the Trustee for the benefit of Holders of the Class A-4 A-5 Certificates (the "Class A-4 A-5 Policy Payments Account") over which the Trustee shall have exclusive control and sole right of withdrawal. The Class A-4 A-5 Policy Payments Account shall be anan Eligible Account. The Trustee shall deposit any amount paid under the Class A-5 Policy into the Class A-5 Policy Payments Account and distribute such amount only for the purposes of making the payments to Holders of the Class A-5 Certificates in respect of the Insured Payment for which the related claim was made under the Class A-5 Policy. Such amounts shall be allocated by the Trustee to Holders of Class A-5 Certificates affected by such shortfalls in the same manner as interest and principal payments are to be allocated with respect to such Certificates pursuant to Section 6.04. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to make regular payments hereunder with funds withdrawn from the Distribution Account. However, any payments made on the Class A-5 Certificates from funds in the Class A-5 Policy Payments Account shall be noted as provided in subsection (e) below. Funds held in the Class A-5 Policy Payments Account shall not be invested by the Trustee. (d) Any funds received from MBIA for deposit into the Class A-5 Policy Payments Account pursuant to the Class A-5 Policy in respect of a Distribution Date or otherwise as a result of any claim under the Class A-5 Policy shall be applied by the Trustee directly to the payment in full (i) of the Deficiency Amount due on such Distribution Date on the Class A-5 Certificates, or (ii) of other amounts payable under the Class A-5 Policy. Funds received by the Trustee as a result of any claim under the Class A-5 Policy shall be used solely for payment to the Holders of the 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, the Depositor, the Seller, any Servicer, the Securities Administrator, the Master Servicer or the Trust Fund. Any funds remaining in the Class A-5 Policy Payments Account on the first Business Day after each Distribution Date shall be remitted promptly to MBIA pursuant to the written instruction of MBIA. (e) The Trustee shall keep complete and accurate records in respect of (i) all funds remitted to it by MBIA and deposited into the Class A-5 Policy Payments Account and (ii) the allocation of such funds to (A) payments of interest on and principal in respect of any Class A-5 Certificates and (B) the amount of funds available to make distributions on the Class A-5 Certificates pursuant to Section 6.04. MBIA shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days' prior notice to the Trustee. (f) The Trustee acknowledges, and each Holder of a Class A-5 Certificate by its acceptance of the Class A-5 Certificate agrees, that, without the need for any further action on the part of MBIA or the Trustee to the extent MBIA makes payments, directly or indirectly, on account of principal of or interest on any Class A-5 Certificates, MBIA will be fully subrogated to the rights of the Holders of such Class A-5 Certificates to receive such principal and interest from the Trust Fund. The Holders of the Class A-5 Certificates, by acceptance of the Class A-5 Certificates, assign their rights as Holders of the Class A-5 Certificates to the extent of MBIA's interest with respect to amounts paid under the Class A-5 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 6.04, any payment with respect to distributions to the Class A-5 Certificates which is made with funds received pursuant to the terms of the Class A-5 Policy, shall not be considered payment of the 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 Certificate Principal Balance of the Class A-5 Certificates as described in this Article VI. The Trustee, the Company and the Master Servicer shall cooperate in all respects with any reasonable request by MBIA for action to preserve or enforce MBIA's rights or interests under this Agreement without limiting the rights or affecting the interests of the Holders as otherwise set forth herein. (g) Upon its becoming aware of the occurrence of an Event of Default, the Trustee shall promptly notify MBIA of such Event of Default. (h) The Trustee shall promptly notify MBIA of either of the following as to which a Responsible Officer 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 proceeding seeking the avoidance as a preferential transfer (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 Class A-5 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 of a 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. (i) 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 to the attention of Secondary Marketing. (j) The Trustee shall promptly surrender the Class A-5 Policy to MBIA for cancellation upon the reduction of the Certificate Principal Balance of the Class A-5 Certificates to zero. (k) The Trustee shall send to MBIA the certificates and statements prepared pursuant to Sections 3.13 and 3.14 and the statements prepared pursuant to Section 6.05, as well as any other statements or communications sent to Holders of the Class A-5 Certificates, in each case at the same time such reports, statements and communications are otherwise sent. (l) For so long as there is not continuing default by MBIA under its obligations under the Class A-5 Policy (an "MBIA Default"), each Holder of a Class A-5 Certificate agrees that MBIA shall be treated by the Depositor, the Master Servicer, the Securities Administrator and the Trustee as if MBIA were the Holder of all 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 the Holders of the Class A-5 Certificates hereunder without any further consent of the Holders of the Class A-5 Certificates and such holders shall not exercise such rights without the prior written consent of MBIA.

Policy Matters. (a) If, on the third Business Day before any Distribution Date, the Securities Administrator notifies the Trustee determines that the Available Funds for such Distribution Date distributable to the Holders of the Class A-4 Certificates pursuant to Section 4.02 together with any amounts that may be distributable to the Holders of the Class A-4 Certificates from the Class A-4 Reserve Fund pursuant to Section 4.02(f) will be insufficient to pay the Required Distributions a Deficiency Amount exists on such Distribution Date, the Trustee shall determine the amount of any such deficiency and shall give notice to MBIA and the Fiscal Agent (as defined in the Class A-4 Policy), if any, by telephone or telecopy of the amount of such deficiencyDeficiency Amount, confirmed in writing by notice substantially in the form of Exhibit A to the Class A-4 Policy by 12:00 noon, New York City time on such third Business Day. The Trustee's responsibility for delivering the notice to MBIA as provided in the preceding sentence is limited to the availabilitycontingent upon its receipt of available, timeliness timely and accuracy of the accurate information provided by from the Master Servicer. (b) In the event the Trustee receives a certified copy of an order of the appropriate court that regarding any scheduled payment of principal or interest on a Class A-4 Certificate has been voided Preference Amount (as defined in whole or in part as a preference payment under applicable bankruptcy lawthe Policy), the Trustee shall (i) promptly notify MBIA and the Fiscal Agent, if any, and (ii) comply with the provisions of the Class A-4 Policy to obtain payment by MBIA of such voided scheduled paymentPreference Amount. In addition, the Trustee shall mail notice to all Holders of the Class A-4 A-11 Certificates so affected that, in the event that any such Holder's scheduled payment is so recovereda Preference Amount, such Holder will be entitled to payment pursuant to the terms of the Class A-4 Policy Policy, a copy of which shall be made available to such Holders by the Trustee. The Trustee shall furnish to MBIA and the Fiscal Agent, if any, its records listing the payments on the affected Class A-4 A-11 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. (c) At the time of the execution hereof, and for the purposes hereof, the Trustee shall establish a separate special purpose trust account in the name of the Trustee for the benefit of Holders of the Class A-4 A-11 Certificates (the "Class A-4 A-11 Policy Payments Account") over which the Trustee shall have exclusive control and sole right of withdrawal. The Class A-4 A-11 Policy Payments Account shall be anan Eligible Account. The Trustee shall deposit any amount paid under the Policy into the Class A-11 Policy Payments Account and distribute such amount only for the purposes of making the payments to Holders of the Class A-11 Certificates in respect of the Insured Payment for which the related claim was made under the Policy. Such amounts shall be allocated by the Trustee to Holders of Class A-11 Certificates affected by such shortfalls in the same manner as interest and principal payments are to be allocated with respect to such Certificates pursuant to Section 6.01. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to make regular payments hereunder with funds withdrawn from the Distribution Account. However, any payments made on the Class A-11 Certificates from funds in the Policy Payments Account shall be noted as provided in subsection (e) below. Funds held in the Class A-11 Policy Payments Account shall not be invested by the Trustee. (d) Any funds received from MBIA for deposit into the Class A-11 Policy Payments Account pursuant to the Policy in respect of a Distribution Date or otherwise as a result of any claim under the Policy shall be applied by the Trustee directly to the payment in full (i) of the Deficiency Amount due on such Distribution Date on the Class A-11 Certificates, or (ii) of other amounts payable under the Policy. 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 Class A-11 Certificates and may not be applied for any other purpose, including, without limitation, satisfaction of any costs, expenses or liabilities of the Trustee, the Mortgage Loan Seller, the Seller, any Servicer, the Securities Administrator, the Master Servicer or the Trust Fund. Any funds remaining in the Class A-11 Policy Payments Account on the first Business Day after each Distribution Date shall be remitted promptly to MBIA pursuant to the written instruction of MBIA. (e) The Trustee shall keep complete and accurate records in respect of (i) all funds remitted to it by MBIA and deposited into the Class A-11 Policy Payments Account and (ii) the allocation of such funds to (A) payments of interest on and principal in respect of any Class A-11 Certificates and (B) the amount of funds available to make distributions on the Class A-11 Certificates pursuant to Section 6.01. MBIA shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days' prior notice to the Trustee. (f) The Trustee acknowledges, and each Holder of a Class A-11 Certificate by its acceptance of the Class A-11 Certificate agrees, that, without the need for any further action on the part of MBIA or the Trustee to the extent MBIA makes payments, directly or indirectly, on account of principal of or interest on any Class A-11 Certificates, MBIA will be fully subrogated to the rights of the Holders of such Class A-11 Certificates to receive such principal and interest from the Trust Fund. The Holders of the Class A-11 Certificates, by acceptance of the Class A-11 Certificates, assign their rights as Holders of the Class A-11 Certificates 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 6.01, any payment with respect to distributions to the Class A-11 Certificates which is made with funds received pursuant to the terms of the Policy, shall not be considered payment of the Class A-11 Certificates from the Trust Fund and shall not result in the distribution or the provision for the distribution in reduction of the Current Principal Amount of the Class A-11 Certificates as described in this Article VI. The Trustee, the Seller, the Mortgage Loan Seller and the Master Servicer shall cooperate in all respects with any reasonable request by MBIA for action to preserve or enforce MBIA's rights or interests under this Agreement without limiting the rights or affecting the interests of the Holders as otherwise set forth herein. (g) Upon a Responsible Officer of the Trustee becoming aware of the occurrence of an Event of Default, the Trustee shall promptly notify MBIA of such Event of Default. (h) The Trustee shall promptly notify MBIA of either of the following as to which a Responsible Officer has actual knowledge: (A) the commencement of any proceeding by or against the Seller 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 proceeding seeking the avoidance as a preferential transfer (a "Preference Claim") of any distribution made with respect to the Class A-11 Certificates as to which it has actual knowledge. Each Holder of a Class A-11 Certificate, by its purchase of Class A-11 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 of a Class A-11 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. (i) 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 to the attention of Secondary Marketing. (j) The Trustee shall promptly surrender the Policy to MBIA for cancellation upon the reduction of the Current Principal Amount of the Class A-11 Certificates to zero. (k) The Trustee shall send to MBIA any statements or communications sent by the Trustee to Holders of the Class A-11 Certificates, in each case at the same time such reports, statements and communications are otherwise sent. (l) For so long as there is not a continuing default by MBIA under its obligations under the Policy (an "MBIA Default"), each Holder of a Class A-11 Certificate agrees that MBIA shall be treated by the Seller, the Mortgage Loan Seller, the Master Servicer, the Securities Administrator and the Trustee as if MBIA were the Holder of all Class A-11 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 the Holders of the Class A-11 Certificates hereunder without any further consent of the Holders of the Class A-11 Certificates and such holders shall not exercise such rights without the prior written consent of MBIA.

Policy Matters. (a) If, on the third Business Day before any Distribution Date, the Securities Administrator notifies the Trustee determines that the Available Funds for such Distribution Date distributable to the Holders of the Class A-4 Certificates pursuant to Section 4.02 together with any amounts that may be distributable to the Holders of the Class A-4 Certificates from the Class A-4 Reserve Fund pursuant to Section 4.02(f) will be insufficient to pay the Required Distributions a Deficiency Amount exists on such Distribution Date, the Trustee shall determine the amount of any such deficiency and shall give notice to MBIA and the Fiscal Agent (as defined in the Class A-4 Policy), if any, by telephone or telecopy of the amount of such deficiencyDeficiency Amount, confirmed in writing by notice substantially in the form of Exhibit A to the Class A-4 Policy by 12:00 noon, New York City time on such third Business Day. The Trustee's responsibility for delivering the notice to MBIA as provided in the preceding sentence is limited to the availabilitycontingent upon its receipt of available, timeliness timely and accuracy of the accurate information provided by from the Master Servicer. (b) In the event the Trustee receives a certified copy of an order of the appropriate court that regarding any scheduled payment of principal or interest on a Class A-4 Certificate has been voided Preference Amount (as defined in whole or in part as a preference payment under applicable bankruptcy lawthe Policy), the Trustee shall (i) promptly notify MBIA and the Fiscal Agent, if any, and (ii) comply with the provisions of the Class A-4 Policy to obtain payment by MBIA of such voided scheduled paymentPreference Amount. In addition, the Trustee shall mail notice to all Holders of the Class A-4 A-6 Certificates so affected that, in the event that any such Holder's scheduled payment is so recovereda Preference Amount, such Holder will be entitled to payment pursuant to the terms of the Class A-4 Policy Policy, a copy of which shall be made available to such Holders by the Trustee. The Trustee shall furnish to MBIA and the Fiscal Agent, if any, its records listing the payments on the affected Class A-4 A-6 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. (c) At the time of the execution hereof, and for the purposes hereof, the Trustee shall establish a separate special purpose trust account in the name of the Trustee for the benefit of Holders of the Class A-4 A-6 Certificates (the "Class A-4 A-6 Policy Payments Account") over which the Trustee shall have exclusive control and sole right of withdrawal. The Class A-4 A-6 Policy Payments Account shall be anan Eligible Account. The Trustee shall deposit any amount paid under the Policy into the Class A-6 Policy Payments Account and distribute such amount only for the purposes of making the payments to Holders of the Class A-6 Certificates in respect of the Insured Payment for which the related claim was made under the Policy. Such amounts shall be allocated by the Trustee to Holders of Class A-6 Certificates affected by such shortfalls in the same manner as interest and principal payments are to be allocated with respect to such Certificates pursuant to Section 6.01. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to make regular payments hereunder with funds withdrawn from the Distribution Account. However, any payments made on the Class A-6 Certificates from funds in the Policy Payments Account shall be noted as provided in subsection (e) below. Funds held in the Class A-6 Policy Payments Account shall not be invested by the Trustee. (d) Any funds received from MBIA for deposit into the Class A-6 Policy Payments Account pursuant to the Policy in respect of a Distribution Date or otherwise as a result of any claim under the Policy shall be applied by the Trustee directly to the payment in full (i) of the Deficiency Amount due on such Distribution Date on the Class A-6 Certificates, or (ii) of other amounts payable under the Policy. 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 Class A-6 Certificates and may not be applied for any other purpose, including, without limitation, satisfaction of any costs, expenses or liabilities of the Trustee, the Depositor, the Seller, any Servicer, the Securities Administrator, the Master Servicer or the Trust Fund. Any funds remaining in the Class A-6 Policy Payments Account on the first Business Day after each Distribution Date shall be remitted promptly to MBIA pursuant to the written instruction of MBIA. (e) The Trustee shall keep complete and accurate records in respect of (i) all funds remitted to it by MBIA and deposited into the Class A-6 Policy Payments Account and (ii) the allocation of such funds to (A) payments of interest on and principal in respect of any Class A-6 Certificates and (B) the amount of funds available to make distributions on the Class A-6 Certificates pursuant to Section 6.01. MBIA shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days' prior notice to the Trustee. (f) The Trustee acknowledges, and each Holder of a Class A-6 Certificate by its acceptance of the Class A-6 Certificate agrees, that, without the need for any further action on the part of MBIA or the Trustee to the extent MBIA makes payments, directly or indirectly, on account of principal of or interest on any Class A-6 Certificates, MBIA will be fully subrogated to the rights of the Holders of such Class A-6 Certificates to receive such principal and interest from the Trust Fund. The Holders of the Class A-6 Certificates, by acceptance of the Class A-6 Certificates, assign their rights as Holders of the Class A-6 Certificates 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 6.01, any payment with respect to distributions to the Class A-6 Certificates which is made with funds received pursuant to the terms of the Policy, shall not be considered payment of the Class A-6 Certificates from the Trust Fund and shall not result in the distribution or the provision for the distribution in reduction of the Current Principal Amount of the Class A-6 Certificates as described in this Article VI. The Trustee, the Seller, the Depositor and the Master Servicer shall cooperate in all respects with any reasonable request by MBIA for action to preserve or enforce MBIA's rights or interests under this Agreement without limiting the rights or affecting the interests of the Holders as otherwise set forth herein. (g) Upon a Responsible Officer of the Trustee becoming aware of the occurrence of an Event of Default, the Trustee shall promptly notify MBIA of such Event of Default. (h) The Trustee shall promptly notify MBIA of either of the following as to which a Responsible Officer has actual knowledge: (A) the commencement of any proceeding by or against the Seller 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 proceeding seeking the avoidance as a preferential transfer (a "Preference Claim") of any distribution made with respect to the Class A-6 Certificates as to which it has actual knowledge. Each Holder of a Class A-6 Certificate, by its purchase of Class A-6 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 of a Class A-6 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. (i) 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 to the attention of Secondary Marketing. (j) The Trustee shall promptly surrender the Policy to MBIA for cancellation upon the reduction of the Current Principal Amount of the Class A-6 Certificates to zero. (k) The Trustee shall send to MBIA any statements or communications sent by the Trustee to Holders of the Class A-6 Certificates, in each case at the same time such reports, statements and communications are otherwise sent. (l) For so long as there is not a continuing default by MBIA under its obligations under the Policy (an "MBIA Default"), each Holder of a Class A-6 Certificate agrees that MBIA shall be treated by the Seller, the Depositor, the Master Servicer, the Securities Administrator and the Trustee as if MBIA were the Holder of all Class A-6 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 the Holders of the Class A-6 Certificates hereunder without any further consent of the Holders of the Class A-6 Certificates and such holders shall not exercise such rights without the prior written consent of MBIA.

Policy Matters. (a) If, on the third Business Day before any Distribution Date, the Trustee determines that the Available Funds for such Distribution Date distributable to the Holders of the Class A-4 Certificates pursuant to Section 4.02 together with any amounts that may be distributable to the Holders of the Class A-4 Certificates from the Class A-4 Reserve Fund pursuant to Section 4.02(f) will be insufficient to pay the Required Distributions a Deficiency Amount exists on such Distribution Date, the Trustee shall determine the amount of any such deficiency and shall give notice to MBIA and the Fiscal Agent (as defined in the Class A-4 Policy), if any, by telephone or telecopy of the amount of such deficiencyDeficiency Amount, confirmed in writing by notice substantially in the form of Exhibit A to the Class A-4 Policy by 12:00 noon, New York City time on such third Business Day. The Trustee's responsibility for delivering the notice to MBIA as provided in the preceding sentence is limited to the availabilitycontingent upon its receipt of available, timeliness timely and accuracy of the accurate information provided by from the Master Servicer. (b) In the event the Trustee receives a certified copy of an order of the appropriate court that regarding any scheduled payment of principal or interest on a Class A-4 Certificate has been voided Preference Amount (as defined in whole or in part as a preference payment under applicable bankruptcy lawthe Policy), the Trustee shall (i) promptly notify MBIA and the Fiscal Agent, if any, and (ii) comply with the provisions of the Class A-4 Policy to obtain payment by MBIA of such voided scheduled paymentPreference Amount. In addition, the Trustee shall mail notice to all Holders of the Class A-4 I-A-6 Certificates so affected that, in the event that any such Holder's scheduled payment is so recovereda Preference Amount, such Holder will be entitled to payment pursuant to the terms of the Class A-4 Policy Policy, a copy of which shall be made available to such Holders by the Trustee. The Trustee shall furnish to MBIA and the Fiscal Agent, if any, its records listing the payments on the affected Class A-4 I-A-6 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. (c) At the time of the execution hereof, and for the purposes hereof, the Trustee shall establish a separate special purpose trust account in the name of the Trustee for the benefit of Holders of the Class A-4 Certificates (the "Class A-4 Policy Payments Account") over which the Trustee shall have exclusive control and sole right of withdrawal. The Class A-4 Xxxxxxxxxxxx xxxx xxxxx xx xxx Policy Payments Account shall be annoted as provided in subsection (e) below. Funds held in the Class I-A-6 Policy Payments Account shall not be invested by the Trustee. (d) Any funds received from MBIA for deposit into the Class I-A-6 Policy Payments Account pursuant to the Policy in respect of a Distribution Date or otherwise as a result of any claim under the Policy shall be applied by the Trustee directly to the payment in full (i) of the Deficiency Amount due on such Distribution Date on the Class I-A-6 Certificates, or (ii) of other amounts payable under the Policy. 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 Class I-A-6 Certificates and may not be applied for any other purpose, including, without limitation, satisfaction of any costs, expenses or liabilities of the Trustee, the Mortgage Loan Seller, the Seller, any Servicer, the Securities Administrator, the Master Servicer or the Trust Fund. Any funds remaining in the Class I-A-6 Policy Payments Account on the first Business Day after each Distribution Date shall be remitted promptly to MBIA pursuant to the written instruction of MBIA. (e) The Trustee shall keep complete and accurate records in respect of (i) all funds remitted to it by MBIA and deposited into the Class I-A-6 Policy Payments Account and (ii) the allocation of such funds to (A) payments of interest on and principal in respect of any Class I-A-6 Certificates and (B) the amount of funds available to make distributions on the Class I-A-6 Certificates pursuant to Section 6.01. MBIA shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days' prior notice to the Trustee. (f) The Trustee acknowledges, and each Holder of a Class I-A-6 Certificate by its acceptance of the Class I-A-6 Certificate agrees, that, without the need for any further action on the part of MBIA or the Trustee to the extent MBIA makes payments, directly or indirectly, on account of principal of or interest on any Class I-A-6 Certificates, MBIA will be fully subrogated to the rights of the Holders of such Class I-A-6 Certificates to receive such principal and interest from the Trust Fund. The Holders of the Class I-A-6 Certificates, by acceptance of the Class I-A-6 Certificates, assign their rights as Holders of the Class I-A-6 Certificates 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 6.01, any payment with respect to distributions to the Class I-A-6 Certificates which is made with funds received pursuant to the terms of the Policy, shall not be considered payment of the Class I-A-6 Certificates from the Trust Fund and shall not result in the distribution or the provision for the distribution in reduction of the Current Principal Amount of the Class I-A-6 Certificates as described in this Article VI. The Trustee, the Seller, the Mortgage Loan Seller and the Master Servicer shall cooperate in all respects with any reasonable request by MBIA for action to preserve or enforce MBIA's rights or interests under this Agreement without limiting the rights or affecting the interests of the Holders as otherwise set forth herein. (g) Upon its becoming aware of the occurrence of an Event of Default, the Trustee shall promptly notify MBIA of such Event of Default. (h) The Trustee shall promptly notify MBIA of either of the following as to which a Responsible Officer has actual knowledge: (A) the commencement of any proceeding by or against the Seller 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 proceeding seeking the avoidance as a preferential transfer (a "Preference Claim") of any distribution made with respect to the Class I-A-6 Certificates as to which it has actual knowledge. Each Holder of a Class I-A-6 Certificate, by its purchase of Class I-A-6 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 of a Class I-A-6 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. (i) 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 to the attention of Secondary Marketing. (j) The Trustee shall promptly surrender the Policy to MBIA for cancellation upon the reduction of the Current Principal Amount of the Class I-A-6 Certificates to zero. (k) The Trustee shall send to MBIA the certificates and statements prepared pursuant to Sections 3.16 and 3.17 and the statements prepared pursuant to Section 6.04, as well as any other statements or communications sent to Holders of the Class I-A-6 Certificates, in each case at the same time such reports, statements and communications are otherwise sent. (l) For so long as there is not continuing default by MBIA under its obligations under the Policy (an "MBIA Default"), each Holder of a Class I-A-6 Certificate agrees that MBIA shall be treated by the Seller, the Mortgage Loan Seller, the Master Servicer, the Securities Administrator and the Trustee as if MBIA were the Holder of all Class I-A-6 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 the Holders of the Class I-A-6 Certificates hereunder without any further consent of the Holders of the Class I-A-6 Certificates and such holders shall not exercise such rights without the prior written consent of MBIA.

Policy Matters. (a) If, on the third Business Day before any Distribution Date, the Trustee determines that the Available Funds for such Distribution Date distributable to the Holders of the Class A-4 A-9 or A-10 Certificates pursuant to Section 4.02 together with any amounts that may be distributable to the Holders of the Class A-4 Certificates A-9 and Class A-10 Certificates, as applicable, from the Class A-4 related Reserve Fund pursuant to Section 4.02(f) will be insufficient to pay the related Required Distributions on such Distribution Date, the Trustee shall determine the amount of any such deficiency and shall give notice to MBIA and the Fiscal Agent (as defined in the Class A-4 A-9 or Class A-10 Policy, as applicable), if any, by telephone or telecopy of the amount of such deficiency, confirmed in writing by notice substantially in the form of Exhibit A to the Class A-4 Policy A-9 or Class A-10 Policy, as applicable, by 12:00 noon, New York City time on such third Business Day. The Trustee's responsibility for delivering the notice to MBIA as provided in the preceding sentence is limited to the availability, timeliness and accuracy of the information provided by the Master Servicer. (b) 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 A-9 or Class A-10 Certificate has been voided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall (i) promptly notify MBIA and the Fiscal Agent, if any, and (ii) comply with the provisions of the Class A-4 Policy A-9 or Class A-10 Policy, as applicable, to obtain payment by MBIA of such voided scheduled payment. In addition, the Trustee shall mail notice to all Holders of the Class A-4 A-9 or Class A-10 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 A-9 or Class A-10 Policy, as applicable, a copy of which shall be made available to such Holders by the Trustee. The Trustee shall furnish to MBIA and the Fiscal Agent, if any, its records listing the payments on the affected Class A-4 A-9 and Class A-10 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. (c) At the time of the execution hereof, and for the purposes hereof, the Trustee shall establish a two separate special purpose trust account accounts in the name of the Trustee for the benefit of Holders of the Class A-4 A-9 Certificates (the "Class A-4 A-9 Policy Payments Account") and the Class A-10 Certificates (the "Class A-10 Policy Payments Account") over which the Trustee shall have exclusive control and sole right of withdrawal. The Class A-4 A-9 Policy Payments Account and the Class A-10 Policy Payments Account shall each be an Eligible Account. The Trustee shall deposit any amount paid under the Class A-9 or Class A-10 Policy, as applicable, into the Class A-9 Policy Payments Account and Class A-10 Policy Payments Account, respectively, and distribute such amount only for the purposes of making the payments to Holders of the Class A-9 or Class A-10 Certificates, as applicable, in respect of the related Required Distribution for which the related claim was made under the Class A-9 or Class A-10 Policy, as applicable. Such amounts shall be allocated by the Trustee to Holders of Class A-9 or Class A-10 Certificates, as applicable, affected by such shortfalls in the same manner as principal and interest payments are to be allocated with respect to such Certificates pursuant to Section 4.02. It shall not be necessary for such payments to be made by checks or wire transfers separated from the checks or wire transfers used to make regular payments hereunder with funds withdrawn from the Distribution Account. However, any payments made on the Class A-9 or Class A-10 Certificates from funds in the Class A-9 Policy Payments Account or Class A-10 Policy Payments Account shall be annoted as provided in subsection (e) below. Funds held in the Class A-9 Policy Payments Account and Class A-10 Policy Payments Account shall not be invested by the Trustee. (d) Any funds received from MBIA for deposit into the Class A-9 Policy Payments Account pursuant to the Class A-9 Policy in respect of a Distribution Date or otherwise as a result of any claim under the Class A-9 Policy shall be applied by the Trustee directly to the payment in full (i) of the related Required Distribution due on such Distribution Date on the Class A-9 Certificates, or (ii) of other amounts payable under the Class A-9 Policy. Funds received by the Trustee as a result of any claim under the Class A-9 Policy shall be used solely for payment to the Holders of the Class A-9 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 Class A-9 Policy Payments Account on the first Business Day after each Distribution Date shall be remitted promptly to MBIA pursuant to the written instruction of MBIA. Any funds received from MBIA for deposit into the Class A-10 Policy Payments Account pursuant to the Class A-10 Policy in respect of a Distribution Date or otherwise as a result of any claim under the Class A-10 Policy shall be applied by the Trustee directly to the payment in full (i) of the related Required Distribution due on such Distribution Date on the Class A-10 Certificates, or (ii) of other amounts payable under the Class A-10 Policy. Funds received by the Trustee as a result of any claim under the Class A-10 Policy shall be used solely for payment to the Holders of the Class A-10 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 Class A-10 Policy Payments Account on the first Business Day after each Distribution Date shall be remitted promptly to MBIA in accordance with the instructions set forth in Section 5.01. (e) The Trustee shall keep complete and accurate records in respect of (i) all funds remitted to it by MBIA and deposited into the Class A-9 Policy Payments Account and Class A-10 Policy Payments Account and (ii) the allocation of such funds to (A) payments of interest on and principal in respect of any Class A-9 or Class A-10 Certificates, (B) Realized Losses allocated to the Class A-9 or Class A-10 Certificates (C) the Net Interest Shortfalls allocated to the Class A-9 or Class A-10 Certificates and (D) the amount of funds available to make distributions on the Class A-9 and Class A-10 Certificates pursuant to Sections 4.02(a) and (f) including all amounts in the applicable Reserve Fund. MBIA shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days' prior notice to the Trustee. (f) The Trustee acknowledges, and each Holder of a Class A-9 and Class A-10 Certificate by its acceptance of the Class A-9 or Class A-10 Certificate, as applicable, agrees, that, without the need for any further action on the part of MBIA or the Trustee, to the extent MBIA makes payments, directly or indirectly, on account of principal of or interest on any Class A-9 or Class A-10 Certificates, MBIA will be fully subrogated to the rights of the Holders of such Class A-9 and Class A-10 Certificates to receive such principal and interest from the Trust Fund. The Holders of the Class A-9 and Class A-10 Certificates, by acceptance of the Class A-9 and Class A-10 Certificates, assign their rights as Holders of the Class A-9 and Class A-10 Certificates to the extent of MBIA's interest with respect to amounts paid under the Class A-9 and Class A-10 Policies. 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 A-9 or Class A-10 Certificates which is made with funds received pursuant to the terms of the Class A-9 or Class A-10 Policy, respectively, shall not be considered payment of the Class A-9 or Class A-10 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-9 or Class A-10 Certificates within the meaning of Article IV. (g) Upon its becoming aware of the occurrence of an Event of Default, the Trustee shall promptly notify MBIA of such Event of Default. (h) The Trustee shall promptly notify MBIA 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-9 or Class A-10 Certificates as to which it has actual knowledge. Each Holder of a Class A-9 or Class A-10 Certificate, by its purchase of Class A-9 or Class A-10 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 of a Class A-9 or Class A-10 Certificate, as applicable, 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. (i) 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 to the attention of Secondary Marketing. (j) The Trustee shall surrender the Class A-9 Policy to MBIA for cancellation upon the reduction of the Class Certificate Balance of the Class A-9 Certificates to zero. The Trustee shall surrender the Class A-10 Policy to MBIA for cancellation upon the reduction of the Class Certificate Balance of the Class A-10 Certificates to zero. (k) The Trustee shall send to MBIA the reports prepared pursuant to Sections 3.16 and 3.17 and the statements prepared pursuant to Section 4.06, as well as any other statements or communications sent to Holders of the Class A-9 and Class A-10 Certificates, in each case at the same time such reports, statements and communications are otherwise sent. (l) For so long as there is no continuing default by MBIA under its obligations under the Class A-9 or Class A-10 Policy (an "MBIA Default"), each Holder of a Class A-9 or Class A-10 Certificate, as applicable, agrees that MBIA shall be treated by the Depositor, the Master Servicer and the Trustee as if MBIA were the Holder of all of the Class A-9 or Class A-10 Certificates, as applicable, 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 respective Class A-9 and Class A-10 Certificates hereunder.

Policy Matters. (a) If, on the third second Business Day before any Distribution Date, the Trustee determines that the Available Funds for such Distribution Date distributable to the Holders of the Class A-4 Certificates pursuant to Section 4.02 together with any amounts that may be distributable to the Holders of the Class A-4 Certificates from the Class A-4 Reserve Fund pursuant to Section 4.02(f) will be insufficient to pay the Required Distributions a Deficiency Amount exists on such Distribution Date, the Trustee shall determine the amount of any such deficiency and shall give notice to MBIA and the Fiscal Agent (as defined in the Class A-4 A-2B Policy), if any, by telephone or telecopy of the amount of such deficiencyDeficiency Amount, confirmed in writing by notice substantially in the form of Exhibit A to the Class A-4 A-2B Policy by 12:00 noon, New York City time on such third second Business Day. The Trustee's responsibility for delivering the notice to MBIA as provided in the preceding sentence is limited to the availabilitycontingent upon its receipt of available, timeliness timely and accuracy of the accurate information provided by from the Master Servicer. (b) In the event the Trustee receives a certified copy of an order of the appropriate court that regarding any scheduled payment of principal or interest on a Preference Amount (as defined in the Class A-4 Certificate has been voided in whole or in part as a preference payment under applicable bankruptcy lawA-2B Policy), the Trustee shall (i) promptly notify MBIA and the Fiscal Agent, if any, and (ii) comply with the provisions of the Class A-4 A-2B Policy to obtain payment by MBIA of such voided scheduled paymentPreference Amount. In addition, the Trustee shall mail notice to all Holders of the Class A-4 A-2B Certificates so affected that, in the event that any such Holder's scheduled payment is so recovereda Preference Amount, such Holder will be entitled to payment pursuant to the terms of the Class A-4 Policy A-2B Policy, a copy of which shall be made available to such Holders by the Trustee. The Trustee shall furnish to MBIA and the Fiscal Agent, if any, its records listing the payments on the affected Class A-4 A-2B 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. (c) At the time of the execution hereof, and for the purposes hereof, the Trustee shall establish a separate special purpose trust account in the name of the Trustee for the benefit of Holders of the Class A-4 A-2B Certificates (the "Class A-4 A-2B Policy Payments Account") over which the Trustee shall have exclusive control and sole right of withdrawal. The Class A-4 A-2B Policy Payments Account shall be anan Eligible Account. The Trustee shall deposit any amount paid under the Class A-2B Policy into the Class A-2B Policy Payments Account and distribute such amount only for the purposes of making the payments to Holders of the Class A-2B Certificates in respect of the Insured Payment for which the related claim was made under the Class A-2B Policy. Such amounts shall be allocated by the Trustee to Holders of Class A-2B Certificates affected by such shortfalls in the same manner as interest and principal payments are to be allocated with respect to such Certificates pursuant to Section 4.01. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to make regular payments hereunder with funds withdrawn from the Distribution Account. However, any payments made on the Class A-2B Certificates from funds in the Class A-2B Policy Payments Account shall be noted as provided in subsection (e) below. Funds held in the Class A-2B Policy Payments Account shall not be invested by the Trustee. (d) Any funds received from MBIA for deposit into the Class A-2B Policy Payments Account pursuant to the Class A-2B Policy in respect of a Distribution Date or otherwise as a result of any claim under the Class A-2B Policy shall be applied by the Trustee directly to the payment in full (i) of the Deficiency Amount due on such Distribution Date on the Class A-2B Certificates, or (ii) of other amounts payable under the Class A-2B Policy. Funds received by the Trustee as a result of any claim under the Class A-2B Policy shall be used solely for payment to the Holders of the Class A-2B Certificates and may not be applied for any other purpose, including, without limitation, satisfaction of any costs, expenses or liabilities of the Trustee, the Depositor, the Seller, any Servicer, the Securities Administrator, the Master Servicer or the Trust Fund. Any funds remaining in the Class A-2B Policy Payments Account on the first Business Day after each Distribution Date shall be remitted promptly to MBIA pursuant to the written instruction of MBIA. (e) The Trustee shall keep complete and accurate records in respect of (i) all funds remitted to it by MBIA and deposited into the Class A-2B Policy Payments Account and (ii) the allocation of such funds to (A) payments of interest on and principal in respect of any Class A-2B Certificates and (B) the amount of funds available to make distributions on the Class A-2B Certificates pursuant to Section 4.01. MBIA shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days' prior notice to the Trustee. (f) The Trustee acknowledges, and each Holder of a Class A-2B Certificate by its acceptance of the Class A-2B Certificate agrees, that, without the need for any further action on the part of MBIA or the Trustee to the extent MBIA makes payments, directly or indirectly, on account of principal of or interest on any Class A-2B Certificates, MBIA will bx xxxxx xxxxxxxxxx xx xhe rights of the Holders of such Class A-2B Certificates to receive such principal and interest from the Trust Fund. The Holders of the Class A-2B Certificates, by acceptance of the Class A-2B Certificates, assign their rights as Holders of the Class A-2B Certificates to the extent of MBIA's interest with respect to amounts paid under the Class A-2B 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-2B Certificates which is made with funds received pursuant to the terms of the Class A-2B Policy, shall not be considered payment of the Class A-2B Certificates from the Trust Fund and shall not result in the distribution or the provision for the distribution in reduction of the Certificate Principal Balance of the Class A-2B Certificates as described in this Article IV. The Trustee, the Securities Administrator and the Master Servicer shall cooperate in all respects with any reasonable request by MBIA for action to preserve or enforce MBIA's rights or interests under this Agreement without limiting the rights or affecting the interests of the Holders as otherwise set forth herein. (g) Upon its becoming aware of the occurrence of a Master Servicer Event of Default, the Trustee shall promptly notify MBIA of such Master Servicer Event of Default. (h) The Trustee shall promptly notify MBIA of either of the following as to which a Responsible Officer 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 proceeding seeking the avoidance as a preferential transfer (a "Preference Claim") of any distribution made with respect to the Class A-2B Certificates as to which it has actual knowledge. Each Holder of a Class A-2B Certificate, by its purchase of Class A-2B 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 of a Class A-2B 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. (i) 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 to the attention of Client Manager for ACE Securities Corp. Home Equity Loan Trust, Series 2002-HE2, Asset Backed Pass-Through Certificates (410-884-2000). (j) The Trustee shall promptly surrender the Class A-2B Policy to MBIA for cancellation upon the reduction of the Certificate Principal Balance of the Class A-2B Certificates to zero. (k) The Trustee shall send to MBIA the certificates and statements prepared pursuant to Sections 3.16 and 3.17 and the statements prepared pursuant to Section 4.02, as well as any other statements or communications sent to Holders of the Class A-2B Certificates, in each case at the same time such reports, statements and communications are otherwise sent. (l) For so long as there is not continuing default by MBIA under its obligations under the Class A-2B Policy (an "MBIA Default"), each Holder of a Class A-2B Certificate agrees that MBIA shall be treated by the Depositor, the Master Servicer, the Securities Administrator and the Trustee as if MBIA were the Holder of all Class A-2B 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 the Holders of the Class A-2B Certificates hereunder without any further consent of the Holders of the Class A-2B Certificates and such holders shall not exercise such rights without the prior written consent of MBIA.

Policy Matters. (a) If, on the third Business Day before any Distribution Date, the Trustee determines that the Available Funds for such Distribution Date distributable to the Holders of the Class A-4 Certificates pursuant to Section 4.02 together with any amounts that may be distributable to the Holders of the Class A-4 Certificates from the Class A-4 Reserve Fund pursuant to Section 4.02(f) will be insufficient to pay the related Required Distributions on such Distribution Date, the Trustee shall determine the amount of any such deficiency and shall give notice to MBIA and the Fiscal Agent (as defined in the Class A-4 Policy), if anyAmbac, by telephone or telecopy of the amount of such deficiency, confirmed in writing by notice substantially in the form of Exhibit A to the Class A-4 Policy Policy, by 12:00 noon, New York City time on such third Business Day. The Trustee's responsibility for delivering the notice to MBIA Ambac as provided in the preceding sentence is limited to the availability, timeliness and accuracy of the information provided by the Master Servicer. (b) 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 Certificate has been voided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall (i) promptly notify MBIA and the Fiscal Agent, if anyAmbac, and (ii) comply with the provisions of the Class A-4 Policy Policy, to obtain payment by MBIA Ambac of such voided scheduled payment. In addition, the Trustee shall mail notice to all Holders of the 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 Class A-4 Policy Policy, a copy of which shall be made available to such Holders by the Trustee. The Trustee shall furnish to MBIA Ambac and the Fiscal Agent, if any, its records listing the payments on the affected 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. (c) At the time of the execution hereof, and for the purposes hereof, the Trustee shall establish a separate special purpose trust account an Eligible Account in the name of the Trustee for the benefit of Holders of the Class A-4 Certificates (the "Class A-4 Policy Payments Account") over which the Trustee shall have exclusive control and sole right of withdrawal. The Class A-4 Policy Payments Account shall be anan Eligible Account. The Trustee shall deposit any amount paid under the Class A-4 Policy into the Class A-4 Policy Payments Account and distribute such amount only for the purposes of making the payments to Holders of the Class A-4 Certificates, in respect of the related Required Distribution for which the related claim was made under the Class A-4 Policy. Such amounts shall be allocated by the Trustee to Holders of Class A-4 Certificates, affected by such shortfalls in the same manner as principal and interest payments are to be allocated with respect to such Certificates pursuant to Section 4.02. It shall not be necessary for such payments to be made by checks or wire transfers separated from the checks or wire transfers used to make regular payments hereunder with funds withdrawn from the Distribution Account. However, any payments made on the Class A-4 Certificates from funds in the Class A-4 Policy Payments Account shall be noted as provided in subsection (e) below. Funds held in the Class A-4 Policy Payments Account shall not be invested by the Trustee. (d) Any funds received from Ambac for deposit into the Class A-4 Policy Payments Account pursuant to the Class A-4 Policy in respect of a Distribution Date or otherwise as a result of any claim under the Class A-4 Policy shall be applied by the Trustee directly to the payment in full (i) of the related Required Distribution due on such Distribution Date on the Class A-4 Certificates, or (ii) of other amounts payable under the Class A-4 Policy. Funds received by the Trustee as a result of any claim under the Class A-4 Policy shall be used solely for payment to the Holders of the 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, the Master Servicer or the Trust Fund. Any funds remaining in the Class A-4 Policy Payments Account on the first Business Day after each Distribution Date shall be remitted promptly to Ambac in accordance with the instructions set forth in Section 5.01. (e) The Trustee shall keep complete and accurate records in respect of (i) all funds remitted to it by Ambac and deposited into the Class A-4 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 Certificates, (B) Realized Losses allocated to the Class A-4 Certificates and (C) the amount of funds available to make distributions on the Class A-4 Certificates pursuant to Sections 4.02(a). Ambac shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days' prior written notice to the Trustee. (f) The Trustee acknowledges, and each Holder of a Class A-4 Certificate by its acceptance of the Class A-4 Certificate agrees, that, without the need for any further action on the part of Ambac or the Trustee, to the extent Ambac makes payments, directly or indirectly, on account of principal of or interest on any Class A-4 Certificates, Ambac will be fully subrogated to the rights of the Holders of such Class A-4 Certificates to receive such principal and interest from the Trust Fund. The Holders of the Class A-4 Certificates, by acceptance of the Class A-4 Certificates, assign their rights as Holders of the Class A-4 Certificates to the extent of Ambac's interest with respect to amounts paid under the Class A-4 Policies. Anything herein to the contrary notwithstanding, solely for purposes of determining Ambac's rights, as applicable, as subrogee for payments distributable pursuant to Section 4.02, any payment with respect to distributions to the Class A-4 Certificates which is made with funds received pursuant to the terms of the Class A-4 Policy shall not be considered payment of the 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 Certificate Balance of the Class A-4 Certificates within the meaning of Article IV. (g) Upon a Responsible Officer of the Trustee becoming aware of the occurrence of an Event of Default, the Trustee shall promptly notify Ambac of such Event of Default. (h) The Trustee shall promptly notify Ambac 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 Certificates as to which it has actual knowledge. Each Holder of a Class A-4 Certificate, by its purchase of Class A-4 Certificates, and the Trustee hereby agrees that Ambac (so long as no Ambac 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, Ambac shall be subrogated to the rights of the Trustee and each Holder of a 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. (i) The Master Servicer shall designate an Ambac contact person who shall be available to Ambac to provide reasonable access to information regarding the Mortgage Loans. The initial Ambac contact person is to the attention of Secondary Marketing. (j) The Trustee shall surrender the Class A-4 Policy to Ambac for cancellation upon the reduction of the Class Certificate Balance of the Class A-4 Certificates to zero. (k) The Trustee shall send to Ambac the reports prepared pursuant to Sections 3.17 and 3.18 and the statements prepared pursuant to Section 4.06, as well as any other statements or communications sent to Holders of the Class A-4 Certificates, in each case at the same time such reports, statements and communications are otherwise sent. (l) For so long as there is no continuing default by Ambac under its obligations under the Class A-4 Policy (an "Ambac Default"), each Holder of a Class A-4 Certificate agrees that Ambac shall be treated by the Depositor, the Master Servicer and the Trustee as if Ambac were the Holder of all of the 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-4 Certificates hereunder.

Policy Matters. (a) If, on the third Business Day before any Distribution Date, the Trustee determines that the Available Funds for such Distribution Date distributable to the Holders of the Class A-4 Certificates pursuant to Section 4.02 together with any amounts that may be distributable to the Holders of the Class A-4 Certificates from the Class A-4 Reserve Fund pursuant to Section 4.02(f) will be insufficient to pay the Required Distributions a Deficiency Amount exists on such Distribution Date, the Trustee shall determine the amount of any such deficiency and shall give notice to MBIA the Certificate Insurer and the Fiscal Agent (as defined in the Class A-4 III-A Policy), if any, by telephone or telecopy of the amount of such deficiencyDeficiency Amount, confirmed in writing by notice substantially in the form of Exhibit A to the Class A-4 III-A Policy by 12:00 noon, New York City time on such third Business Day. The Trustee's responsibility for delivering the notice to MBIA the Certificate Insurer as provided in the preceding sentence is limited to the availabilitycontingent upon its receipt of available, timeliness timely and accuracy of the accurate information provided by from the Master Servicer. (b) In the event the Trustee receives a certified copy of an order of the appropriate court that regarding any scheduled payment of principal or interest on a Avoided Payment (as defined in the Class A-4 Certificate has been voided in whole or in part as a preference payment under applicable bankruptcy lawIII-A Policy), the Trustee shall (i) promptly notify MBIA the Certificate Insurer and the Fiscal Agent, if any, and (ii) comply with the provisions of the Class A-4 III-A Policy to obtain payment by MBIA the Certificate Insurer of such voided scheduled paymentAvoided Payment. In addition, the Trustee shall mail notice to all Holders of the Class A-4 III-A Certificates so affected that, in the event that any such Holder's scheduled payment is so recoveredan Avoided Payment, such Holder will be entitled to payment pursuant to the terms of the Class A-4 Policy III-A Policy, a copy of which shall be made available to such Holders by the Trustee. The Trustee shall furnish to MBIA the Certificate Insurer and the Fiscal Agent, if any, its records listing the payments on the affected Class A-4 III-A 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. (c) At the time of the execution hereof, and for the purposes hereof, the Trustee shall establish a separate special purpose trust account in the name of the Trustee for the benefit of Holders of the Class A-4 III-A Certificates (the "Class A-4 III-A Policy Payments Account") over which the Trustee shall have exclusive control and sole right of withdrawal. The Class A-4 III-A Policy Payments Account shall be anan Eligible Account. The Trustee shall deposit any amount paid under the Class III-A Policy into the Class III-A Policy Payments Account and distribute such amount only for the purposes of making the payments to Holders of the Class III-A Certificates in respect of the Insured Payment for which the related claim was made under the Class III-A Policy. Such amounts shall be allocated by the Trustee to Holders of Class III-A Certificates affected by such shortfalls in the same manner as interest and principal payments are to be allocated with respect to such Certificates pursuant to Section 5.04. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to make regular payments hereunder with funds withdrawn from the Distribution Account. However, any payments made on the Class III-A Certificates from funds in the Class III-A Policy Payments Account shall be noted as provided in subsection (e) below. Funds held in the Class III-A Policy Payments Account shall not be invested by the Trustee. (d) Any funds received from the Certificate Insurer for deposit into the Class III-A Policy Payments Account pursuant to the Class III-A Policy in respect of a Distribution Date or otherwise as a result of any claim under the Class III-A Policy shall be applied by the Trustee directly to the payment in full (i) of the Deficiency Amount due on such Distribution Date on the Class III-A Certificates, or (ii) of other amounts payable under the Class III-A Policy. Funds received by the Trustee as a result of any claim under the Class III-A Policy shall be used solely for payment to the Holders of the Class III-A Certificates and may not be applied for any other purpose, including, without limitation, satisfaction of any costs, expenses or liabilities of the Trustee, the Depositor, the Seller, any subservicer, the Master Servicer or the Trust Fund. Any funds remaining in the Class III- A Policy Payments 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. (e) 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 Class III-A Policy Payments Account and (ii) the allocation of such funds to (A) payments of interest on and principal in respect of any Class III-A Certificates and (B) the amount of funds available to make distributions on the Class III- A Certificates pursuant to Section 5.04. 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. (f) The Trustee acknowledges, and each Holder of a Class III-A Certificate by its acceptance of the Class III-A 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 III-A Certificates, the Certificate Insurer will be fully subrogated to the rights of the Holders of such Class III-A Certificates to receive such principal and interest from the Trust Fund. The Holders of the Class III-A Certificates, by acceptance of the Class III-A Certificates, assign their rights as Holders of the Class III-A Certificates to the extent of the Certificate Insurer's interest with respect to amounts paid under the Class III-A 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 5.04, any payment with respect to distributions to the Class III-A Certificates which is made with funds received pursuant to the terms of the Class III-A Policy, shall not be considered payment of the Class III-A Certificates from the Trust Fund and shall not result in the distribution or the provision for the distribution in reduction of the Certificate Principal Balance of the Class III-A Certificates as described in this Article V. The Trustee and the Master Servicer shall cooperate in all respects with any reasonable request by the Certificate Insurer for action to preserve or enforce the Certificate Insurer's rights or interests under this Agreement or the Insurance Agreement without limiting the rights or affecting the interests of the Holders as otherwise set forth herein. (g) Upon its becoming aware of the occurrence of an Event of Default, the Trustee shall promptly notify the Certificate Insurer of such Event of Default. (h) The Trustee shall promptly notify the Certificate Insurer of either of the following as to which a Responsible Officer 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 proceeding seeking the avoidance as a preferential transfer (a "Preference Claim") of any distribution made with respect to the Class III-A Certificates as to which it has actual knowledge. Each Holder of a Class III-A Certificate, by its purchase of Class III-A 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, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Certificate Insurer shall be subrogated to the rights of the Trustee and each Holder of a Class III-A 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. (i) The Master Servicer shall designate a Certificate Insurer Contact Person who shall be available to the Certificate Insurer to provide reasonable access to information regarding the Mortgage Loans. The initial Certificate Insurer Contact Person is to the attention of EMC Mortgage Corporation, 909 Hidden Ridge Drxxx, Xxxxxx, Xxxxx 00000, Xxxxxxxxx: Xxxxxxa Fellers, texxxxxxx: 000-004-3329. (x) Xxx Trustee shall promptly surrender the Class III-A Policy to the Certificate Insurer for cancellation upon the reduction of the Certificate Principal Balance of the Class III-A Certificates to zero. (k) The Trustee shall send to the Certificate Insurer the statements prepared pursuant to Section 5.05, as well as any other statements or communications sent to Holders of the Class III-A Certificates, in each case at the same time such reports, statements and communications are otherwise sent. (l) For so long as there is not continuing default by the Certificate Insurer under its obligations under the Class III-A Policy (a "Certificate Insurer Default"), each Holder of a Class III- A Certificate agrees that the Certificate Insurer shall be treated by the Depositor, the Master Servicer and the Trustee as if the Certificate Insurer were the Holder of all Class III-A 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 the Holders of the Class III-A Certificates hereunder without any further consent of the Holders of the Class III-A Certificates and such holders shall not exercise such rights without the prior written consent of the Certificate Insurer.

Policy Matters. (a) If, on the third Business Day before any Distribution Date, the Trustee determines that the Available Funds for such Distribution Date distributable to the Holders of the Class A-4 Certificates pursuant to Section 4.02 together with any amounts that may be distributable to the Holders of the Class A-4 Certificates from the Class A-4 Reserve Fund pursuant to Section 4.02(f) will be insufficient to pay the Required Distributions a Deficiency Amount exists on such Distribution Date, the Trustee shall determine the amount of any such deficiency and shall give notice to MBIA and the Fiscal Agent (as defined in the Class A-4 A-7 Policy), if any, by telephone or telecopy of the amount of such deficiencyDeficiency Amount, confirmed in writing by notice substantially in the form of Exhibit A to the Class A-4 A-7 Policy by 12:00 noon, New York City time on such third Business Day. The Trustee's responsibility for delivering the notice to MBIA as provided in the preceding sentence is limited to contingent upon its receipt of available, timely and accurate information from the availability, timeliness and accuracy of the information provided by the Master Servicer. (b) 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 A-7 Certificate has been voided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall (i) promptly notify MBIA and the Fiscal Agent, if any, and (ii) comply with the provisions of the Class A-4 A-7 Policy to obtain payment by MBIA of such voided scheduled payment. In addition, the Trustee shall mail notice to all Holders of the Class A-4 A-7 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 A-7 Policy, a copy of which shall be made available to such Holders by the Trustee. The Trustee shall furnish to MBIA and the Fiscal Agent, if any, its records listing the payments on the affected Class A-4 A-7 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. (c) At the time of the execution hereof, and for the purposes hereof, the Trustee shall establish a separate special purpose trust account in the name of the Trustee for the benefit of Holders of the Class A-4 A-7 Certificates (the "Class A-4 A-7 Policy Payments Account") over which the Trustee shall have exclusive control and sole right of withdrawal. The Class A-4 A-7 Policy Payments Account shall be anan Eligible Account. The Trustee shall deposit any amount paid under the Class A-7 Policy into the Class A-7 Policy Payments Account and distribute such amount only for the purposes of making the payments to Holders of the Class A-7 Certificates in respect of the Insured Payment for which the related claim was made under the Class A-7 Policy. Such amounts shall be allocated by the Trustee to Holders of Class A-7 Certificates affected by such shortfalls in the same manner as principal and interest payments are to be allocated with respect to such Certificates pursuant to Section 4.1. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to make regular payments hereunder with funds withdrawn from the Certificate Account. However, any payments made on the Class A-7 Certificates from funds in the Class A-7 Policy Payments Account shall be noted as provided in subsection (e) below. Funds held in the Class A-7 Policy Payments Account shall not be invested by the Trustee. (d) Any funds received from MBIA for deposit into the Class A-7 Policy Payments Account pursuant to the Class A-7 Policy in respect of a Distribution Date or otherwise as a result of any claim under the Class A-7 Policy shall be applied by the Trustee directly to the payment in full (i) of the Deficiency Amount due on such Distribution Date on the Class A-7 Certificates, or (ii) of other amounts payable under the Class A-7 Policy. Funds received by the Trustee as a result of any claim under the Class A-7 Policy shall be used solely for payment to the Holders of the Class A-7 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 Fund. Any funds remaining in the Class A-7 Policy Payments Account on the first Business Day after each Distribution Date shall be remitted promptly to MBIA pursuant to the written instruction of MBIA. (e) The Trustee shall keep complete and accurate records in respect of (i) all funds remitted to it by MBIA and deposited into the Class A-7 Policy Payments Account and (ii) the allocation of such funds to (A) payments of interest on and principal in respect of any Class A-7 Certificates, (B) Realized Losses allocated to the Class A-7 Certificates, (C) the Net Interest Shortfalls allocated to the Class A-7 Certificates and (D) the amount of funds available to make distributions on the Class A-7 Certificates pursuant to Sections 4.1(b) and (f) including all amounts in the Reserve Fund. MBIA shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days' prior notice to the Trustee. (f) The Trustee acknowledges, and each Holder of a Class A-7 Certificate by its acceptance of the Class A-7 Certificate agrees, that, without the need for any further action on the part of MBIA or the Trustee to the extent MBIA makes payments, directly or indirectly, on account of principal of or interest on any Class A-7 Certificates, MBIA will be fully subrogated to the rights of the Holders of such Class A-7 Certificates to receive such principal and interest from the Trust Fund. The Holders of the Class A-7 Certificates, by acceptance of the Class A-7 Certificates, assign their rights as Holders of the Class A-7 Certificates to the extent of MBIA's interest with respect to amounts paid under the Class A-7 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 4.1, any payment with respect to distributions to the Class A-7 Certificates which is made with funds received pursuant to the terms of the Class A-7 Policy, shall not be considered payment of the Class A-7 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-7 Certificates within the meaning of Article IV. The Trustee and the Servicer shall cooperate in all respects with any reasonable request by MBIA for action to preserve or enforce MBIA's rights or interests under this Agreement without limiting the rights or affecting the interests of the Holders as otherwise set forth herein. (g) Upon its becoming aware of the occurrence of an Event of Default, the Trustee shall promptly notify MBIA of such Event of Default. (h) The Trustee shall promptly notify MBIA of either of the following as to which a Responsible Officer 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-7 Certificate, by its purchase of Class A-7 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 of a Class A-7 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. (i) The Servicer shall designate an MBIA Contact Person who shall be available to MBIA to provide reasonable access to information regarding the Loans. The initial MBIA Contact Person is to the attention of Secondary Marketing. (j) The Trustee shall promptly surrender the Class A-7 Policy to MBIA for cancellation upon the reduction of the Class Principal Balance of the Class A-7 Certificates to zero. (k) The Trustee shall send to MBIA the certificates and statements prepared pursuant to Sections 3.11 and 3.12 and the statements prepared pursuant to Section 4.2, as well as any other statements or communications sent to Holders of the Class A-7 Certificates, in each case at the same time such reports, statements and communications are otherwise sent. (l) For so long as there is not continuing default by MBIA under its obligations under the Class A-7 Policy (an "MBIA Default"), each Holder of a Class A-7 Certificate agrees that MBIA shall be treated by the Depositor, the Servicer and the Trustee as if MBIA were the Holder of all Class A-7 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 the Holders of the Class A-7 Certificates hereunder without any further consent of the Holders of the Class A-7 Certificates.

Policy Matters. (a) If, on the third Business Day before any Distribution Date, the Trustee determines that the Available Funds for such Distribution Date distributable to the Holders of the Class A-4 A-8 Certificates pursuant to Section 4.02 together with any amounts that may be distributable to the Holders of the Class A-4 A-8 Certificates from the Class A-4 A-8 Reserve Fund pursuant to Section 4.02(f) will be insufficient to pay the Required Distributions on such Distribution Date, the Trustee shall determine the amount of any such deficiency and shall give notice to MBIA and the Fiscal Agent (as defined in the Class A-4 A-8 Policy), if any, by telephone or telecopy of the amount of such deficiency, confirmed in writing by notice substantially in the form of Exhibit A to the Class A-4 A-8 Policy by 12:00 noon, New York City time on such third Business Day. The Trustee's responsibility for delivering the notice to MBIA as provided in the preceding sentence is limited to the availability, timeliness and accuracy of the information provided by the Master Servicer. (b) 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 A-8 Certificate has been voided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall (i) promptly notify MBIA and the Fiscal Agent, if any, and (ii) comply with the provisions of the Class A-4 A-8 Policy to obtain payment by MBIA of such voided scheduled payment. In addition, the Trustee shall mail notice to all Holders of the Class A-4 A-8 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 A-8 Policy a copy of which shall be made available to such Holders by the Trustee. The Trustee shall furnish to MBIA and the Fiscal Agent, if any, its records listing the payments on the affected Class A-4 A-8 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. (c) At the time of the execution hereof, and for the purposes hereof, the Trustee shall establish a separate special purpose trust account in the name of the Trustee for the benefit of Holders of the Class A-4 A-8 Certificates (the "Class A-4 A-8 Policy Payments Account") over which the Trustee shall have exclusive control and sole right of withdrawal. The Class A-4 A-8 Policy Payments Account shall be anan Eligible Account. The Trustee shall deposit any amount paid under the Class A-8 Policy into the Class A-8 Policy Payments Account and distribute such amount only for the purposes of making the payments to Holders of the Class A-8 Certificates in respect of the Required Distribution for which the related claim was made under the Class A-8 Policy. Such amounts shall be allocated by the Trustee to Holders of Class A-8 Certificates affected by such shortfalls in the same manner as principal and interest payments are to be allocated with respect to such Certificates pursuant to Section 4.02. It shall not be necessary for such payments to be made by checks or wire transfers separated from the checks or wire transfers used to make regular payments hereunder with funds withdrawn from the Distribution Account. However, any payments made on the Class A-8 Certificates from funds in the Class A-8 Policy Payments Account shall be noted as provided in subsection (e) below. Funds held in the Class A-8 Policy Payments Account shall not be invested by the Trustee. (d) Any funds received from MBIA for deposit into the Class A-8 Policy Payments Account pursuant to the Class A-8 Policy in respect of a Distribution Date or otherwise as a result of any claim under the Class A-8 Policy shall be applied by the Trustee directly to the payment in full (i) of the Required Distribution due on such Distribution Date on the Class A-8 Certificates, or (ii) of other amounts payable under the Class A-8 Policy. Funds received by the Trustee as a result of any claim under the Class A-8 Policy shall be used solely for payment to the Holders of the Class A-8 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 Class A-8 Policy Payments Account on the first Business Day after each Distribution Date shall be remitted promptly to MBIA in accordance with the instructions set forth in Section 5.01. (e) The Trustee shall keep complete and accurate records in respect of (i) all funds remitted to it by MBIA and deposited into the Class A-8 Policy Payments Account and (ii) the allocation of such funds to (A) payments of interest on and principal in respect of any Class A-8 Certificates, (B) Realized Losses allocated to the Class A-8 Certificates (C) the Class A-8 Net Interest Shortfalls and (D) the amount of funds available to make distributions on the Class A-8 Certificates pursuant to Sections 4.02(a) and (f) including all amounts in the Class A-8 Reserve Fund. MBIA shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days' prior notice to the Trustee. (f) The Trustee acknowledges, and each Holder of a Class A-8 Certificate by its acceptance of the Class A-8 Certificate agrees, that, without the need for any further action on the part of MBIA or the Trustee, to the extent MBIA makes payments, directly or indirectly, on account of principal of or interest on any Class A-8 Certificates, MBIA will be fully subrogated to the rights of the Holders of such Class A-8 Certificates to receive such principal and interest from the Trust Fund. The Holders of the Class A-8 Certificates, by acceptance of the Class A-8 Certificates, assign their rights as Holders of the Class A-8 Certificates to the extent of MBIA's interest with respect to amounts paid under the Class A-8 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 A-8 Certificates which is made with funds received pursuant to the terms of the Class A-8 Policy, shall not be considered payment of the Class A-8 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-8 Certificates within the meaning of Article IV. (g) Upon its becoming aware of the occurrence of an Event of Default, the Trustee shall promptly notify MBIA of such Event of Default. (h) The Trustee shall promptly notify MBIA 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-8 Certificates as to which it has actual knowledge. Each Holder of a Class A-8 Certificate, by its purchase of Class A-8 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 of a Class A-8 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. (i) 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 to the attention of Secondary Marketing. (j) The Trustee shall surrender the Class A-8 Policy to MBIA for cancellation upon the reduction of the Class Certificate Balance of the Class A-8 Certificates to zero. (k) The Trustee shall send to MBIA the reports prepared pursuant to Sections 3.16 and 3.17 and the statements prepared pursuant to Section 4.06, as well as any other statements or communications sent to Holders of the Class A-8 Certificates, in each case at the same time such reports, statements and communications are otherwise sent. (l) For so long as there is no continuing default by MBIA under its obligations under the Class A-8 Policy (an "MBIA Default"), each Holder of a Class A-8 Certificate agrees that MBIA shall be treated by the Depositor, the Master Servicer and the Trustee as if MBIA were the Holder of all of the Class A-8 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-8 Certificates hereunder. (m) With respect to this Section 4.05, (i) the terms "Receipt" and "Received" shall mean actual delivery to MBIA and MBIA's Fiscal Agent, if any, if any, prior to 12:00 noon, New York City time, on a Business Day; delivery either on a day that is not a Business Day or after 12:00 noon, New York City time, shall be deemed to be Receipt on the next succeeding Business Day. If any notice or certificate given under the Class A-8 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. MBIA or its Fiscal Agent, if any, shall promptly so advise the Trustee and the Trustee may submit an amended notice and (ii) "Business Day" means any day other than (A) a Saturday or Sunday or (B) a day on which MBIA 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.

Policy Matters. (a) If, on the third second Business Day before any Distribution Date, the Trustee Securities Administrator determines that the Available Funds for such Distribution Date distributable to the Holders of the Class A-4 Certificates pursuant to Section 4.02 together with any amounts that may be distributable to the Holders of the Class A-4 Certificates from the Class A-4 Reserve Fund pursuant to Section 4.02(f) will be insufficient to pay the Required Distributions a Deficiency Amount exists on such Distribution Date, the Trustee shall determine the amount of any such deficiency and Securities Administrator shall give notice to MBIA and the Fiscal Agent (as defined in the Class A-4 A-2B Policy), if any, by telephone or telecopy of the amount of such deficiencyDeficiency Amount, confirmed in writing by notice substantially in the form of Exhibit A to the Class A-4 A-2B Policy by 12:00 noon, New York City time on such third second Business Day. The Trustee's responsibility for delivering the notice to MBIA as provided in the preceding sentence is limited to the availability, timeliness and accuracy of the information provided by the Master Servicer. (b) In the event the Trustee Securities Administrator receives a certified copy of an order of the appropriate court that regarding any scheduled payment of principal or interest on a Preference Amount (as defined in the Class A-4 Certificate has been voided in whole or in part as a preference payment under applicable bankruptcy lawA-2B Policy), the Trustee Securities Administrator shall (i) promptly notify MBIA and the Fiscal Agent, if any, and (ii) comply with the provisions of the Class A-4 A-2B Policy to obtain payment by MBIA of such voided scheduled paymentPreference Amount. In addition, the Trustee Securities Administrator shall mail notice to all Holders of the Class A-4 A-2B Certificates so affected that, in the event that any such Holder's scheduled payment is so recovereda Preference Amount, such Holder will be entitled to payment pursuant to the terms of the Class A-4 Policy A-2B Policy, a copy of which shall be made available to such Holders by the TrusteeSecurities Administrator. The Trustee Securities Administrator shall furnish to MBIA and the Fiscal Agent, if any, its records listing the payments on the affected Class A-4 A-2B Certificates, if any, that have been made by the Trustee Securities Administrator and subsequently recovered from the affected Holders, and the dates on which such payments were made by the TrusteeSecurities Administrator. (c) At the time of the execution hereof, and for the purposes hereof, the Trustee Securities Administrator shall establish a separate special purpose trust account in the name of the Trustee Securities Administrator for the benefit of Holders of the Class A-4 A-2B Certificates (the "Class A-4 A-2B Policy Payments Account") over which the Trustee Securities Administrator shall have exclusive control and sole right of withdrawal. The Class A-4 A-2B Policy Payments Account shall be anan Eligible Account. The Securities Administrator shall deposit any amount paid under the Class A-2B Policy into the Class A-2B Policy Payments Account and distribute such amount only for the purposes of making the payments to Holders of the Class A-2B Certificates in respect of the Insured Payment for which the related claim was made under the Class A-2B Policy. Such amounts shall be allocated by the Securities Administrator to Holders of Class A-2B Certificates affected by such shortfalls in the same manner as interest and principal payments are to be allocated with respect to such Certificates pursuant to Section 5.01. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to make regular payments hereunder with funds withdrawn from the Distribution Account. However, any payments made on the Class A-2B Certificates from funds in the Class A-2B Policy Payments Account shall be noted as provided in subsection (e) below. Funds held in the Class A-2B Policy Payments Account shall not be invested by the Securities Administrator. (d) Any funds received from MBIA for deposit into the Class A-2B Policy Payments Account pursuant to the Class A-2B Policy in respect of a Distribution Date or otherwise as a result of any claim under the Class A-2B Policy shall be applied by the Securities Administrator directly to the payment in full (i) of the Deficiency Amount due on such Distribution Date on the Class A-2B Certificates, or (ii) of other amounts payable under the Class A-2B Policy. Funds received by the Securities Administrator as a result of any claim under the Class A-2B Policy shall be used solely for payment to the Holders of the Class A-2B Certificates and may not be applied for any other purpose, including, without limitation, satisfaction of any costs, expenses or liabilities of the Trustee, the Securities Administrator, the Depositor, the Seller, any Servicer, the Master Servicer or the Trust Fund. Any funds remaining in the Class A-2B Policy Payments Account on the first Business Day after each Distribution Date shall be remitted promptly to MBIA pursuant to the written instruction of MBIA. (e) The Securities Administrator shall keep complete and accurate records in respect of (i) all funds remitted to it by MBIA and deposited into the Class A-2B Policy Payments Account and (ii) the allocation of such funds to (A) payments of interest on and principal in respect of any Class A-2B Certificates and (B) the amount of funds available to make distributions on the Class A-2B Certificates pursuant to Section 5.01. MBIA shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days' prior notice to the Securities Administrator. (f) The Securities Administrator acknowledges, and each Holder of a Class A-2B Certificate by its acceptance of the Class A-2B Certificate agrees, that, without the need for any further action on the part of MBIA or the Securities Administrator to the extent MBIA makes payments, directly or indirectly, on account of principal of or interest on any Class A-2B Certificates, MBIA will be xxxxx xxxxxxxxxx xx xxe rights of the Holders of such Class A-2B Certificates to receive such principal and interest from the Trust Fund. The Holders of the Class A-2B Certificates, by acceptance of the Class A-2B Certificates, assign their rights as Holders of the Class A-2B Certificates to the extent of MBIA's interest with respect to amounts paid under the Class A-2B 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 5.01, any payment with respect to distributions to the Class A-2B Certificates which is made with funds received pursuant to the terms of the Class A-2B Policy, shall not be considered payment of the Class A-2B Certificates from the Trust Fund and shall not result in the distribution or the provision for the distribution in reduction of the Certificate Principal Balance of the Class A-2B Certificates as described in this Article V. The Trustee, the Securities Administrator, the Master Servicer and the Servicer shall cooperate in all respects with any reasonable request by MBIA for action to preserve or enforce MBIA's rights or interests under this Agreement without limiting the rights or affecting the interests of the Holders as otherwise set forth herein. (g) Upon its becoming aware of the occurrence of a Servicer Event of Default or Master Servicer Event of Default, each of the Trustee and the Securities Administrator shall promptly notify MBIA of such Servicer Event of Default or Master Servicer Event of Default. (h) The Trustee and the Securities Administrator shall promptly notify MBIA of either of the following as to which a Responsible Officer of the Trustee or authorized officer of the Securities Administrator 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 proceeding seeking the avoidance as a preferential transfer (a "Preference Claim") of any distribution made with respect to the Class A-2B Certificates as to which it has actual knowledge. Each Holder of a Class A-2B Certificate, by its purchase of Class A-2B Certificates, the Trustee and the Securities 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 Securities Administrator and each Holder of a Class A-2B 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. (i) 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 to the attention of Client Manager for ACE Securities Corp. Home Equity Loan Trust, Series 2003-HS1, Asset Backed Pass-Through Certificates (410-884-2000). (j) The Securities Administrator shall promptly surrender the Class A-2B Policy to MBIA for cancellation upon the reduction of the Certificate Principal Balance of the Class A-2B Certificates to zero. (k) The Securities Administrator shall send to MBIA any statements or communications sent to Holders of the Class A-2B Certificates, in each case at the same time such reports, statements and communications are otherwise sent. (l) For so long as there is not continuing default by MBIA under its obligations under the Class A-2B Policy (an "MBIA Default"), each Holder of a Class A-2B Certificate agrees that MBIA shall be treated by the Depositor, the Master Servicer, the Securities Administrator and the Trustee as if MBIA were the Holder of all Class A-2B 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 the Holders of the Class A-2B Certificates hereunder without any further consent of the Holders of the Class A-2B Certificates and such holders shall not exercise such rights without the prior written consent of MBIA.

Policy Matters. (a) If, on the third Business Day before any Distribution Date, the Trustee determines that the Available Funds for such Distribution Date distributable to the Holders of the Class A-4 Certificates pursuant to Section 4.02 together with any amounts that may be distributable to the Holders of the Class A-4 Certificates from the Class A-4 Reserve Fund pursuant to Section 4.02(f) 4.02, will be insufficient to pay the Required Distributions on such Distribution Date, the Trustee shall determine the amount of any such deficiency and shall give notice to MBIA and the Fiscal Agent (as defined in the Class A-4 Policy), if any, by telephone or telecopy of the amount of such deficiency, confirmed in writing by notice substantially in the form of Exhibit A to the Class A-4 Policy by 12:00 noon, New York City time on such third Business Day. The Trustee's responsibility for delivering the notice to MBIA as provided in the preceding sentence is limited to the availability, timeliness and accuracy of the information provided by the Master Servicer. (b) 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 Certificate has been voided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall (i) promptly notify MBIA and the Fiscal Agent, if any, and (ii) comply with the provisions of the Class A-4 Policy to obtain payment by MBIA of such voided scheduled payment. In addition, the Trustee shall mail notice to all Holders of the 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 Class A-4 Policy a copy of which shall be made available to such Holders by the Trustee. The Trustee shall furnish to MBIA and the Fiscal Agent, if any, its records listing the payments on the affected 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. (c) At the time of the execution hereof, and for the purposes hereof, the Trustee shall establish a separate special purpose trust account in the name of the Trustee for the benefit of Holders of the Class A-4 Certificates (the "Class A-4 Policy Payments Account") over which the Trustee shall have exclusive control and sole right of withdrawal. The Class A-4 Policy Payments Account shall be anan Eligible Account. The Trustee shall deposit any amount paid under the Class A-4 Policy into the Class A-4 Policy Payments Account and distribute such amount only for the purposes of making the payments to Holders of the Class A-4 Certificates in respect of the Required Distribution for which the related claim was made under the Class A-4 Policy. Such amounts shall be allocated by the Trustee to Holders of Class A-4 Certificates affected by such shortfalls in the same manner as principal and interest payments are to be allocated with respect to such Certificates pursuant to Section 4.02. It shall not be necessary for such payments to be made by checks or wire transfers separated from the checks or wire transfers used to make regular payments hereunder with funds withdrawn from the Distribution Account. However, any payments made on the Class A-4 Certificates from funds in the Class A-4 Policy Payments Account shall be noted as provided in subsection (e) below. Funds held in the Class A-4 Policy Payments Account shall not be invested by the Trustee. (d) Any funds received from MBIA for deposit into the Class A-4 Policy Payments Account pursuant to the Class A-4 Policy in respect of a Distribution Date or otherwise as a result of any claim under the Class A-4 Policy shall be applied by the Trustee directly to the payment in full (i) of the Required Distribution due on such Distribution Date on the Class A-4 Certificates, or (ii) of other amounts payable under the Class A-4 Policy. Funds received by the Trustee as a result of any claim under the Class A-4 Policy shall be used solely for payment to the Holders of the 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, the Master Servicer or the Trust Fund. Any funds remaining in the Class A-4 Policy Payments Account on the first Business Day after each Distribution Date shall be remitted promptly to MBIA in accordance with the instructions set forth in Section 5.01. (e) The Trustee shall keep complete and accurate records in respect of (i) all funds remitted to it by MBIA and deposited into the Class A-4 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 Certificates, (B) Realized Losses allocated to the Class A-4 Certificates and (C) the amount of funds available to make distributions on the Class A-4 Certificates pursuant to Section 4.02. MBIA shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days' prior notice to the Trustee. (f) The Trustee acknowledges, and each Holder of a Class A-4 Certificate by its acceptance of the Class A-4 Certificate agrees, that, without the need for any further action on the part of MBIA or the Trustee, to the extent MBIA makes payments, directly or indirectly, on account of principal of or interest on any Class A-4 Certificates, MBIA will be fully subrogated to the rights of the Holders of such Class A-4 Certificates to receive such principal and interest from the Trust Fund. The Holders of the Class A-4 Certificates, by acceptance of the Class A-4 Certificates, assign their rights as Holders of the Class A-4 Certificates to the extent of MBIA's interest with respect to amounts paid under the Class A-4 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 A-4 Certificates which is made with funds received pursuant to the terms of the Class A-4 Policy, shall not be considered payment of the 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 Certificate Balance of the Class A-4 Certificates within the meaning of Article IV. (g) Upon its becoming aware of the occurrence of an Event of Default, the Trustee shall promptly notify MBIA of such Event of Default. (h) The Trustee shall promptly notify MBIA 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 Certificates as to which it has actual knowledge. Each Holder of a Class A-4 Certificate, by its purchase of Class A-4 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 of a 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. (i) 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 to the attention of Secondary Marketing. (j) The Trustee shall surrender the Class A-4 Policy to MBIA for cancellation upon the reduction of the Class Certificate Balance of the Class A-4 Certificates to zero. (k) The Trustee shall send to MBIA the reports prepared pursuant to Sections 3.16 and 3.17 and the statements prepared pursuant to Section 4.06, as well as any other statements or communications sent to Holders of the Class A-4 Certificates, in each case at the same time such reports, statements and communications are otherwise sent. (l) For so long as there is no continuing default by MBIA under its obligations under the Class A-4 Policy (an "MBIA Default"), each Holder of a Class A-4 Certificate agrees that MBIA shall be treated by the Depositor, the Master Servicer and the Trustee as if MBIA were the Holder of all of the 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-4 Certificates hereunder. (m) With respect to this Section 4.05, (i) the terms "Receipt" and "Received" shall mean actual delivery to MBIA and MBIA's Fiscal Agent, if any, if any, prior to 12:00 noon, New York City time, on a Business Day; delivery either on a day that is not a Business Day or after 12:00 noon, New York City time, shall be deemed to be Receipt on the next succeeding Business Day. If any notice or certificate given under the Class A-4 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. MBIA or its Fiscal Agent, if any, shall promptly so advise the Trustee and the Trustee may submit an amended notice and (ii) "Business Day" means any day other than (A) a Saturday or Sunday or (B) a day on which MBIA 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.

Policy Matters. (a) If, on the third Business Day before any Distribution Date, the Trustee determines that the Available Funds for such Distribution Date distributable to the Holders of the Class A-4 Certificates pursuant to Section 4.02 together with any amounts that may be distributable to the Holders of the Class A-4 Certificates from the Class A-4 Reserve Fund pursuant to Section 4.02(f) will be insufficient to pay the Required Distributions a Deficiency Amount exists on such Distribution Date, the Trustee shall determine the amount of any such deficiency and shall give notice to MBIA and the Fiscal Agent (as defined in the Class A-4 A-9 Policy), if any, by telephone or telecopy of the amount of such deficiencyDeficiency Amount, confirmed in writing by notice substantially in the form of Exhibit A to the Class A-4 A-9 Policy by 12:00 noon, New York City time on such third Business Day. The Trustee's responsibility for delivering the notice to MBIA as provided in the preceding sentence is limited to contingent upon its receipt of available, timely and accurate information from the availability, timeliness and accuracy of the information provided by the Master Servicer. (b) 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 A-9 Certificate has been voided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall (i) promptly notify MBIA and the Fiscal Agent, if any, and (ii) comply with the provisions of the Class A-4 A-9 Policy to obtain payment by MBIA of such voided scheduled payment. In addition, the Trustee shall mail notice to all Holders of the Class A-4 A-9 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 A-9 Policy, a copy of which shall be made available to such Holders by the Trustee. The Trustee shall furnish to MBIA and the Fiscal Agent, if any, its records listing the payments on the affected Class A-4 A-9 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. (c) At the time of the execution hereof, and for the purposes hereof, the Trustee shall establish a separate special purpose trust account in the name of the Trustee for the benefit of Holders of the Class A-4 A-9 Certificates (the "Class A-4 A-9 Policy Payments Account") over which the Trustee shall have exclusive control and sole right of withdrawal. The Class A-4 A-9 Policy Payments Account shall be anan Eligible Account. The Trustee shall deposit any amount paid under the Class A-9 Policy into the Class A-9 Policy Payments Account and distribute such amount only for the purposes of making the payments to Holders of the Class A-9 Certificates in respect of the Insured Payment for which the related claim was made under the Class A-9 Policy. Such amounts shall be allocated by the Trustee to Holders of Class A-9 Certificates affected by such shortfalls in the same manner as principal and interest payments are to be allocated with respect to such Certificates pursuant to Section 4.1. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to make regular payments hereunder with funds withdrawn from the Certificate Account. However, any payments made on the Class A-9 Certificates from funds in the Class A-9 Policy Payments Account shall be noted as provided in subsection (e) below. Funds held in the Class A-9 Policy Payments Account shall not be invested by the Trustee. (d) Any funds received from MBIA for deposit into the Class A-9 Policy Payments Account pursuant to the Class A-9 Policy in respect of a Distribution Date or otherwise as a result of any claim under the Class A-9 Policy shall be applied by the Trustee directly to the payment in full (i) of the Deficiency Amount due on such Distribution Date on the Class A-9 Certificates, or (ii) of other amounts payable under the Class A-9 Policy. Funds received by the Trustee as a result of any claim under the Class A-9 Policy shall be used solely for payment to the Holders of the Class A-9 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 Fund. Any funds remaining in the Class A-9 Policy Payments Account on the first Business Day after each Distribution Date shall be remitted promptly to MBIA pursuant to the written instruction of MBIA. (e) The Trustee shall keep complete and accurate records in respect of (i) all funds remitted to it by MBIA and deposited into the Class A-9 Policy Payments Account and (ii) the allocation of such funds to (A) payments of interest on and principal in respect of any Class A-9 Certificates, (B) Realized Losses allocated to the Class A-9 Certificates, (C) the Net Interest Shortfalls allocated to the Class A-9 Certificates and (D) the amount of funds available to make distributions on the Class A-9 Certificates pursuant to Sections 4.1(b) and (f) including all amounts in the Reserve Fund. MBIA shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days' prior notice to the Trustee. (f) The Trustee acknowledges, and each Holder of a Class A-9 Certificate by its acceptance of the Class A-9 Certificate agrees, that, without the need for any further action on the part of MBIA or the Trustee to the extent MBIA makes payments, directly or indirectly, on account of principal of or interest on any Class A-9 Certificates, MBIA will be fully subrogated to the rights of the Holders of such Class A-9 Certificates to receive such principal and interest from the Trust

Policy Matters. (a) If, on the third Business Day before any Distribution Date, the Trustee determines that the Available Funds for such Distribution Date distributable to the Holders of the Class 1-A-4 Certificates pursuant to Section 4.02 together with any amounts that may be distributable to the Holders of the Class A-4 Certificates from the Class A-4 Reserve Fund pursuant to Section 4.02(f) 4.02, will be insufficient to pay the Required Distributions on such Distribution Date, the Trustee shall determine the amount of any such deficiency and shall give notice to MBIA and the Fiscal Agent (as defined in the Class 1-A-4 Policy), if any, by telephone or telecopy of the amount of such deficiency, confirmed in writing by notice substantially in the form of Exhibit A to the Class 1-A-4 Policy by 12:00 noon, New York City time on such third Business Day. The Trustee's responsibility for delivering the notice to MBIA as provided in the preceding sentence is limited to the availability, timeliness and accuracy of the information provided by the Master Servicer. (b) 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 1-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 MBIA and the Fiscal Agent, if any, and (ii) comply with the provisions of the Class 1-A-4 Policy to obtain payment by MBIA of such voided scheduled payment. In addition, the Trustee shall mail notice to all Holders of the Class 1-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 Class 1-A-4 Policy a copy of which shall be made available to such Holders by the Trustee. The Trustee shall furnish to MBIA and the Fiscal Agent, if any, its records listing the payments on the affected Class 1-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. (c) At the time of the execution hereof, and for the purposes hereof, the Trustee shall establish a separate special purpose trust account in the name of the Trustee for the benefit of Holders of the Class 1-A-4 Certificates (the "Class 1-A-4 Policy Payments Account") over which the Trustee shall have exclusive control and sole right of withdrawal. The Class 1-A-4 Policy Payments Account shall be anan Eligible Account. The Trustee shall deposit any amount paid under the Class 1-A-4 Policy into the Class 1-A-4 Policy Payments Account and distribute such amount only for the purposes of making the payments to Holders of the Class 1-A-4 Certificates in respect of the Required Distribution for which the related claim was made under the Class 1-A-4 Policy. Such amounts shall be allocated by the Trustee to Holders of Class 1-A-4 Certificates affected by such shortfalls in the same manner as principal and interest payments are to be allocated with respect to such Certificates pursuant to Section 4.02. It shall not be necessary for such payments to be made by checks or wire transfers separated from the checks or wire transfers used to make regular payments hereunder with funds withdrawn from the Distribution Account. However, any payments made on the Class 1-A-4 Certificates from funds in the Class 1-A-4 Policy Payments Account shall be noted as provided in subsection (e) below. Funds held in the Class 1-A-4 Policy Payments Account shall not be invested by the Trustee. (d) Any funds received from MBIA for deposit into the Class 1-A-4 Policy Payments Account pursuant to the Class 1-A-4 Policy in respect of a Distribution Date or otherwise as a result of any claim under the Class 1-A-4 Policy shall be applied by the Trustee directly to the payment in full (i) of the Required Distribution due on such Distribution Date on the Class 1-A-4 Certificates, or (ii) of other amounts payable under the Class 1-A-4 Policy. Funds received by the Trustee as a result of any claim under the Class 1-A-4 Policy shall be used solely for payment to the Holders of the Class 1-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, the Master Servicer or the Trust Fund. Any funds remaining in the Class 1-A-4 Policy Payments Account on the first Business Day after each Distribution Date shall be remitted promptly to MBIA in accordance with the instructions set forth in Section 5.01. (e) The Trustee shall keep complete and accurate records in respect of (i) all funds remitted to it by MBIA and deposited into the Class 1-A-4 Policy Payments Account and (ii) the allocation of such funds to (A) payments of interest on and principal in respect of any Class 1-A-4 Certificates, (B) Realized Losses allocated to the Class 1-A-4 Certificates and (C) the amount of funds available to make distributions on the Class 1-A-4 Certificates pursuant to Section 4.02. MBIA shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days' prior notice to the Trustee. (f) The Trustee acknowledges, and each Holder of a Class 1-A-4 Certificate by its acceptance of the Class 1-A-4 Certificate agrees, that, without the need for any further action on the part of MBIA or the Trustee, to the extent MBIA makes payments, directly or indirectly, on account of principal of or interest on any Class 1-A-4 Certificates, MBIA will be fully subrogated to the rights of the Holders of such Class 1-A-4 Certificates to receive such principal and interest from the Trust Fund. The Holders of the Class 1-A-4 Certificates, by acceptance of the Class 1-A-4 Certificates, assign their rights as Holders of the Class 1-A-4 Certificates to the extent of MBIA's interest with respect to amounts paid under the Class 1-A-4 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 1-A-4 Certificates which is made with funds received pursuant to the terms of the Class 1-A-4 Policy, shall not be considered payment of the Class 1-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 Certificate Balance of the Class 1-A-4 Certificates within the meaning of Article IV. (g) Upon its becoming aware of the occurrence of an Event of Default, the Trustee shall promptly notify MBIA of such Event of Default. (h) The Trustee shall promptly notify MBIA 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 1-A-4 Certificates as to which it has actual knowledge. Each Holder of a Class 1-A-4 Certificate, by its purchase of Class 1-A-4 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 of a Class 1-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. (i) 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 to the attention of Secondary Marketing. (j) The Trustee shall surrender the Class 1-A-4 Policy to MBIA for cancellation upon the reduction of the Class Certificate Balance of the Class 1-A-4 Certificates to zero. (k) The Trustee shall send to MBIA the reports prepared pursuant to Sections 3.16 and 3.17 and the statements prepared pursuant to Section 4.06, as well as any other statements or communications sent to Holders of the Class 1-A-4 Certificates, in each case at the same time such reports, statements and communications are otherwise sent. (l) For so long as there is no continuing default by MBIA under its obligations under the Class 1-A-4 Policy (an "MBIA Default"), each Holder of a Class 1-A-4 Certificate agrees that MBIA shall be treated by the Depositor, the Master Servicer and the Trustee as if MBIA were the Holder of all of the Class 1-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 1-A-4 Certificates hereunder. (m) With respect to this Section 4.05, (i) the terms "Receipt" and "Received" shall mean actual delivery to MBIA and MBIA's Fiscal Agent, if any, if any, prior to 12:00 noon, New York City time, on a Business Day; delivery either on a day that is not a Business Day or after 12:00 noon, New York City time, shall be deemed to be Receipt on the next succeeding Business Day. If any notice or certificate given under the Class 1-A-4 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. MBIA or its Fiscal Agent, if any, shall promptly so advise the Trustee and the Trustee may submit an amended notice and (ii) "Business Day" means any day other than (A) a Saturday or Sunday or (B) a day on which MBIA 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.

Policy Matters. (a) If, on the third Business Day before any Distribution Date, the Trustee determines that the Available Funds for such Distribution Date distributable to the Holders of the Class A-4 Certificates pursuant to Section 4.02 together with any amounts that may be distributable to the Holders of the Class A-4 Certificates from the Class A-4 Reserve Fund pursuant to Section 4.02(f) will be insufficient to pay the related Required Distributions on such Distribution Date, the Trustee shall determine the amount of any such deficiency and shall give notice to MBIA and the Fiscal Agent (as defined in the Class A-4 Policy), if anyAmbac, by telephone or telecopy of the amount of such deficiency, confirmed in writing by notice substantially in the form of Exhibit A to the Class A-4 Policy Policy, by 12:00 noon, New York City time on such third Business Day. The Trustee's responsibility for delivering the notice to MBIA Ambac as provided in the preceding sentence is limited to the availability, timeliness and accuracy of the information provided by the Master Servicer. (b) 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 Certificate has been voided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall (i) promptly notify MBIA and the Fiscal Agent, if anyAmbac, and (ii) comply with the provisions of the Class A-4 Policy Policy, to obtain payment by MBIA Ambac of such voided scheduled payment. In addition, the Trustee shall mail notice to all Holders of the 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 Class A-4 Policy Policy, a copy of which shall be made available to such Holders by the Trustee. The Trustee shall furnish to MBIA Ambac and the Fiscal Agent, if any, its records listing the payments on the affected 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. (c) At the time of the execution hereof, and for the purposes hereof, the Trustee shall establish a separate special purpose trust account an Eligible Account in the name of the Trustee for the benefit of Holders of the Class A-4 Certificates (the "Class A-4 Policy Payments Account") over which the Trustee shall have exclusive control and sole right of withdrawal. The Class A-4 Policy Payments Account shall be anan Eligible Account. The Trustee shall deposit any amount paid under the Class A-4 Policy into the Class A-4 Policy Payments Account and distribute such amount only for the purposes of making the payments to Holders of the Class A-4 Certificates, in respect of the related Required Distribution for which the related claim was made under the Class A-4 Policy. Such amounts shall be allocated by the Trustee to Holders of Class A-4 Certificates, affected by such shortfalls in the same manner as principal and interest payments are to be allocated with respect to such Certificates pursuant to Section 4.02. It shall not be necessary for such payments to be made by checks or wire transfers separated from the checks or wire transfers used to make regular payments hereunder with funds withdrawn from the Distribution Account. However, any payments made on the Class A-4 Certificates from funds in the Class A-4 Policy Payments Account shall be noted as provided in subsection (e) below. Funds held in the Class A-4 Policy Payments Account shall not be invested by the Trustee. (d) Any funds received from Ambac for deposit into the Class A-4 Policy Payments Account pursuant to the Class A-4 Policy in respect of a Distribution Date or otherwise as a result of any claim under the Class A-4 Policy shall be applied by the Trustee directly to the payment in full (i) of the related Required Distribution due on such Distribution Date on the Class A-4 Certificates, or (ii) of other amounts payable under the Class A-4 Policy. Funds received by the Trustee as a result of any claim under the Class A-4 Policy shall be used solely for payment to the Holders of the 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, the Master Servicer or the Trust Fund. Any funds remaining in the Class A-4 Policy Payments Account on the first Business Day after each Distribution Date shall be remitted promptly to Ambac in accordance with the instructions set forth in Section 5.01. (e) The Trustee shall keep complete and accurate records in respect of (i) all funds remitted to it by Ambac and deposited into the Class A-4 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 Certificates, (B) Realized Losses allocated to the Class A-4 Certificates and (C) the amount of funds available to make distributions on the Class A-4 Certificates pursuant to Sections 4.02(a). Ambac shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days' prior written notice to the Trustee. (f) The Trustee acknowledges, and each Holder of a Class A-4 Certificate by its acceptance of the Class A-4 Certificate agrees, that, without the need for any further action on the part of Ambac or the Trustee, to the extent Ambac makes payments, directly or indirectly, on account of principal of or interest on any Class A-4 Certificates, Ambac will be fully subrogated to the rights of the Holders of such Class A-4 Certificates to receive such principal and interest from the Trust Fund. The Holders of the Class A-4 Certificates, by acceptance of the Class A-4 Certificates, assign their rights as Holders of the Class A-4 Certificates to the extent of Ambac's interest with respect to amounts paid under the Class A-4 Policies. Anything herein to the contrary notwithstanding, solely for purposes of determining Ambac's rights, as applicable, as subrogee for payments distributable pursuant to Section 4.02, any payment with respect to distributions to the Class A-4 Certificates which is made with funds received pursuant to the terms of the Class A-4 Policy shall not be considered payment of the 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 Certificate Balance of the Class A-4 Certificates within the meaning of Article IV. (g) Upon a Responsible Officer of the Trustee becoming aware of the occurrence of an Event of Default, the Trustee shall promptly notify Ambac of such Event of Default. (h) The Trustee shall promptly notify Ambac 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 Certificates as to which it has actual knowledge. Each Holder of a Class A-4 Certificate, by its purchase of Class A-4 Certificates, and the Trustee hereby agrees that Ambac (so long as no Ambac 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, Ambac shall be subrogated to the rights of the Trustee and each Holder of a 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. (i) The Master Servicer shall designate an Ambac contact person who shall be available to Ambac to provide reasonable access to information regarding the Mortgage Loans. The initial Ambac Contact Person is to the attention of Secondary Marketing. (j) The Trustee shall surrender the Class A-4 Policy to Ambac for cancellation upon the reduction of the Class Certificate Balance of the Class A-4 Certificates to zero. (k) The Trustee shall send to Ambac the reports prepared pursuant to Sections 3.17 and 3.18 and the statements prepared pursuant to Section 4.06, as well as any other statements or communications sent to Holders of the Class A-4 Certificates, in each case at the same time such reports, statements and communications are otherwise sent. (l) For so long as there is no continuing default by Ambac under its obligations under the Class A-4 Policy (an "Ambac Default"), each Holder of a Class A-4 Certificate agrees that Ambac shall be treated by the Depositor, the Master Servicer and the Trustee as if Ambac were the Holder of all of the 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-4 Certificates hereunder.

Policy Matters. (a) If, on the third Business Day before any Distribution Date, the Trustee determines that the Available Funds for such Distribution Date distributable to the Holders of the Class A-4 A-9 Certificates pursuant to Section 4.02 together with any amounts that may be distributable to the Holders of the Class A-4 A-9 Certificates from the Class A-4 A-9 Reserve Fund pursuant to Section 4.02(f4.02(g) will be insufficient to pay the Required Distributions on such Distribution Date, the Trustee shall determine the amount of any such deficiency and shall give notice to MBIA and the Fiscal Agent (as defined in the Class A-4 A-9 Policy), if any, by telephone or telecopy of the amount of such deficiency, confirmed in writing by notice substantially in the form of Exhibit A to the Class A-4 A-9 Policy by 12:00 noon, New York City time on such third Business Day. The Trustee's responsibility for delivering the notice to MBIA as provided in the preceding sentence is limited to the availability, timeliness and accuracy of the information provided by the Master Servicer. (b) 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 A-9 Certificate has been voided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall (i) promptly notify MBIA and the Fiscal Agent, if any, and (ii) comply with the provisions of the Class A-4 A-9 Policy to obtain payment by MBIA of such voided scheduled payment. In addition, the Trustee shall mail notice to all Holders of the Class A-4 A-9 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 A-9 Policy a copy of which shall be made available to such Holders by the Trustee. The Trustee shall furnish to MBIA and the Fiscal Agent, if any, its records listing the payments on the affected Class A-4 A-9 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. (c) At the time of the execution hereof, and for the purposes hereof, the Trustee shall establish a separate special purpose trust account in the name of the Trustee for the benefit of Holders of the Class A-4 A-9 Certificates (the "Class A-4 A-9 Policy Payments Account") over which the Trustee shall have exclusive control and sole right of withdrawal. The Class A-4 A-9 Policy Payments Account shall be anan Eligible Account. The Trustee shall deposit any amount paid under the Class A-9 Policy into the Class A-9 Policy Payments Account and distribute such amount only for the purposes of making the payments to Holders of the Class A-9 Certificates in respect of the Required Distribution for which the related claim was made under the Class A-9 Policy. Such amounts shall be allocated by the Trustee to Holders of Class A-9 Certificates affected by such shortfalls in the same manner as principal and interest payments are to be allocated with respect to such Certificates pursuant to Section 4.02. It shall not be necessary for such payments to be made by checks or wire transfers separated from the checks or wire transfers used to make regular payments hereunder with funds withdrawn from the Distribution Account. However, any payments made on the Class A-9 Certificates from funds in the Class A-9 Policy Payments Account shall be noted as provided in subsection (e) below. Funds held in the Class A-9 Policy Payments Account shall not be invested by the Trustee. (d) Any funds received from MBIA for deposit into the Class A-9 Policy Payments Account pursuant to the Class A-9 Policy in respect of a Distribution Date or otherwise as a result of any claim under the Class A-9 Policy shall be applied by the Trustee directly to the payment in full (i) of the Required Distribution due on such Distribution Date on the Class A-9 Certificates, or (ii) of other amounts payable under the Class A-9 Policy. Funds received by the Trustee as a result of any claim under the Class A-9 Policy shall be used solely for payment to the Holders of the Class A-9 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 Class A-9 Policy Payments Account on the first Business Day after each Distribution Date shall be remitted promptly to MBIA pursuant to the written instruction of MBIA. (e) The Trustee shall keep complete and accurate records in respect of (i) all funds remitted to it by MBIA and deposited into the Class A-9 Policy Payments Account and (ii) the allocation of such funds to (A) payments of interest on and principal in respect of any Class A-9 Certificates, (B) Realized Losses allocated to the Class A-9 Certificates (C) the Class A-9 Net Interest Shortfalls and (D) the amount of funds available to make distributions on the Class A-9 Certificates pursuant to Sections 4.02(a) and (g) including all amounts in the Class A-9 Reserve Fund. MBIA shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days' prior notice to the Trustee. (f) The Trustee acknowledges, and each Holder of a Class A-9 Certificate by its acceptance of the Class A-9 Certificate agrees, that, without the need for any further action on the part of MBIA or the Trustee, to the extent MBIA makes payments, directly or indirectly, on account of principal of or interest on any Class A-9 Certificates, MBIA will be fully subrogated to the rights of the Holders of such Class A-9 Certificates to receive such principal and interest from the Trust Fund. The Holders of the Class A-9 Certificates, by acceptance of the Class A-9 Certificates, assign their rights as Holders of the Class A-9 Certificates to the extent of MBIA's interest with respect to amounts paid under the Class A-9 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 A-9 Certificates which is made with funds received pursuant to the terms of the Class A-9 Policy, shall not be considered payment of the Class A-9 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-9 Certificates within the meaning of Article IV. (g) Upon its becoming aware of the occurrence of an Event of Default, the Trustee shall promptly notify MBIA of such Event of Default. (h) The Trustee shall promptly notify MBIA 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-9 Certificates as to which it has actual knowledge. Each Holder of a Class A-9 Certificate, by its purchase of Class A-9 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 of a Class A-9 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. (i) 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 to the attention of Secondary Marketing. (j) The Trustee shall surrender the Class A-9 Policy to MBIA for cancellation upon the reduction of the Class Certificate Balance of the Class A-9 Certificates to zero. (k) The Trustee shall send to MBIA the reports prepared pursuant to Sections 3.16 and 3.17 and the statements prepared pursuant to Section 4.06, as well as any other statements or communications sent to Holders of the Class A-9 Certificates, in each case at the same time such reports, statements and communications are otherwise sent. (l) For so long as there is no continuing default by MBIA under its obligations under the Class A-9 Policy (an "MBIA Default"), each Holder of a Class A-9 Certificate agrees that MBIA shall be treated by the Depositor, the Master Servicer and the Trustee as if MBIA were the Holder of all of the Class A-9 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-9 Certificates hereunder.