Common use of Policy Matters Clause in Contracts

Policy Matters. (a) The Indenture Trustee hereby agrees on behalf of the Noteholders (and each Noteholder, by its acceptance of its Notes, hereby agrees) for the benefit of the Insurer that the Indenture Trustee shall recognize that to the extent the Insurer makes a payment under the Policy, either directly or indirectly (as by paying through the Indenture Trustee), to the Noteholders, the Insurer will be entitled to be subrogated to the rights of the Noteholders to the extent of such payment made under the Policy. Any rights of subrogation acquired by the Insurer as a result of any payment made under the Policy shall, in all respects, be subordinate and junior in right of payment to the prior indefeasible payment in full of all amounts due under the Notes. (b) The Owner Trustee hereby agrees on behalf of the Certificateholders (and each Certificateholder, by its acceptance of its Certificates, hereby agrees) for the benefit of the Insurer that the Indenture Trustee shall recognize that to the extent the Insurer makes a payment under the Policy, either directly or indirectly (as by paying through the Indenture Trustee), to the Certificateholders, the Insurer will be entitled to be subrogated to the rights of the Certificateholders to the extent of such payment made under the Policy. Any rights of subrogation acquired by the Insurer as a result of any payment made under the Policy shall, in all respects, be subordinate and junior in right of payment to the prior indefeasible payment in full of all amounts due under the Certificates. (c) The Indenture Trustee, for itself and on behalf of the Noteholders, hereby agrees that the Insurer may at any time during the continuation of any proceeding relating to a Final Order direct all matters relating to such Final Order, including the direction of any appeal of any order relating to such Final Order and 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 extent of any payments made under the Policy, to the rights of the Depositor, the Seller, the Servicer, the Trust, the Indenture Trustee and the Noteholders in the conduct of any preference claim, including all rights of any party to any adversarial proceeding or action with respect to any court order issued in connection with any such preference claim. (d) The Owner Trustee, for itself and on behalf of the Certificateholders, hereby agrees that the Insurer may at any time during the continuation of any proceeding relating to a Final Order direct all matters relating to such Final Order, including the direction of any appeal of any order relating to such Final Order and 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 extent of any payments made under the Policy, to the rights of the Depositor, the Seller, the Servicer, the Trust, the Owner Trustee and the Certificateholders in the conduct of any preference claim, including all rights of any party to any adversarial proceeding or action with respect to any court order issued in connection with any such preference claim.

Policy Matters. (a) The Indenture Trustee hereby agrees on behalf of the Class A Noteholders (and each Class A Noteholder, by its acceptance of its Class A Notes, hereby agreesshall agree) for the benefit of the Insurer Insurer, that the Indenture Trustee shall recognize that to the extent the Insurer makes a payment under the Policy, either directly or indirectly (as by paying through the Indenture Trustee), ) to the Class A Noteholders, the Insurer will be entitled to be subrogated to the rights of the Class A Noteholders to the extent of such payment made under the Policy. Any rights of subrogation acquired by the Insurer as a result of any payment made under the Policy shall, in all respects, be subordinate and junior in right of payment to the prior indefeasible payment in full of all amounts due under the Class A Notes. (b) The Owner Trustee hereby agrees on behalf of the Certificateholders (and each Certificateholder, by its acceptance of its Certificates, hereby agrees) for the benefit of the Insurer that the Indenture Trustee shall recognize that to the extent the Insurer makes a payment under the Policy, either directly or indirectly (as by paying through the Indenture Trustee), to the Certificateholders, the Insurer will be entitled to be subrogated to the rights of the Certificateholders to the extent of such payment made under the Policy. Any rights of subrogation acquired by the Insurer as a result of any payment made under the Policy shall, in all respects, be subordinate and junior in right of payment to the prior indefeasible payment in full of all amounts due under the Certificates. (c) The Indenture Trustee, for itself and on behalf of the Noteholders, hereby agrees that the Insurer may at any time during the continuation of any proceeding relating to a Final Order Order, provided that no Insurer Default shall have occurred and be continuing, direct all matters relating to such Final Order, including including, without limitation, the direction of any appeal of any order relating to such Final Order and 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 extent of any payments made under the PolicyPolicy relating to a Final Order, to the rights of the Depositor, the SellerServicer, the ServicerSeller, the Trust, the Indenture Trustee and the Class A Noteholders in the conduct of any preference claimclaim relating to a Final Order, including including, without limitation, all rights of any party to any adversarial proceeding or action with respect to any court order issued in connection with any such preference claim. (d) The Owner Trustee; provided, for itself and on behalf of the Certificateholders, hereby agrees that the Insurer may at any time during the continuation of any proceeding relating to a Final Order direct all matters relating to such Final Order, including the direction of any appeal of any order relating to such Final Order and the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Insurer subrogation rights shall be subrogated, remain subject to the extent last sentence of any payments made under the Policy, to the rights paragraph (a) of the Depositor, the Seller, the Servicer, the Trust, the Owner Trustee and the Certificateholders in the conduct of any preference claim, including all rights of any party to any adversarial proceeding or action with respect to any court order issued in connection with any such preference claimthis Section 3.10.

Policy Matters. (a) As soon as possible, and in no event later than 11:00 a.m., New York time, on the second Business Day immediately preceding each Distribution Date, the Master Servicer shall determine the amount of funds available for such Distribution Date minus the amount of any CIFG Premium and any fee to paid to the Trustee on such Distribution Date. (b) If for any Distribution Date, the Master Servicer determines that the funds that will be available for such Distribution Date distributable to the Holders of the Class A1A Certificates pursuant to Section 4.01 will be insufficient to pay the related Regular Payments on such Distribution Date, the Master Servicer shall determine the amount of any such deficiency and shall give notice to CIFG and the Fiscal Agent (as defined in the Class A1A 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 A1A Policy by 12:00 noon, New York City time, on such second Business Day. The Indenture Trustee Master Servicer’s responsibility for delivering the notice to CIFG, as provided in the preceding sentence is limited to the availability, timeliness and accuracy of the information provided by the Servicer. The Notice shall constitute a claim for payment pursuant to the Class A1A Policy. (c) The Master Servicer shall receive as attorney-in-fact of each Holder of a Class A1A Certificate, any Regular Payments from CIFG and disburse the same to each Holder of a Class A1A Certificate in accordance with the provisions of this Article IV. Regular Payments disbursed by the Master Servicer from proceeds of the Class A1A Policy shall not be considered payment by the Trust nor shall such payments discharge the obligation of the Trust with respect to such Class A1A Certificate, and CIFG shall become the owner of such unpaid amounts due from the Trust in respect of such Regular Payments as the deemed assignee of such Holder and shall be entitled to receive the CIFG Reimbursement Amount pursuant to Section 4.01. The Master Servicer hereby agrees on behalf of the Noteholders (and each Noteholder, by its acceptance Holder of its Notes, hereby agrees) a Class A1A Certificate for the benefit of the Insurer CIFG that the Indenture Trustee shall it and they recognize that to the extent the Insurer that CIFG makes a payment under the PolicyRegular Payments, either directly or indirectly (as by paying through the Indenture TrusteeServicer), to the NoteholdersClass A1A Certificateholders, the Insurer CIFG will be entitled to receive the CIFG Reimbursement Amount pursuant to Section 4.01. (d) It is understood and agreed that the intention of the parties is that CIFG shall not be entitled to reimbursement on any Distribution Date for amounts previously paid by it unless on such Distribution Date the Holders of the Class A1A Certificates shall also have received the full amount of the Regular Payments for such Distribution Date. (e) In the event the Master Servicer receives a certified copy of an order of the appropriate court that any payment of principal or interest on a Class A1A Certificate has been voided in whole or in part as a preference payment under applicable bankruptcy law, the Master Servicer shall (i) promptly notify CIFG and the Fiscal Agent, if any, and (ii) comply with the provisions of the Class A1A Policy to obtain payment by CIFG of such voided payment. In addition, the Master Servicer shall mail notice to all Holders of the Class A1A 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 A1A Policy a copy of which shall be made available to such Holders by the Master Servicer. The Master Servicer shall furnish to CIFG and the Fiscal Agent, if any, its records listing the payments on the affected Class A1A Certificates, if any, that have been made by the Master Servicer and subsequently recovered from the affected Holders, and the dates on which such payments were made by the Master Servicer. (f) At the time of the execution hereof, and for the purposes hereof, the Master Servicer shall establish a separate special purpose trust account in the name of the Master Servicer for the benefit of Holders of the Class A1A Certificates (the “CIFG Account”) over which the Master Servicer shall have exclusive control and sole right of withdrawal. The CIFG Account shall be an Eligible Account. The Master Servicer shall deposit any amount paid under the Class A1A Policy into the CIFG Account and distribute such amount only for the purposes of making the payments to Holders of the Class A1A Certificates in respect of the Regular Payments for which the related claim was made under the Class A1A Policy. Such amounts shall be allocated by the Master Servicer to Holders of Class A1A 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 Distribution Account. However, any payments made on the Class A1A Certificates from funds in the CIFG Account shall be noted as provided in subsection (h) below. Funds held in the CIFG Account shall not be invested by the Master Servicer. (g) Any funds received from CIFG for deposit into the CIFG Account pursuant to the Class A1A Policy in respect of a Distribution Date or otherwise as a result of any claim under the Class A1A Policy shall be applied by the Master Servicer directly to the payment in full (i) of the Regular Payments due on such Distribution Date on the Class A1A Certificates, or (ii) of other amounts payable under the Class A1A Policy. Funds received by the Master Servicer as a result of any claim under the Class A1A Policy shall be used solely for payment to the Holders of the Class A1A Certificates and may not be applied for any other purpose, including, without limitation, satisfaction of any costs, expenses or liabilities of the Master Servicer, the Servicer or the Trust Fund. Any funds (other than funds deposited therein in respect of a Preference Amount payable under the Class A1A Policy) remaining in the CIFG Account on the first Business Day after each Distribution Date shall be remitted promptly to CIFG pursuant to the written instruction of CIFG. (h) The Master Servicer shall keep complete and accurate records in respect of (i) all funds remitted to it by CIFG and deposited into the CIFG Account and (ii) the allocation of such funds to payments of interest on and principal in respect of any Class A1A Certificates. CIFG shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days’ prior notice to the Master Servicer. (i) The Master Servicer acknowledges, and each Holder of a Class A1A Certificate by its acceptance of the Class A1A Certificate agrees, that, without the need for any further action on the part of CIFG or the Master Servicer, to the extent CIFG makes payments, directly or indirectly, on account of principal of or interest on any Class A1A Certificates, CIFG will be fully subrogated to the rights of the Noteholders Holders of such Class A1A Certificates to receive such principal and interest from the Trust Fund. The Holders of the Class A1A Certificates, by acceptance of the Class A1A Certificates, assign their rights as Holders of the Class A1A Certificates to the extent of CIFG’s interest with respect to amounts paid under the Class A1A Policy. Anything herein to the contrary notwithstanding, solely for purposes of determining CIFG’s rights, as applicable, as subrogee for payments distributable pursuant to Section 4.01, any payment with respect to distributions to the Class A1A Certificates which is made with funds received pursuant to the terms of the Class A1A Policy, shall not be considered payment of the Class A1A 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 A1A Certificates except to the extent such payment made under the Policy. Any rights of subrogation acquired by the Insurer as a result of any payment made under the Policy shall, in all respects, be subordinate and junior in right of payment has been reimbursed to CIFG pursuant to the prior indefeasible payment in full of all amounts due under the Notesterms hereof. (bj) Upon the Trustee or Master Servicer becoming aware of the occurrence of an Event of Default, the Trustee or Master Servicer shall promptly notify CIFG of such Event of Default. (k) The Owner Trustee hereby agrees on behalf or Master Servicer shall promptly notify CIFG of either of the Certificateholders following as to which a Responsible Officer of the Trustee or Master Servicer 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 each Certificateholder(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 A1A Certificates as to which it has actual knowledge. Each Holder of a Class A1A Certificate, by its acceptance purchase of its Class A1A Certificates, hereby agrees) for and the benefit of the Insurer that the Indenture Trustee shall recognize that to the extent the Insurer makes a payment under the Policy, either directly or indirectly (as by paying through the Indenture Trustee), to the Certificateholders, the Insurer will be entitled to be subrogated to the rights of the Certificateholders to the extent of such payment made under the Policy. Any rights of subrogation acquired by the Insurer as a result of any payment made under the Policy shall, in all respects, be subordinate and junior in right of payment to the prior indefeasible payment in full of all amounts due under the Certificates. (c) The Indenture Trustee, for itself and on behalf of the Noteholders, Master Servicer hereby agrees that the Insurer CIFG (so long as no CIFG Default exists) may at any time during the continuation of any proceeding relating to a Final Order Preference Claim direct all matters relating to such Final OrderPreference Claim, including including, without limitation, (i) the direction of any appeal of any order relating to such Final Order any Preference Claim and (ii) the posting of any surety, supersedeas supersedes or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Insurer CIFG shall be subrogated, to the extent of any payments made under the Policy, subrogated to the rights of the Depositor, the Seller, the Servicer, the Trust, the Indenture Trustee Master Servicer and the Noteholders each Holder of a Class A1A Certificate in the conduct of any preference claimPreference Claim, including including, without limitation, all rights of any party to any adversarial an adversary proceeding or action with respect to any court order issued in connection with any such preference claimPreference Claim. (dl) The Owner Servicer shall designate at least one CIFG Contact Person who shall be available to CIFG to provide reasonable access to information regarding the Mortgage Loans. The initial CIFG Contact Persons are the Servicing Officers. (m) The Trustee shall surrender the Class A1A Policy to CIFG for cancellation upon the reduction of the Class Principal Balance of the Class A1A Certificates to zero. (n) All notices, statements, reports, certificates or opinions required by this Agreement to be sent to the Master Servicer, the Trustee, for itself and on behalf the Rating Agencies or the Holders of the CertificateholdersClass A1A Certificates (including without limitation the reports prepared pursuant to Sections 3.19 and 3.20 and the statements prepared pursuant to Section 4.04) shall also be sent, hereby at the same time such reports are otherwise sent, by overnight delivery or telecopy to CIFG at CIFG Assurance North America, Inc., 000 Xxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, (000) 000-0000. (o) For so long as there is no continuing default by CIFG under its obligations under the Class A1A Policy (an “CIFG Default”), each Holder of a Class A1A Certificate agrees that the Insurer may at any time during the continuation of any proceeding relating to a Final Order direct all matters relating to such Final Order, including the direction of any appeal of any order relating to such Final Order and the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Insurer CIFG shall be subrogated, to the extent of any payments made under the Policy, to the rights of treated by the Depositor, the Seller, the Servicer, the TrustMaster Servicer and the Trustee as if CIFG were the Holder of all of the Class A1A Certificates for the purpose (and solely for the purpose) of the giving of any consent, the Owner Trustee making of any direction or the exercise of any voting or other control rights otherwise given to the Holders of the Class A1A Certificates hereunder and the Certificateholders in holders of the conduct Class A1A Certificates shall only exercise such rights with the prior written consent of any preference claim, including all rights of any party to any adversarial proceeding or action with CIFG. (p) With respect to any court order issued in connection with any such preference claim.this Section 4.10, (i) the terms “Receipt” and “

Policy Matters. (a) If, on the second Business Day before any Distribution Date, the Trustee determines that the funds that will be available for such Distribution Date distributable to the Holders of the Class II-A-2 Certificates pursuant to Section 5.04 will be insufficient to pay the related Regular Payments on such Distribution Date, the Trustee shall determine the amount of any such deficiency and shall give notice to the Certificate Insurer and the Fiscal Agent (as defined in the Class II-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 II-A-2 Policy by 12:00 noon, New York City time, on such second Business Day. The Indenture Trustee’s responsibility for delivering the notice to the Certificate Insurer, as provided in the preceding sentence is limited to the availability, timeliness and accuracy of the information provided by the Master Servicer. The Notice shall constitute a claim for payment pursuant to the Class II-A-2 Policy. (b) The Trustee shall receive as attorney-in-fact of each Holder of a Class II-A-2 Certificate, any Regular Payments from the Certificate Insurer and disburse the same to each Holder of a Class II-A-2 Certificate in accordance with the provisions of this Article V. Regular Payments disbursed by the Trustee from proceeds of the Class II-A-2 Policy shall not be considered payment by the Trust nor shall such payments discharge the obligation of the Trust with respect to such Class II-A-2 Certificate, and the Certificate Insurer shall become the owner of such unpaid amounts due from the Trust in respect of such Regular Payments as the deemed assignee of such Holder and shall be entitled to receive the Reimbursement Amount pursuant to Section 5.04. The Trustee hereby agrees on behalf of the Noteholders (and each Noteholder, by its acceptance Holder of its Notes, hereby agrees) a Class II-A-2 Certificate for the benefit of the Certificate Insurer that the Indenture Trustee shall it and they recognize that to the extent that the Certificate Insurer makes a payment under the PolicyRegular Payments, either directly or indirectly (as by paying through the Indenture TrusteeMaster Servicer), to the NoteholdersClass II-A-2 Certificateholders, the Certificate Insurer will be entitled to receive the Reimbursement Amount pursuant to Section 5.04. (c) It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to reimbursement on any Distribution Date for amounts previously paid by it unless on such Distribution Date the Holders of the Class II-A-2 Certificates shall also have received the full amount of the Regular Payments for such Distribution Date. (d) In the event the Trustee receives a certified copy of an order of the appropriate court that any payment of principal or interest on a Class II-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 the Certificate Insurer and the Fiscal Agent, if any, and (ii) comply with the provisions of the Class II-A-2 Policy to obtain payment by the Certificate Insurer of such voided payment. In addition, the Trustee shall provide notice to all Holders of the Class II-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 II-A-2 Policy a copy of which shall be made available to such Holders by the Trustee. The Trustee shall furnish to the Certificate Insurer and the Fiscal Agent, if any, its records listing the payments on the affected Class II-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. (e) 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 II-A-2 Certificates (the “Class II-A-2 Policy Payments Account”) over which the Trustee shall have exclusive control and sole right of withdrawal. The Class II-A-2 Policy Payments Account shall be an Eligible Account. The Trustee shall deposit any amount paid under the Class II-A-2 Policy into the Class II-A-2 Policy Payments Account and distribute such amount only for the purposes of making the payments to Holders of the Class II-A-2 Certificates in respect of the Regular Payments for which the related claim was made under the Class II-A-2 Policy. Such amounts shall be allocated by the Trustee to Holders of Class II-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 5.04. 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 II-A-2 Certificates from funds in the Class II-A-2 Policy Payments Account shall be noted as provided in subsection (h) below. Funds held in the Class II-A-2 Policy Payments Account shall not be invested by the Trustee. (f) Any funds received from the Certificate Insurer for deposit into the Class II-A-2 Policy Payments Account pursuant to the Class II-A-2 Policy in respect of a Distribution Date or otherwise as a result of any claim under the Class II-A-2 Policy shall be applied by the Trustee directly to the payment in full (i) of the Regular Payments due on such Distribution Date on the Class II-A-2 Certificates, or (ii) of other amounts payable under the Class II-A-2 Policy. Funds received by the Trustee as a result of any claim under the Class II-A-2 Policy shall be used solely for payment to the Holders of the Class II-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 (other than funds deposited therein in respect of a Preference Amount payable under the Class II-A-2 Policy) remaining in the Class II-A-2 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. (g) 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-2 Policy Payments Account and (ii) the allocation of such funds (A) to payments of interest on and principal in respect of any Class II-A-2 Certificates and (B) the amount of funds available to make distributions on the Class II-A-2 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. (h) The Trustee acknowledges, and each Holder of a Class II-A-2 Certificate by its acceptance of the Class II-A-2 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-2 Certificates, the Certificate Insurer will be fully subrogated to the rights of the Noteholders Holders of such Class II-A-2 Certificates to receive such principal and interest from the Trust Fund. The Holders of the Class II-A-2 Certificates, by acceptance of the Class II-A-2 Certificates, assign their rights as Holders of the Class II-A-2 Certificates to the extent of the Certificate Insurer’s interest with respect to amounts paid under the Class II-A-2 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-2 Certificates which is made with funds received pursuant to the terms of the Class II-A-2 Policy, shall not be considered payment of the Class II-A-2 Certificates from the Trust Fund and shall not result in the distribution or the provision for the distribution in reduction of the Class Principal Balance of the Class II-A-2 Certificates except to the extent such payment made under the Policy. Any rights of subrogation acquired by the Insurer as a result of any payment made under the Policy shall, in all respects, be subordinate and junior in right of payment has been reimbursed to the prior indefeasible payment in full of all amounts due under Certificate Insurer pursuant to the Notesterms hereof. (bi) Upon the Trustee becoming aware of the occurrence of an Event of Default, the Trustee shall promptly notify the Certificate Insurer of such Event of Default. (j) The Owner Trustee hereby agrees on behalf shall promptly notify the Certificate Insurer of either of the Certificateholders 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 each Certificateholder(B) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a “Preference Claim”) of any distribution made with respect to the Class II-A-2 Certificates as to which it has actual knowledge. Each Holder of a Class II-A-2 Certificate, by its acceptance purchase of its Class II-A-2 Certificates, hereby agrees) for and the benefit of the Insurer that the Indenture Trustee shall recognize that to the extent the Insurer makes a payment under the Policy, either directly or indirectly (as by paying through the Indenture Trustee), to the Certificateholders, the Insurer will be entitled to be subrogated to the rights of the Certificateholders to the extent of such payment made under the Policy. Any rights of subrogation acquired by the Insurer as a result of any payment made under the Policy shall, in all respects, be subordinate and junior in right of payment to the prior indefeasible payment in full of all amounts due under the Certificates. (c) The Indenture Trustee, for itself and on behalf of the Noteholders, 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 Final Order Preference Claim direct all matters relating to such Final OrderPreference Claim, including including, without limitation, (i) the direction of any appeal of any order relating to such Final Order any Preference Claim and (ii) the posting of any surety, supersedeas supersedes or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Certificate Insurer shall be subrogated, to the extent of any payments made under the Policy, subrogated to the rights of the Depositor, the Seller, the Servicer, the Trust, the Indenture Trustee and the Noteholders each Holder of a Class II-A-2 Certificate in the conduct of any preference claimPreference Claim, including including, without limitation, all rights of any party to any adversarial an adversary proceeding or action with respect to any court order issued in connection with any such preference claimPreference Claim. (dk) The Owner Master Servicer shall designate at least one 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, 000 Xxxxxx Xxxxx Xxxxx, Xxxxxx, Xxxxx 00000, Attention: Xxxxxxx Xxxxxxx, telephone: 000-000-0000. (l) The Trustee shall promptly surrender the Class II-A-2 Policy to the Certificate Insurer for cancellation upon the reduction of the Certificate Principal Balance of the Class II-A-2 Certificates to zero. (m) All notices, statements, reports, certificates or opinions required by this Agreement to be sent to the Trustee, for itself and on behalf the Rating Agencies or the Holders of the CertificateholdersClass II-A-2 Certificates shall also be sent, hereby at the same time such reports are otherwise sent, by overnight delivery or telecopy to the Certificate Insurer at the Certificate Insurer Assurance North America, Inc., 000 Xxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, (000) 000-0000. (n) For so long as there is no continuing default by the Certificate Insurer under its obligations under the Class II-A-2 Policy (a “Certificate Insurer Default”), each Holder of a Class II-A-2 Certificate agrees that the Insurer may at any time during the continuation of any proceeding relating to a Final Order direct all matters relating to such Final Order, including the direction of any appeal of any order relating to such Final Order and the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Certificate Insurer shall be subrogated, to the extent of any payments made under the Policy, to the rights of treated by the Depositor, the Seller, the Master Servicer and the Trustee as if the Certificate Insurer were the Holder of all of the Class II-A-2 Certificates. Unless it is in default under the terms of the Class II-A-2 Policy (a “Certificate Insurer Default”), each Class II-A-2 Certificateholder agrees that the Certificate Insurer shall be treated by the Depositor, the Master Servicer, the Trust, the Owner Trustee and the Seller as if the Certificate Insurer were the Holder of all Class II-A-2 Certificates and the Certificate Insurer will have the right to exercise all rights, including (without limitation) consent rights, voting rights and control rights otherwise given to the Class II-A-2 Certificateholders under this Agreement and other Transaction Documents without any further consent of the Holders of the Class II-A-2 Certificates and the Holders of the Class II-A-2 Certificates will not exercise any of such rights without the prior written consent of the Certificate Insurer. Once the Class II-A-2 Certificates have been paid in full, and any Reimbursement Amounts owed to the Certificate Insurer have been paid, these rights will terminate. (o) With respect to this Section 5.08, (i) the terms “Receipt” and “Received” shall mean actual delivery to the Certificate Insurer 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 the Certificate Insurer or banking institutions in the conduct City of New York, New York, or Paris, France or the city in which the Corporate Trust Office of the Trustee or the principal office of the Certificate Insurer or the Fiscal Agent is located, are authorized or obligated by law or executive order to be closed. If any preference claimnotice or certificate given under the Class II-A-2 Policy by the Trustee is not in proper form or is not properly completed, including all rights of any party executed or delivered, it shall be deemed not to any adversarial proceeding have been Received and the Certificate Insurer or action with respect to any court order issued in connection with any such preference claimits Fiscal Agent, if any, shall promptly so advise the Trustee and the Trustee may submit an amended notice.

Policy Matters. (a) The Indenture Trustee hereby agrees If, on the third Business Day before any Distribution Date, the Securities Administrator determines that the Available Funds for such Distribution Date distributable to the Holders of the Class 2-A-4 Certificates pursuant to Section 5.02 will be insufficient to pay the Insured Payment on such Distribution Date, the Securities Administrator on behalf of the Noteholders Trustee shall determine the amount of any such deficiency and shall give notice to the Trustee, the Certificate Insurer and the Fiscal Agent (and each Noteholderas defined in the Certificate Policy), if any, by telephone or telecopy of the amount of such deficiency, confirmed in writing, and such notice shall be acknowledged by the Trustee, by notice substantially in the form of Exhibit A to the Certificate Policy by 12:00 noon, New York City time on such third Business Day. The Securities Administrator's responsibility for delivering the notice to the Certificate Insurer as provided in the preceding sentence is limited to the availability, timeliness and accuracy of the information provided by the Master Servicer and the Servicer. (b) In the event the Securities Administrator receives a certified copy of an order of the appropriate court that any scheduled payment of principal or interest on a Class 2-A-4 Certificate has been voided in whole or in part as a preference payment under applicable bankruptcy law, the Securities Administrator shall (i) promptly notify the Certificate Insurer and the Fiscal Agent, if any, and (ii) comply with the provisions of the Certificate Policy to obtain payment by the Certificate Insurer of such voided scheduled payment. In addition, the Securities Administrator shall mail notice to all Holders of the Class 2-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 Certificate Policy a copy of which shall be made available to such Holders by the Securities Administrator. The Securities Administrator shall furnish to the Certificate Insurer and the Fiscal Agent, if any, its acceptance records listing the payments on the affected Class 2-A-4 Certificates, if any, that have been made by the Securities Administrator and subsequently recovered from the affected Holders, and the dates on which such payments were made by the Securities Administrator. (c) At the time of its Notesthe execution hereof, hereby agrees) and for the purposes hereof, the Securities Administrator shall establish a separate special purpose trust account in the name of the Securities Administrator for the benefit of Holders of the Insurer that Class 2-A-4 Certificates (the Indenture Trustee "Certificate Insurance Account") over which the Securities Administrator shall recognize that to the extent the Insurer makes a payment have exclusive control and sole right of withdrawal. The Certificate Insurance Account shall be an Eligible Account. The Securities Administrator shall deposit any amount paid under the Policy, either directly or indirectly (as by paying through Certificate Policy into the Indenture Trustee), Certificate Insurance Account and distribute such amount only for the purposes of making the payments to the Noteholders, the Insurer will be entitled to be subrogated to the rights Holders of the Noteholders to Class 2-A-4 Certificates in respect of the extent of such payment Insured Payment for which the related claim was made under the Certificate Policy. Any rights of subrogation acquired Such amounts shall be allocated by the Securities Administrator to Holders of Class 2-A-4 Certificates affected by such shortfalls in the same manner as principal and interest payments are to be allocated with 77 respect to such Certificates pursuant to Section 5.02. 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 2-A-4 Certificates from funds in the Certificate Insurance Account shall be noted as provided in subsection (e) below. Funds held in the Certificate Insurance Account shall not be invested by the Securities Administrator. (d) Any funds received from the Certificate Insurer for deposit into the Certificate Insurance Account pursuant to the Class 2-A-4 Policy in respect of a Distribution Date or otherwise as a result of any payment made claim under the Certificate Policy shall, in all respects, shall be subordinate and junior in right of payment applied by the Securities Administrator directly to the prior indefeasible payment in full (i) of all the Insured Payment due on such Distribution Date on the Class 2-A-4 Certificates, or (ii) of other amounts due payable under the Notes. (b) The Owner Trustee hereby agrees on behalf of the Certificateholders (and each Certificateholder, by its acceptance of its Certificates, hereby agrees) for the benefit of the Insurer that the Indenture Trustee shall recognize that to the extent the Insurer makes a payment under the Policy, either directly or indirectly (as by paying through the Indenture Trustee), to the Certificateholders, the Insurer will be entitled to be subrogated to the rights of the Certificateholders to the extent of such payment made under the Certificate Policy. Any rights of subrogation acquired Funds received by the Insurer Securities Administrator as a result of any payment made claim under the Certificate Policy shall, in all respects, shall be subordinate and junior in right of used solely for payment to the prior indefeasible payment Holders of the Class 2-A-4 Certificates and may not be applied for any other purpose, including, without limitation, satisfaction of any costs, expenses or liabilities of the Securities Administrator, the Master Servicer or the Trust Fund. Any funds remaining in full of all amounts due under the CertificatesCertificate Insurance Account on the first Business Day after each Distribution Date shall be remitted promptly to the Certificate Insurer in accordance with the instructions provided by the Certificate Insurer to the Securities Administrator. (ce) The Indenture Trustee, for itself Securities Administrator shall keep complete and accurate records in respect of (i) all funds remitted to it by the Certificate Insurer and deposited into the Certificate Insurance Account and (ii) the allocation of such funds to (A) payments of interest on behalf of the Noteholders, hereby agrees that the Insurer may at any time during the continuation and principal in respect of any proceeding relating to a Final Order direct all matters relating to such Final OrderClass 2-A-4 Certificates, including the direction of any appeal of any order relating to such Final Order and 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, (B) Realized Losses allocated to the extent Class 2-A-4 Certificates and (C) the amount of any payments made under funds available to make distributions on the Policy, Class 2-A-4 Certificates pursuant to the rights of the Depositor, the Seller, the Servicer, the Trust, the Indenture Trustee and the Noteholders in the conduct of any preference claim, including all rights of any party to any adversarial proceeding or action with respect to any court order issued in connection with any such preference claimSection 5. (d) The Owner Trustee, for itself and on behalf of the Certificateholders, hereby agrees that the Insurer may at any time during the continuation of any proceeding relating to a Final Order direct all matters relating to such Final Order, including the direction of any appeal of any order relating to such Final Order and 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 extent of any payments made under the Policy, to the rights of the Depositor, the Seller, the Servicer, the Trust, the Owner Trustee and the Certificateholders in the conduct of any preference claim, including all rights of any party to any adversarial proceeding or action with respect to any court order issued in connection with any such preference claim.

Policy Matters. (a1) The Indenture Trustee hereby agrees on behalf of the Noteholders (and each Noteholder, by its acceptance of its Notes, hereby agrees) for the benefit of the Insurer that the Indenture Trustee shall recognize that to the extent the Insurer makes a payment under the Policy, either directly or indirectly (as by paying through the Indenture Trustee), to the Noteholders, the Insurer will be entitled to be subrogated to the rights of the Noteholders to the extent of such payment made under the Policy. Any rights of subrogation acquired by the Insurer as a result of any payment made under the Policy shall, in all respects, be subordinate and junior in right of payment to the prior indefeasible payment in full of all amounts due under the Notes. (b) The Owner Trustee hereby agrees on behalf of the Certificateholders (and each Certificateholder, by its acceptance of its Certificates, hereby agrees) for the benefit of the Insurer that the Indenture Trustee shall recognize that to the extent the Insurer makes a payment under the Policy, either directly or indirectly (as by paying through the Indenture Trustee), to the Certificateholders, the Insurer will be entitled to be subrogated to the rights of the Certificateholders to the extent of such payment made under the Policy. Any rights of subrogation acquired by the Insurer as a result of any payment made under the Policy shall, in all respects, be subordinate and junior in right of payment to the prior indefeasible payment in full of all amounts due under the Certificates. (c2) The Indenture Trustee, for itself and on behalf of the Noteholders, hereby agrees that the Insurer may at any time during the continuation of any proceeding relating to a Final Order Order, provided that no Insurer Default shall have occurred and be continuing, direct all matters relating to such Final Order, including including, without limitation, the direction of any appeal of any order relating to such Final Order and 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 extent of any payments made under the PolicyPolicy relating to a Final Order, to the rights of the Depositor, the SellerServicer, the ServicerSeller, the Trust, the Indenture Trustee and the Noteholders in the conduct of any preference claimclaim relating to a Final Order, including including, without limitation, all rights of any party to any adversarial proceeding or action with respect to any court order issued in connection with any such preference claim. (d) The Owner Trustee; PROVIDED, for itself and on behalf of the Certificateholders, hereby agrees that the Insurer may at any time during the continuation of any proceeding relating to a Final Order direct all matters relating to such Final Order, including the direction of any appeal of any order relating to such Final Order and the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Insurer subrogation rights shall be subrogated, remain subject to the extent last sentence of any payments made under the Policy, to the rights paragraph (a) of the Depositor, the Seller, the Servicer, the Trust, the Owner Trustee and the Certificateholders in the conduct of any preference claim, including all rights of any party to any adversarial proceeding or action with respect to any court order issued in connection with any such preference claimthis Section 3.9.

Policy Matters. (a) If, on the third Business Day before any Distribution Date, the Trustee determines that the funds that will be available for such Distribution Date distributable to the Holders of the Class II-A-2 Certificates pursuant to Section 5.04 will be insufficient to pay the related Regular Payments on such Distribution Date, the Trustee shall determine the amount of any such deficiency and shall give notice to the Certificate Insurer and the Fiscal Agent (as defined in the Class II-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 II-A-2 Policy by 12:00 noon, New York City time, on such third Business Day. The Indenture Trustee’s responsibility for delivering the notice to the Certificate Insurer, as provided in the preceding sentence is limited to the availability, timeliness and accuracy of the information provided by the Master Servicer. The Notice shall constitute a claim for payment pursuant to the Class II-A-2 Policy. (b) The Trustee shall receive as attorney-in-fact of each Holder of a Class II-A-2 Certificate, any Regular Payments from the Certificate Insurer and disburse the same to each Holder of a Class II-A-2 Certificate in accordance with the provisions of this Article V. Regular Payments disbursed by the Trustee from proceeds of the Class II-A-2 Policy shall not be considered payment by the Trust nor shall such payments discharge the obligation of the Trust with respect to such Class II-A-2 Certificate, and the Certificate Insurer shall become the owner of such unpaid amounts due from the Trust in respect of such Regular Payments as the deemed assignee of such Holder and shall be entitled to receive the Reimbursement Amount pursuant to Section 5.04. The Trustee hereby agrees on behalf of the Noteholders (and each Noteholder, by its acceptance Holder of its Notes, hereby agrees) a Class II-A-2 Certificate for the benefit of the Certificate Insurer that the Indenture Trustee shall it and they recognize that to the extent that the Certificate Insurer makes a payment under the PolicyRegular Payments, either directly or indirectly (as by paying through the Indenture TrusteeMaster Servicer), to the NoteholdersClass II-A-2 Certificateholders, the Certificate Insurer will be entitled to receive the Reimbursement Amount pursuant to Section 5.04. (c) It is understood and agreed that the intention of the parties is that the certificate insurer shall not be entitled to reimbursement on any Distribution Date for amounts previously paid by it unless on such Distribution Date the Holders of the Class II-A-2 Certificates shall also have received the full amount of the Regular Payments for such Distribution Date. (d) In the event the Trustee receives a certified copy of an order of the appropriate court that any payment of principal or interest on a Class II-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 the Certificate Insurer and the Fiscal Agent, if any, and (ii) comply with the provisions of the Class II-A-2 Policy to obtain payment by the Certificate Insurer of such voided payment. In addition, the Trustee shall provide notice to all Holders of the Class II-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 II-A-2 Policy a copy of which shall be made available to such Holders by the Trustee. The Trustee shall furnish to the Certificate Insurer and the Fiscal Agent, if any, its records listing the payments on the affected Class II-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. (e) 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 II-A-2 Certificates (the “Class II-A-2 Policy Payments Account”) over which the Trustee shall have exclusive control and sole right of withdrawal. The Class II-A-2 Policy Payments Account shall be an Eligible Account. The Trustee shall deposit any amount paid under the Class II-A-2 Policy into the Class II-A-2 Policy Payments Account and distribute such amount only for the purposes of making the payments to Holders of the Class II-A-2 Certificates in respect of the Regular Payments for which the related claim was made under the Class II-A-2 Policy. Such amounts shall be allocated by the Trustee to Holders of Class II-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 5.04. 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 II-A-2 Certificates from funds in the Class II-A-2 Policy Payments Account shall be noted as provided in subsection (h) below. Funds held in the Class II-A-2 Policy Payments Account shall not be invested by the Trustee. (f) Any funds received from the Certificate Insurer for deposit into the Class II-A-2 Policy Payments Account pursuant to the Class II-A-2 Policy in respect of a Distribution Date or otherwise as a result of any claim under the Class II-A-2 Policy shall be applied by the Trustee directly to the payment in full (i) of the Regular Payments due on such Distribution Date on the Class II-A-2 Certificates, or (ii) of other amounts payable under the Class II-A-2 Policy. Funds received by the Trustee as a result of any claim under the Class II-A-2 Policy shall be used solely for payment to the Holders of the Class II-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 (other than funds deposited therein in respect of a Preference Amount payable under the Class II-A-2 Policy) remaining in the Class II-A-2 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. (g) 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-2 Policy Payments Account and (ii) the allocation of such funds (A) to payments of interest on and principal in respect of any Class II-A-2 Certificates and (B) the amount of funds available to make distributions on the Class II-A-2 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. (h) The Trustee acknowledges, and each Holder of a Class II-A-2 Certificate by its acceptance of the Class II-A-2 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-2 Certificates, the Certificate Insurer will be fully subrogated to the rights of the Noteholders Holders of such Class II-A-2 Certificates to receive such principal and interest from the Trust Fund. The Holders of the Class II-A-2 Certificates, by acceptance of the Class II-A-2 Certificates, assign their rights as Holders of the Class II-A-2 Certificates to the extent of the Certificate Insurer’s interest with respect to amounts paid under the Class II-A-2 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-2 Certificates which is made with funds received pursuant to the terms of the Class II-A-2 Policy, shall not be considered payment of the Class II-A-2 Certificates from the Trust Fund and shall not result in the distribution or the provision for the distribution in reduction of the Class Principal Balance of the Class II-A-2 Certificates except to the extent such payment made under the Policy. Any rights of subrogation acquired by the Insurer as a result of any payment made under the Policy shall, in all respects, be subordinate and junior in right of payment has been reimbursed to the prior indefeasible payment in full of all amounts due under Certificate Insurer pursuant to the Notesterms hereof. (bi) Upon the Trustee becoming aware of the occurrence of an Event of Default, the Trustee shall promptly notify the Certificate Insurer of such Event of Default. (j) The Owner Trustee hereby agrees on behalf shall promptly notify the Certificate Insurer of either of the Certificateholders 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 each Certificateholder(B) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a “Preference Claim”) of any distribution made with respect to the Class II-A-2 Certificates as to which it has actual knowledge. Each Holder of a Class II-A-2 Certificate, by its acceptance purchase of its Class II-A-2 Certificates, hereby agrees) for and the benefit of the Insurer that the Indenture Trustee shall recognize that to the extent the Insurer makes a payment under the Policy, either directly or indirectly (as by paying through the Indenture Trustee), to the Certificateholders, the Insurer will be entitled to be subrogated to the rights of the Certificateholders to the extent of such payment made under the Policy. Any rights of subrogation acquired by the Insurer as a result of any payment made under the Policy shall, in all respects, be subordinate and junior in right of payment to the prior indefeasible payment in full of all amounts due under the Certificates. (c) The Indenture Trustee, for itself and on behalf of the Noteholders, 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 Final Order Preference Claim direct all matters relating to such Final OrderPreference Claim, including including, without limitation, (i) the direction of any appeal of any order relating to such Final Order any Preference Claim and (ii) the posting of any surety, supersedeas supersedes or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Certificate Insurer shall be subrogated, to the extent of any payments made under the Policy, subrogated to the rights of the Depositor, the Seller, the Servicer, the Trust, the Indenture Trustee and the Noteholders each Holder of a Class II-A-2 Certificate in the conduct of any preference claimPreference Claim, including including, without limitation, all rights of any party to any adversarial an adversary proceeding or action with respect to any court order issued in connection with any such preference claimPreference Claim. (dk) The Owner Master Servicer shall designate at least one Certificate Insurer Contact Person who shall be available to the Certificate Insurer to provide reasonable access to information regarding the Mortgage Loans. The initial Certificate Insurer Contact Persons are the Servicing Officers. (l) The Trustee shall promptly surrender the Class II-A-2 Policy to the Certificate Insurer for cancellation upon the reduction of the Certificate Principal Balance of the Class II-A-2 Certificates to zero. (m) All notices, statements, reports, certificates or opinions required by this Agreement to be sent to the Trustee, for itself and on behalf the Rating Agencies or the Holders of the CertificateholdersClass II-A-2 Certificates shall also be sent, hereby at the same time such reports are otherwise sent, by overnight delivery or telecopy to the Certificate Insurer at the Certificate Insurer Assuarance North America, Inc., 000 Xxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, (000) 000-0000. (n) For so long as there is no continuing default by the Certificate Insurer under its obligations under the Class II-A-2 Policy (a “Certificate Insurer Default”), each Holder of a Class II-A-2 Certificate agrees that the Insurer may at any time during the continuation of any proceeding relating to a Final Order direct all matters relating to such Final Order, including the direction of any appeal of any order relating to such Final Order and the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Certificate Insurer shall be subrogated, to the extent of any payments made under the Policy, to the rights of treated by the Depositor, the Seller, the Master Servicer and the Trustee as if the Certificate Insurer were the Holder of all of the Class II-A-2 Certificates. Unless it is in default under the terms of the Class II-A-2 Policy (a “Certificate Insurer Default”), each Class II-A-2 Certificateholder agrees that the Certificate Insurer shall be treated by the Depositor, the Master Servicer, the Trust, the Owner Trustee and the Seller as if the Certificate Insurer were the Holder of all Class II-A-2 Certificates and the Certificate Insurer will have the right to exercise all rights, including (without limitation) consent rights, voting rights and control rights otherwise given to the Class II-A-2 Certificateholders under this Agreement and other Transaction Documents without any further consent of the Holders of the Class II-A-2 Certificates and the Holders of the Class II-A-2 Certificates will not exercise any of such rights without the prior written consent of the Certificate Insurer. Once the Class II-A-2 Certificates have been paid in full, and any Reimbursement Amounts owed to the Certificate Insurer have been paid, these rights will terminate. (o) With respect to this Section 5.08, (i) the terms “Receipt” and “Received” shall mean actual delivery to the Certificate Insurer 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 the Certificate Insurer or banking institutions in the conduct City of New York, New York, or Paris, France or the city in which the Corporate Trust Office of the Trustee or the principal office of the Certificate Insurer or the Fiscal Agent is located, are authorized or obligated by law or executive order to be closed. If any preference claimnotice or certificate given under the Class II-A-2 Policy by the Trustee is not in proper form or is not properly completed, including all rights of any party executed or delivered, it shall be deemed not to any adversarial proceeding have been received and the Certificate Insurer or action with respect to any court order issued in connection with any such preference claimits Fiscal Agent, if any, shall promptly so advise the Trustee and the Trustee may submit an amended notice.

Policy Matters. (a) The Simultaneously with the issuance of the Notes, the Note Insurer will deliver the Note Insurance Policy to the Indenture Trustee for the benefit of each Noteholder. If for any Payment Date, the Securities Administrator determines that the funds that will be available for such Payment Date distributable to the Noteholders pursuant to Section 7.7 will be insufficient to pay the related Insured Payments on such Payment Date, the Securities Administrator shall determine the amount of any such deficiency and shall submit a claim for payment pursuant to the note Insurance Policy to the Note Insurer and the Fiscal Agent (as defined in the Note Insurance Policy), if any, by telephone or telecopy of the amount of such deficiency, confirmed in writing by notice to the Note Insurer by 12:00 noon, New York City time, on such second Business Day. The Securities Administrator’s responsibility for delivering the notice to the Note Insurer, as provided in the preceding sentence is limited to the availability, timeliness and accuracy of the information provided by the Servicer. (b) Payment of claims on the Note Insurance Policy made in respect of Insured Payments will be made by the Note Insurer following Receipt by the Note Insurer of the appropriate notice for payment on the later to occur of (i) 12:00 noon, New York City time, on the second Business Day following Receipt of such notice for payment, and (ii) 12:00 noon, New York City time, on the date on which such payment was due on the Notes. (c) The Noteholders and the Indenture Trustee hereby authorize the Securities Administrator to make the assignments and acknowledgments on behalf of the Noteholders and the Indenture Trustee that are set forth in the form of notice that is attached as an exhibit to the Note Insurance Policy. (d) The Securities Administrator shall receive as attorney-in-fact of each Noteholder, any Insured Payments from the Note Insurer and disburse the same to each Noteholder in accordance with the provisions of this Article VII. Insured Payments disbursed by the Securities Administrator from proceeds of the Note Insurance Policy shall not be considered payment by the Issuer nor shall such payments discharge the obligation of the Issuer with respect to such Notes, and the Note Insurer shall become the owner of such unpaid amounts due from the Issuer in respect of such Insured Payments as the deemed assignee of such Noteholder and shall be entitled to receive the related payments made pursuant to Section 7.7. The Securities Administrator hereby agrees on behalf of the Noteholders (and each Noteholder, by its acceptance of its Notes, hereby agrees) Noteholder for the benefit of the Note Insurer that the Indenture Trustee shall it and they recognize that to the extent the that Note Insurer makes a payment under the PolicyInsured Payments, either directly or indirectly (as by paying through the Indenture TrusteeSecurities Administrator), to the Noteholders, the Note Insurer will be entitled to receive the reimbursement therefor as provided in Section 7.7. (e) It is understood and agreed that the intention of the parties is that the Note Insurer shall not be entitled to reimbursement on any Payment Date for amounts previously paid by it unless on such Payment Date the Noteholders shall also have received the full amount of the Insured Payments for such Payment Date. (f) If payment of any amount avoided as a preference under applicable bankruptcy, insolvency, receivership or similar law is required to be made under the Note Insurance Policy, the Note Insurer shall cause such payment to be made on the later of (a) the date when due to be paid pursuant to the Order referred to below or (b) the first to occur of (i) the fourth Business Day following Receipt by the Note Insurer from the Securities Administrator of (A) a certified copy of the order (the “Order”) of the court or other governmental body which exercised jurisdiction to the effect that the Noteholder is required to return principal or interest paid on the Notes during the term of the Note Insurance Policy because such payments were avoidable as preference payments under applicable bankruptcy law, (B) a certificate of the Noteholder that the Order has been entered and is not subject to any stay, and (C) an assignment duly executed and delivered by the Noteholder, in such form as is reasonably required by the Note Insurer and provided to the Noteholder by the Note Insurer, irrevocably assigning to the Note Insurer all rights and claims of the Noteholder relating to or arising under the Notes against the Issuer or otherwise with respect to such preference payment, or (ii) the date of Receipt by the Note Insurer from the Securities Administrator of the items referred to in clauses (A), (B) and (C) above if, at least four Business Days prior to such date of Receipt, the Note Insurer shall have Received written notice from the Securities Administrator that such items were to be delivered on such date and such date was specified in such notice. Such payment shall be disbursed to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order and not to the Trustee or any Noteholder directly (unless a Noteholder has previously paid such amount to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order, in which case such payment shall be disbursed to the Securities Administrator for distribution to such Noteholder upon proof of such payment reasonably satisfactory to the Note Insurer). In connection with the foregoing, the Note Insurer shall have the rights provided pursuant to the Indenture. (g) At the time of the execution hereof, and for the purposes hereof, the Securities Administrator shall establish a separate special purpose trust account in the name of the Securities Administrator for the benefit of Noteholders (the “Note Insurer Account”) over which the Securities Administrator shall have exclusive control and sole right of withdrawal. The Note Insurer Account shall be an Eligible Account. The Securities Administrator shall deposit any amount paid under the Note Insurance Policy into the Note Insurer Account and distribute such amount only for the purposes of making the payments to Noteholders in respect of the Insured Payments for which the related claim was made under the Note Insurance Policy. Such amounts shall be allocated by the Securities Administrator to Noteholders affected by such shortfalls in the same manner as principal and interest payments are to be allocated with respect to such Notes pursuant to Section 7.7. 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 Payment Account. However, any payments made on the Notes from funds in the Note Insurer Account shall be noted as provided in subsection (j) below. Funds held in the Note Insurer Account shall not be invested by the Securities Administrator. If on any Payment Date, the Securities Administrator determines that the Note Insurer has paid more under the Note Insurance Policy than is required by the terms thereof, the Securities Administrator shall promptly return the excess amount to the Note Insurer. (h) Any funds received from Note Insurer for deposit into the Note Insurer Account pursuant to the Note Insurance Policy in respect of a Payment Date or otherwise as a result of any claim under the Note Insurance Policy shall be applied by the Securities Administrator directly to the payment in full (i) of the Insured Payments due on such Payment Date on the Notes, or (ii) of other amounts payable under the Note Insurance Policy. Funds received by the Securities Administrator as a result of any claim under the Note Insurance Policy shall be used solely for payment to the Noteholders and may not be applied for any other purpose, including, without limitation, satisfaction of any costs, expenses or liabilities of the Securities Administrator, the Servicer, the Master Servicer or the Trust Fund. (i) The Securities Administrator shall keep complete and accurate records in respect of (i) all funds remitted to it by Note Insurer and deposited into the Note Insurer Account and (ii) the allocation of such funds to payments of interest on and principal in respect of any Notes. The Note Insurer shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days’ prior notice to the Securities Administrator. (j) The Securities Administrator acknowledges, and each Noteholder by its acceptance of the Note agrees, that, without the need for any further action on the part of Note Insurer or the Securities Administrator, to the extent Note Insurer makes payments, directly or indirectly, on account of principal of or interest on any Notes, Note Insurer will be fully subrogated to the rights of the Noteholders to receive such principal and interest from the extent Trust Fund. The Noteholders, by acceptance of such payment made under the Policy. Any rights of subrogation acquired by the Insurer as a result of any payment made under the Policy shall, in all respects, be subordinate and junior in right of payment to the prior indefeasible payment in full of all amounts due under the Notes. (b) The Owner Trustee hereby agrees on behalf of the Certificateholders (and each Certificateholder, by its acceptance of its Certificates, hereby agrees) for the benefit of the Insurer that the Indenture Trustee shall recognize that to the extent the Insurer makes a payment under the Policy, either directly or indirectly (assign their rights as by paying through the Indenture Trustee), to the Certificateholders, the Insurer will be entitled to be subrogated to the rights of the Certificateholders Noteholders to the extent of Note Insurer’s interest with respect to amounts paid under the Note Insurance Policy. Anything herein to the contrary notwithstanding, solely for purposes of determining the Note Insurer’s rights, as applicable, as subrogee for payments distributable pursuant to Section 7.7, any payment with respect to distributions to the Notes which is made with funds received pursuant to the terms of the Note Insurance Policy, shall not be considered payment of the Notes 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 Notes except to the extent such payment made under has been reimbursed to Note Insurer pursuant to the Policyterms hereof. Any To evidence such subrogation, the Securities Administrator shall note the Note Insurer’s rights as subrogee upon the Note Register or its other records in accordance with the Securities Administrator’s customary procedures upon receipt from the Note Insurer of subrogation acquired by the Insurer as a result proof of payment of any payment made under the Policy shall, in all respects, be subordinate and junior in right of payment to the prior indefeasible payment in full of all amounts due under the CertificatesInsured Payment. (ck) Upon a Responsible Officer of the Securities Administrator having actual knowledge of the occurrence of a Servicer Event of Default or Master Servicer Event of Default, the Securities Administrator shall promptly notify the Note Insurer of such Servicer Event of Default or Master Servicer Event of Default, as applicable. (l) The Indenture Trustee, for itself and on behalf Securities Administrator shall promptly notify Note Insurer of either of the Noteholdersfollowing as to which a Responsible 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 Insolvency Proceeding seeking the avoidance as a preferential transfer (a “Preference Claim”) of any distribution made with respect to the Notes as to which it has actual knowledge. Each Noteholder, by its purchase of Notes, and the Securities Administrator hereby agrees that the Note Insurer (so long as no Note Insurer Default exists) may at any time during the continuation of any proceeding relating to a Final Order Preference Claim direct all matters relating to such Final OrderPreference Claim, including including, without limitation, (i) the direction of any appeal of any order relating to such Final Order any Preference Claim and (ii) the posting of any surety, supersedeas supersedes or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Note Insurer shall be subrogated, to the extent of any payments made under the Policy, subrogated to the rights of the Depositor, the Seller, the Servicer, the Trust, the Indenture Trustee Securities Administrator and the Noteholders each Noteholder in the conduct of any preference claimPreference Claim, including including, without limitation, all rights of any party to any adversarial an adversary proceeding or action with respect to any court order issued in connection with any such preference claimPreference Claim. (dm) The Owner Trustee, Servicer shall designate at least one Note Insurer Contact Person who shall be available to the Note Insurer to provide reasonable access to information regarding the Mortgage Loans. The initial Note Insurer Contact Persons are the Servicing Officers. (n) The Indenture Trustee shall surrender the Note Insurance Policy to the Note Insurer for itself and on behalf cancellation upon the reduction of the CertificateholdersClass Principal Amount of the Notes to zero and the payment of all Current Interest to the Noteholders. (o) All notices, hereby statements, reports, certificates or opinions required by this Agreement to be sent to the Securities Administrator, the Rating Agencies or the Noteholders (including without limitation the reports prepared pursuant to Sections 7.11) shall also be sent, at the same time such reports are otherwise sent, by overnight delivery, telecopy or email to Note Insurer at Financial Security Assurance Inc., 30 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, mxxxxxxxxx@xxx.xxx. (p) For so long as there is no continuing default by Note Insurer under its obligations under the Note Insurance Policy (a “Note Insurer Default”), each Noteholder agrees that the Insurer may at any time during the continuation of any proceeding relating to a Final Order direct all matters relating to such Final Order, including the direction of any appeal of any order relating to such Final Order and the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Note Insurer shall be subrogated, to the extent of any payments made under the Policy, to the rights of treated by the Depositor, the Seller, the Servicer, the TrustMaster Servicer and the Securities Administrator as if Note Insurer were the Noteholders for the purpose (and solely for the purpose) of the giving of any consent, the Owner Trustee making of any direction or the exercise of any voting or other control rights otherwise given to the Noteholders hereunder and the Certificateholders Noteholders shall only exercise such rights with the prior written consent of Note Insurer. (q) With respect to this Section 7.8, (i) the terms “Receipt”, “Received”, and “Business Day” shall have the meanings assigned to them in the conduct Note Insurance Policy. If any notice or certificate given under the Note Insurance Policy by the Securities Administrator is deemed not to have been Received, the Note Insurer or its Fiscal Agent, if any, shall promptly so advise the Securities Administrator and the Securities Administrator may submit an amended notice. (r) The Note Insurer shall be an express third party beneficiary of this Agreement for the purpose of enforcing the provisions hereof to the extent of Note Insurer’s rights explicitly specified herein as if a party hereto. (s) The Securities Administrator, the Servicer and the Master Servicer shall cooperate with any reasonable request by the Note Insurer to preserve or enforce the rights granted to Note Insurer hereunder. (t) The Indenture Trustee designates, appoints, authorizes and directs the Securities Administrator to deliver on behalf of the Indenture Trustee the notice in the form of Exhibit A to the Note Insurance Policy in accordance with this Section 7.8 and to make, on behalf of and with full power to bind the Indenture Trustee, any of the agreements, assignments or covenants of the Indenture Trustee contained therein. To the extent necessary, this Agreement shall constitute an irrevocable limited power of attorney, coupled with an interest, from the Indenture Trustee to the Securities Administrator, to accomplish the foregoing. (u) All references herein to the Notes and to the interest of any preference claim, including all rights of any party Noteholders shall be without regard to any adversarial proceeding or action with respect to any court order issued in connection with any such preference claimthe Note Insurance Policy.

Policy Matters. (a) The Indenture Trustee hereby agrees on behalf of the Class A Noteholders (and each Class A Noteholder, by its acceptance of its Class A Notes, hereby agrees) for the benefit of the Insurer that the Indenture Trustee shall recognize that to the extent the Insurer makes a payment under the Policy, either directly or indirectly (as by paying through the Indenture Trustee), to the Class A Noteholders, the Insurer will be entitled to be subrogated to the rights of the Class A Noteholders to the extent of such payment made under the Policy. Any rights of subrogation acquired by the Insurer as a result of any payment made under the Policy shall, in all respects, be subordinate and junior in right of payment to the prior indefeasible payment in full of all amounts due under the Class A Notes. (b) The Owner Trustee hereby agrees on behalf of the Certificateholders (and each Certificateholder, by its acceptance of its Certificates, hereby agrees) for the benefit of the Insurer that the Indenture Trustee shall recognize that to the extent the Insurer makes a payment under the Policy, either directly or indirectly (as by paying through the Indenture Trustee), to the Certificateholders, the Insurer will be entitled to be subrogated to the rights of the Certificateholders to the extent of such payment made under the Policy. Any rights of subrogation acquired by the Insurer as a result of any payment made under the Policy shall, in all respects, be subordinate and junior in right of payment to the prior indefeasible payment in full of all amounts due under the Certificates. (c) The Indenture Trustee, for itself and on behalf of the Noteholders, hereby agrees that the Insurer may at any time during the continuation of any proceeding relating to a Final Order Order, provided that no Insurer Default shall have occurred and be continuing, direct all matters relating to such Final Order, including including, without limitation, the direction of any appeal of any order relating to such Final Order and 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 extent of any payments made under the PolicyPolicy relating to a Final Order, to the rights of the Depositor, the SellerServicer, the ServicerSeller, the Trust, the Indenture Trustee and the Class A Noteholders in the conduct of any preference claimclaim relating to a Final Order, including including, without limitation, all rights of any party to any adversarial proceeding or action with respect to any court order issued in connection with any such preference claim. (d) The Owner Trustee; PROVIDED, for itself and on behalf of the Certificateholders, hereby agrees that the Insurer may at any time during the continuation of any proceeding relating to a Final Order direct all matters relating to such Final Order, including the direction of any appeal of any order relating to such Final Order and the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Insurer subrogation rights shall be subrogated, remain subject to the extent last sentence of any payments made under the Policy, to the rights PARAGRAPH (a) of the Depositor, the Seller, the Servicer, the Trust, the Owner Trustee and the Certificateholders in the conduct of any preference claim, including all rights of any party to any adversarial proceeding or action with respect to any court order issued in connection with any such preference claimthis SECTION 3.10.

Policy Matters. (a) As soon as possible, and in no event later than 11:00 a.m., New York time, on the third Business Day immediately preceding each Distribution Date, based solely on the information provided to the Trustee by the Servicers on or before the related Determination Date, the Trustee shall determine the amount of funds available for such Distribution Date minus the amount of any FSA Premium and any Trustee Fee to be paid on such Distribution Date. If for any Distribution Date the Trustee determines that the funds available for distribution to the Holders of the Class A-2 Certificates pursuant to Section 4.02 will be insufficient to pay the Guaranteed Distribution, the Trustee shall complete a notice in the form set forth as Exhibit A to the FSA Policy (the "Notice") and shall submit such Notice to the Fiscal Agent (as defined in the FSA Policy) no later than 12:00 noon, New York time, on the third Business Day preceding such Distribution Date. The Indenture Trustee hereby agrees Notice shall constitute a claim for an Insured Payment pursuant to the FSA Policy. Upon receipt of the Insured Payment, on behalf of the Noteholders (Holders of the Class A-2 Certificates, the Trustee shall deposit such Insured Payment in the Distribution Account and shall distribute such Insured Payment only in accordance with Section 4.02. 02. The Trustee hereby agrees, and each Noteholder, Holder of a Class A-2 Certificate by its acceptance of its Notesa Class A-2 Certificate is deemed to agree, hereby agrees) in each case for the benefit of the Insurer FSA, that the Indenture Trustee shall it and they recognize that to the extent the Insurer that FSA makes a payment under the PolicyInsured Payments, either directly or indirectly (as by paying through the Indenture Trustee), to the Noteholders106 Class A-2 Certificateholders, the Insurer FSA will be entitled to be subrogated receive the FSA Reimbursement Amount pursuant to Section 4.02. It is understood and agreed that the rights intention of the Noteholders to the extent of such payment made under the Policy. Any rights of subrogation acquired by the Insurer as a result of any payment made under the Policy shall, in all respects, be subordinate and junior in right of payment to the prior indefeasible payment in full of all amounts due under the Notes. (b) The Owner Trustee hereby agrees on behalf of the Certificateholders (and each Certificateholder, by its acceptance of its Certificates, hereby agrees) for the benefit of the Insurer parties is that the Indenture Trustee FSA shall recognize that to the extent the Insurer makes a payment under the Policy, either directly or indirectly (as by paying through the Indenture Trustee), to the Certificateholders, the Insurer will not be entitled to be subrogated to reimbursement on any Distribution Date for amounts previously paid by it unless on such Distribution Date the rights Holders of the Certificateholders to Class A-2 Certificates shall also have received the extent of such payment made under the Policy. Any rights of subrogation acquired by the Insurer as a result of any payment made under the Policy shall, in all respects, be subordinate and junior in right of payment to the prior indefeasible payment in full of all amounts due under the Certificates. (c) The Indenture Trustee, for itself and on behalf amount of the Noteholders, hereby agrees that the Insurer may at any time during the continuation of any proceeding relating to a Final Order direct all matters relating to Guaranteed Distributions for such Final Order, including the direction of any appeal of any order relating to such Final Order and 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 extent of any payments made under the Policy, to the rights of the Depositor, the Seller, the Servicer, the Trust, the Indenture Trustee and the Noteholders in the conduct of any preference claim, including all rights of any party to any adversarial proceeding or action with respect to any court order issued in connection with any such preference claimDistribution Date. (d) The Owner Trustee, for itself and on behalf of the Certificateholders, hereby agrees that the Insurer may at any time during the continuation of any proceeding relating to a Final Order direct all matters relating to such Final Order, including the direction of any appeal of any order relating to such Final Order and 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 extent of any payments made under the Policy, to the rights of the Depositor, the Seller, the Servicer, the Trust, the Owner Trustee and the Certificateholders in the conduct of any preference claim, including all rights of any party to any adversarial proceeding or action with respect to any court order issued in connection with any such preference claim.