Common use of Policy Matters Clause in Contracts

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 no later than 12:00 noon, New York time, on the third Business Day preceding such Distribution Date. The Notice shall constitute a claim for an Insured Payment pursuant to the FSA Policy. Upon receipt of the Insured Payment, on behalf of the 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. The Trustee shall receive any Insured Payment from FSA and disburse the same to the Class A-2 Certificates in accordance with the provisions of Section 4.02. Insured Payments disbursed by the Trustee from proceeds of the FSA Policy shall not be considered payment by the Trust nor shall such payments discharge the obligation of the Trust with respect to such Class A-2 Certificates, and FSA shall become the owner of such unpaid amounts due

Policy Matters. (a) As soon as possible, and in no event later than 11:00 a.m., New York time, on the third second 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 fee to paid to the Trustee Fee to be paid on such Distribution Date. (b) If for any Distribution Date Date, the Trustee determines that the funds that will be available for distribution such Distribution Date distributable to the Holders of the Class A-2 A-1, Class A-3 or Class A-4 Certificates pursuant to Section 4.02 4.01 will be insufficient to pay the related Guaranteed DistributionDistributions on such Distribution Date, the Trustee shall complete a determine the amount of any such deficiency and shall give notice to FSA and the Fiscal Agent (as defined in the FSA Policy), if any, by telephone or telecopy of the amount of such deficiency, confirmed in writing by notice substantially in the form set forth as of Exhibit A to the FSA Policy (the "Notice") and shall submit such Notice to the Fiscal Agent no later than by 12:00 noon, New York City time, on such second Business Day. The Trustee’s responsibility for delivering the third Business Day notice to FSA, as provided in the preceding such Distribution Datesentence is limited to the availability, timeliness and accuracy of the information provided by each Servicer. The Notice shall constitute a claim for an Insured Payment payment pursuant to the FSA Policy. Upon receipt of the Insured Payment, on behalf of the 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. . (c) The Trustee shall receive as attorney-in-fact of each Holder of a Class A-1, Class A-3 or Class A-4 Certificate, any Insured Payment Guaranteed Distributions from FSA and disburse the same to the each Holder of a Class A-2 Certificates A-1, Class A-3 or Class A-4 Certificate in accordance with the provisions of Section 4.02this Article IV. Insured Payments Guaranteed Distributions disbursed by the Trustee from proceeds of the FSA Policy shall not be considered payment by the Trust nor shall such payments discharge the obligation of the Trust with respect to such Class A-2 CertificatesA-1, Class A-3 or Class A-4 Certificate, and FSA shall become the owner of such unpaid amounts duedue from the Trust in respect of such Guaranteed Distributions as the deemed assignee of such Holder and shall be entitled to receive the FSA Reimbursement Amount pursuant to Section 4.01. The Trustee hereby agrees on behalf of each Holder of a Class A-1, Class A-3 or Class A-4 Certificate for the benefit of FSA that it and they recognize that to the extent that FSA makes Guaranteed Distributions, either directly or indirectly (as by paying through the Trustee), to the Class A-1, Class A-3 or Class A-4 Certificateholders, FSA will be entitled to receive the FSA Reimbursement Amount pursuant to Section 4.01. (d) It is understood and agreed that the intention of the parties is that FSA shall not be entitled to reimbursement on any Distribution Date for amounts previously paid by it unless on such Distribution Date the Holders of the Class A-1, Class A-3 and Class A-4 Certificates shall also have received the full amount of the Guaranteed Distributions for such Distribution Date. (e) In the event the Trustee receives a certified copy of an order of the appropriate court that any payment of principal or interest on a Class A-1, 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 FSA and the Fiscal Agent, if any, and (ii) comply with the provisions of the FSA Policy to obtain payment by FSA of such voided payment. In addition, the Trustee shall mail notice to all Holders of the Class A-1, Class A-3 and Class A-4 Certificates so affected that, in the event that any such Holder’s scheduled payment is so recovered, such Holder will be entitled to payment pursuant to the terms of the FSA Policy a copy of which shall be made available to such Holders by the Trustee. The Trustee shall furnish to FSA and the Fiscal Agent, if any, its records listing the payments on the affected Class A-1, 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. (f) 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-1, Class A-3 and Class A-4 Certificates (the "FSA Account") over which the Trustee shall have exclusive control and sole right of withdrawal. The FSA Account shall be an Eligible Account. The Trustee shall deposit any amount paid under the FSA Policy into the FSA Account and distribute such amount only for the purposes of making the payments to Holders of the Class A-1, Class A-3 and Class A-4 Certificates in respect of the Guaranteed Distributions for which the related claim was made under the FSA Policy. Such amounts shall be allocated by the Trustee to Holders of Class A-1, Class A-3 and 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 4.01. 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 A-1, Class A-3 and Class A-4 Certificates from funds in the FSA Account shall be noted as provided in subsection (h) below. Funds held in the FSA Account shall not be invested by the Trustee. (g) Any funds received from FSA for deposit into the FSA Account pursuant to the FSA Policy in respect of a Distribution Date or otherwise as a result of any claim under the FSA Policy shall be applied by the Trustee directly to the payment in full (i) of the Guaranteed Distributions due on such Distribution Date on the Class A-1, Class A-3 and Class A-4 Certificates, or (ii) of other amounts payable under the FSA Policy. Funds received by the Trustee as a result of any claim under the FSA Policy shall be used solely for payment to the Holders of the Class A-1, Class A-3 and Class A-4 Certificates and may not be applied for any other purpose, including, without limitation, satisfaction of any costs, expenses or liabilities of the Trustee, any Servicer or the Trust Fund. Any funds (other than funds deposited therein in respect of a Preference Amount payable under the FSA Policy) remaining in the FSA Account on the first Business Day after each Distribution Date shall be remitted promptly to FSA pursuant to the written instruction of FSA. (h) The Trustee shall keep complete and accurate records in respect of (i) all funds remitted to it by FSA and deposited into the FSA Account and (ii) the allocation of such funds to payments of interest on and principal in respect of any Class A-1, Class A-3 or Class A-4 Certificates. FSA shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days’ prior notice to the Trustee. (i) The Trustee acknowledges, and each Holder of a Class A-1, Class A-3 or Class A-4 Certificate by its acceptance of the Class A-1, Class A-3 or Class A-4 Certificate agrees, that, without the need for any further action on the part of FSA or the Trustee, to the extent FSA makes payments, directly or indirectly, on account of principal of or interest on any Class A-1, Class A-3 or Class A-4 Certificates, FSA will be fully subrogated to the rights of the Holders of such Class A-1, Class A-3 or Class A-4 Certificates to receive such principal and interest from the Trust Fund. The Holders of the Class A-1, Class A-3 or Class A-4 Certificates, by acceptance of the Class A-1, Class A-3 or Class A-4 Certificates, assign their rights as Holders of the Class A-1, Class A-3 or Class A-4 Certificates to the extent of FSA’s interest with respect to amounts paid under the Certificate Insurance Policy. Anything herein to the contrary notwithstanding, solely for purposes of determining FSA’s rights, as applicable, as subrogee for payments distributable pursuant to Section 4.01, any payment with respect to distributions to the Class A-1, Class A-3 or Class A-4 Certificates which is made with funds received pursuant to the terms of the FSA Policy, shall not be considered payment of the Class A-1, 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 Principal Balance of the Class A-1, Class A-3 or Class A-4 Certificates except to the extent such payment has been reimbursed to FSA pursuant to the terms hereof. (j) Upon a Responsible Officer of the Trustee becoming aware of the occurrence of an Event of Default, the Trustee shall promptly notify FSA of such Event of Default. (k) The Trustee shall promptly notify FSA of either of the following as to which a Responsible Officer of the Trustee has actual knowledge: (A) the commencement of any proceeding by or against the Depositor commenced under the United States bankruptcy code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an "Insolvency Proceeding") and (B) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a "Preference Claim") of any distribution made with respect to the Class A-1, Class A-3 or Class A-4 Certificates as to which it has actual knowledge. Each Holder of a Class A-1, Class A-3 or Class A-4 Certificate, by its purchase of Class A-1, Class A-3 or Class A-4 Certificates, and the Trustee hereby agrees that FSA (so long as no FSA Default exists) may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, FSA shall be subrogated to the rights of the Trustee and each Holder of a Class A-1, Class A-3 or Class A-4 Certificate in the conduct of any Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim. (l) Each Servicer shall designate at least one FSA Contact Person who shall be available to FSA to provide reasonable access to information regarding the Mortgage Loans. The initial FSA Contact Persons are the Servicing Officers. (m) The Trustee shall surrender the FSA Policy to FSA for cancellation upon the reduction of the Class Principal Balance of the Class A-1, Class A-3 and Class A-4 Certificates to zero. (n) All notices, statements, reports, certificates or opinions required by this Agreement to be sent to the Trustee, the Rating Agencies or the Holders of the Class A-1, Class A-3 and Class A-4 Certificates (including without limitation the reports prepared pursuant to Sections 3.17 and 3.18 and the statements prepared pursuant to Section 4.04) shall also be sent, at the same time such reports are otherwise sent, to FSA at FSA Security Assurance Inc., 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. (o) For so long as there is no continuing default by FSA under its obligations under the FSA Policy (an "FSA Default"), each Holder of a Class A-1, Class A-3 or Class A-4 Certificate agrees that FSA shall be treated by the Depositor, each Seller, each Servicer and the Trustee as if FSA were the Holder of all of the Class A-1, Class A-3 and Class A-4 Certificates for the purpose (and solely for the purpose) of the giving of any consent, the making of any direction or the exercise of any voting or other control rights otherwise given to the Holders of the Class A-1, Class A-3 and Class A-4 Certificates hereunder and the holders of the Class A-1, Class A-3 and Class A-4 Certificates shall only exercise such rights with the prior written consent of FSA. (p) With respect to this Section 4.07, (i) the terms "Receipt" and "

Policy Matters. (a) 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 Notice shall constitute a claim for an Insured Payment pursuant to the FSA Policy. Upon receipt of the Insured Payment, on behalf of the 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 Holder of a Class A-2 Certificate by its acceptance of a Class A-2 Certificate is deemed to agree, in each case for the benefit of FSA, that it and they recognize that to the extent that FSA makes Insured Payments, either directly or indirectly (as by paying through the Trustee), to the 106 Class A-2 Certificateholders, FSA will be entitled to receive the FSA Reimbursement Amount pursuant to Section 4.02. It is understood and agreed that the intention of the parties is that FSA shall receive not be entitled to reimbursement on any Insured Payment from FSA and disburse Distribution Date for amounts previously paid by it unless on such Distribution Date the same to Holders of the Class A-2 Certificates in accordance with shall also have received the provisions of Section 4.02. Insured Payments disbursed by the Trustee from proceeds full amount of the FSA Policy shall not be considered payment by the Trust nor shall Guaranteed Distributions for such payments discharge the obligation of the Trust with respect to such Class A-2 Certificates, and FSA shall become the owner of such unpaid amounts dueDistribution Date.

Policy Matters. (a) As soon as possible, and in no event later than 11:00 a.m., New York time, on the third second 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. . (b) If for any Distribution Date Date, the Trustee determines that the funds that will be available for distribution such Distribution Date distributable to the Holders of the Class A-2 A-3 Certificates pursuant to Section 4.02 will be insufficient to pay the related Guaranteed DistributionDistributions on such Distribution Date, the Trustee shall complete a determine the amount of any such deficiency and shall give notice to FSA and the Fiscal Agent (as defined in the Certificate Insurance Policy), if any, by telephone or telecopy of the amount of such deficiency, confirmed in writing by notice substantially in the form set forth as of Exhibit A to the FSA Certificate Insurance Policy (the "Notice") and shall submit such Notice to the Fiscal Agent no later than by 12:00 noon, New York City time, on the third such second Business Day preceding such Distribution DateDay. The Notice Trustee's responsibility for delivering the notice to FSA, as provided in the preceding sentence is limited to the availability, timeliness and accuracy of the information provided by the Servicer. The notice shall constitute a claim for an Insured Payment payment pursuant to the FSA Certificate Insurance Policy. Upon receipt of the Insured PaymentGuaranteed Distribution, at or prior to the latest time payments of the Guaranteed Distributions are to be made by FSA pursuant to the Certificate Insurance Policy, on behalf of the Holders of the Class A-2 A-3 Certificates, the Trustee shall deposit such Insured Payment Guaranteed Distributions in the Distribution Account and shall distribute such Insured Payment Guaranteed Distributions only in accordance with Section 4.02. , if applicable. (c) The Trustee shall receive as attorney-in-fact of each Holder of a Class A-3 Certificate, any Insured Payment Guaranteed Distributions from FSA and disburse the same to the each Holder of a Class A-2 Certificates A-3 Certificate in accordance with the provisions of Section 4.02. Insured Payments disbursed by the Trustee from proceeds of the FSA Policy shall not be considered payment by the Trust nor shall such payments discharge the obligation of the Trust with respect to such Class A-2 Certificates, and FSA shall become the owner of such unpaid amounts dueArticle IV.

Policy Matters. (a) As soon as possible, and in no event later than 11:00 a.m., New York time, on the third second 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 fee to paid to the Trustee Fee to be paid on such Distribution Date. . (b) If for any Distribution Date Date, the Trustee determines that the funds that will be available for distribution such Distribution Date distributable to the Holders of the Class A-2 A-1, Class A-2, Class A-3 or Class A-4 Certificates pursuant to Section 4.02 4.01 will be insufficient to pay the related Guaranteed DistributionDistributions on such Distribution Date, the Trustee shall complete a determine the amount of any such deficiency and shall give notice to FSA and the Fiscal Agent (as defined in the FSA Policy), if any, by telephone or telecopy of the amount of such deficiency, confirmed in writing by notice substantially in the form set forth as of Exhibit A to the FSA Policy (the "Notice") and shall submit such Notice to the Fiscal Agent no later than by 12:00 noon, New York City time, on such second Business Day. The Trustee's responsibility for delivering the third Business Day notice to FSA, as provided in the preceding such Distribution Datesentence is limited to the availability, timeliness and accuracy of the information provided by each Servicer. The Notice shall constitute a claim for an Insured Payment payment pursuant to the FSA Policy. Upon receipt of the Insured Payment, on behalf of the 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. . (c) The Trustee shall receive as attorney-in-fact of each Holder of a Class A-1, Class A-2, Class A-3 or Class A-4 Certificate, any Insured Payment Guaranteed Distributions from FSA and disburse the same to the each Holder of a Class A-2 Certificates A-1, Class A-2, Class A-3 or Class A-4 Certificate in accordance with the provisions of Section 4.02this Article IV. Insured Payments Guaranteed Distributions disbursed by the Trustee from proceeds of the FSA Policy shall not be considered payment by the Trust nor shall such payments discharge the obligation of the Trust with respect to such Class A-2 CertificatesA-1, Class A-2, Class A-3 or Class A-4 Certificate, and FSA shall become the owner of such unpaid amounts duedue from the Trust in respect of such Guaranteed Distributions as the deemed assignee of such Holder and shall be entitled to receive the FSA Reimbursement Amount pursuant to Section 4. 01. The Trustee hereby agrees on behalf of each Holder of a Class A-1, Class A-2, Class A-3 or Class A-4 Certificate for the benefit of FSA that it and they recognize that to the extent that FSA makes Guaranteed Distributions, either directly or indirectly (as by paying through the Trustee), to the Class A-1, Class A-2, Class A-3 or Class A-4 Certificateholders, FSA will be entitled to receive the FSA Reimbursement Amount pursuant to Section 4.01. (d) It is understood and agreed that the intention of the parties is that FSA shall not be entitled to reimbursement on any Distribution Date for amounts previously paid by it unless on such Distribution Date the Holders of the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates shall also have received the full amount of the Guaranteed Distributions for such Distribution Date. (e) In the event the Trustee receives a certified copy of an order of the appropriate court that any payment of principal or interest on a Class A-1, Class A-2, Class A-3 or Class A-4 Certificate has been voxxxx xx xxxxx or in part as a preference payment under applicable bankruptcy law, the Trustee shall (i) promptly notify FSA and the Fiscal Agent, if any, and (ii) comply with the provisions of the FSA Policy to obtain payment by FSA of such voided payment. In addition, the Trustee shall mail notice to all Holders of the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates so affected that, in the event that any such Holder's scheduled payment is so recovered, such Holder will be entitled to payment pursuant to the terms of the FSA Policy a copy of which shall be made available to such Holders by the Trustee. The Trustee shall furnish to FSA and the Fiscal Agent, if any, its records listing the payments on the affected Class A-1, Class A-2, Class A-3 and Class A-4 Certificates, if any, xxxx xxxx xxxn made by the Trustee and subsequently recovered from the affected Holders, and the dates on which such payments were made by the Trustee. (f) At the time of the execution hereof, and 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-1, Class A-2, Class A-3 and Class A-4 Certificates (the "FSA Account") over which the Trustee shall have exclusive control and sole right of withdrawal. The FSA Account shall be an Eligible Account. The Trustee shall deposit any amount paid under the FSA Policy into the FSA Account and distribute such amount only for the purposes of making the payments to Holders of the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates in respect of the Guaranteed Distributions for which the related claim was made under the FSA Policy. Such amounts shall be allocated by the Trustee to Holders of Class A-1, Class A-2, Class A-3 and 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 4.01. 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 A-1, Class A-2, Class A-3 and Class A-4 Certificates from funds in the FSA Account shall be noted as provided in subsection (h) below. Funds held in the FSA Account shall not be invested by the Trustee. (g) Any funds received from FSA for deposit into the FSA Account pursuant to the FSA Policy in respect of a Distribution Date or otherwise as a result of any claim under the FSA Policy shall be applied by the Trustee directly to the payment in full (i) of the Guaranteed Distributions due on such Distribution Date on the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates, or (ii) of other amounts payable under the FSA Policy. Funds received by the Trustee as a result of any claim under the FSA Policy shall be used solely for payment to the Holders of the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates and may not be applied for any other purpose, including, without limitation, satisfaction of any costs, expenses or liabilities of the Trustee, any Servicer or the Trust Fund. Any funds (other than funds deposited therein in respect of a Preference Amount payable under the FSA Policy) remaining in the FSA Account on the first Business Day after each Distribution Date shall be remitted promptly to FSA pursuant to the written instruction of FSA. (h) The Trustee shall keep complete and accurate records in respect of (i) all funds remitted to it by FSA and deposited into the FSA Account and (ii) the allocation of such funds to payments of interest on and principal in respect of any Class A-1, Class A-2, Class A-3 or Class A-4 Certificates. FSA shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days' prior notice to the Trustee. (i) The Trustee acknowledges, and each Holder of a Class A-1, Class A-2, Class A-3 or Class A-4 Certificate by its acceptance of the Class A-1, Class A-2, Class A-3 or Class A-4 Certificate agrees, that, without the need for any further action on the part of FSA or the Trustee, to the extent FSA makes payments, directly or indirectly, on account of principal of or interest on any Class A-1, Class A-2, Class A-3 or Class A-4 Certificates, FSA wilx xx xxxxx xxxrogated to the rights of the Holders of such Class A-1, Class A-2, Class A-3 or Class A-4 Certificates to receive such principal and interest from the Trust Fund. The Holders of the Class A-1, Class A-2, Class A-3 or Class A-4 Certificates, by acceptance of the Class A-1, Class A-2, Class A-3 or Class A-4 Certificates, assign their rights as Holders of the Class A-1, Class A-2, Class A-3 or Class A-4 Certificates to the extent of FSA's interest with respect to amounts paid under the Certificate Insurance Policy. Anything herein to the contrary notwithstanding, solely for purposes of determining FSA's rights, as applicable, as subrogee for payments distributable pursuant to Section 4.01, any payment with respect to distributions to the Class A-1, Class A-2, Class A-3 or Class A-4 Certificates which is made with funds received pursuant to the terms of the FSA Policy, shall not be considered payment of the Class A-1, Class A-2, 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 Principal Balance of the Class A-1, Class A-2, Class A-3 or Class A-4 Certificates except to the extent such payment has been reimbursed to FSA pursuant to the terms hereof. (j) Upon a Responsible Officer of the Trustee becoming aware of the occurrence of an Event of Default, the Trustee shall promptly notify FSA of such Event of Default. (k) The Trustee shall promptly notify FSA of either of the following as to which a Responsible Officer of the Trustee has actual knowledge: (A) the commencement of any proceeding by or against the Depositor commenced under the United States bankruptcy code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an "Insolvency Proceeding") and (B) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a "Preference Claim") of any distribution made with respect to the Class A-1, Class A-2, Class A-3 or Class A-4 Certificates as to which it has actual knowledge. Each Holder of a Class A-1, Class A-2, Class A-3 or Class A-4 Certificate, by its purchase of Class A-1, Class A-2, Class A-3 or Class A-4 Certificates, and the Trustee hereby agrees that FSA (so long as no FSA Default exists) may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, FSA shall be subrogated to the rights of the Trustee and each Holder of a Class A-1, Class A-2, Class A-3 or Class A-4 Certificate in the conduct of any Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim. (l) Each Servicer shall designate at least one FSA Contact Person who shall be available to FSA to provide reasonable access to information regarding the Mortgage Loans. The initial FSA Contact Persons are the Servicing Officers. (m) The Trustee shall surrender the FSA Policy to FSA for cancellation upon the reduction of the Class Principal Balance of the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates to zero. (n) All notices, statements, reports, certificates or opinions required by this Agreement to be sent to the Trustee, the Rating Agencies or the Holders of the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates (including without limitation the reports prepared pursuant to Sections 3.17 and 3.18 and the statements prepared pursuant to Section 4.04) shall also be sent, at the same time such reports are otherwise sent, to FSA at FSA Security Assurance Inc., 350 Park Avenue, New York, New York 10022. (o) For so long xx xxxxx xx xx xxxxxxxxxx xxxxxxx xy FSA under its obligations under the FSA Policy (an "FSA Default"), each Holder of a Class A-1, Class A-2, Class A-3 or Class A-4 Certificate agrees that FSA shall be treated by the Depositor, each Seller, each Servicer and the Trustee as if FSA were the Holder of all of the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates for the purpose (and solely for the purpose) of the giving of any consent, the making of any direction or the exercise of any voting or other control rights otherwise given to the Holders of the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates hereunder and the holders of the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates shall only exercise such rights with the prior written consent of FSA. (p) With respect to this Section 4.07, (i) the terms "Receipt" and "Received" shall mean actual delivery to FSA and its Fiscal Agent, if any, prior to 12:00 noon, New York City time, on a Business Day; delivery either on a day that is not a Business Day or after 12:00 noon, New York City time, shall be deemed to be Receipt on the next succeeding Business Day and (ii) "Business Day" means any day other than (A) a Saturday or Sunday or (B) a day on which FSA or banking institutions in the City of New York, New York, or the city in which the Corporate Trust Office of the Trustee is located, are authorized or obligated by law or executive order to be closed. If any notice or certificate given under the FSA Policy by the Trustee is not in proper form or is not properly completed, executed or delivered, it shall be deemed not to have been Received. FSA or its Fiscal Agent, if any, shall promptly so advise the Trustee and the Trustee may submit an amended notice.

Policy Matters. (a) As soon as possible, and in no event later than 11:00 a.m., New York time, on the third second 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 Trust Administrator shall determine the amount of funds available for such Distribution Date minus the amount of any FSA Ambac Premium and any fee to paid to the Trustee Fee to be paid or Trust Administrator on such Distribution Date. . (b) If for any Distribution Date Date, the Trustee Trust Administrator determines that the funds that will be available for distribution such Distribution Date distributable to the Holders of the Class A-2 III-A-3 Certificates pursuant to Section 4.02 4.01 will be insufficient to pay the Guaranteed DistributionInsured Payment on such Distribution Date, the Trustee Trust Administrator shall complete a determine the amount of any such deficiency and shall give notice to Ambac by telephone or telecopy of the amount of such deficiency, confirmed in writing by notice substantially in the form set forth as of Exhibit A to the FSA Certificate Insurance Policy (the "Notice") and shall submit such Notice to the Fiscal Agent no later than by 12:00 noon, New York City time, on such second Business Day. The Trust Administrator’s responsibility for delivering the third Business Day notice to Ambac, as provided in the preceding such Distribution Datesentence is limited to the availability, timeliness and accuracy of the information provided by each Servicer and the Master Servicer. The Notice shall constitute a claim for an Insured Payment pursuant to the FSA Certificate Insurance Policy. Upon receipt of the Insured Payment, at or prior to the latest time payments of the Insured Payment are to be made by the Ambac pursuant to the Certificate Insurance Policy, on behalf of the Holders of the Class A-2 III-A-3 Certificates, the Trustee Trust Administrator shall deposit such Insured Payment in the Distribution Certificate Insurance Policy Payments Account and shall distribute such Insured Payment only in accordance with Section 4.02. 4.01, if applicable. (c) The Trustee Trust Administrator shall receive as attorney-in-fact of each Holder of a Class III-A-3 Certificate, any Insured Payment from FSA Ambac and disburse the same to the each Holder of a Class A-2 Certificates III-A-3 Certificate in accordance with the provisions of Section 4.02Article IV. Insured Payments disbursed by the Trustee Trust Administrator from proceeds of the FSA Certificate Insurance Policy shall not be considered payment by the Trust nor shall such payments discharge the obligation of the Trust with respect to such Class A-2 CertificatesIII-A-3 Certificate, and FSA Ambac shall become the owner of such unpaid amounts duedue from the Trust in respect of such Insured Payments as the deemed assignee of such Holder and shall be entitled to receive the Reimbursement Amount pursuant to Section 4.01. The Trust Administrator hereby agrees on behalf of each Holder of a Class III-A-3 Certificate for the benefit of Ambac that it and they recognize that to the extent that Ambac makes Insured Payments, either directly or indirectly (as by paying through the Trust Administrator), to the Class III-A-3 Certificateholders, Ambac will be entitled to receive the Reimbursement Amount pursuant to Section 4.01. (d) It is understood and agreed that the intention of the parties is that Ambac 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 III-A-3 Certificates shall also have received the full amount of the Insured Payment for such Distribution Date. (e) In the event the Trust Administrator receives a certified copy of an order of the appropriate court that any payment of principal or interest on a Class III-A-3 Certificate has been voided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Administrator shall (i) promptly notify Ambac and (ii) comply with the provisions of the Certificate Insurance Policy to obtain payment by Ambac of such voided payment. In addition, the Trust Administrator shall mail notice to all Holders of the Class III-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 Certificate Insurance Policy a copy of which shall be made available to such Holders by the Trust Administrator. The Trust Administrator shall furnish to Ambac its records listing the payments on the affected Class III-A-3 Certificates, if any, that have been made by the Trust Administrator and subsequently recovered from the affected Holders, and the dates on which such payments were made by the Trust Administrator. (f) At the time of the execution hereof, and for the purposes hereof, the Trust Administrator shall establish a separate special purpose trust account in the name of the Trust Administrator for the benefit of Holders of the Class III-A-3 Certificates (the “Certificate Insurance Policy Payments Account”) over which the Trust Administrator shall have exclusive control and sole right of withdrawal. The Certificate Insurance Policy Payments Account shall be an Eligible Account. The Trust Administrator shall deposit any 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 III-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 Trust Administrator to Holders of Class III-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 III-A-3 Certificates from funds in the Certificate Insurance Policy Payments Account shall be noted as provided in subsection (h) below. Funds held in the Certificate Insurance Policy Payments Account shall not be invested by the Trust Administrator or the Trustee. (g) Any funds received from Ambac for deposit into the Certificate Insurance Policy Payments Account pursuant to the Certificate Insurance Policy in respect of a Distribution Date or otherwise as a result of any claim under the Certificate Insurance Policy shall be applied by the Trust Administrator directly to the payment in full (i) of the Insured Payment due on such Distribution Date on the Class III-A-3 Certificates, or (ii) of other amounts payable under the Certificate Insurance Policy. Funds received by the Trust Administrator as a result of any claim under the Certificate Insurance Policy shall be used solely for payment to the Holders of the Class III-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 Trust Administrator, any Servicer, the Master 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 Ambac pursuant to the written instruction of Ambac. (h) The Trust Administrator shall keep complete and accurate records in respect of (i) all funds remitted to it by Ambac 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 III-A-3 Certificates. Ambac shall have the right to inspect such records at reasonable times during normal business hours upon two Business Days’ prior notice to the Trust Administrator. (i) The Trust Administrator acknowledges, and each Holder of a Class III-A-3 Certificate by its acceptance of the Class III-A-3 Certificate agrees, that, without the need for any further action on the part of Ambac or the Trust Administrator, to the extent Ambac makes payments, directly or indirectly, on account of principal of or interest on any Class III-A-3 Certificates, Ambac will be fully subrogated to the rights of the Holders of such Class III-A-3 Certificates to receive such principal and interest from the Trust Fund. The Holders of the Class III-A-3 Certificates, by acceptance of the Class III-A-3 Certificates, assign their rights as Holders of the Class III-A-3 Certificates to the extent of Ambac’s interest with respect to amounts paid under the Certificate Insurance Policy. Anything herein to the contrary notwithstanding, solely for purposes of determining Ambac’s rights, as applicable, as subrogee for payments distributable pursuant to Section 4.01, any payment with respect to distributions to the Class III-A-3 Certificates which is made with funds received pursuant to the terms of the Certificate Insurance Policy, shall not be considered payment of the Class III-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 III-A-3 Certificates except to the extent such payment has been reimbursed to Ambac pursuant to the terms hereof. (j) Upon a Responsible Officer of the Trustee or the Trust Administrator becoming aware of the occurrence of an Event of Default, the Trustee or the Trust Administrator, as applicable, shall promptly notify Ambac of such Event of Default. (k) The Trustee or the Trust Administrator shall promptly notify Ambac of either of the following as to which a Responsible Officer of the Trustee or the Trust Administrator, as applicable, has actual knowledge: (A) the commencement of any proceeding by or against the Depositor commenced under the United States bankruptcy code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an “Insolvency Proceeding”) and (B) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a “Preference Claim”) of any distribution made with respect to the Class III-A-3 Certificates as to which it has actual knowledge. Each Holder of a Class III-A-3 Certificate, by its purchase of Class III-A-3 Certificates, and the Trust Administrator 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 Trust Administrator, the Trustee and each Holder of a Class III-A-3 Certificate in the conduct of any Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim. (l) Each Servicer and the Master Servicer shall designate at least one Ambac Contact Person who shall be available to Ambac to provide reasonable access to information regarding the Mortgage Loans. The initial Ambac Contact Persons are the Servicing Officers and Master Servicing Officers, as applicable. (m) The Trust Administrator shall surrender the Certificate Insurance Policy to Ambac for cancellation upon the reduction of the Class Principal Balance of the Class III-A-3 Certificates to zero. (n) [Reserved] (o) For so long as there is no continuing default by Ambac under its obligations under the Certificate Insurance Policy (an “Ambac Default”), each Holder of a Class III-A-3 Certificate agrees that Ambac shall be treated by the Depositor, each Seller, each Servicer, the Master Servicer, the Trust Administrator and the Trustee as if Ambac were the Holder of all of the Class III-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 III-A-3 Certificates hereunder and the Holders of the Class III-A-3 Certificates shall only exercise such rights with the prior written consent of Ambac. (p) With respect to this Section 4.03, (i) the terms “Receipt” and “

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, any MGIC 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 A 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 no later than 12:00 noon, New York time, on the third Business Day preceding such Distribution Date. The Notice shall constitute a claim for an Insured Payment pursuant to the FSA Policy. Upon receipt of the Insured Payment, at or prior to the latest time payments of the Insured Payment are to be made by the FSA pursuant to the FSA Policy, on behalf of the Holders of the Class A-2 A Certificates, the Trustee shall deposit such Insured Payment Payments in the Distribution Account and shall distribute such Insured Payment Payments only in accordance with Section 4.02, if applicable. The Trustee shall receive as attorney-in-fact of each Holder of a Class A Certificate, any Insured Payment from FSA and disburse the same to the each Holder of a Class A-2 Certificates A Certificate in accordance with the provisions of Section 4.02Article IV. Insured Payments disbursed by the Trustee from proceeds of the FSA Policy shall not be considered payment by the Trust nor shall such payments discharge the obligation of the Trust with respect to such Class A-2 CertificatesA Certificate, and FSA shall become the owner of such unpaid amounts dueFSA

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

Policy Matters. (a) As soon as possible, and in no event later than 11:00 a.m., New York time, on the third second 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 Master Servicer shall determine the amount of funds available for such Distribution Date minus the amount of any FSA Premium Premium, any Aggregate Strip Amount and any Trustee Fee fee to be paid to the Master Servicer on such Distribution Date. . (b) If for any Distribution Date Date, the Trustee Master Servicer determines that the funds that will be available for distribution such Distribution Date distributable to the Holders of the Class A-2 A1 Certificates pursuant to Section 4.02 4.01 will be insufficient to pay the related Guaranteed DistributionDistributions on such Distribution Date, the Trustee Master Servicer shall complete a determine the amount of any such deficiency and shall give notice to FSA and the Fiscal Agent (as defined in the Class A1 Policy), if any, by telephone or telecopy of the amount of such deficiency, confirmed in writing by notice substantially in the form set forth as of Exhibit A to the FSA Class A1 Policy (the "Notice") and shall submit such Notice to the Fiscal Agent no later than by 12:00 noon, New York City time, on such second Business Day. The Master Servicer’s responsibility for delivering the third Business Day notice to FSA, as provided in the preceding such Distribution Datesentence is limited to the availability, timeliness and accuracy of the information provided by the Servicer. The Notice shall constitute a claim for an Insured Payment payment pursuant to the FSA Class A1 Policy. Upon receipt of the Insured Payment, . (c) The Master Servicer on behalf of the 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. The Trustee shall receive as attorney-in-fact of each Holder of a Class A1 Certificate, any Insured Payment Guaranteed Distributions from FSA and disburse the same to the each Holder of a Class A-2 Certificates A1 Certificate in accordance with the provisions of Section 4.02this Article IV. Insured Payments Guaranteed Distributions disbursed by the Trustee Master Servicer from proceeds of the FSA Class A1 Policy shall not be considered payment by the Trust nor shall such payments discharge the obligation of the Trust with respect to such Class A-2 CertificatesA1 Certificate, and FSA shall become the owner of such unpaid amounts duedue from the Trust in respect of such Guaranteed Distributions as the deemed assignee of such Holder and shall be entitled to receive the FSA Reimbursement Amount pursuant to Section 4.01. The Master Servicer on behalf of the Trustee hereby agrees on behalf of each Holder of a Class A1 Certificate for the benefit of FSA that it and they recognize that to the extent that FSA makes Guaranteed Distributions, either directly or indirectly (as by paying through the Master Servicer), to the Class A1 Certificateholders, FSA will be entitled to receive the FSA Reimbursement Amount pursuant to Section 4.01. (d) It is understood and agreed that the intention of the parties is that FSA shall not be entitled to reimbursement on any Distribution Date for amounts previously paid by it unless on such Distribution Date the Holders of the Class A1 Certificates shall also have received the full amount of the Guaranteed Distributions for such Distribution Date. (e) In the event the Master Servicer receives a certified copy of an order of the appropriate court that any payment of principal or interest on a Class A1 Certificate has been voided in whole or in part as a preference payment under applicable bankruptcy law, the Master Servicer shall (i) promptly notify FSA and the Fiscal Agent, if any, and (ii) comply with the provisions of the Class A1 Policy to obtain payment by FSA of such voided payment. In addition, the Master Servicer shall mail notice to all Holders of the Class A1 Certificates so affected that, in the event that any such Holder’s scheduled payment is so recovered, such Holder will be entitled to payment pursuant to the terms of the Class A1 Policy a copy of which shall be made available to such Holders by the Master Servicer. The Master Servicer shall furnish to FSA and the Fiscal Agent, if any, its records listing the payments on the affected Class A1 Certificates, if any, that have been made by the 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 A1 Certificates (the “FSA Account”) over which the Master Servicer shall have exclusive control and sole right of withdrawal. The FSA Account shall be an Eligible Account. The Master Servicer shall deposit any amount paid under the Class A1 Policy into the FSA Account and distribute such amount only for the purposes of making the payments to Holders of the Class A1 Certificates in respect of the Guaranteed Distributions for which the related claim was made under the Class A1 Policy. Such amounts shall be allocated by the Master Servicer to Holders of Class A1 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 A1 Certificates from funds in the FSA Account shall be noted as provided in subsection (h) below. Funds held in the FSA Account shall not be invested by the Master Servicer. (g) Any funds received from FSA for deposit into the FSA Account pursuant to the Class A1 Policy in respect of a Distribution Date or otherwise as a result of any claim under the Class A1 Policy shall be applied by the Master Servicer directly to the payment in full (i) of the Guaranteed Distributions due on such Distribution Date on the Class A1 Certificates, or (ii) of other amounts payable under the Class A1 Policy. Funds received by the Master Servicer as a result of any claim under the Class A1 Policy shall be used solely for payment to the Holders of the Class A1 Certificates and may not be applied for any other purpose, including, without limitation, satisfaction of any costs, expenses or liabilities of the Trustee, the Servicer, the Master Servicer or the Trust Fund. Any funds (other than funds deposited therein in respect of a Preference Amount payable under the Class A1 Policy) remaining in the FSA Account on the first Business Day after each Distribution Date shall be remitted promptly to FSA pursuant to the written instruction of FSA. (h) The Master Servicer shall keep complete and accurate records in respect of (i) all funds remitted to it by FSA and deposited into the FSA Account and (ii) the allocation of such funds to payments of interest on and principal in respect of any Class A1 Certificates. FSA shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days’ prior notice to the Master Servicer. (i) The Master Servicer acknowledges, and each Holder of a Class A1 Certificate by its acceptance of the Class A1 Certificate agrees, that, without the need for any further action on the part of FSA or the Master Servicer, to the extent FSA makes payments, directly or indirectly, on account of principal of or interest on any Class A1 Certificates, FSA will be fully subrogated to the rights of the Holders of such Class A1 Certificates to receive such principal and interest from the Trust Fund. The Holders of the Class A1 Certificates, by acceptance of the Class A1 Certificates, assign their rights as Holders of the Class A1 Certificates to the extent of FSA’s interest with respect to amounts paid under the Class A1 Policy. Anything herein to the contrary notwithstanding, solely for purposes of determining FSA’s rights, as applicable, as subrogee for payments distributable pursuant to Section 4.01, any payment with respect to distributions to the Class A1 Certificates which is made with funds received pursuant to the terms of the Class A1 Policy, shall not be considered payment of the Class A1 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 A1 Certificates except to the extent such payment has been reimbursed to FSA pursuant to the terms hereof. (j) Upon the Master Servicer becoming aware of the occurrence of an Event of Default, the Master Servicer shall promptly notify FSA of such Event of Default. (k) The Master Servicer shall promptly notify FSA of either of the following as to which a Responsible Officer of the 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 (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 A1 Certificates as to which it has actual knowledge. Each Holder of a Class A1 Certificate, by its purchase of Class A1 Certificates, and the Master Servicer hereby agrees that FSA (so long as no FSA Default exists) may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedes or performance bond pending any such appeal. In addition and without limitation of the foregoing, FSA shall be subrogated to the rights of the Master Servicer and each Holder of a Class A1 Certificate in the conduct of any Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim. (l) The Servicer shall designate at least one FSA Contact Person who shall be available to FSA to provide reasonable access to information regarding the Mortgage Loans. The initial FSA Contact Persons are the Servicing Officers. (m) The Master Servicer shall surrender the Class A1 Policy to FSA for cancellation upon the reduction of the Certificate Principal Balance of the Class A1 Certificates to zero. (n) All notices, statements, reports, certificates or opinions required by this Agreement to be sent to the Trustee, the Master Servicer, the Rating Agencies or the Holders of the Class A1 Certificates (including without limitation the reports prepared pursuant to Sections 3.19 and 3.20 and the statements prepared pursuant to Section 4.02) shall also be sent, at the same time such reports are otherwise sent, by overnight delivery, telecopy or email to FSA at Financial Security Assurance Inc., 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxxxxxxxxx@xxx.xxx. (o) For so long as there is no continuing default by FSA under its obligations under the Class A1 Policy (an “FSA Default”), each Holder of a Class A1 Certificate agrees that FSA shall be treated by the Depositor, the Seller, the Servicer, the Master Servicer and the Trustee as if FSA were the Holder of all of the Class A1 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 A1 Certificates hereunder and the holders of the Class A1 Certificates shall only exercise such rights with the prior written consent of FSA. (p) With respect to this Section 4.08, (i) the terms “Receipt” and “

Policy Matters. (a) As soon as possible, and in no event later than 11:00 a.m., New York time, on the third second 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 fee to paid to the Trustee Fee to be paid on such Distribution Date. (b) If for any Distribution Date Date, the Trustee determines that the funds that will be available for distribution such Distribution Date distributable to the Holders of the Class A-1, Class A-2 or Class A-3 Certificates pursuant to Section 4.02 4.01 will be insufficient to pay the related Guaranteed DistributionDistributions on such Distribution Date, the Trustee shall complete a determine the amount of any such deficiency and shall give notice to FSA and the Fiscal Agent (as defined in the FSA Policy), if any, by telephone or telecopy of the amount of such deficiency, confirmed in writing by notice substantially in the form set forth as of Exhibit A to the FSA Policy (the "Notice") and shall submit such Notice to the Fiscal Agent no later than by 12:00 noon, New York City time, on such second Business Day. The Trustee’s responsibility for delivering the third Business Day notice to FSA, as provided in the preceding such Distribution Datesentence is limited to the availability, timeliness and accuracy of the information provided by the Servicer. The Notice shall constitute a claim for an Insured Payment payment pursuant to the FSA Policy. Upon receipt of the Insured Payment, on behalf of the 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. . (c) The Trustee shall receive as attorney-in-fact of each Holder of a Class A-1, Class A-2 or Class A-3 Certificate, any Insured Payment Guaranteed Distributions from FSA and disburse the same to the each Holder of a Class A-1, Class A-2 Certificates or Class A-3 Certificate in accordance with the provisions of Section 4.02this Article IV. Insured Payments Guaranteed Distributions disbursed by the Trustee from proceeds of the FSA Policy shall not be considered payment by the Trust nor shall such payments discharge the obligation of the Trust with respect to such Class A-1, Class A-2 Certificatesor Class A-3 Certificate, and FSA shall become the owner of such unpaid amounts duedue from the Trust in respect of such Guaranteed Distributions as the deemed assignee of such Holder and shall be entitled to receive the FSA Reimbursement Amount pursuant to Section 4.01. The Trustee hereby agrees on behalf of each Holder of a Class A-1, Class A-2 or Class A-3 Certificate for the benefit of FSA that it and they recognize that to the extent that FSA makes Guaranteed Distributions, either directly or indirectly (as by paying through the Trustee), to the Class A-1, Class A-2 or Class A-3 Certificateholders, FSA will be entitled to receive the FSA Reimbursement Amount pursuant to Section 4.01. (d) It is understood and agreed that the intention of the parties is that FSA shall not be entitled to reimbursement on any Distribution Date for amounts previously paid by it unless on such Distribution Date the Holders of the Class A-1, Class A-2 and Class A-3 Certificates shall also have received the full amount of the Guaranteed Distributions for such Distribution Date. (e) In the event the Trustee receives a certified copy of an order of the appropriate court that any payment of principal or interest on a Class A-1, Class A-2 or Class A-3 Certificate has been voided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall (i) promptly notify FSA and the Fiscal Agent, if any, and (ii) comply with the provisions of the FSA Policy to obtain payment by FSA of such voided payment. In addition, the Trustee shall mail notice to all Holders of the Class A-1, Class A-2 and Class A-3 Certificates so affected that, in the event that any such Holder’s scheduled payment is so recovered, such Holder will be entitled to payment pursuant to the terms of the FSA Policy a copy of which shall be made available to such Holders by the Trustee. The Trustee shall furnish to FSA and the Fiscal Agent, if any, its records listing the payments on the affected Class A-1, Class A-2 and Class A-3 Certificates, if any, that have been made by the Trustee and subsequently recovered from the affected Holders, and the dates on which such payments were made by the Trustee. (f) At the time of the execution hereof, and 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-1, Class A-2 and Class A-3 Certificates (the “FSA Account”) over which the Trustee shall have exclusive control and sole right of withdrawal. The FSA Account shall be an Eligible Account. The Trustee shall deposit any amount paid under the FSA Policy into the FSA Account and distribute such amount only for the purposes of making the payments to Holders of the Class A-1, Class A-2 and Class A-3 Certificates in respect of the Guaranteed Distributions for which the related claim was made under the FSA Policy. Such amounts shall be allocated by the Trustee to Holders of Class A-1, Class A-2 and 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 4.01. 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 A-1, Class A-2 and Class A-3 Certificates from funds in the FSA Account shall be noted as provided in subsection (h) below. Funds held in the FSA Account shall not be invested by the Trustee. (g) Any funds received from FSA for deposit into the FSA Account pursuant to the FSA Policy in respect of a Distribution Date or otherwise as a result of any claim under the FSA Policy shall be applied by the Trustee directly to the payment in full (i) of the Guaranteed Distributions due on such Distribution Date on the Class A-1, Class A-2 and Class A-3 Certificates, or (ii) of other amounts payable under the FSA Policy. Funds received by the Trustee as a result of any claim under the FSA Policy shall be used solely for payment to the Holders of the Class A-1, Class A-2 and Class A-3 Certificates and may not be applied for any other purpose, including, without limitation, satisfaction of any costs, expenses or liabilities of the Trustee, any Servicer or the Trust Fund. Any funds (other than funds deposited therein in respect of a Preference Amount payable under the FSA Policy) remaining in the FSA Account on the first Business Day after each Distribution Date shall be remitted promptly to FSA pursuant to the written instruction of FSA. (h) The Trustee shall keep complete and accurate records in respect of (i) all funds remitted to it by FSA and deposited into the FSA Account and (ii) the allocation of such funds to payments of interest on and principal in respect of any Class A-1, Class A-2 or Class A-3 Certificates. FSA shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days’ prior notice to the Trustee. (i) The Trustee acknowledges, and each Holder of a Class A-1, Class A-2 or Class A-3 Certificate by its acceptance of the Class A-1, Class A-2 or Class A-3 Certificate agrees, that, without the need for any further action on the part of FSA or the Trustee, to the extent FSA makes payments, directly or indirectly, on account of principal of or interest on any Class A-1, Class A-2 or Class A-3 Certificates, FSA will be fully subrogated to the rights of the Holders of such Class A-1, Class A-2 or Class A-3 Certificates to receive such principal and interest from the Trust Fund. The Holders of the Class A-1, Class A-2 or Class A-3 Certificates, by acceptance of the Class A-1, Class A-2 or Class A-3 Certificates, assign their rights as Holders of the Class A-1, Class A-2 or Class A-3 Certificates to the extent of FSA’s interest with respect to amounts paid under the Certificate Insurance Policy. Anything herein to the contrary notwithstanding, solely for purposes of determining FSA’s rights, as applicable, as subrogee for payments distributable pursuant to Section 4.01, any payment with respect to distributions to the Class A-1, Class A-2 or Class A-3 Certificates which is made with funds received pursuant to the terms of the FSA Policy, shall not be considered payment of the Class A-1, Class A-2 or Class A-3 Certificates from the Trust Fund and shall not result in the distribution or the provision for the distribution in reduction of the Class Principal Balance of the Class A-1, Class A-2 or Class A-3 Certificates except to the extent such payment has been reimbursed to FSA pursuant to the terms hereof. (j) Upon a Responsible Officer of the Trustee becoming aware of the occurrence of an Event of Default, the Trustee shall promptly notify FSA of such Event of Default. (k) The Trustee shall promptly notify FSA of either of the following as to which a Responsible Officer of the Trustee has actual knowledge: (A) the commencement of any proceeding by or against the Depositor commenced under the United States bankruptcy code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an “Insolvency Proceeding”) and (B) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a “Preference Claim”) of any distribution made with respect to the Class A-1, Class A-2 or Class A-3 Certificates as to which it has actual knowledge. Each Holder of a Class A-1, Class A-2 or Class A-3 Certificate, by its purchase of Class A-1, Class A-2 or Class A-3 Certificates, and the Trustee hereby agrees that FSA (so long as no FSA Default exists) may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, FSA shall be subrogated to the rights of the Trustee and each Holder of a Class A-1, Class A-2 or Class A-3 Certificate in the conduct of any Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim. (l) The Servicer shall designate at least one FSA Contact Person who shall be available to FSA to provide reasonable access to information regarding the Mortgage Loans. The initial FSA Contact Persons are the Servicing Officers. (m) The Trustee shall surrender the FSA Policy to FSA for cancellation upon the reduction of the Class Principal Balance of the Class A-1, Class A-2 and Class A-3 Certificates to zero. (n) All notices, statements, reports, certificates or opinions required by this Agreement to be sent to the Trustee, the Rating Agencies or the Holders of the Class A-1, Class A-2 and Class A-3 Certificates (including without limitation the reports prepared pursuant to Sections 3.17 and 3.18 and the statements prepared pursuant to Section 4.04) shall also be sent, at the same time such reports are otherwise sent, to FSA at FSA Security Assurance Inc., 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. (o) For so long as there is no continuing default by FSA under its obligations under the FSA Policy (an “FSA Default”), each Holder of a Class A-1, Class A-2 or Class A-3 Certificate agrees that FSA shall be treated by the Depositor, the Seller, the Servicer and the Trustee as if FSA were the Holder of all of the Class A-1, Class A-2 and Class A-3 Certificates for the purpose (and solely for the purpose) of the giving of any consent, the making of any direction or the exercise of any voting or other control rights otherwise given to the Holders of the Class A-1, Class A-2 and Class A-3 Certificates hereunder and the holders of the Class A-1, Class A-2 and Class A-3 Certificates shall only exercise such rights with the prior written consent of FSA. (p) With respect to this Section 4.07, (i) the terms “Receipt” and “