Common use of The Certificate Insurance Policies Clause in Contracts

The Certificate Insurance Policies. (a) If, on the second Business Day before any Distribution Date, the Trustee determines that an Insured Amount is required to be made by the Certificate Insurer on such Distribution Date, the Trustee shall determine the amount of any such Insured Amount and shall give written notice to the Certificate Insurer by completing a Notice of Nonpayment in the form of Exhibit A to the Certificate Insurance Policy and submitting such Notice of Nonpayment by 12:00 noon, New York City time on such second Business Day as a claim for an Insured Amount. The Trustee’s responsibility for delivering a Notice of Nonpayment to the Certificate Insurer, as provided in the preceding sentence, is limited to the availability, timeliness and accuracy of the information provided to it by the Securities Administrator. In the event the Trustee receives a certified copy of an order of the appropriate court that any scheduled payment of principal or interest on an Insured Certificate has been voided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall promptly notify the Certificate Insurer in writing, as appropriate, and the fiscal agent, if any, and the Trustee shall make a claim on the applicable Certificate Insurance Policy in accordance with the provisions thereof to obtain payment by the Certificate Insurer of such voided scheduled payment. In addition, the Trustee shall mail notice to all Holders of the Insured Certificates so affected that, in the event that any such Holder’s scheduled payment is so recovered, such Holder will be entitled to payment pursuant to the terms of the related Certificate Insurance Policy, a copy of which shall be made available to such Holders by the Trustee. The Trustee shall furnish to the Certificate Insurer and the appropriate fiscal agent, if any, its records listing the payments on the affected Insured Certificates, if any, that have been made by the Trustee and subsequently recovered from the affected Holders, and the dates on which such payments were made by the Trustee. (b) At the time of the execution hereof, and for the purposes hereof, the Trustee shall establish 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 either Certificate Insurance Policy into the Policy Payments Account and distribute such amount only for the purposes of making payments to Holders of the related Insured Certificates (or other amounts payable pursuant to the second paragraph of subsection (a) above on the applicable Class of Certificates by the Certificate Insurer pursuant to the related Certificate Insurance Policy) for which the related claim was made under the applicable Certificate Insurance Policy. Such amounts shall be allocated by the Trustee to Holders of Insured Certificates entitled to such payments in the same manner as principal and interest distributions are to be allocated with respect to such Certificates pursuant to Section 5.02. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to make regular payments hereunder with funds withdrawn from the Certificate Account. However, any payments made on the Insured Certificates from funds in the Policy Payments Account shall be noted as provided in subsection (e) below. Funds held in the Policy Payments Account shall not be invested by the Trustee. (c) Any funds received from the Certificate Insurer for deposit into the Policy Payments Account pursuant to a Certificate Insurance Policy in respect of a Distribution Date or otherwise as a result of any claim under such Certificate Insurance Policy shall be applied by the Trustee directly to the payment in full (i) of the Insured Amounts due on such Distribution Date on the Insured Certificates or (ii) of other amounts to which payments under such Certificate Insurance Policy are to be applied. Funds received by the Trustee as a result of any claim under a Certificate Insurance Policy shall be used solely for payment to the Holders of the related Insured Certificates and may not be applied for any other purpose, including, without limitation, satisfaction of any costs, expenses or liabilities of the Trustee or the Trust Fund. Any funds remaining in the Policy Payments Account on the first Business Day after each Distribution Date (other than the final Distribution Date to the extent of funds remaining in the Policy Payments Account required to be paid to Holders of the applicable Insured Certificates) shall be remitted promptly to the Certificate Insurer pursuant to the written instruction of the Certificate Insurer. (d) The Trustee shall keep complete and accurate records in respect of (i) all funds remitted to the Trustee by the Certificate Insurer and deposited into the Policy Payments Account and (ii) based on the information delivered by the Securities Administrator, the allocation of such funds to (A) payments of interest on and principal in respect of any Insured Certificates (B) Deferred Amounts allocated to the Class A9 Certificates and (C) payments in respect of Preference Payments. The Certificate Insurer shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days’ prior notice to the Trustee. Any Insured Amounts disbursed by the Trustee from proceeds of either Certificate Insurance Policy shall be considered payment by the Certificate Insurer and not by the Trust Fund with respect to the related Insured Certificates and the Certificate Insurer will be entitled to receive the related Reimbursement Amount in accordance with the priorities set forth in Section 5.02. (e) The Trustee acknowledges, and each Holder of an Insured Certificate by their acceptance of such Certificate agree, that, without the need for any further action on the part of the Certificate Insurer or the Trustee, to the extent the Certificate Insurer pays Insured Amounts or Preference Payment, directly or indirectly, on account of principal of or interest on any such Class of Certificates, the Certificate Insurer will be fully subrogated to the rights of the Holders of such Class to receive the related Reimbursement Amount. The Holders of each Insured Certificate, by acceptance of their respective Classes of Certificates assign their rights as Holders of such Class of Certificates to the extent of the Certificate Insurer’s interest with respect to amounts paid under the Certificate Insurance Policy. Each of the Depositor and Trustee agrees to such subrogation and, further agrees to execute such instruments and to take such actions as, in the sole judgment of the Certificate Insurer are necessary to evidence such subrogation and, subject to the priority of payment provisions of this Agreement, to perfect the rights of the Certificate Insurer to receive any moneys paid or payable in respect of the Insured Certificates under this Agreement or otherwise. Anything herein to the contrary notwithstanding, solely for purposes of determining the Certificate Insurer’s rights as subrogee for payments distributable pursuant to Section 5.02, any payment with respect to distributions to the related Insured Certificates that is made with funds received pursuant to the terms of the applicable Certificate Insurance Policy shall not be considered payment of such Class of Certificates from the Trust Fund and shall not result in the distribution or the provision for the distribution in reduction of the Class Principal Amount of such Class of Certificates or Current Interest thereon, within the meaning of Article V. (f) The Trustee shall promptly notify the Certificate Insurer of either of the following as to which a Responsible Officer has actual knowledge: (A) the commencement of any proceeding by or against the Depositor commenced under the Bankruptcy Code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an “Insolvency Proceeding”) and (B) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a “Preference Claim”) of any distribution made with respect to the Insured Certificates. Each Holder of an Insured Certificate, by its purchase of its respective Class of Certificate, and the Trustee hereby agree that the Certificate Insurer (so long as no Certificate Insurer Default exists) may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Certificate Insurer shall be subrogated to the rights of the Trustee and each Holder of an Insured Certificate in the conduct of any Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim. (g) The Trustee shall surrender the Certificate Insurance Policies to the Certificate Insurer for cancellation upon the termination of the Trust Fund pursuant to Article VII hereof.

The Certificate Insurance Policies. (a) If, on On each Determination Date the second Business Day before any Distribution Servicer shall determine with respect to the immediately following Payment Date, the Trustee determines that an Insured Amount is required amounts to be made by on deposit in the Certificate Insurer Collection Account on such Payment Date with respect to the immediately preceding Collection Period and equal to the total of (A) Available Funds with respect to such Collection Period, minus (B) the Trust Operating Expenses (the "Available Distribution DateAmount") and shall inform the Trustee in writing of the results of such determination. (b) If the Class A Insured Distribution Amount for any Payment Date exceeds the Available Distribution Amount for such Payment Date (such event being an "Available Funds Shortfall"), the Trustee shall determine the amount of any such Insured Amount and shall give written notice to the Certificate Insurer by completing complete a Notice of Nonpayment in the form of Exhibit A to the Certificate Insurance Policy and submitting submit such Notice of Nonpayment by notice to the Certificate Insurer no later than 12:00 noon, noon New York City time on such the second Business Day preceding such Payment Date as a claim for a Insured Payment in an Insured Amount. The Trustee’s responsibility for delivering a Notice of Nonpayment to the Certificate Insurer, as provided in the preceding sentence, is limited to the availability, timeliness and accuracy of the information provided to it by the Securities Administrator. In the event the Trustee receives a certified copy of an order of the appropriate court that any scheduled payment of principal or interest on an Insured Certificate has been voided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall promptly notify the Certificate Insurer in writing, as appropriate, and the fiscal agent, if any, and the Trustee shall make a claim on the applicable Certificate Insurance Policy in accordance with the provisions thereof to obtain payment by the Certificate Insurer of such voided scheduled payment. In addition, the Trustee shall mail notice to all Holders of the Insured Certificates so affected that, in the event that any such Holder’s scheduled payment is so recovered, such Holder will be entitled to payment pursuant to the terms of the related Certificate Insurance Policy, a copy of which shall be made available amount equal to such Holders by the Trustee. The Trustee shall furnish to the Certificate Insurer and the appropriate fiscal agent, if any, its records listing the payments on the affected Insured Certificates, if any, that have been made by the Trustee and subsequently recovered from the affected Holders, and the dates on which such payments were made by the Trustee. (b) At the time of the execution hereof, and for the purposes hereof, the Trustee shall establish 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 either Certificate Insurance Policy into the Policy Payments Account and distribute such amount only for the purposes of making payments to Holders of the related Insured Certificates (or other amounts payable pursuant to the second paragraph of subsection (a) above on the applicable Class of Certificates by the Certificate Insurer pursuant to the related Certificate Insurance Policy) for which the related claim was made under the applicable Certificate Insurance Policy. Such amounts shall be allocated by the Trustee to Holders of Insured Certificates entitled to such payments in the same manner as principal and interest distributions are to be allocated with respect to such Certificates pursuant to Section 5.02. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to make regular payments hereunder with funds withdrawn from the Certificate Account. However, any payments made on the Insured Certificates from funds in the Policy Payments Account shall be noted as provided in subsection (e) below. Available Funds held in the Policy Payments Account shall not be invested by the TrusteeShortfall. (c) Any funds received Upon receipt of Insured Payments from the Certificate Insurer for Insurer, the Trustee shall immediately deposit into such Insured Payments in the Policy Payments Collection Account pursuant and shall distribute such Insured Payments, or the proceeds thereof, in accordance with Section 6.06 to a Certificate Insurance Policy in respect the Class A Certificateholders. The parties hereto recognize that the making of a Distribution Date or otherwise as a result an Insured Payment does not relieve any of the parties hereto of any claim obligation hereunder or under such Certificate Insurance Policy shall be applied by the Trustee directly to the payment in full (i) any of the Insured Amounts due on such Distribution Date on the Insured Certificates or (ii) of other amounts to which payments under such Certificate Insurance Policy are to be applied. Funds received by the Trustee as a result of any claim under a Certificate Insurance Policy shall be used solely for payment to the Holders of the related Insured Certificates and may not be applied for any other purpose, including, without limitation, satisfaction of any costs, expenses or liabilities of the Trustee or the Trust Fund. Any funds remaining in the Policy Payments Account on the first Business Day after each Distribution Date (other than the final Distribution Date to the extent of funds remaining in the Policy Payments Account required to be paid to Holders of the applicable Insured Certificates) shall be remitted promptly to the Certificate Insurer pursuant to the written instruction of the Certificate InsurerTransaction Documents. (d) The Trustee shall keep complete and accurate records in respect of (i) all funds remitted to receive Insured Payments as attorney-in-fact of each of the Trustee by the Certificate Insurer and deposited into the Policy Payments Account Class A Certificateholders and (ii) based on the information delivered by the Securities Administrator, the allocation of disburse such funds to (A) payments of interest on and principal in respect of any Insured Certificates (B) Deferred Amounts allocated Payment to the Class A9 Certificates and (C) payments A Certificateholders as set forth in respect of Preference PaymentsSection 6.06. The Certificate Insurer shall have be entitled to receive the right related Reimbursement Amount pursuant to inspect such records at reasonable times during normal business hours upon three Business Days’ prior notice Sections 6.06(b)(xi) and 6.06(c)(xii) hereof with respect to the Trustee. Any each Insured Amounts disbursed by the Trustee from proceeds of either Certificate Insurance Policy shall be considered payment Payment made by the Certificate Insurer Insurer. The Trustee hereby agrees on behalf of each Class A Certificateholder and not by the Trust Fund with respect for the benefit of the Certificate Insurer that it recognizes that to the related extent the Certificate Insurer makes Insured Certificates and Payments, either directly or indirectly (as by paying through the Trustee), to the Class A Certificateholders, the Certificate Insurer will be entitled to receive the related Reimbursement Amount in accordance with the priorities set forth in Section 5.02pursuant to Sections 6.06(b)(xi) and 6.06(c)(xii) hereof. (e) The Trustee acknowledgesClass A Certificates will be insured by the Certificate Insurance Policy pursuant to the terms set forth therein, notwithstanding any provisions to the contrary contained in this Agreement. All amounts received under the Certificate Insurance Policy shall be used solely for the payment to Class A Certificateholders of principal at maturity and each Holder of an Insured Certificate by their acceptance of such Certificate agree, that, without the need for any further action interest on the part Class A Certificates. (f) If a Responsible Officer of the Trustee at any time has actual knowledge that there will not be sufficient moneys in the Collection Account to make all required payments of principal and interest to the Certificateholders on the applicable Payment Date, the Trustee shall immediately notify the Certificate Insurer or its designee by telephone, promptly confirmed in writing by overnight mail or facsimile transmission, of the Trusteeamount of such deficiency. In addition, if a Responsible Officer of the Trustee has actual notice that any of the Class A Certificateholders have been required to disgorge payments of principal or interest on the Class A Certificate pursuant to a final judgment by a court of competent jurisdiction that such payment constitutes a voidable preference to such Holders within the meaning of any applicable bankruptcy laws, then the Trustee shall notify the Certificate Insurer or its designee of such fact by telephone, promptly confirmed in writing by overnight mail or facsimile transmission. Such notice shall be in addition to the procedures set forth in the Certificate Insurer Policy for making a claim under the Certificate Insurance Policy. (g) The parties hereto recognize that, to the extent that the Certificate Insurer pays Insured Amounts or Preference Paymentmakes payments, directly or indirectly, on account of principal of or interest on any such Class of Certificates, the Certificate Insurer will be fully subrogated to the rights of the Holders of such Class to receive the related Reimbursement Amount. The Holders of each Insured Certificate, by acceptance of their respective Classes of Certificates assign their rights as Holders of such Class of Certificates to the extent of the Certificate Insurer’s interest with respect to amounts paid under the Certificate Insurance Policy. Each of the Depositor and Trustee agrees to such subrogation and, further agrees to execute such instruments and to take such actions as, in the sole judgment of the Certificate Insurer are necessary to evidence such subrogation and, subject to the priority of payment provisions of this Agreement, to perfect the rights of the Certificate Insurer to receive any moneys paid or payable in respect of the Insured Certificates under this Agreement or otherwise. Anything herein to the contrary notwithstanding, solely for purposes of determining the Certificate Insurer’s rights as subrogee for payments distributable pursuant to Section 5.02, any payment with respect to distributions to the related Insured Certificates that is made with funds received pursuant to the terms of the applicable Certificate Insurance Policy shall not be considered payment of such Class of Certificates from the Trust Fund and shall not result in the distribution or the provision for the distribution in reduction of the Class Principal Amount of such Class of Certificates or Current Interest thereon, within the meaning of Article V. (f) The Trustee shall promptly notify the Certificate Insurer of either of the following as to which a Responsible Officer has actual knowledge: (A) the commencement of any proceeding by or against the Depositor commenced under the Bankruptcy Code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an “Insolvency Proceeding”) and (B) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a “Preference Claim”) of any distribution made with respect to the Insured A Certificates. Each Holder of an Insured Certificate, by its purchase of its respective Class of Certificate, and the Trustee hereby agree that the Certificate Insurer (so long as no Certificate Insurer Default exists) may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Certificate Insurer shall be subrogated to the rights of the Trustee Holders to receive distributions of principal and each Holder of an Insured Certificate interest in accordance with 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 Claimterms hereof. (gh) The Trustee shall surrender the Certificate Insurance Policies parties hereto grant to the Certificate Insurer for cancellation upon the termination right of prior approval of amendments or supplements to the Transaction Documents and of the Trust Fund pursuant exercise of any option, vote, right, power or the like available to Article VII hereofthe Class A Certificateholders hereunder.

The Certificate Insurance Policies. (a) If, Within two (2) days prior to each Funds Transfer Date and based solely on the second Business Day before any Distribution Date, Loan Summary and Remittance Report delivered to the Trustee determines that an Insured Amount is required to be made by and the Certificate Insurer on such Distribution DateInsurers, the Trustee shall determine the amount of any such Insured Amount and shall give written notice with respect to the Certificate Insurer by completing immediately following Distribution Date, the Net Available Amount. (b) If on any Distribution Date there is a Notice of Nonpayment Class A Deficiency Amount or Class M Deficiency Amount, the Trustee shall complete a notice and certificate in the form of Exhibit A to the Class A Certificate Insurance Policy and submitting Class M Certificate Insurance Policy, respectively, and submit such Notice of Nonpayment by 12:00 noonnotice to the related Certificate Insurer no later than 10:00 a.m. New York, New York City time on such the second Business Day preceding such Distribution Date as a claim for an a Class A Insured Amount. The Trustee’s responsibility for delivering a Notice of Nonpayment to the Certificate InsurerPayment or Class M Insured Payment, as provided applicable, in the preceding sentencean amount equal to such Class A Deficiency Amount or Class M Deficiency Amount, is limited to the availability, timeliness and accuracy of the information provided to it by the Securities Administrator. In the event the Trustee receives a certified copy of an order of the appropriate court that any scheduled payment of principal or interest on an Insured Certificate has been voided in whole or in part as a preference payment under applicable bankruptcy law, the applicable. (c) The Trustee shall promptly notify establish two separate Eligible Accounts for the Certificate Insurer in writing, as appropriate, and the fiscal agent, if any, and the Trustee shall make a claim on the applicable Certificate Insurance Policy in accordance with the provisions thereof to obtain payment by the Certificate Insurer benefit of such voided scheduled payment. In addition, the Trustee shall mail notice to all Holders of the Insured Certificates so affected that, in and each Certificate Insurer referred to herein as 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 related "Class A Certificate Insurance Policy, a copy of which shall be made available to such Holders by the Trustee. The Trustee shall furnish to the Certificate Insurer Payment Account" and the appropriate fiscal agent, if any, its records listing the payments on the affected Insured Certificates, if any, that have been made by the Trustee and subsequently recovered from the affected Holders, and the dates on which such payments were made by the Trustee. (b) At the time of the execution hereof, and for the purposes hereof, the Trustee shall establish the Policy Payments Account "Class M Certificate Insurance Payment 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 upon receipt any amount amounts paid under either the Class A Certificate Insurance Policy and the Class M Certificate Insurance Policy into the Policy Payments Class A Certificate Insurance Payment Account and the Class M Certificate Insurance Payment Account, respectively, and distribute such amount only for the purposes of making payments payment to Holders the Class A and Class A-IO Certificateholders of the related Class A Insured Certificates (or other amounts payable pursuant Payment and to the second paragraph Class M Certificateholders of subsection (a) above on the applicable Class of Certificates by the Certificate Insurer pursuant to the related Certificate Insurance Policy) M Insured Payment for which the related a claim was made and such amount may not be applied to satisfy any costs, expenses or liabilities of the Master Servicer, the Trustee or the Trust Fund. Amounts paid under the applicable Certificate Insurance Policy. Such amounts Policies, to the extent needed to pay the Class A Deficiency Amount or Class M Deficiency Amount shall be allocated transferred to the Certificate Account on the related Distribution Date and disbursed by the Trustee to Holders of Insured Certificates entitled to such payments the Class A and Class A-IO Certificateholders and Class M Certificateholders, respectively, in the same manner as principal and interest distributions are to be allocated accordance with respect to such Certificates pursuant to Section 5.026.05. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Class A or Class M Deficiency Amounts with other funds available to make regular payments hereunder with funds withdrawn from the Certificate Accountsuch payment. However, the amount of any payments made payment of principal or of interest on the Insured Class A, Class A-IO or Class M Certificates to be paid from funds in transferred from the Policy Payments related Certificate Insurance Payment Account shall be noted as provided in subsection paragraph (ed) belowbelow in the Certificate Register and in the statement to be furnished to Holders of the Class A, Class A-IO or Class M Certificates pursuant to Section 6.07. Funds held in each of the Policy Payments Account Certificate Insurance Payment Accounts shall not be invested by the Trustee. (c) Any funds received from the Certificate Insurer for deposit into the Policy Payments Account pursuant to a Certificate Insurance Policy in respect of a Distribution Date or otherwise as a result of any claim under such Certificate Insurance Policy shall be applied by the Trustee directly to the payment in full (i) of the Insured Amounts due on such Distribution Date on the Insured Certificates or (ii) of other amounts to which payments under such Certificate Insurance Policy are to be applied. Funds received by the Trustee as a result of any claim under a Certificate Insurance Policy shall be used solely for payment to the Holders of the related Insured Certificates and may not be applied for any other purpose, including, without limitation, satisfaction of any costs, expenses or liabilities of the Trustee or the Trust Fundinvested. Any funds remaining in the Policy Payments Class A Certificate Insurance Payment Account or the Class M Certificate Insurance Payment Account on the first Business Day after each following a Distribution Date (other than the final Distribution Date shall be returned to the extent of funds remaining in the Policy Payments Account required to be paid to Holders of the applicable Insured Certificates) shall be remitted promptly to the Class A Certificate Insurer and the Class M Certificate Insurer, respectively, pursuant to the written instruction instructions of such Certificate Insurer by the Certificate Insurerend of such Business Day. (d) The Trustee shall keep a complete and accurate records in respect record of (i) all funds remitted to the Trustee by the Certificate Insurer and deposited into the Policy Payments Account and (ii) based on the information delivered by the Securities Administrator, the allocation of such funds to (A) payments amount of interest on and principal paid in respect of any Insured Certificates (B) Deferred Amounts allocated to Class A, Class A-IO or Class M Certificate from moneys received under the Certificate Insurance Policies and whether the source of such payment was the Class A9 Certificates and (C) payments in respect of Preference PaymentsA Certificate Insurance Policy or the Class M Certificate Insurance Policy. The Class A and Class M Certificate Insurer Insurers shall have the right to inspect such records at reasonable times during normal business hours upon three one Business Days’ Day's prior notice to the Trustee. Any Insured Amounts disbursed by the Trustee from proceeds of either Certificate Insurance Policy shall be considered payment by the Certificate Insurer and not by the Trust Fund with respect to the related Insured Certificates and the Certificate Insurer will be entitled to receive the related Reimbursement Amount in accordance with the priorities set forth in Section 5.02. (e) The In the event that the Trustee acknowledgeshas received a certified copy of an order of the appropriate court that any Class A or Class M Insured Payment has been voided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall so notify the related Certificate Insurer, shall comply with the provisions of the related Certificate Insurance Policy to obtain payment by such Certificate Insurer of such voided Class A or Class M Insured Payment, and each Holder of an Insured Certificate by their acceptance of shall, at the time it provides notice to such Certificate agreeInsurer, notify, by mail to the Certificateholders of the affected Class A, Class A-IO or Class M Certificates that, without in the need for event any further action on Certificateholder's Class A or Class M Insured Payment is so voided, such Certificateholder will be entitled to payment pursuant to the part related Certificate Insurance Policy, a copy of which shall be made available through the Trustee, such Certificate Insurer or such Certificate Insurer's fiscal agent, if any, and the Trustee, Trustee shall furnish to the extent the such Certificate Insurer pays Insured Amounts or Preference Paymentits fiscal agent, directly or indirectlyif any, on account of principal of or interest on any such Class of Certificates, its records evidencing the Certificate Insurer will be fully subrogated to payments which have been made by the rights of the Holders of such Class to receive the related Reimbursement Amount. The Holders of each Insured Certificate, by acceptance of their respective Classes of Certificates assign their rights as Holders of such Class of Certificates to the extent of the Certificate Insurer’s interest with respect to amounts paid under the Certificate Insurance Policy. Each of the Depositor Trustee and Trustee agrees to such subrogation and, further agrees to execute such instruments and to take such actions as, in the sole judgment of the Certificate Insurer are necessary to evidence such subrogation and, subject to the priority of payment provisions of this Agreement, to perfect the rights of the Certificate Insurer to receive any moneys paid or payable in respect of the Insured Certificates under this Agreement or otherwise. Anything herein to the contrary notwithstanding, solely for purposes of determining the Certificate Insurer’s rights as subrogee for payments distributable pursuant to Section 5.02, any payment with respect to distributions to the related Insured Certificates that is made with funds received pursuant to the terms of the applicable Certificate Insurance Policy shall not be considered payment of such Class of Certificates subsequently recovered from the Trust Fund Certificateholders, and shall not result in the distribution or the provision for the distribution in reduction of the Class Principal Amount of dates on which such Class of Certificates or Current Interest thereon, within the meaning of Article V.payments were made. (f) The Trustee shall promptly notify the Class A Certificate Insurer of either any proceeding or the institution of the following as to any action, of which a Responsible Officer of the Trustee has actual knowledge: (A) the commencement of any proceeding by or against the Depositor commenced under the Bankruptcy Code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an “Insolvency Proceeding”) and (B) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership or similar law (a “"Class A Preference Claim”") of any distribution made with respect to the Insured Class A or Class A-IO Certificates. Each Holder of an Insured CertificateClass A and Class A-IO Certificateholder, by its purchase of its respective a Class of A and Class A-IO Certificate, respectively, the Master Servicer and the Trustee hereby agree that that, the Class A Certificate Insurer (so long as no Certificate Insurer Default exists) may at any time during the continuation of any proceeding relating to a Class A Preference Claim direct all matters relating to such Class A Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any such Class A Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Class A Certificate Insurer shall be subrogated to, and each Class A and Class A-IO Certificateholder, the Master Servicer and the Trustee hereby delegate and assign to the Class A Certificate Insurer, to the fullest extent permitted by law, the rights of the Master Servicer, the Trustee and each Holder of an Insured Certificate Class A and Class A-IO Certificateholder in the conduct of any such Class A Preference Claim, including, without limitation, all rights of any party to an any adversary proceeding or action with respect to any court order issued in connection with any such Class A Preference Claim. (g) The Trustee shall promptly notify the Class M Certificate Insurer of any proceeding or the institution of any action, of which a Responsible Officer of the Trustee has actual knowledge, seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership or similar law (a "Class M Preference Claim") of any distribution made with respect to the Class M Certificates. Each Class M Certificateholder, by its purchase of a Class M Certificate, the Master Servicer and the Trustee agree that, the Class M Certificate Insurer may at any time during the continuation of any proceeding relating to a Class M Preference Claim direct all matters relating to such Class M Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to such Class M Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Class M Certificate Insurer shall be subrogated to, and each Class M Certificateholder, the Master Servicer and the Trustee hereby delegate and assign to the Class M Certificate Insurer, to the fullest extent permitted by law, the rights of the Master Servicer, the Trustee and each Class M Certificateholder in the conduct of any such Class M Preference Claim, including, without limitation, all rights of any party to any adversary proceeding or action with respect to any court order issued in connection with any such Class M Preference Claim. (h) The Trustee shall, upon retirement of the Class A and Class A-IO Certificates and of the Class M Certificates, furnish to the related Certificate Insurer a notice of such retirement, and, upon retirement of the Class A and Class A-IO Certificates and of the Class M Certificates and the expiration of the term of the related Certificate Insurance Policy, surrender the related Certificate Insurance Policies Policy to the related Certificate Insurer for cancellation upon the termination of the Trust Fund pursuant to Article VII hereofcancellation.

The Certificate Insurance Policies. (a) If, on the second Business Day before any Distribution Date, the Trustee determines that an Insured Amount Payment is required to be made by the Certificate Insurer with respect to either the Class A3 Certificate Insurance Policy or the Class A4 Certificate Insurance Policy on such Distribution Date, the Trustee shall determine the amount of any such Insured Amount Payment and shall give written notice to the Certificate Insurer by completing a Notice of Nonpayment in the form of Exhibit A to the related Certificate Insurance Policy and submitting such Notice of Nonpayment by 12:00 noon, New York City time on such second Business Day as a claim for an Insured AmountPayment. The Trustee’s 's responsibility for delivering a Notice of Nonpayment to the Certificate Insurer, as provided in the preceding sentence, is limited to the availability, timeliness and accuracy of the information provided to it by the Securities Administrator. Master Servicer. (b) In the event the Trustee receives a certified copy of an order of the appropriate court that any scheduled payment of principal or interest on an Insured a Class A3 Certificate or Class A4 Certificates 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 in writingInsurer, as appropriate, and the fiscal agentFiscal Agent, if any, and (ii) comply with the Trustee shall make a claim on provisions of the applicable Certificate Insurance Policy in accordance with the provisions thereof to obtain payment by the Certificate Insurer of such voided scheduled payment. In addition, the Trustee shall mail notice to all Holders of the Insured Class A3 Certificates or Class A4 Certificates, as the case may be, so affected that, in the event that any such Holder’s 's scheduled payment is so recovered, such Holder will be entitled to payment pursuant to the terms of the related applicable Certificate Insurance Policy, a copy of which shall be made available to such Holders by the Trustee. The Trustee shall furnish to the Certificate Insurer and the appropriate fiscal agentFiscal Agent, if any, its records listing the payments on the affected Insured Class A3 or Class A4 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. (bc) At the time of the execution hereof, and for the purposes hereof, the Trustee shall establish two separate special purpose trust accounts in the name of the Trustee, one for the benefit of Holders of the Class A3 Certificates (the "Class A3 Policy Payments Account Account") and the other for the benefit of the Holders of the Class A4 Certificates (the "Class A4 Policy Payments Account") over which the Trustee shall have exclusive control and sole right of withdrawal. The Each such Policy Payments Account shall be an Eligible Account. . (i) The Trustee shall deposit any amount paid under either the Class A3 Certificate Insurance Policy into the Class A3 Policy Payments Account and distribute such amount only for the purposes of making payments to Holders of the related Insured Class A3 Certificates in respect of the Class A3 Guaranteed Distributions (or other amounts payable pursuant to the second paragraph of subsection (ab) above above) on the applicable Class of A3 Certificates by the Certificate Insurer pursuant to the related Class A3 Certificate Insurance Policy) for which the related claim was made under the applicable Class A3 Certificate Insurance Policy. Such amounts shall be allocated by the Trustee to Holders of Insured Class A3 Certificates entitled to affected by such payments shortfalls in the same manner as principal and interest distributions are to be allocated with respect to such Certificates pursuant to Section 5.02. (ii) The Trustee shall deposit any amount paid under the Class A4 Certificate Insurance Policy into the Class A4 Policy Payments Account and distribute such amount only for purposes of making payments to the Holders of the Class A4 Certificates in respect of Class A4 Guaranteed Distributions (or other amounts payable pursuant to paragraph (b) above) on the Class A4 Certificates by the Certificate Insurer pursuant to the Class A4 Certificate Insurance Policy) for which the related claim was made under the Class A4 Certificate Insurance Policy. Such amounts shall be allocated by the Trustee to the Holders of the Class A4 Certificates affected by such shortfalls in the same manner as principal and interest distributions are to be allocated with respect to such Certificates pursuant to Section 5.02. (iii) It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to make regular payments hereunder with funds withdrawn from the Certificate Account. However, any payments made on the Insured Class A3 Certificates from funds in the Class A3 Policy Payments Account or to the Class A4 Certificates from funds in the Class A4 Policy Payments Account shall be noted as provided in subsection (e) below. Funds held in the either Policy Payments Account shall not be invested by the Trustee. (ci) Any funds received from the Certificate Insurer for deposit into the Class A3 Policy Payments Account pursuant to a the Class A3 Certificate Insurance Policy in respect of a Distribution Date or otherwise as a result of any claim under such Class A3 Certificate Insurance Policy shall be applied by the Trustee directly to the payment in full (i) of the Insured Amounts Payments due on such Distribution Date on the Insured Certificates Class A3 Certificates, or (ii) of other amounts to which payments under such the Class A3 Certificate Insurance Policy are to be applied. Funds received by the Trustee as a result of any claim under a the Class A3 Certificate Insurance Policy shall be used solely for payment to the Holders of the related Insured Certificates Class A3 Certificates, respectively, and may not be applied for any other purpose, including, without limitation, satisfaction of any costs, expenses or liabilities of the Trustee or the Trust Fund. Any funds remaining in the Class A3 Policy Payments Account on the first Business Day after each Distribution Date (other than the final Distribution Date to the extent of funds remaining in the Policy Payments Account required to be paid to Holders of the applicable Insured Certificates) shall be remitted promptly to the Certificate Insurer pursuant to the written instruction of the Certificate Insurer. (dii) Any funds received from the Certificate Insurer for deposit into the Class A4 Policy Payments Account pursuant to the Class A4 Certificate Insurance Policy in respect of a Distribution Date or otherwise as a result of any claim under such Class A4 Certificate Insurance Policy shall be applied by the Trustee directly to the payment in full (i) of the Insured Payments due on such Distribution Date on the Class A4 Certificates, or (ii) of other amounts to which payments under the Class A4 Certificate Insurance Policy are to be applied. Funds received by the Trustee as a result of any claim under the Class A4 Certificate Insurance Policy shall be used solely for payment to the Holders of the Class A4 Certificates, respectively, and may not be applied for any other purpose, including, without limitation, satisfaction of any costs, expenses or liabilities of the Trustee or the Trust Fund. Any funds remaining in the Class A4 Policy Payments Account on the first Business Day after each Distribution Date shall be remitted promptly to the Certificate Insurer pursuant to the written instruction of the Certificate Insurer. (e) The Trustee shall keep complete and accurate records in respect of (i) all funds remitted to the Trustee it by the Certificate Insurer and deposited into the either Policy Payments Account and (ii) based on the information delivered by the Securities Administrator, the allocation of such funds to (A) payments of interest on and principal in respect of any Insured Class A3 Certificates or Class A4 Certificates, as applicable, (B) Deferred Amounts Realized Losses allocated to the Class A9 A3 or Class A4 Certificates, as applicable, (C) Net Prepayment Interest Shortfalls attributable to Principal Prepayments in full allocated to the Class A3 Certificates or Class A4 Certificates, as applicable, and (CD) payments in respect of Preference PaymentsAmounts on either the Class A3 or Class A4 Certificates. The Certificate Insurer shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days’ ' prior notice to the Trustee. Any Insured Amounts Payments disbursed by the Trustee from proceeds of either the Class A3 Certificate Insurance Policy or Class A4 Certificate Insurance Policy shall be considered payment by the Certificate Insurer and not by the Trust Fund with respect to the related Insured Certificates and the Certificate Certificates Insurer will be entitled to receive the related Reimbursement Amount in accordance with the priorities set forth in pursuant to Section 5.025.02(a)(vii). (ef) The Trustee acknowledges, and each Holder of an Insured a Class A3 Certificate and Class A4 Certificate by their its acceptance of such Certificate agreeagrees, that, without the need for any further action on the part of the Certificate Insurer or the Trustee, to the extent the Certificate Insurer pays makes Insured Amounts or Preference PaymentPayments, directly or indirectly, on account of principal of or interest on any such Class of A3 Certificates or Class A4 Certificates, the Certificate Insurer will be fully subrogated to the rights of the Holders of such Class Certificates to receive the related Reimbursement AmountAmount pursuant to Section 5.02(a)(vii). The Holders of each Insured CertificateClass A3 and Class A4 Certificateholders, by acceptance of their respective Classes of Certificates Certificates, assign their rights as Holders of such Class of Certificates to the extent of the Certificate Insurer’s 's interest with respect to amounts paid under the Class A3 Certificate Insurance Policy, or Class A4 Certificate Insurance Policy, as applicable. Each of the Depositor and Trustee agrees to such subrogation and, further agrees to execute such instruments and to take such actions as, in the sole judgment of the Certificate Insurer are necessary to evidence such subrogation and, subject to the priority of payment provisions of this Agreement, to perfect the rights of the Certificate Insurer to receive any moneys paid or payable in respect of the Insured Certificates Class A3 or Class A4 Certificates, as applicable, under this Agreement or otherwise. Anything herein to the contrary notwithstanding, solely for purposes of determining the Certificate Insurer’s 's rights as subrogee for payments distributable pursuant to Section 5.02, any payment with respect to distributions to the related Insured Class A3 or Class A4 Certificates that is made with funds received pursuant to the terms of the applicable Certificate Insurance Policy shall not be considered payment of such the Class of Certificates A3 or Class A4 Certificates, as the case may be, from the Trust Fund and shall not result in the distribution or the provision for the distribution in reduction of the Class Principal Amount of such the Class of Certificates A3 or Current Class A4 Certificates, as the case may be, or Accrued Certificate Interest thereon, thereon within the meaning of Article V. (fg) Upon a Responsible Officer of the Trustee obtaining actual knowledge of the occurrence of an Event of Default, the Trustee shall promptly notify the Certificate Insurer of such Event of Default. (h) The Trustee shall promptly notify the Certificate Insurer of either of the following as to which a Responsible Officer has actual knowledge: (A) the commencement of any proceeding by or against the Depositor commenced under the Bankruptcy Code United States bankruptcy code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an “"Insolvency Proceeding”") and (B) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a “"Preference Claim”") of any distribution made with respect to the Insured Class A3 Certificates or Class A4 Certificates. Each Holder of an Insured Certificatea Class A3 Certificate or Class A4 Certificates, by its purchase of its respective Class of Certificatesuch Certificates, and the Trustee hereby agree that the Certificate Insurer (so long as no the Certificate Insurer Default exists) may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Certificate Insurer shall be subrogated to the rights of the Trustee and each Holder of an Insured Certificate a Class A3 or Class A4 Certificate, as applicable, in the conduct of any Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim. (gi) The Trustee shall surrender the Class A3 Certificate Insurance Policies Policy and the Class A4 Certificate Insurance Policy to the Certificate Insurer for cancellation upon the termination of the Trust Fund pursuant to Article VII Section 7.01 hereof.

The Certificate Insurance Policies. (a) If, on the second Business Day before any Distribution Date, the Trustee determines that an Insured Amount is required to be made by the Certificate Insurer on such Distribution Date, the Trustee shall determine the amount of any such Insured Amount and shall give written notice to the Certificate Insurer by completing a Notice of Nonpayment in the form of Exhibit A to the each Certificate Insurance Policy and submitting such Notice of Nonpayment by 12:00 noon, New York City time on such second Business Day as a claim for an Insured Amount. The Trustee’s responsibility for delivering a Notice of Nonpayment to the Certificate Insurer, as provided in the preceding sentence, is limited to the availability, timeliness and accuracy of the information provided to it by the Securities AdministratorMaster Servicer. In the event the Trustee receives a certified copy of an order of the appropriate court that any scheduled payment of principal or interest on an Insured a Guaranteed Certificate has been voided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall promptly notify the Certificate Insurer in writing, as appropriate, and the fiscal agent, if any, and the Trustee shall make a claim on the applicable a Certificate Insurance Policy in accordance with the provisions thereof to obtain payment by the Certificate Insurer of such voided scheduled payment. In addition, the Trustee shall mail notice to all Holders of the Insured Certificates so affected that, in the event that any such Holder’s scheduled payment is so recovered, such Holder will be entitled to payment pursuant to the terms of the related Certificate Insurance Policy, a copy of which shall be made available to such Holders by the Trustee. The Trustee shall furnish to the Certificate Insurer and the appropriate fiscal agent, if any, its records listing the payments on the affected Insured Certificates, if any, that have been made by the Trustee and subsequently recovered from the affected Holders, and the dates on which such payments were made by the Trustee. (b) At the time of the execution hereof, and for the purposes hereof, the Trustee shall establish 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 either a Certificate Insurance Policy into the Policy Payments Account and distribute such amount only for the purposes of making payments to Holders of the related Insured Certificates in respect of the Guaranteed Distributions (or other amounts payable pursuant to the second paragraph of subsection (a) above on the applicable Class of Insured Certificates by the Certificate Insurer pursuant to the related Certificate Insurance Policy) for which the related claim was made under the applicable such Certificate Insurance Policy. Such amounts shall be allocated by the Trustee to Holders of Insured Certificates entitled to such payments in the same manner as principal and interest distributions are to be allocated with respect to such Certificates pursuant to Section 5.02. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to make regular payments hereunder with funds withdrawn from the Certificate Account. However, any payments made on the Insured Certificates from funds in the Policy Payments Account shall be noted as provided in subsection (e) below. Funds held in the Policy Payments Account shall not be invested by the Trustee. (c) Any funds received from the Certificate Insurer for deposit into the Policy Payments Account pursuant to a Certificate Insurance Policy in respect of a Distribution Date or otherwise as a result of any claim under such Certificate Insurance Policy shall be applied by the Trustee directly to the payment in full (i) of the Insured Amounts due on such Distribution Date on the Insured Certificates or (ii) of other amounts to which payments under such Certificate Insurance Policy are to be applied. Funds received by the Trustee as a result of any claim under a Certificate Insurance Policy shall be used solely for payment to the Holders of the related Insured Certificates and may not be applied for any other purpose, including, without limitation, satisfaction of any costs, expenses or liabilities of the Trustee or the Trust Fund. Any funds remaining in the Policy Payments Account on the first Business Day after each Distribution Date (other than the final Distribution Date to the extent of funds remaining in the Policy Payments Account required to be paid to Holders of the applicable Insured Certificates) shall be remitted promptly to the Certificate Insurer pursuant to the written instruction of the Certificate Insurer. (d) The Trustee shall keep complete and accurate records in respect of (i) all funds remitted to the Trustee by the Certificate Insurer and deposited into the Policy Payments Account and (ii) based on the information delivered by the Securities Administrator, the allocation of such funds to (A) payments of interest on and principal in respect of any Insured Certificates (B) Deferred Applied Loss Amounts allocated to the Class A9 Insured Certificates and (C) payments in respect of Preference PaymentsAmounts. The Certificate Insurer shall have the right to inspect such records at reasonable times during normal business hours upon three Business Days’ prior notice to the Trustee. Any Insured Amounts disbursed by the Trustee from proceeds of either a Certificate Insurance Policy shall be considered payment by the Certificate Insurer and not by the Trust Fund with respect to the related Insured Certificates and the Certificate Insurer will be entitled to receive the related Reimbursement Amount in accordance with the priorities set forth in pursuant to Section 5.025.02(b)(iv) or Section 5.02(c)(iii), as applicable. (e) The Trustee acknowledges, and each Holder of an Insured a Guaranteed Certificate by their acceptance of such Certificate agree, that, without the need for any further action on the part of the Certificate Insurer or the Trustee, to the extent the Certificate Insurer pays Insured Amounts or Preference PaymentAmounts, directly or indirectly, on account of principal of or interest on any such Class of Certificates, the Certificate Insurer will be fully subrogated to the rights of the Holders of such Class to receive the related Reimbursement AmountAmount pursuant to Section 5.02(b)(iv) or Section 5.02(c)(iii), as applicable. The Holders of each Insured Guaranteed Certificate, by acceptance of their respective Classes of Certificates assign their rights as Holders of such Class of Certificates to the extent of the Certificate Insurer’s interest with respect to amounts paid under the related Certificate Insurance Policy. Each of the Depositor and Trustee agrees to such subrogation and, further agrees to execute such instruments and to take such actions as, in the sole judgment of the Certificate Insurer are necessary to evidence such subrogation and, subject to the priority of payment provisions of this Agreement, to perfect the rights of the Certificate Insurer to receive any moneys paid or payable in respect of the Insured Certificates under this Agreement or otherwise. Anything herein to the contrary notwithstanding, solely for purposes of determining the Certificate Insurer’s rights as subrogee for payments distributable pursuant to Section 5.02, any payment with respect to distributions to the related Insured Certificates that is made with funds received pursuant to the terms of the applicable each Certificate Insurance Policy shall not be considered payment of such Class of Certificates from the Trust Fund and shall not result in the distribution or the provision for the distribution in reduction of the Class Principal Amount of such Class of Certificates or Current Interest thereon, within the meaning of Article V. (f) The Trustee shall promptly notify the Certificate Insurer of either of the following as to which a Responsible Officer has actual knowledge: (A) the commencement of any proceeding by or against the Depositor commenced under the Bankruptcy Code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an “Insolvency Proceeding”) and (B) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a “Preference Claim”) of any distribution made with respect to the Insured Certificates. Each Holder of an Insured a Guaranteed Certificate, by its purchase of its respective Class of Certificate, and the Trustee hereby agree that the Certificate Insurer (so long as no Certificate Insurer Default exists) may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to 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 rights of the Trustee and each Holder of an Insured a Guaranteed 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. (g) The Trustee shall surrender the Certificate Insurance Policies to the Certificate Insurer for cancellation upon the termination of the Trust Fund pursuant to Article VII hereof.