Common use of Remedies; No Remedy Exclusive Clause in Contracts

Remedies; No Remedy Exclusive. (a) Upon the occurrence of an Event of Default, the Note Insurer may exercise any one or more of the rights and remedies set forth below: (i) declare all indebtedness of every type or description then owed by the Administrator, FMC or the Issuer to the Note Insurer to be immediately due and payable, and the same shall thereupon be immediately due and payable, in each case subject to the provisions of the Indenture; (ii) exercise any rights and remedies under the Trust Agreement, the Indenture or any other Basic Document in accordance with the terms thereof or direct the Indenture Trustee to exercise such remedies in accordance with the terms of the each such agreement, in each case subject to the provisions of the Indenture; or (iii) take whatever action at law or in equity as may appear necessary or desirable in its judgment to collect the amounts then due under this Insurance and Indemnity Agreement, the Trust Agreement, the Indenture or any other Basic Document or to enforce performance and observance of any obligation, agreement or covenant of the Administrator, FMC or the Issuer under this Insurance and Indemnity Agreement, the Trust Agreement, the Indenture or any other Basic Document, in each case subject to the provisions of and to the extent allowed by the Trust Agreement, the Indenture or any other Basic Document. (b) Unless otherwise expressly provided, no remedy herein conferred upon or reserved is intended to be exclusive of any other available remedy, but each remedy shall be cumulative and shall be in addition to other remedies given under this Insurance and Indemnity Agreement, the Trust Agreement, the Indenture or any other Basic Document, or existing at law or in equity, provided, however, that any amount recovered pursuant to the exercise of such remedies shall be subject to the priorities of payment set forth in Sections 5.04(b) and (c) and 8.02(e) of the Indenture, as applicable. No delay or omission to exercise any right or power accruing under this Insurance and Indemnity Agreement or any other Basic Documents upon the happening of any event set forth in Section 5.01 hereof shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Note Insurer to exercise any remedy reserved to the Note Insurer in this Article, it shall not be necessary to give any notice, other than such notice as may be required by this Article.

Remedies; No Remedy Exclusive. (a) Upon the occurrence of an Event of Default, the Note Insurer may exercise any one or more of the rights and remedies set forth below: (i) declare all indebtedness of every type or description then owed by the AdministratorServicer, FMC the Indenture Trustee, RBMG, the Sub-Servicer, the Issuer, the Company, Funding Co., First Union or the Issuer Depositor to the Note Insurer to be immediately due and payable, and the same shall thereupon be immediately due and payable, in each case subject to the provisions of the Indenture; (ii) exercise any rights and remedies under the Trust Agreement, the Indenture or any other Basic Document Transaction Documents in accordance with the terms thereof of the Transaction Documents or direct the Indenture Trustee or the Issuer to exercise such remedies in accordance with the terms of the each such agreement, in each case subject to the provisions of the IndentureTransaction Documents; or (iii) take whatever action at law or in equity as may appear necessary or desirable in its judgment to collect the amounts then due under this Insurance and Indemnity Agreement, the Trust Agreement, the Indenture or any other Basic Document Transaction Documents or to enforce performance and observance of any obligation, agreement or covenant of the Administrator, FMC or the Issuer under this Insurance and Indemnity Agreement, the Trust AgreementServicer, the Indenture or any other Basic DocumentTrustee, in each case subject to the provisions of and to the extent allowed by the Trust AgreementRBMG, the Indenture Sub-Servicer, the Issuer, the Company, Funding Co., First Union or any other Basic Documentthe Depositor under the Transaction Documents. (b) Unless otherwise expressly provided, no remedy herein conferred upon or reserved is intended to be exclusive of any other available remedy, but each remedy shall be cumulative and shall be in addition to other remedies given under this Insurance and Indemnity Agreement, the Trust Agreement, the Indenture or any other Basic Document, Transaction Documents or existing at law or in equity, provided, however, that any amount recovered pursuant to the exercise of such remedies shall be subject to the priorities of payment set forth in Sections 5.04(b) and (c) and 8.02(e) of the Indenture, as applicable. No delay or omission to exercise any right or power accruing under this Insurance and Indemnity Agreement or any other Basic the Transaction Documents upon the happening of any event set forth in Section 5.01 hereof shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Note Insurer to exercise any remedy reserved to the Note Insurer in this Article, it shall not be necessary to give any notice, other than such notice as may be required by in this Article.Article V.

Remedies; No Remedy Exclusive. (a) Upon the occurrence of an Event of Default, the Note Insurer may exercise any one or more of the rights and remedies set forth below: (i) declare all indebtedness under any of the Operative Documents or arising out of the Transaction of every type or description then owed by the AdministratorSeller, FMC the Servicer or the Issuer Depositor to the Note Insurer to be immediately due and payable, and the same shall thereupon be immediately due and payable, in each case subject to the provisions of the Indenture; (ii) exercise any rights and remedies of the Insurer under the Trust Agreement in its own capacity or in its capacity as the Person entitled to exercise the rights of the Holders of the Class A Notes, in accordance with the terms thereof or direct the Owner Trustee to exercise such rights and remedies in accordance with the terms of the Trust Agreement, ; (iii) exercise any rights and remedies of the Insurer under the Indenture in its own capacity or any other Basic Document in its capacity as the Person entitled to exercise the rights of the Holders of the Class A Notes, in accordance with the terms thereof or direct the Indenture Trustee to exercise such rights and remedies in accordance with the terms of the each such agreementIndenture; (iv) exercise any rights and remedies of the Insurer under the Sale and Servicing Agreement or the Mortgage Loan Purchase Agreement in its own capacity or in its capacity as the Person entitled to exercise the rights of the Holders of the Class A Notes, in each case subject accordance with the terms thereof or direct the appropriate party to exercise such rights and remedies in accordance with the provisions terms of the IndentureSale and Servicing Agreement or the Mortgage Loan Purchase Agreement (including, without limitation, the right to terminate the Servicer as described in the Sale and Servicing Agreement); or (iiiv) take whatever action at law or in equity as may appear necessary or desirable in its judgment to collect the amounts amounts, if any, then due under this Insurance and Indemnity Agreement, the Trust Agreement, the Indenture Agreement or any other Basic Operative Document or to enforce performance and observance of any obligation, agreement or covenant of the Administrator, FMC IndyMac or the Issuer Depositor under this Insurance and Indemnity Agreement, the Trust Agreement, the Indenture Agreement or any other Basic Document, in each case subject to the provisions of and to the extent allowed by the Trust Agreement, the Indenture or any other Basic DocumentOperative Documents. (b) Unless otherwise expressly provided, no remedy herein conferred upon or reserved is intended to be exclusive of any other available remedy, but each remedy shall be cumulative and shall be in addition to other remedies given under this Insurance and Indemnity Agreement, the Trust Agreement, the Indenture or any other Basic DocumentIndenture, or existing at law or in equity, provided, however, that any amount recovered pursuant to the exercise of such remedies shall be subject to the priorities of payment set forth in Sections 5.04(b) and (c) and 8.02(e) of the Indenture, as applicable. No delay or omission to exercise any right or power accruing under this Insurance and Indemnity Agreement or any other Basic Documents the Indenture upon the happening of any event set forth in Section 5.01 hereof shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Note Insurer to exercise any remedy reserved to the Note Insurer in this Article, it shall not be necessary to give any notice, other than such notice as may be required by this Article.

Remedies; No Remedy Exclusive. (a) Upon the occurrence of an Event of Default, the Note Insurer may exercise any one or more of the rights and remedies set forth below: (i) declare all indebtedness under any of the Operative Documents or arising out of the Transaction of every type or description then owed by the AdministratorSeller, FMC the Servicer or the Issuer Depositor to the Note Insurer to be immediately due and payable, and the same shall thereupon be immediately due and payable, in each case subject to the provisions of the Indenture; (ii) exercise any rights and remedies under the Trust Agreement in accordance with the terms thereof or direct the Owner Trustee to exercise such rights and remedies in accordance with the terms of the Trust Agreement, ; (iii) exercise any rights and remedies under the Indenture or any other Basic Document in accordance with the terms thereof or direct the Indenture Trustee to exercise such rights and remedies in accordance with the terms of the each Indenture; (iv) exercise any rights and remedies under the Mortgage Loan Purchase Agreement in accordance with the terms thereof or direct the appropriate party to exercise such agreement, rights and remedies in each case subject to accordance with the provisions terms of the IndentureMortgage Loan Purchase Agreement; or (iiiv) take whatever action at law or in equity as may appear necessary or desirable in its judgment to collect the amounts amounts, if any, then due under this Insurance and Indemnity Agreement, the Trust Agreement, the Indenture Agreement or any other Basic Operative Document or to enforce performance and observance of any obligation, agreement or covenant of the Administrator, FMC IndyMac or the Issuer Depositor under this Insurance and Indemnity Agreement, the Trust Agreement, the Indenture Agreement or any other Basic Document, in each case subject to the provisions of and to the extent allowed by the Trust Agreement, the Indenture or any other Basic DocumentOperative Documents. (b) Unless otherwise expressly provided, no remedy herein conferred upon or reserved is intended to be exclusive of any other available remedy, but each remedy shall be cumulative and shall be in addition to other remedies given under this Insurance and Indemnity Agreement, the Trust Agreement, the Indenture or any other Basic DocumentIndenture, or existing at law or in equity, provided, however, that any amount recovered pursuant to the exercise of such remedies shall be subject to the priorities of payment set forth in Sections 5.04(b) and (c) and 8.02(e) of the Indenture, as applicable. No delay or omission to exercise any right or power accruing under this Insurance and Indemnity Agreement or any other Basic Documents the Indenture upon the happening of any event set forth in Section 5.01 hereof shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Note Insurer to exercise any remedy reserved to the Note Insurer in this Article, it shall not be necessary to give any notice, other than such notice as may be required by this Article.

Remedies; No Remedy Exclusive. (a) Upon the occurrence of an Event of Default, the Note Insurer Surety may exercise any one or more of the rights and remedies set forth belowbelow against the party in default: (i) declare all indebtedness of every type or description then owed by the Administrator, FMC or the Issuer such party to the Note Insurer Surety with respect to the transactions contemplated by the Transaction Documents to be immediately due and payable, and the same shall thereupon be immediately due and payable, in each case subject to the provisions of the Indenture; (ii) exercise any rights and remedies under any of the Trust Agreement, the Indenture or any other Basic Document in accordance with the terms thereof or direct the Indenture Trustee to exercise such remedies Transaction Documents in accordance with the terms of the each such agreement, in each case subject to the provisions of the IndentureTransaction Document; or (iii) take whatever action at law or in equity as may appear necessary or desirable in its judgment to collect the amounts then due and thereafter to become due under this Insurance and Indemnity Agreement, any of the Trust Agreement, the Indenture or any other Basic Document Transaction Documents or to enforce performance and observance of any obligation, agreement or covenant of the AdministratorTransferor, FMC the Servicer, the Seller, the Collateral Agent or the Issuer Reserve Account Agent, as the case may be, under this Insurance and Indemnity Agreement, any of the Trust Agreement, the Indenture or any other Basic Document, in each case subject to the provisions of and to the extent allowed by the Trust Agreement, the Indenture or any other Basic DocumentTransaction Documents. (b) Unless otherwise expressly provided, no remedy herein conferred upon or reserved to the Surety is intended to be exclusive of any other available remedy, but each remedy shall be cumulative and shall be in addition to other remedies given under this Insurance and Indemnity Agreement, any of the Trust Agreement, the Indenture or any other Basic Document, Transaction Documents or existing at law or in equity, provided, however, that any amount recovered pursuant to the exercise of such remedies shall be subject to the priorities of payment set forth in Sections 5.04(b) and (c) and 8.02(e) of the Indenture, as applicable. No delay or omission to exercise any right or power accruing under this Insurance and Indemnity Agreement or any other Basic of the Transaction Documents upon the happening of any event set forth in Section 5.01 hereof shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Note Insurer Surety to exercise any remedy reserved to the Note Insurer Surety in this Article, it shall not be necessary to give any notice, other than such notice as may be required by in this Article.

Remedies; No Remedy Exclusive. (a) Upon the occurrence of an Event of Default, the Note Insurer may exercise any one or more of the rights and remedies set forth below: (i) declare all indebtedness of every type or description then owed by the AdministratorServicer, FMC the Originator, the Seller, the Issuer, the Indenture Trustee or the Issuer Backup Servicer to the Note Insurer to be immediately due and payable, and the same shall thereupon be immediately due and payable; provided, however, that any such payment by the Issuer shall be paid in each case subject to the provisions accordance with Section 4.4 of the IndentureSale and Servicing Agreement; (ii) exercise any rights and remedies under the Trust Agreement, the Indenture or any other Basic Document Transaction Documents in accordance with the terms thereof of the Transaction Documents or direct the Indenture Trustee to exercise such remedies in accordance with the terms of the each such agreement, in each case subject to the provisions of the IndentureTransaction Documents; or (iii) take whatever action at law or in equity as may appear necessary or desirable in its judgment to collect the amounts then due under this Insurance and Indemnity Agreement, the Trust Agreement, Transaction Documents to the Indenture or any other Basic Document Insurer or to enforce performance and observance of any obligation, agreement or covenant of the Administrator, FMC or the Issuer under this Insurance and Indemnity AgreementServicer, the Trust AgreementOriginator, the Seller, the Issuer, the Indenture Trustee or any other Basic Document, in each case subject to the provisions of and to Backup Servicer under the extent allowed by the Trust Agreement, the Indenture or any other Basic DocumentTransaction Documents. (b) Unless otherwise expressly provided, no remedy herein conferred upon or reserved is intended to be exclusive of any other available remedy, but each remedy shall be cumulative and shall be in addition to other remedies given under this Insurance and Indemnity Agreement, the Trust Agreement, the Indenture or any other Basic Document, or Transaction Documents existing at law or in equity, provided, however, that any amount recovered pursuant to the exercise of such remedies shall be subject to the priorities of payment set forth in Sections 5.04(b) and (c) and 8.02(e) of the Indenture, as applicable. No delay or omission to exercise any right or power accruing under this Insurance and Indemnity Agreement or any other Basic the Transaction Documents upon the happening of any event set forth in Section 5.01 hereof shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Note Insurer to exercise any remedy reserved to the Note Insurer in this Article, it shall not be necessary to give any notice, other than such notice as may be required by in this Article.Article V.

Remedies; No Remedy Exclusive. (a) Upon the occurrence and during the continuation of an Insurance Agreement Event of Default, the Note Series 2007-1 Class A Lead Insurer may exercise any one or more of the rights and remedies set forth below:below (provided that nothing in this Section 5.02 shall be deemed to modify or limit the rights and remedies that may be exercised under the Indenture): (i) declare all indebtedness of every type or description then owed by the Administrator, FMC or the each Co-Issuer to the Note any Series 2007-1 Class A Insurer to be immediately due and payable, and the same shall thereupon be immediately due and payable, in each case subject to the provisions of the Indenture; (ii) to the extent permitted by the Related Documents, exercise any rights and remedies under the Trust Agreement, the Indenture or any other Basic Document Related Documents in accordance with the terms thereof of the Related Documents or direct the Indenture Trustee to exercise such remedies in accordance with the terms of the each such agreement, in each case subject to the provisions of the IndentureRelated Documents; or (iii) to the extent not prohibited by the Related Documents, take whatever action at law or in equity as may appear necessary or desirable in its judgment to collect the amounts then due to any Series 2007-1 Class A Insurer under this Insurance and Indemnity Agreement, the Trust Agreement, the Indenture or any other Basic Document or to enforce performance and observance of any obligation, agreement or covenant of the Administrator, FMC or the Issuer under this Insurance and Indemnity Agreement, the Trust Agreement, the Indenture or any other Basic Document, in each case subject to the provisions of and to the extent allowed by the Trust Agreement, the Indenture or any other Basic Related Document. (b) Unless otherwise expressly provided, no remedy herein conferred upon or reserved is intended to be exclusive of any other available remedy, but each remedy shall be cumulative and shall be in addition to other remedies given under this Insurance and Indemnity Agreement, the Trust Agreement, the Indenture or any other Basic Document, Related Document or existing at law or in equity, provided, however, that any amount recovered pursuant to the exercise of such remedies shall be subject to the priorities of payment set forth in Sections 5.04(b) and (c) and 8.02(e) of the Indenture, as applicable. No delay or omission to exercise any right or power accruing under this Insurance and Indemnity Agreement Agreement, the Indenture or any other Basic Documents Related Document upon the happening of any event set forth in Section 5.01 hereof shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Note each Series 2007-1 Class A Insurer to exercise any remedy reserved to the Note Insurer Series 2007-1 Class A Insurers in this Article, it shall not be necessary to give any notice, other than such notice as may be required by in this Article. (c) Each party to this Insurance Agreement hereby agrees that, in addition to any other rights or remedies existing in its favor, the Series 2007-1 Class A Lead Insurer shall be entitled to seek specific performance and/or injunctive relief in order to enforce any of the rights or any obligation owed to the Series 2007-1 Class A Insurers hereunder or under any of the Related Documents.

Remedies; No Remedy Exclusive. (a) Upon the occurrence of an Insurance Agreement Event of Default, the Note Insurer may exercise any one or more of the rights and remedies set forth below: (i) declare all indebtedness of every type or description then owed by the Administrator, FMC or the Issuer to the Note Insurer to be immediately due and payable, and the same shall thereupon be immediately due and payable, in each case subject to the provisions of the Indenture; (ii) exercise any rights and remedies under the Trust Agreement, the Indenture or any other Basic Document Transaction Documents in accordance with the terms thereof of the Transaction Documents or direct the Indenture Trustee or the Trust Collateral Agent to exercise such remedies in accordance with the terms of the each such agreement, in each case subject to the provisions of the IndentureTransaction Documents; or (iiiii) take whatever action at law or in equity as may appear necessary or desirable in its judgment to collect the amounts then due under this Insurance and Indemnity Agreement, the Trust Agreement, the Indenture or any other Basic Document Transaction Documents or to enforce performance and observance of any obligation, agreement or covenant of UACC, the AdministratorServicer, FMC or the Issuer under this Insurance and Indemnity AgreementSeller, the Issuer, the Owner Trustee, the Trustee, the Trust AgreementCollateral Agent, the Indenture or any other Basic Document, in each case subject to the provisions of and to the extent allowed by the Trust AgreementCollateral Agent, the Indenture Custodian or any other Basic Documentthe Backup Servicer under the Transaction Documents. (b) Unless otherwise expressly provided, no remedy herein conferred upon or reserved is intended to be exclusive of any other available remedy, but each remedy shall be cumulative and shall be in addition to other remedies given under this Insurance and Indemnity Agreement, the Trust Agreement, the Indenture or any other Basic Document, Transaction Documents or existing at law or in equity, provided, however, that any amount recovered pursuant to the exercise of such remedies shall be subject to the priorities of payment set forth in Sections 5.04(b) and (c) and 8.02(e) of the Indenture, as applicable. No delay or omission to exercise any right or power accruing under this Insurance and Indemnity Agreement or any other Basic the Transaction Documents upon the happening of any event set forth in Section 5.01 hereof shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Note Insurer to exercise any remedy reserved to the Note Insurer in this Article, it shall not be necessary to give any notice, notice other than such notice as may be required by in this Article.Article V.

Remedies; No Remedy Exclusive. (a) Upon the occurrence of an Event of DefaultDefault hereunder, the Note Insurer may exercise any one or more of the rights and remedies set forth below: (i) declare all indebtedness of every type or description then owed by the Administrator, FMC or the Issuer to the Note Insurer to be immediately due and payable, and the same shall thereupon be immediately due and payable, in each case subject to the provisions of the Indenture; (ii) exercise any rights and remedies under the Trust Agreement, the Indenture or any other Basic Document in accordance with the terms thereof or direct the Indenture Trustee to exercise such remedies in accordance with the terms of the each such agreement, in each case subject to the provisions of the Indenture; or (iii) take whatever action at law or in equity as may appear necessary or desirable in its judgment to collect the amounts amounts, if any, then due under this Insurance and Indemnity Agreement, the Trust Contribution Agreement, the Indenture Management Agreement, the Indenture, the Intercreditor Agreement or any other Basic Related Document or to enforce performance and observance of any obligation, agreement or covenant of the Administrator, FMC Issuer or any of the Issuer Universal Affiliates under this Insurance and Indemnity Agreement, the Trust Contribution Agreement, the Indenture Management Agreement, the Indenture, the Intercreditor Agreement or any other Basic Related Document, either in each case subject its own capacity or in its capacity as Control Party with respect to the provisions of and to the extent allowed by the Trust Agreement, the Indenture any Series or any other Basic DocumentClass or a Series Enhancer. (b) Unless otherwise expressly provided, no remedy herein conferred upon or reserved is intended to be exclusive of any other available remedy, but each remedy shall be cumulative and shall be in addition to other remedies given under this Insurance and Indemnity Agreement, the Trust Contribution Agreement, the Indenture Management Agreement, the Indenture, the Intercreditor Agreement or any other Basic Related Document, or existing at law or in equity, provided, however, that any amount recovered pursuant to the exercise of such remedies shall be subject to the priorities of payment set forth in Sections 5.04(b) and (c) and 8.02(e) of the Indenture, as applicable. No delay or omission to exercise any right or power accruing under this Insurance and Indemnity Agreement, the Contribution Agreement, the Management Agreement, the Indenture, the Intercreditor Agreement or any other Basic Documents Related Document upon the happening of any event set forth in Section 5.01 hereof 5.1 shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Note Insurer to exercise any remedy reserved to the Note Insurer in this Article, it shall not be necessary to give any notice, other than such notice as may be required by this Article, provided that to the extent notice is required in respect of an Event of Default under the other Related Documents and such notice shall have been given thereunder, no additional notice shall be required hereunder. (c) Each party to this Insurance Agreement hereby agrees that, in addition to any other rights or remedies existing in its favor, it shall be entitled to specific performance and/or injunctive relief in order to enforce any of its rights or any obligation owed to it under the Related Documents.

Remedies; No Remedy Exclusive. (a) Upon the occurrence of an Insurance Agreement Event of Default, the Note Insurer may exercise any one or more of the rights and remedies set forth below: (i) declare all indebtedness of every type or description then owed by the Administrator, FMC or the Issuer to the Note Insurer to be immediately due and payable, and the same shall thereupon be immediately due and payable, in each case subject to the provisions of the Indenture; (ii) exercise any rights and remedies under the Trust Agreement, the Indenture or any other Basic Document Transaction Documents in accordance with the terms thereof of the Transaction Documents or direct the Indenture Trustee or the Trust Collateral Agent to exercise such remedies in accordance with the terms of the each such agreement, in each case subject to the provisions of the IndentureTransaction Documents; or (iiiii) take whatever action at law or in equity as may appear necessary or desirable in its judgment to collect the amounts then due under this Insurance and Indemnity Agreement, the Trust Agreement, the Indenture or any other Basic Document Transaction Documents or to enforce performance and observance of any obligation, agreement or covenant of the AdministratorServicer, FMC or the Issuer under this Insurance and Indemnity AgreementTrustee, the Trust AgreementCollateral Agent, the Indenture or any other Basic DocumentCollateral Agent, in each case subject to the provisions of and to Backup Servicer, the extent allowed by Seller, the Trust Agreement, or the Indenture or any other Basic DocumentCustodian under the Transaction Documents. (b) Unless otherwise expressly provided, no remedy herein conferred upon or reserved is intended to be exclusive of any other available remedy, but each remedy shall be cumulative and shall be in addition to other remedies given under this Insurance and Indemnity Agreement, the Trust Agreement, the Indenture or any other Basic Document, Transaction Documents or existing at law or in equity, provided, however, that any amount recovered pursuant to the exercise of such remedies shall be subject to the priorities of payment set forth in Sections 5.04(b) and (c) and 8.02(e) of the Indenture, as applicable. No delay or omission to exercise any right or power accruing under this Insurance and Indemnity Agreement or any other Basic the Transaction Documents upon the happening of any event set forth in Section 5.01 hereof shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Note Insurer to exercise any remedy reserved to the Note Insurer in this Article, it shall not be necessary to give any notice, notice other than such notice as may be required by in this ArticleArticle V. (c) If any proceeding has been commenced to enforce any right or remedy under this Insurance Agreement, and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Insurer, then and in every such case the parties hereto shall, subject to any determination in such proceeding, be restored to their respective former positions hereunder, and, thereafter, all rights and remedies of the Insurer shall continue as though no such proceeding had been instituted.

Remedies; No Remedy Exclusive. (a) Upon the occurrence and during the continuance of an Event of Default, the Note Insurer may exercise any one or more of the rights and remedies set forth below: (i) declare all indebtedness of every type or description then owed by the Administrator, FMC or the Issuer to the Note Insurer to be immediately due and payable, and the same shall thereupon be immediately due and payable, in each case subject to the provisions of the Indenture; (ii) exercise any rights and remedies under the Trust Agreement, the Indenture or any other Basic Document in accordance with the terms thereof or direct the Indenture Trustee to exercise such remedies Loan Documents in accordance with the terms of the each such agreement, in each case subject to the provisions of the IndentureLoan Documents; or (iiiii) take whatever action at law or in equity as may appear necessary or desirable in its judgment to collect the amounts then due under this Insurance and Indemnity Agreement, the Trust Agreement, the Indenture or any other Basic Document Loan Documents or to enforce performance and observance of any obligation, agreement or covenant of the Administrator, FMC TFC or the Issuer Borrower under this Insurance and Indemnity Agreement, the Trust Agreement, the Indenture or any other Basic Document, in each case subject to the provisions of and to the extent allowed by the Trust Agreement, the Indenture or any other Basic DocumentLoan Documents. (b) Unless otherwise expressly provided, no remedy herein conferred upon or reserved is intended to be exclusive of any other available remedy, but each remedy shall be cumulative and shall be in addition to other remedies given under this Insurance and Indemnity Agreement, the Trust Agreement, the Indenture or any other Basic Document, Loan Documents or existing at law or in equity, provided, however, that any amount recovered pursuant to the exercise of such remedies shall be subject to the priorities of payment set forth in Sections 5.04(b) and (c) and 8.02(e) of the Indenture, as applicable. No delay or omission to exercise any right or power accruing under this Insurance and Indemnity Agreement or any other Basic the Loan Documents upon the happening of any event set forth in Section 5.01 hereof shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Note Insurer to exercise any remedy reserved to the Note Insurer in this Article, Article V it shall not be necessary to give any notice, notice other than such notice as may be required by in this ArticleArticle V. (c) Notwithstanding anything herein to the contrary, an Event of Default will not in any way modify or terminate the Policy, which is unconditional, or constitute or be asserted as a defense, counterclaim or set- off with respect to, or otherwise as a basis for, withholding, impairing, limiting or delaying the payment of any Claim made under the Policy.

Remedies; No Remedy Exclusive. (a) Upon the occurrence of an Event of Default, the Note Insurer may exercise any one or more of the rights and remedies set forth below: (i) declare all indebtedness of every type or description then owed by the Administrator, FMC or the Issuer defaulting party to the Note Insurer to be immediately due and payable, and the same shall thereupon be immediately due and payable, in each case subject to the provisions of the Indenturepayable from such defaulting party; (ii) if such Event of Default also constitutes an “Event of Default” as defined in the Credit Agreement, exercise any contractual rights and remedies available under the Trust Agreement, the Indenture or any other Basic Document Credit Agreement in accordance with the terms thereof or direct the Indenture Trustee Collateral Agent to exercise such remedies in accordance with the terms of the each such agreement, in each case subject to the provisions of the Indenture; orCredit Agreement; (iii) if such Event of Default also triggers contractual rights and/or remedies of the Insurer under any Operative Document, exercise such rights and/or remedies in accordance with the terms thereof or direct the Collateral Agent, the Borrower and/or each Marvel Company to exercise such remedies in accordance with the terms thereof; (iv) take whatever action at law or in equity as may appear necessary or desirable in its judgment to collect the amounts amounts, if any, then due to it from the defaulting party under this Insurance and Indemnity Agreement, the Trust Policy and the Premium Letter or to enforce performance and observance of any obligation, agreement or covenant of the Borrower and/or each Marvel Company under this Insurance Agreement, the Indenture or Policy and the Premium Letter; or (v) if authorized in any other Basic Operative Document as a result of the event that caused such Event of Default, take whatever action at law or in equity as may appear necessary or desirable in its judgment to collect the amounts, if any, then due to it under such Operative Document or to enforce performance and observance of any obligation, agreement or covenant of the Administrator, FMC or the Issuer Borrower and/or each Marvel Company under this Insurance and Indemnity Agreement, the Trust Agreement, the Indenture or any other Basic Document, in each case subject to the provisions of and to the extent allowed by the Trust Agreement, the Indenture or any other Basic such Operative Document. (b) Unless otherwise expressly provided, no remedy herein conferred upon or reserved is intended to be exclusive of any other available remedy, but each remedy shall be cumulative and shall be in addition to other remedies given under this Insurance and Indemnity Agreement, the Trust Agreement, the Indenture or any other Basic Document, Operative Documents or existing at law or in equity, provided, however, that any amount recovered pursuant to the exercise of such remedies shall be subject to the priorities of payment set forth in Sections 5.04(b) and (c) and 8.02(e) of the Indenture, as applicable. No delay or omission to exercise any right or power accruing under this Insurance and Indemnity Agreement or any other Basic Operative Documents upon the happening of any event set forth in Section 5.01 hereof shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Note Insurer to exercise any remedy reserved to the Note Insurer in this Article, it shall not be necessary to give any notice, other than such notice as may be required by this Article.

Remedies; No Remedy Exclusive. (a) Upon the occurrence of an Insurance Event of DefaultDefault hereunder, the Note Insurer may exercise any one or more of the rights and remedies set forth below: (i) declare all indebtedness of every type or description then owed by the Administrator, FMC or the Issuer to the Note Insurer to be immediately due and payable, and the same shall thereupon be immediately due and payable, in each case subject to the provisions of the Indenture; (ii) exercise any rights and remedies under the Trust Agreement, the Indenture or any other Basic Document in accordance with the terms thereof or direct the Indenture Trustee to exercise such remedies in accordance with the terms of the each such agreement, in each case subject to the provisions of the Indenture; or (iii) take whatever action at law or in equity as may appear necessary or desirable in its judgment to collect the amounts amounts, if any, then due under this Insurance and Indemnity Agreement, the Trust Agreement, the Indenture Agreement or any other Basic Transaction Document or to enforce performance and observance of any obligation, agreement or covenant of the Administrator, FMC or the Issuer Transaction Parties under this Insurance and Indemnity Agreement, the Trust Agreement, the Indenture Agreement or any other Basic Transaction Document, either in each case subject to its own capacity or as Controlling Party. For the provisions avoidance of and to the extent allowed by the Trust Agreementdoubt, (i) no Insurance Event of Default shall constitute an Event of Default under the Indenture unless the event or any other Basic Documentcircumstance giving rise to such Insurance Event of Default shall expressly constitute an Event of Default under the Indenture and (ii) no Insurance Event of Default shall constitute a Servicer Default under the Sale and Servicing Agreement unless the event or circumstance giving rise to such Insurance Event of Default shall expressly constitute a Servicer Default under the Sale and Servicing Agreement. (b) Unless otherwise expressly provided, no remedy herein conferred upon or reserved is intended to be exclusive of any other available remedy, but each remedy shall be cumulative and shall be in addition to other remedies given under this Insurance and Indemnity Agreement, the Trust Agreement, the Indenture Agreement or any other Basic Transaction Document, or existing at law or in equity, provided, however, that any amount recovered pursuant to the exercise of such remedies shall be subject to the priorities of payment set forth in Sections 5.04(b) and (c) and 8.02(e) of the Indenture, as applicable. No delay or omission to exercise any right or power accruing under this Insurance and Indemnity Agreement or any other Basic Documents Transaction Document upon the happening of any event set forth in Section 5.01 hereof 5.1 shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Note Insurer to exercise any remedy reserved to the Note Insurer in this Article, it shall not be necessary to give any notice, other than such notice as may be required by this Article. (c) Each party to this Insurance Agreement hereby agrees that, in addition to any other rights or remedies existing in its favor, it shall be entitled to specific performance and/or injunctive relief in order to enforce any of its rights or any obligation owed to it under the Transaction Documents.

Remedies; No Remedy Exclusive. (a) Upon the occurrence of an Event of Default, the Note Insurer Controlling Party may exercise any one or more of the rights and remedies set forth belowbelow against the party in default: (i) declare all indebtedness of every type or description then owed by the Administrator, FMC or the Issuer such party to the Note Insurer to be immediately due and payable, and the same shall thereupon be immediately due and payable, in each case subject to the provisions of the Indenture; (ii) exercise any rights and remedies under any of the Trust Agreement, the Indenture or any other Basic Document Transaction Documents in accordance with the terms thereof of such Transaction Document or direct the Indenture Trustee to exercise such remedies in accordance with the terms of the each such agreement, in each case subject to Indenture or the provisions of the IndentureServicing Agreement; or (iii) take whatever action at law or in equity as may appear necessary or desirable in its judgment to collect the amounts then due and thereafter to become due under this Insurance and Indemnity Agreement, any of the Trust Agreement, the Indenture or any other Basic Document Transaction Documents or to enforce performance and observance of any obligation, agreement or covenant of the AdministratorCompany, FMC the Issuer or the Issuer Servicer under this Insurance and Indemnity Agreement, any of the Trust Agreement, the Indenture or any other Basic Document, in each case subject to the provisions of and to the extent allowed by the Trust Agreement, the Indenture or any other Basic DocumentTransaction Documents. (b) Unless otherwise expressly provided, no remedy herein conferred upon or reserved to the Controlling Party is intended to be exclusive of any other available remedy, but each remedy shall be cumulative and shall be in addition to other remedies given under this Insurance and Indemnity Agreement, any of the Trust Agreement, the Indenture or any other Basic Document, Transaction Documents or existing at law or in equity, provided, however, that any amount recovered pursuant to the exercise of such remedies shall be subject to the priorities of payment set forth in Sections 5.04(b) and (c) and 8.02(e) of the Indenture, as applicable. No delay or omission to exercise any right or power accruing under this Insurance and Indemnity Agreement or any other Basic of the Transaction Documents upon the happening of any event set forth in Section 5.01 hereof shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Note Insurer to exercise any remedy reserved to the Note Insurer in this Article, it shall not be necessary to give any notice, other than such notice as may be required by in this Article.

Remedies; No Remedy Exclusive. (a) Upon the occurrence of an Event of Default, the Note Insurer may exercise any one or more of the rights and remedies set forth below: (i) declare all indebtedness of every type or description then owed by the AdministratorSponsor, FMC the Servicer, the Originator or the Issuer Depositor to the Note Insurer to be immediately due and payable, and the same shall thereupon be immediately due and payable, in each case subject to the provisions of the Indenture; (ii) exercise any rights and remedies under the Trust Agreement, the Indenture or any other Basic Document Pooling and Servicing Agreement in accordance with the terms thereof or direct the Indenture Servicer and/or the Trustee to exercise such remedies in accordance with the terms of the each such agreement, in each case subject to the provisions of the IndentureAgreement; or (iii) take whatever action at law or in equity as may appear necessary or desirable in its judgment to collect the amounts amounts, if any, then due under this Insurance and Indemnity Agreement, the Trust Agreement, the Indenture Agreement or any other Basic Operative Document or to enforce performance and observance of any obligation, agreement or covenant of the AdministratorSponsor, FMC the Servicer, the Originator or the Issuer Depositor under this Insurance and Indemnity Agreement, the Trust Agreement, the Indenture Agreement or any other Basic Document, in each case subject to the provisions of and to the extent allowed by the Trust Agreement, the Indenture or any other Basic DocumentOperative Documents. (b) Unless otherwise expressly provided, no remedy herein conferred upon or reserved is intended to be exclusive of any other available remedy, but each remedy shall be cumulative and shall be in addition to other remedies given under this Insurance and Indemnity Agreement, the Trust Agreement, the Indenture or any other Basic Document, Pooling and Servicing Agreement or existing at law or in equity, provided, however, that any amount recovered pursuant to the exercise of such remedies shall be subject to the priorities of payment set forth in Sections 5.04(b) and (c) and 8.02(e) of the Indenture, as applicable. No delay or omission to exercise any right or power accruing under this Insurance and Indemnity Agreement or any other Basic Documents the Pooling and Servicing Agreement upon the happening of any event set forth in Section 5.01 hereof shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Note Insurer to exercise any remedy reserved to the Note Insurer in this Article, it shall not be necessary to give any notice, other than such notice as may be required by this Article.

Remedies; No Remedy Exclusive. (a) . (a) Upon the occurrence and during the continuation of an Event of Default, the Note Insurer may exercise any one or more of the rights and remedies set forth below:below (provided, that nothing in this Section 5.02 shall be deemed to modify or limit the rights and remedies that may be exercised under the Indenture): (i) declare all indebtedness of every type or description then owed by any of the AdministratorIssuer, FMC MONY Group or the Issuer MONY Life to the Note Insurer to be immediately due and payable, and the same shall thereupon be immediately due and payable, in each case subject to the provisions of the Indenture; (ii) exercise any rights and remedies available under the Trust Agreement, the Indenture Transaction Documents or any other Basic Document Subsequent Transaction Documents in accordance with the terms thereof its own capacity or direct the Indenture Trustee to exercise such remedies in accordance with the terms of the each such agreement, in each case subject to the provisions of the Indentureits capacity as a Controlling Party; or (iii) take whatever action at law or in equity as may appear necessary or desirable in its judgment to collect the amounts then due to the Insurer under this Insurance and Indemnity Agreement, the Trust Agreement, the Indenture Transaction Documents or any other Basic Document Subsequent Transaction Documents or to enforce the performance and observance of any obligation, agreement or covenant obligation of the AdministratorIssuer, FMC MONY Group or MONY Life under the Issuer under this Insurance and Indemnity Agreement, the Trust Agreement, the Indenture Transaction Documents or any other Basic Document, in each case subject to the provisions of and to the extent allowed by the Trust Agreement, the Indenture or any other Basic DocumentSubsequent Transaction Documents. (b) Unless otherwise expressly provided, no remedy herein conferred upon or reserved is intended to be exclusive of any other available remedy, but each remedy shall be cumulative and shall be in addition to other remedies given under this Insurance and Indemnity Agreement, the Trust Agreement, the Indenture or any other Basic Transaction Document, any Subsequent Transaction Document or existing at law or in equity, provided, however, that any amount recovered pursuant to the exercise of such remedies shall be subject to the priorities of payment set forth in Sections 5.04(b) and (c) and 8.02(e) of the Indenture, as applicable. No delay or omission failure to exercise any right or power accruing under this Insurance and Indemnity Agreement any Transaction Document or any other Basic Documents Subsequent Transaction Document upon the happening occurrence of any event set forth in Section 5.01 hereof Event of Default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Note Insurer to exercise any remedy reserved to the Note Insurer in this ArticleArticle V, it shall not be necessary to give any notice, other than such notice as may be required by in this ArticleArticle V. (c) If any proceeding has been commenced to enforce any right or remedy under this Insurance Agreement, and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Insurer, then and in every such case the parties hereto shall, subject to any determination in such proceeding, be restored to their respective former positions hereunder, and, thereafter, subject to any determination in such proceeding, all rights and remedies of the Insurer shall continue as though no such proceeding had been instituted.

Remedies; No Remedy Exclusive. (a) Upon the occurrence of an Event of Default, the Note Insurer may exercise any one or more of the rights and remedies set forth below: (i) declare all indebtedness of every type or description then owed by the Administrator, FMC or the Issuer to the Note Insurer to be immediately due and payable, and the same shall thereupon be immediately due and payable, in each case subject to the provisions of the Indenture; (ii) exercise any rights and remedies under the Trust Agreement, the Indenture or any other Basic Document Transaction Documents in accordance with the terms thereof of the Transaction Documents or direct the Indenture Trustee to exercise such remedies in accordance with the terms of the each such agreement, in each case subject to the provisions of the IndentureTransaction Documents; or (iiiii) take whatever action at law or in equity as may appear necessary or desirable in its judgment to collect the amounts then due under this Insurance and Indemnity Agreement, the Trust Agreement, the Indenture or any other Basic Document Transaction Documents or to enforce performance and observance of any obligation, agreement or covenant of the AdministratorServicer, FMC the Indenture Trustee, the Collateral Agent, the Owner Trustee, the Back-up Servicer, the Seller, the Originator, the Guarantor, the Special Member or the Issuer under this Insurance and Indemnity Agreement, the Trust Agreement, the Indenture or any other Basic Document, in each case subject to the provisions of and to the extent allowed by the Trust Agreement, the Indenture or any other Basic DocumentTransaction Documents. (b) Unless otherwise expressly provided, no remedy herein conferred upon or reserved is intended to be exclusive of any other available remedy, but each remedy shall be cumulative and shall be in addition to other remedies given under this Insurance and Indemnity Agreement, the Trust Agreement, the Indenture or any other Basic Document, Transaction Documents or existing at law or in equity, provided, however, that any amount recovered pursuant to the exercise of such remedies shall be subject to the priorities of payment set forth in Sections 5.04(b) and (c) and 8.02(e) of the Indenture, as applicable. No delay or omission to exercise any right or power accruing under this Insurance and Indemnity Agreement or any other Basic the Transaction Documents upon the happening of any event set forth in Section 5.01 hereof shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Note Insurer to exercise any remedy reserved to the Note Insurer in this Article, it shall not be necessary to give any notice, notice other than such notice as may be required by in this Article.Article V.

Remedies; No Remedy Exclusive. (a) Upon the occurrence of an Event of Default, the Note Insurer may exercise any one or more of the rights and remedies set forth below: (i) declare all indebtedness of every type or description then owed by the Administrator, FMC IndyMac or the Issuer Depositor to the Note Insurer to be immediately due and payable, and the same shall thereupon be immediately due and payable, in each case subject to the provisions of the Indenture; (ii) exercise any rights and remedies under the Trust Agreement, the Indenture or any other Basic Document Transaction Documents in accordance with the terms thereof of the Transaction Documents or direct the Indenture Trustee or the Owner Trustee to exercise such remedies in accordance with the terms of the each such agreement, in each case subject to the provisions of the Indenture; orTransaction Documents; (iii) take whatever action at law or in equity as may appear necessary or desirable in its judgment to collect the amounts amounts, if any, then due under this Insurance and Indemnity Agreement, the Trust Agreement, the Indenture or any other Basic Document Transaction Documents or to enforce performance and observance of any obligation, agreement or covenant of the Administrator, FMC or the Issuer under this Insurance and Indemnity Agreement, the Trust AgreementIndyMac, the Indenture or any other Basic Document, in each case subject to the provisions of and to the extent allowed by the Trust AgreementTrustee, the Issuer, or the Depositor under the Transaction Documents; (iv) exercise any rights and remedies under the Indenture in accordance with the terms thereof or direct the Indenture Trustee to exercise such remedies in accordance with the terms of the Indenture; or (v) exercise any other Basic Documentrights and remedies under the Sale and Servicing Agreement in accordance with the terms thereof or direct IndyMac to exercise such remedies in accordance with the terms of the Sale and Servicing Agreement. (b) Unless otherwise expressly provided, no remedy herein conferred upon or reserved is intended to be exclusive of any other available remedy, but each remedy shall be cumulative and shall be in addition to other remedies given under this Insurance and Indemnity Agreement, the Trust Agreement, the Indenture or any other Basic Document, Transaction Documents or existing at law or in equity, provided, however, that any amount recovered pursuant to the exercise of such remedies shall be subject to the priorities of payment set forth in Sections 5.04(b) and (c) and 8.02(e) of the Indenture, as applicable. No delay or omission to exercise any right or power accruing under this Insurance and Indemnity Agreement or any other Basic the Transaction Documents upon the happening of any event set forth in Section 5.01 hereof shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Note Insurer to exercise any remedy reserved to the Note Insurer in this ArticleArticle V, it shall not be necessary to give any notice, notice other than such notice as may be required by in this Article.Article V.

Remedies; No Remedy Exclusive. (a) Upon the occurrence of an Event of Default, the Note Insurer may exercise any one or more of the rights and remedies set forth below: (i) declare all indebtedness of every type or description then owed by the Administrator, FMC or the Issuer any COAF Company to the Note Insurer pursuant to the Transaction Documents to be immediately due and payable, and the same shall thereupon be immediately due and payablepayable provided, however, that any such payment by the Seller or the Owner Trustee shall be paid in each case subject accordance with Section 5.05(c) of the Indenture and, to the provisions extent additional funds are available, as set forth in Section 14.20 of the Indenture; (ii) exercise any rights and remedies under the Trust Agreement, the Indenture or any other Basic Document Transaction Documents in accordance with the terms thereof of the Transaction Documents or direct the Indenture Trustee to exercise such remedies in accordance with the terms of the each such agreement, in each case subject to the provisions of the IndentureTransaction Documents; or (iii) take whatever action at law or in equity as may appear necessary or desirable in its judgment to collect the amounts then due under this Insurance and Indemnity Agreement, Agreement or the Trust Agreement, the Indenture or any other Basic Document Transaction Documents or to enforce performance and observance of any obligation, agreement or covenant of the Administrator, FMC or the Issuer any COAF Company under this Insurance and Indemnity Agreement, Agreement or the Trust Agreement, the Indenture or any other Basic Document, in each case subject to the provisions of and to the extent allowed by the Trust Agreement, the Indenture or any other Basic DocumentTransaction Documents. (b) Unless otherwise expressly provided, no remedy herein conferred upon or reserved is intended to be exclusive of any other available remedy, but each remedy shall be cumulative and shall be in addition to other remedies given under this Insurance and Indemnity Agreement, the Trust Agreement, the Indenture or any other Basic Document, Transaction Documents or existing at law or in equity, provided, however, that any amount recovered pursuant to the exercise of such remedies shall be subject to the priorities of payment set forth in Sections 5.04(b) and (c) and 8.02(e) of the Indenture, as applicable. No delay or omission to exercise any right or power accruing under this Insurance and Indemnity Agreement or any other Basic the Transaction Documents upon the happening of any event set forth in Section 5.01 hereof shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Note Insurer to exercise any remedy reserved to the Note Insurer in this Article, it shall not be necessary to give any notice, other than such notice as may be required by in this Article.

Remedies; No Remedy Exclusive. (a) Upon the occurrence of an Event of DefaultDefault and so long as no Note Insurer Default shall have occurred and shall have continued beyond any period of cure applicable thereto, the Note Insurer may exercise any one or more of the rights and remedies set forth below: (i) declare all indebtedness of every type or description then owed by the AdministratorSponsor, FMC the Issuer or the Issuer Depositor to the Note Insurer with respect to this Greenpoint Mortgage Funding Trust 2006-HE1, Home Equity Loan Asset-Backed Notes transaction to be immediately due and payable, and the same shall thereupon be immediately due and payable, in each case subject to the provisions of the Indenture; (ii) exercise any rights and remedies under the Trust Agreement in accordance with the terms thereof or direct the Owner Trustee to exercise such remedies in accordance with the terms of the Trust Agreement, ; (iii) exercise any rights and remedies under the Indenture or any other Basic Document in accordance with the terms thereof or direct the Indenture Trustee to exercise such remedies in accordance with the terms of the each Indenture; (iv) exercise any rights and remedies under the Transfer and Servicing Agreement in accordance with the terms thereof or direct the Servicer to exercise such agreement, remedies in each case subject to accordance with the provisions terms of the IndentureTransfer and Servicing Agreement; or (iiiv) take whatever action at law or in equity as may appear necessary or desirable in its judgment to collect the amounts amounts, if any, then due under this Insurance and Indemnity Agreement, the Trust Agreement, the Indenture Agreement or any other Basic Operative Document or to enforce performance and observance of any obligation, agreement or covenant of the AdministratorSponsor, FMC the Issuer or the Issuer Depositor under this Insurance and Indemnity Agreement, the Trust Agreement, the Indenture Agreement or any other Basic DocumentOperative Documents. Notwithstanding that a Note Insurer has occurred and has continued beyond the period of cure applicable thereto, in each case subject the Insurer shall be entitled to exercise all rights and remedies with respect to any funds owed to the provisions Insurer before the occurrence of and to the extent allowed Credit Enhancer Default by the Trust AgreementSponsor, the Indenture Issuer or any other Basic Documentthe Depositor pursuant to this Agreement or the Policy. (b) Unless otherwise expressly provided, no remedy herein conferred upon or reserved is intended to be exclusive of any other available remedy, but each remedy shall be cumulative and shall be in addition to other remedies given under this Insurance and Indemnity Agreement, the Trust Agreement, the Indenture or any other Basic Document, or existing at law or in equity, provided, however, that any amount recovered pursuant to the exercise of such remedies shall be subject to the priorities of payment set forth in Sections 5.04(b) and (c) and 8.02(e) of the Indenture, as applicable. No delay or omission to exercise any right or power accruing under this Insurance and Indemnity Agreement or any other Basic Documents the Indenture upon the happening of any event set forth in Section 5.01 hereof shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Note Insurer to exercise any remedy reserved to the Note Insurer in this Article, it shall not be necessary to give any notice, other than such notice as may be required by this Article.

Remedies; No Remedy Exclusive. (a) Upon the occurrence of an Event of Default, the Note Class IIA Certificate Insurer may exercise any one or more of the rights and remedies set forth below: (i) declare all indebtedness under any of the Operative Documents or arising out of the Transaction of every type or description then owed by the AdministratorSeller, FMC Xxxxx Fargo or the Issuer Depositor to the Note Class IIA Certificate Insurer to be immediately due and payable, and the same shall thereupon be immediately due and payable, in each case subject to the provisions of the Indenture; (ii) exercise any rights and remedies under the Trust Agreement, the Indenture or any other Basic Document Pooling and Servicing Agreement in accordance with the terms thereof or direct the Indenture Trustee or the Seller to exercise such rights and remedies in accordance with the terms of the each such agreement, in each case subject to the provisions of the IndenturePooling and Servicing Agreement; or (iii) take whatever action at law or in equity as may appear necessary or desirable in its judgment to collect the amounts amounts, if any, then due under this Insurance and Indemnity Agreement, the Trust Agreement, the Indenture Agreement or any other Basic Operative Document or to enforce performance and observance of any obligation, agreement or covenant of the AdministratorSeller, FMC Xxxxx Fargo, the Depositor or the Issuer under this Insurance and Indemnity Agreement, the Trust Agreement, the Indenture Agreement or any other Basic Document, in each case subject to the provisions of and to the extent allowed by the Trust Agreement, the Indenture or any other Basic DocumentOperative Documents. (b) Unless otherwise expressly provided, no remedy herein conferred upon or reserved is intended to be exclusive of any other available remedy, but each remedy shall be cumulative and shall be in addition to other remedies given under this Insurance and Indemnity Agreement, the Trust Agreement, the Indenture or any other Basic Document, Pooling and Servicing Agreement or existing at law or in equity, provided, however, that any amount recovered pursuant to the exercise of such remedies shall be subject to the priorities of payment set forth in Sections 5.04(b) and (c) and 8.02(e) of the Indenture, as applicable. No delay or omission to exercise any right or power accruing under this Insurance and Indemnity Agreement or any other Basic Documents the Pooling and Servicing Agreement upon the happening of any event set forth in Section 5.01 hereof herein shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Note Class IIA Certificate Insurer to exercise any remedy reserved to the Note Class IIA Certificate Insurer in this Article, it shall not be necessary to give any notice, other than such notice as may be required by this Article.

Remedies; No Remedy Exclusive. (a) Upon the occurrence of an Event of Default, the Note Insurer may exercise any one or more of the rights and remedies set forth below: (i) declare all indebtedness of every type or description then owed by the Administrator, FMC or the Issuer any COAF Company to the Note Insurer pursuant to the Transaction Documents to be immediately due and payable, and the same shall thereupon be immediately due and payable; provided, however, that any such payment by the Seller or the Issuer shall be paid in each case subject to accordance with Section 4.4 of the provisions Sale and Servicing Agreement or Section 5.4 of the Indenture, as applicable; (ii) exercise any rights and remedies under the Trust Agreement, the Indenture or any other Basic Document Transaction Documents in accordance with the terms thereof of the Transaction Documents or direct the Indenture Trustee to exercise such remedies in accordance with the terms of the each such agreement, in each case subject to the provisions of the IndentureTransaction Documents; or (iii) take whatever action at law or in equity as may appear necessary or desirable in its judgment to collect the amounts then due under this Insurance and Indemnity Agreement, Agreement or the Trust Agreement, the Indenture or any other Basic Document Transaction Documents or to enforce performance and observance of any obligation, agreement or covenant of the Administrator, FMC or the Issuer any COAF Company under this Insurance and Indemnity Agreement, Agreement or the Trust Agreement, the Indenture or any other Basic Document, in each case subject to the provisions of and to the extent allowed by the Trust Agreement, the Indenture or any other Basic DocumentTransaction Documents. (b) Unless otherwise expressly provided, no remedy herein conferred upon or reserved is intended to be exclusive of any other available remedy, but each remedy shall be cumulative and shall be in addition to other remedies given under this Insurance and Indemnity Agreement, the Trust Agreement, the Indenture or any other Basic Document, Transaction Documents or existing at law or in equity, provided, however, that any amount recovered pursuant to the exercise of such remedies shall be subject to the priorities of payment set forth in Sections 5.04(b) and (c) and 8.02(e) of the Indenture, as applicable. No delay or omission to exercise any right or power accruing under this Insurance and Indemnity Agreement or any other Basic the Transaction Documents upon the happening of any event set forth in Section 5.01 hereof shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Note Insurer to exercise any remedy reserved to the Note Insurer in this Article, it shall not be necessary to give any notice, other than such notice as may be required by in this Article. (c) Each party to this Insurance Agreement hereby agrees that, in addition to any other rights or remedies existing in its favor, it shall be entitled to specific performance and/or injunctive relief in order to enforce any of its rights or any obligation owed to it under the Transaction Documents.

Remedies; No Remedy Exclusive. (a) Upon the occurrence of an Event of Default, the Note Certificate Insurer may exercise any one or more of the rights and remedies set forth below: (i) declare all indebtedness under this Insurance Agreement of every type or description then owed by any Seller, the Administrator, FMC Servicer or the Issuer to the Note Insurer Depositor to be immediately due and payable, and the same shall thereupon be immediately due and payable, in each case subject to the provisions of the Indenture; (ii) exercise any rights and remedies under the Trust Agreement, the Indenture this Insurance Agreement or any other Basic Operative Document in accordance with the terms hereof or thereof or direct the Trustee, the Depositor or the Servicer to exercise its rights and remedies in accordance with any Operative Document to which it is a party; (iii) exercise any rights and remedies under the Purchase Agreement in accordance with the terms thereof or direct the Indenture Trustee Depositor to exercise such rights and remedies in accordance with the terms of the each such agreement, in each case subject to the provisions of the IndenturePurchase Agreement; or (iiiiv) take whatever action at law or in equity as may appear necessary or desirable in its judgment to collect the amounts amounts, if any, then due under this Insurance and Indemnity Agreement, the Trust Agreement, the Indenture Agreement or any other Basic Operative Document or to enforce performance and observance of any obligation, agreement or covenant on the part of any party (other than the Administrator, FMC or the Issuer Certificate Insurer) under this Insurance and Indemnity Agreement, the Trust Agreement, the Indenture Agreement or under any other Basic Document, in each case subject to the provisions of and to the extent allowed by the Trust Agreement, the Indenture or any other Basic Operative Document. (b) Unless otherwise expressly provided, no remedy herein conferred upon or reserved is intended to be exclusive of any other available remedy, but each remedy shall be cumulative and shall be in addition to other remedies given under this Insurance and Indemnity Agreement, the Trust Agreement, the Indenture Agreement or any other Basic Document, Operative Document or existing at law or in equity, provided, however, that any amount recovered pursuant to the exercise of such remedies shall be subject to the priorities of payment set forth in Sections 5.04(b) and (c) and 8.02(e) of the Indenture, as applicable. No delay or omission to exercise any right or power accruing under this Insurance and Indemnity Agreement or any other Basic Documents Operative Document upon the happening of any event set forth in Section 5.01 hereof shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Note Certificate Insurer to exercise any remedy reserved to the Note Certificate Insurer in this Article, it shall not be necessary to give any notice, other than such notice as may be required by this Article.

Remedies; No Remedy Exclusive. (a) Upon the occurrence of an Event of Default, the Note Insurer may exercise any one or more of the rights and remedies set forth below: (i) declare all indebtedness of every type or description then owed by the AdministratorServicer, FMC the Originator, the Seller, the Issuer or the Issuer Indenture Trustee to the Note Insurer to be immediately due and payable, and the same shall thereupon be immediately due and payable; provided, however, that any such payment by the Issuer shall be paid in each case subject to the provisions accordance with Section 4.4 of the IndentureSale and Servicing Agreement; (ii) exercise any rights and remedies under the Trust Agreement, the Indenture or any other Basic Document Transaction Documents in accordance with the terms thereof of the Transaction Documents or direct the Indenture Trustee to exercise such remedies in accordance with the terms of the each such agreement, in each case subject to the provisions of the IndentureTransaction Documents; or (iii) take whatever action at law or in equity as may appear necessary or desirable in its judgment to collect the amounts then due under this Insurance and Indemnity Agreement, the Trust Agreement, Transaction Documents to the Indenture or any other Basic Document Insurer or to enforce performance and observance of any obligation, agreement or covenant of the AdministratorServicer, FMC the Originator, the Seller, the Issuer or the Issuer Indenture Trustee under this Insurance and Indemnity Agreement, the Trust Agreement, the Indenture or any other Basic Document, in each case subject to the provisions of and to the extent allowed by the Trust Agreement, the Indenture or any other Basic DocumentTransaction Documents. (b) Unless otherwise expressly provided, no remedy herein conferred upon or reserved is intended to be exclusive of any other available remedy, but each remedy shall be cumulative and shall be in addition to other remedies given under this Insurance and Indemnity Agreement, the Trust Agreement, the Indenture or any other Basic Document, or Transaction Documents existing at law or in equity, provided, however, that any amount recovered pursuant to the exercise of such remedies shall be subject to the priorities of payment set forth in Sections 5.04(b) and (c) and 8.02(e) of the Indenture, as applicable. No delay or omission to exercise any right or power accruing under this Insurance and Indemnity Agreement or any other Basic the Transaction Documents upon the happening of any event set forth in Section 5.01 hereof shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Note Insurer to exercise any remedy reserved to the Note Insurer in this Article, it shall not be necessary to give any notice, other than such notice as may be required by in this Article.Article V.

Remedies; No Remedy Exclusive. (a) Upon the occurrence of an Event of Default, the Note Insurer may exercise any one or more of the rights and remedies set forth below: (i) declare all indebtedness of every type or description then owed by the AdministratorEOI, FMC any Affiliated Seller or the Issuer Depositor to the Note Insurer to be immediately due and payable, and the same shall thereupon be immediately due and payable, in each case subject to the provisions of the Indenture; (ii) exercise any rights and remedies under the Trust Agreement, the Indenture or any other Basic Document P & S Agreement in accordance with the terms thereof or direct the Indenture Trustee or the Servicer to exercise such rights and remedies in accordance with the terms of the each such agreement, in each case subject to the provisions of the IndentureP & S Agreement; or (iii) take whatever action at law or in equity as may appear necessary or desirable in its judgment to collect the amounts amounts, if any, then due under this Insurance and Indemnity Agreement, the Trust Agreement, the Indenture Agreement or any other Basic Operative Document or to enforce performance and observance of any obligation, agreement or covenant of the AdministratorEOI, FMC any Affiliated Seller or the Issuer Depositor under this Insurance and Indemnity Agreement, the Trust Agreement, the Indenture Agreement or any other Basic Document, in each case subject to the provisions of and to the extent allowed by the Trust Agreement, the Indenture or any other Basic DocumentOperative Documents. (b) Unless otherwise expressly provided, no remedy herein conferred upon or reserved is intended to be exclusive of any other available remedy, but each remedy shall be cumulative and shall be in addition to other remedies given under this Insurance and Indemnity Agreement, the Trust Agreement, the Indenture or any other Basic Document, P & S Agreement or existing at law or in equity, provided, however, that any amount recovered pursuant to the exercise of such remedies shall be subject to the priorities of payment set forth in Sections 5.04(b) and (c) and 8.02(e) of the Indenture, as applicable. No delay or omission to exercise any right or power accruing under this Insurance and Indemnity Agreement or any other Basic Documents the P & S Agreement upon the happening of any event set forth in Section 5.01 hereof shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Note Insurer to exercise any remedy reserved to the Note Insurer in this Article, it shall not be necessary to give any notice, other than such notice as may be required by this Article.

Remedies; No Remedy Exclusive. (a) Upon the occurrence of an Event of Default, the Note Insurer may exercise any one or more of the rights and remedies set forth below: (i) declare all indebtedness of every type or description then owed by the Master Servicer, the Claims Administrator, FMC the Contract of Insurance Holder or the Issuer Seller to the Note Insurer to be immediately due and payable, and the same shall thereupon be immediately due and payable, in each case subject to the provisions of the Indenture; (ii) exercise any rights and remedies under the Trust Agreement, the Indenture or any other Basic Document PSA in accordance with the terms thereof of the PSA or direct the Indenture Trustee to exercise such remedies in accordance with the terms of the each such agreement, in each case subject to the provisions of the IndenturePSA; or (iii) take whatever action at law or in equity as may appear necessary or desirable in its judgment to collect the amounts then due under this Insurance and Indemnity Agreement, Agreement or the Trust Agreement, the Indenture or any other Basic Document PSA or to enforce performance and observance of any obligation, agreement or covenant of the Master Servicer, the Claims Administrator, FMC the Contract of Insurance Holder or the Issuer Seller under this Insurance and Indemnity Agreement, Agreement or the Trust Agreement, the Indenture or any other Basic Document, in each case subject to the provisions of and to the extent allowed by the Trust Agreement, the Indenture or any other Basic DocumentPSA. (b) Unless otherwise expressly provided, no remedy herein conferred upon or reserved is intended to be exclusive of any other available remedy, but each remedy shall be cumulative and shall be in addition to other remedies given under this Insurance and Indemnity Agreement, the Trust Agreement, the Indenture or any other Basic Document, PSA or existing at law or in equity, provided, however, that any amount recovered pursuant to the exercise of such remedies shall be subject to the priorities of payment set forth in Sections 5.04(b) and (c) and 8.02(e) of the Indenture, as applicable. No delay or omission to exercise any right or power accruing under this Insurance and Indemnity Agreement or any other Basic Documents the PSA upon the happening of any event set forth in Section 5.01 hereof shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Note Insurer to exercise any remedy reserved to the Note Insurer in this Article, it shall not be necessary to give any notice, other than such notice as may be required by in this Article.

Remedies; No Remedy Exclusive. (a) Upon the occurrence of an Event of Default, the Note Insurer Surety may exercise any one or more of the rights and remedies set forth belowbelow against the party in default: (i) declare all indebtedness of every type or description then owed by the Administrator, FMC or the Issuer such party to the Note Insurer Surety with respect to the transactions contemplated by the Transaction Documents to be immediately due and payable, and the same shall thereupon be immediately due and payable, in each case subject to the provisions of the Indenture; (ii) exercise any rights and remedies under any of the Trust Agreement, the Indenture or any other Basic Document in accordance with the terms thereof or direct the Indenture Trustee to exercise such remedies Transaction Documents in accordance with the terms of the each such agreement, in each case subject to the provisions of the IndentureTransaction Document; or (iii) take whatever action at law or in equity as may appear necessary or desirable in its judgment to collect the amounts then due and thereafter to become due under this Insurance and Indemnity Agreement, any of the Trust Agreement, the Indenture or any other Basic Document Transaction Documents or to enforce performance and observance of any obligation, agreement or covenant of the AdministratorTransferor, FMC the Seller, the Collateral Agent or the Issuer Reserve Account Agent, as the case may be, under this Insurance and Indemnity Agreement, any of the Trust Agreement, the Indenture or any other Basic Document, in each case subject to the provisions of and to the extent allowed by the Trust Agreement, the Indenture or any other Basic DocumentTransaction Documents. (b) Unless otherwise expressly provided, no remedy herein conferred upon or reserved to the Surety is intended to be exclusive of any other available remedy, but each remedy shall be cumulative and shall be in addition to other remedies given under this Insurance and Indemnity Agreement, any of the Trust Agreement, the Indenture or any other Basic Document, Transaction Documents or existing at law or in equity, provided, however, that any amount recovered pursuant to the exercise of such remedies shall be subject to the priorities of payment set forth in Sections 5.04(b) and (c) and 8.02(e) of the Indenture, as applicable. No delay or omission to exercise any right or power accruing under this Insurance and Indemnity Agreement or any other Basic of the Transaction Documents upon the happening of any event set forth in Section 5.01 hereof shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Note Insurer Surety to exercise any remedy reserved to the Note Insurer Surety in this Article, it shall not be necessary to give any notice, other than such notice as may be required by in this Article.

Remedies; No Remedy Exclusive. (a) Upon the occurrence of an Event of DefaultDefault hereunder, the Note Insurer may exercise any one or more of the rights and remedies set forth below: (i) declare all indebtedness of every type or description then owed by the Administrator, FMC or the Issuer to the Note Insurer to be immediately due and payable, and the same shall thereupon be immediately due and payable, in each case subject to the provisions of the Indenture; (ii) exercise any rights and remedies under the Trust Agreement, the Indenture or any other Basic Document in accordance with the terms thereof or direct the Indenture Trustee to exercise such remedies in accordance with the terms of the each such agreement, in each case subject to the provisions of the Indenture; or (iii) take whatever action at law or in equity as may appear necessary or desirable in its judgment to collect the amounts amounts, if any, then due under this Insurance and Indemnity Agreement, the Trust Contribution Agreement, the Indenture Sale Agreement, the Management Agreement, the Indenture, the Partnership Agreement or any other Basic Related Document or to enforce performance and observance of any obligation, agreement or covenant of the Administrator, FMC or the Issuer Universal Parties under this Insurance and Indemnity Agreement, the Trust Contribution Agreement, the Indenture Sale Agreement, the Management Agreement, the Indenture, the Partnership Agreement or any other Basic Related Document, either in each case subject to the provisions of and to the extent allowed by the Trust Agreement, the Indenture its own capacity or any other Basic Documentin its capacity as Control Party. (b) Unless otherwise expressly provided, no remedy herein conferred upon or reserved is intended to be exclusive of any other available remedy, but each remedy shall be cumulative and shall be in addition to other remedies given under this Insurance and Indemnity Agreement, the Trust Contribution Agreement, the Indenture Sale Agreement, the Management Agreement, the Indenture, the Partnership Agreement or any other Basic Related Document, or existing at law or in equity, provided, however, that any amount recovered pursuant to the exercise of such remedies shall be subject to the priorities of payment set forth in Sections 5.04(b) and (c) and 8.02(e) of the Indenture, as applicable. No delay or omission to exercise any right or power accruing under this Insurance and Indemnity Agreement, the Contribution Agreement, the Sale Agreement, the Management Agreement, the Indenture, the Partnership Agreement or any other Basic Documents Related Document upon the happening of any event set forth in Section 5.01 hereof 5.1 shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Note Insurer to exercise any remedy reserved to the Note Insurer in this Article, it shall not be necessary to give any notice, other than such notice as may be required by this Article, provided that to the extent notice is required in respect of an Event of Default under the other Related Documents and such notice shall have been given thereunder, no additional notice shall be required hereunder. (c) Each party to this Insurance Agreement hereby agrees that, in addition to any other rights or remedies existing in its favor, it shall be entitled to specific performance and/or injunctive relief in order to enforce any of its rights or any obligation owed to it under the Related Documents.