Common use of Subrogation and Cooperation Clause in Contracts

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to the extent the Credit Enhancer makes payments under the Credit Enhancement Instrument on account of principal of or interest on the Notes, the Credit Enhancer will be fully subrogated to the rights of such Holders to receive such principal and interest from the Issuer, and (ii) the Credit Enhancer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. The Indenture Trustee shall cooperate in all respects with any reasonable request by the Credit Enhancer for action to preserve or enforce the Credit Enhancer's rights or interest under this Indenture or the Insurance Agreement without limiting the rights of the Noteholders as otherwise set forth in the Indenture, including, without limitation, upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actions: (i) institute Proceedings for the collection of all amounts then payable on the Notes, or under this Indenture in respect to the Notes and all amounts payable under the Insurance Agreement enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales called and conducted in any manner permitted by law; (iii) file or record all Assignments that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer hereunder.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to the extent the Credit Enhancer makes payments under the Credit Enhancement Instrument Policy on account of principal of or interest on the NotesMortgage Loans, the Credit Enhancer will be fully subrogated to the rights of such Holders the Noteholders to receive such principal of and interest from on the IssuerMortgage Loans, and (ii) the Credit Enhancer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. The Indenture Trustee shall cooperate in all respects with any reasonable request by the Credit Enhancer for action to preserve or enforce the Credit Enhancer's rights or interest under this Indenture or the Insurance Agreement Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the Indenture, including, without limitation, including upon the occurrence and continuance of a default under the Insurance Agreement, a request (which request shall be in writing) to take any one or more of the following actions: (i) institute Proceedings for the collection of all amounts then payable on the Notes, Notes or under this Indenture in respect to the Notes and all amounts payable under the Insurance Agreement and to enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales (as defined in Section 5.15 hereof) called and conducted in any manner permitted by law; (iii) file or record all Assignments assignments that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code UCC and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer hereunder. Following the payment in full of the Notes, the Enhancer shall continue to have all rights and privileges provided to it under this Section and in all other provisions of this Indenture, until all amounts owing to the Enhancer have been paid in full.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to the extent the Credit Enhancer makes payments under the Credit Enhancement Instrument Policy on account of principal of or interest on the Notes, the Credit Enhancer will be fully subrogated to the rights of such Holders the Noteholders to receive such principal and interest from the Issuerinterest, and (ii) the Credit Enhancer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. The Indenture Trustee shall cooperate in all respects with any reasonable request by the Credit Enhancer for action to preserve or enforce the Credit Enhancer's rights or interest under this Indenture or the Insurance Agreement Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the Indenture, including, without limitation, including upon the occurrence and continuance of a default under the Insurance Agreement, a request (which request shall be in writing) to take any one or more of the following actions: (i) institute Proceedings for the collection of all amounts then payable on the Notes, Notes or under this Indenture in respect to the Notes and all amounts payable under the Insurance Agreement and to enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales (as defined in Section 5.15 hereof) called and conducted in any manner permitted by law; (iii) file or record all Assignments assignments that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code UCC and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer hereunder. Following the payment in full of the Notes, the Enhancer shall continue to have all rights and privileges provided to it under this Section and in all other provisions of this Indenture, until all amounts owing to the Enhancer have been paid in full.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to To the extent the Credit Enhancer makes payments under the Credit Enhancement Instrument on account of principal of or interest on the NotesNotes under the Policy, the Credit Enhancer will be fully subrogated to the rights of such Holders the Noteholders to receive such that principal and interest from the IssuerMortgage Loans of the related Loan Group and any other related Collateral, and (ii) the Credit Enhancer shall be paid such that principal and interest interest, but only from the sources and in the manner provided herein in this Indenture and in the Insurance Sale and Servicing Agreement for the payment of such that principal and interest. Any payment of principal or interest on a Class of Notes made with moneys received under the Policy shall not be considered payment of that Class of Notes from the Trust and shall not result in the payment of or the provision for the payment of the principal or interest on that Class of Notes under Section 4.01. The Credit Enhancer shall be paid principal and interest from Mortgage Loans only from the sources and in the manner provided in this Indenture and in the Insurance Agreement. The Indenture Trustee shall cooperate in all respects with any reasonable request or direction by the Credit Enhancer for action to take any of the following actions to preserve or enforce the Credit Enhancer's rights or interest under each of this Indenture or and the Insurance Agreement Sale and Servicing Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the under this Indenture, including, without limitation, including upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actionsCredit Enhancer Default: (i) institute Proceedings for the collection of all amounts then payable on the Notes, Notes or under this Indenture in with respect to the Notes and all amounts payable under the Insurance Agreement and to enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate any part of Collateral or any portion thereof or rights or interest therein, interests in it at one or more public or private Sales sales called and conducted in any manner permitted by law; (iii) file or record all Assignments of Mortgage that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code UCC and take any other appropriate action to protect and enforce the rights and remedies interests of the Credit Enhancer hereunderunder this Indenture. Following the payment in full of the Notes, the Credit Enhancer shall continue to have all the rights given to it under this Section and in all other provisions of this Indenture, until all amounts owing to the Credit Enhancer have been paid in full.

Subrogation and Cooperation. (a) The Issuer Issuing Entity and the Indenture Trustee acknowledge that (i) to the extent the Credit Enhancer makes payments under the Credit Enhancement Instrument on account of principal of or interest on the Notes, the Credit Enhancer will be fully subrogated to the rights of such Holders to receive such principal and interest from the IssuerIssuing Entity, and (ii) the Credit Enhancer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. The Indenture Trustee shall cooperate in all respects with any reasonable request by the Credit Enhancer for action to preserve or enforce the Credit Enhancer's rights or interest under this Indenture or the Insurance Agreement without limiting the rights of the Noteholders as otherwise set forth in the Indenture, including, without limitation, upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actions: (i) institute Proceedings for the collection of all amounts then payable on the Notes, or under this Indenture in respect to the Notes and all amounts payable under the Insurance Agreement enforce any judgment obtained and collect from the Issuer Issuing Entity monies adjudged due; (ii) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales called and conducted in any manner permitted by law; (iii) file or record all Assignments that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer hereunder.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to the extent the Credit Enhancer Note Insurer makes payments under the Credit Enhancement Instrument Note Insurance Policy on account of principal of or interest on the Notes, the Credit Enhancer Note Insurer will be fully subrogated to the rights of such Holders to receive such principal and interest from the Issuer, and (ii) the Credit Enhancer Note Insurer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. The Indenture Trustee shall cooperate in all respects with any reasonable request by the Credit Enhancer Note Insurer for action to preserve or enforce the Credit EnhancerNote Insurer's rights or interest under this Indenture or the Insurance Agreement without limiting the rights of the Noteholders as otherwise set forth in the Indenture, including, without limitation, upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actions: (i) institute Proceedings for the collection of all amounts then payable on the Notes, or under this Indenture in respect to the Notes and all amounts payable under the Insurance Agreement enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales called and conducted in any manner permitted by law; (iii) file or record all Assignments that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer Note Insurer hereunder.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to the extent the Credit Enhancer makes payments under the Credit Enhancement Instrument Policy on account of principal of or interest on the NotesHome Loans, the Credit Enhancer will be fully subrogated to the rights of such Holders the Noteholders to receive such principal of and interest from on the IssuerHome Loans, and (ii) the Credit Enhancer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. The Indenture Trustee shall cooperate in all respects with any reasonable request by the Credit Enhancer for action to preserve or enforce the Credit Enhancer's rights or interest under this Indenture or the Insurance Agreement Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the Indenture, including, without limitation, including upon the occurrence and continuance of a default under the Insurance Agreement, a request (which request shall be in writing) to take any one or more of the following actions: (i) institute Proceedings for the collection of all amounts then payable on the Notes, Notes or under this Indenture in respect to the Notes and all amounts payable under the Insurance Agreement and to enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales (as defined in Section 5.15 hereof) called and conducted in any manner permitted by law; (iii) file or record all Assignments assignments that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code UCC and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer hereunder. Following the payment in full of the Notes, the Credit Enhancer shall continue to have all rights and privileges provided to it under this Section and in all other provisions of this Indenture, until all amounts owing to the Credit Enhancer have been paid in full.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to the extent the Credit Enhancer Bond Insurer makes payments under the Credit Enhancement Instrument Bond Insurance Policy on account of principal of or interest on the NotesClass A Bonds, the Credit Enhancer Bond Insurer will be fully subrogated to the rights of such Holders to receive such principal and interest from the Issuer, and (ii) the Credit Enhancer Bond Insurer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. The Indenture Trustee shall shall, so long as it is indemnified to its satisfaction, cooperate in all respects with any reasonable written request by the Credit Enhancer Bond Insurer (unless a Bond Insurer Default exists) for action to preserve or enforce the Credit EnhancerBond Insurer's rights or interest under this Indenture or the Insurance Agreement Agreement, consistent with this Indenture and without limiting the rights of the Noteholders Bondholders as otherwise set forth in the Indenture, including, without limitation, upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actions: (i) institute Proceedings for the collection of all amounts then payable on the NotesClass A Bonds, or under this Indenture in respect to of the Notes Class A Bonds and all amounts payable under the Insurance Agreement Agreement, enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell or cause to be sold the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales (as defined in Section 5.15 (a) hereof) called and conducted in any manner permitted by law; (iii) file or record all Assignments that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (viv) exercise any remedies of a secured party under the Uniform Commercial Code UCC and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer Bond Insurer hereunder; provided, however, action shall be taken pursuant to this Section 4.12 by the Indenture Trustee to preserve the Bond Insurer's rights or interest under this Agreement or the Insurance Agreement only to the extent such action is available to the Class A Bondholders or the Bond Insurer under other provisions of this Indenture. Notwithstanding any provision of this Indenture to the contrary, so long as no Bond Insurer Default exists, the Bond Insurer shall at all times be treated as if it were the exclusive owner of all Class A Bonds Outstanding for the purposes of all approvals, consents, waivers and the institution of any action and the written direction of all remedies, and the Indenture Trustee shall act in accordance with the written directions of the Bond Insurer so long as it is indemnified therefor to its reasonable satisfaction.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to the extent the Credit Enhancer makes payments under the Credit Enhancement Instrument on account of principal of or interest on the NotesHome Loans, the Credit Enhancer will be fully subrogated to the rights of such Holders the Noteholders to receive such principal and interest from the IssuerHome Loans, and (ii) the Credit Enhancer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. The Indenture Trustee shall cooperate in all respects with any reasonable request by the Credit Enhancer for action to preserve or enforce the Credit Enhancer's rights or interest under this Indenture or the Insurance Agreement Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the Indenture, including, without limitation, upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actions: (i) institute Proceedings for the collection of all amounts then payable on the Notes, or under this Indenture in respect to the Notes and all amounts payable under the Insurance Agreement and to enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales (as defined in Section 5.15 hereof) called and conducted in any manner permitted by law; (iii) file or record all Assignments assignments that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer hereunder. Following the payment in full of the Notes, the Credit Enhancer shall continue to have all rights and privileges provided to it under this Section and in all other provisions of this Indenture, until all amounts owing to the Credit Enhancer have been paid in full.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to the extent the Credit Enhancer makes payments under the Credit Enhancement Instrument Group I Policy on account of principal of or interest on the NotesGroup I Loans, the Credit Enhancer will be fully subrogated to the rights of such Holders the Class I Noteholders to receive such principal and interest from the IssuerGroup I Loans, (ii) to the extent the Credit Enhancer makes payments under the Group II Policy on account of principal of or interest on the Group II Loans, the Credit Enhancer will be fully subrogated to the rights of the Class II Noteholders to receive such principal and interest from the Group II Loans and (iiiii) the Credit Enhancer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. The Indenture Trustee shall cooperate in all respects with any reasonable request by the Credit Enhancer for action to preserve or enforce the Credit Enhancer's rights or interest under this Indenture or the Insurance Agreement Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the Indenture, including, without limitation, upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actions: (i) institute Proceedings for the collection of all amounts then payable on the Notes, Class II Notes or under this Indenture in respect to the Class II Notes and all amounts payable under the Insurance Agreement and to enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales (as defined in Section 5.15 hereof) called and conducted in any manner permitted by law; (iii) file or record all Assignments assignments that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer hereunder. Following the payment in full of the Notes, the Credit Enhancer shall continue to have all rights and privileges provided to it under this Section and in all other provisions of this Indenture, until all amounts owing to the Credit Enhancer have been paid in full.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to the extent the Credit Enhancer makes payments under the Credit Enhancement Instrument on account of principal of or interest on the NotesHome Loans, the Credit Enhancer will be fully subrogated to the rights of such Holders the Noteholders to receive such principal and interest from the IssuerHome Loans, and (ii) the Credit Enhancer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. The Indenture Trustee shall cooperate in all respects with any reasonable request by the Credit Enhancer for action to preserve or enforce the Credit Enhancer's rights or interest under this Indenture or the Insurance Agreement Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the Indenture, including, without limitation, upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actions: (i) institute Proceedings for the collection of all amounts then payable on the Notes, or under this Indenture in respect to the Notes and all amounts payable under the Insurance Agreement and to enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales (as defined in Section 5.15 hereof) called and conducted in any manner permitted by law; (iii) file or record all Assignments assignments that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer hereunder. Following the payment in full of the Notes, the Credit Enhancer shall continue to have all rights and privileges provided to it under this Section and in all other provisions of this Indenture, until all amounts owing to the Credit Enhancer have been paid in full.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to To the extent the Credit Enhancer makes payments under the Credit Enhancement Instrument on account of principal of or interest on the NotesNotes under the Policy, the Credit Enhancer will be fully subrogated to the rights of such Holders the Noteholders to receive such that principal and interest from the IssuerMortgage Loans and any other Collateral, and (ii) the Credit Enhancer shall be paid such that principal and interest interest, but only from the sources and in the manner provided herein in this Indenture and in the Insurance Sale and Servicing Agreement for the payment of such that principal and interest. Any payment of principal or interest on the Notes made with moneys received under the Policy shall not be considered payment of the Notes from the Trust and shall not result in the payment of or the provision for the payment of the principal or interest on the Notes under Section 4.01. The Credit Enhancer shall be paid principal and interest from Mortgage Loans only from the sources and in the manner provided in this Indenture and in the Insurance Agreement. The Indenture Trustee shall cooperate in all respects with any reasonable request or direction by the Credit Enhancer for action to take any of the following actions to preserve or enforce the Credit Enhancer's rights or interest under this Indenture or the Insurance Agreement Sale and Servicing Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the under this Indenture, including, without limitation, including upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actionsCredit Enhancer Default: (i) institute Proceedings for the collection of all amounts then payable on the Notes, Notes or under this Indenture in with respect to the Notes and all amounts payable under the Insurance Agreement and to enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate any part of Collateral or any portion thereof or rights or interest therein, interests in it at one or more public or private Sales sales called and conducted in any manner permitted by law; (iii) file or record all Assignments of Mortgage that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code UCC and take any other appropriate action to protect and enforce the rights and remedies interests of the Credit Enhancer hereunderunder this Indenture. Following the payment in full of the Notes, the Credit Enhancer shall continue to have all the rights given to it under this Section and in all other provisions of this Indenture, until all amounts owing to the Credit Enhancer have been paid in full.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to To the extent the Credit Enhancer makes payments under the Credit Enhancement Instrument on account of principal of or interest on the NotesNotes under the Policy, the Credit Enhancer will be fully subrogated to the rights of such Holders the Noteholders to receive such that principal and interest from the IssuerMortgage Loans of the related Loan Group, any other related Collateral, and (ii) any Crossover Amounts and Subordinated Transferor Collections they are entitled to from the other Loan Group, and the Credit Enhancer shall be paid such that principal and interest interest, but only from the sources and in the manner provided herein in this Indenture and in the Insurance Sale and Servicing Agreement for the payment of such that principal and interest. Any payment of principal or interest on a Class of Notes made with moneys received under the Policy shall not be considered payment of that Class of Notes from the Trust and shall not result in the payment of or the provision for the payment of the principal or interest on that Class of Notes under Section 4.01. The Credit Enhancer shall be paid principal and interest from Mortgage Loans only from the sources and in the manner provided in this Indenture and in the Insurance Agreement. The Indenture Trustee shall cooperate in all respects with any reasonable request or direction by the Credit Enhancer for action to take any of the following actions to preserve or enforce the Credit Enhancer's rights or interest under each of this Indenture or and the Insurance Agreement Sale and Servicing Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the under this Indenture, including, without limitation, including upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actionsCredit Enhancer Default: (i) institute Proceedings for the collection of all amounts then payable on the Notes, Notes or under this Indenture in with respect to the Notes and all amounts payable under the Insurance Agreement and to enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate any part of Collateral or any portion thereof or rights or interest therein, interests in it at one or more public or private Sales sales called and conducted in any manner permitted by law; (iii) file or record all Assignments of Mortgage that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code UCC and take any other appropriate action to protect and enforce the rights and remedies interests of the Credit Enhancer hereunderunder this Indenture. Following the payment in full of the Notes, the Credit Enhancer shall continue to have all the rights given to it under this Section and in all other provisions of this Indenture, until all amounts owing to the Credit Enhancer have been paid in full.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to the extent the Credit Enhancer makes payments under the Credit Enhancement Instrument on account of principal of or interest on the NotesNotes or the Certificates, the Credit Enhancer will be fully subrogated to the rights of such Holders to receive such principal and interest from the Issuer, and (ii) the Credit Enhancer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. The Indenture Trustee shall cooperate in all respects with any reasonable request by the Credit Enhancer for action to preserve or enforce the Credit Enhancer's rights or interest under this Indenture or the Insurance Agreement without limiting the rights of the Noteholders as otherwise set forth in the Indenture, including, without limitation, upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actions: (i) institute Proceedings for the collection of all amounts then payable on the Notes, or under this Indenture in respect to the Notes and all amounts payable under the Insurance Agreement enforce any judgment obtained and collect from the Issuer monies moneys adjudged due; (ii) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales called and conducted in any manner permitted by law; (iii) file or record all Assignments that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer hereunder.]

Subrogation and Cooperation. (a) The Issuer Trust and the Indenture Trustee acknowledge that (i) to the extent the Credit Enhancer Note Insurer makes payments under the Credit Enhancement Instrument Note Insurance Policy on account of principal of or interest on the Notes, Notes the Credit Enhancer Note Insurer will be fully subrogated to the rights of such Holders the Noteholders to receive such principal of and interest from on the IssuerNotes, and (ii) the Credit Enhancer Note Insurer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. . (b) The Indenture Trustee shall cooperate in all respects with any reasonable written request or direction by the Credit Enhancer Note Insurer for action to preserve or enforce the Credit Enhancer's Note Insurer’s rights or interest under this Indenture Indenture, the Sale and Servicing Agreement or the Insurance Agreement Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the Indenture, including, including without limitation, limitation upon the occurrence and continuance of a default under the Insurance AgreementDefault, a request to take any one or more of the following actions: (i) institute Proceedings proceedings for the collection of all amounts then payable on the Notes, Notes or under this Indenture in respect to the Notes and all amounts payable under the Insurance Agreement and to enforce any judgment obtained and collect from the Issuer Trust monies adjudged due; (ii) sell the any Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales sales called and conducted in any manner permitted by law; (iii) file or cause the Sponsor to record all Assignments assignments that have not previously been recorded; (iv) institute Proceedings proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer Note Insurer hereunder. (c) Following the payment in full of the Notes, the Note Insurer shall continue to have all rights and privileges provided to it under this Section 4.03 and in all other provisions of this Indenture, until all amounts owing to the Note Insurer have been paid in full.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to the extent the Credit Enhancer Insurer makes payments under the Credit Enhancement Instrument an Insurance Policy on account of principal of or interest on the NotesHome Equity Loans, the Credit Enhancer Insurer will be fully subrogated to the rights of such Holders the Noteholders to receive such principal of and interest from on the IssuerHome Equity Loans of the related Trust Estate, and (ii) the Credit Enhancer Insurer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. The Indenture Trustee shall cooperate in all respects with any reasonable request or direction by the Credit Enhancer Insurer for action to preserve or enforce the Credit EnhancerInsurer's rights or interest under this Indenture or the Insurance Agreement Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the Indenture, including, including without limitation, limitation upon the occurrence and continuance of a default under the Insurance Agreementan Insurer Default, a request to take any one or more of the following actions: (i) institute Proceedings for the collection of all amounts then payable on the Notes, Notes or under this Indenture in respect to the Notes and all amounts payable under the Insurance Agreement and to enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the any Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales sales called and conducted in any manner permitted by law; (iii) file or record all Assignments assignments that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code UCC and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer Insurer hereunder. Following the payment in full of the Notes, the Insurer shall continue to have all rights and privileges provided to it under this Section 4.3 and in all other provisions of this Indenture, until all amounts owing to the Insurer have been paid in full.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge (and each Bondholder by acceptance of its Bond hereby agrees) that (i) to the extent the Credit Enhancer Bond Insurer makes payments under the Credit Enhancement Instrument Bond Insurance Policy on account of principal of or interest on the NotesBonds, the Credit Enhancer Bond Insurer will be fully subrogated to the rights of such Holders to receive such principal and interest from the Issuer, and (ii) the Credit Enhancer Bond Insurer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. The Insured Payments disbursed by the Indenture Trustee from proceeds of the Bond Insurance Policy shall not be considered payment by the Issuer with respect to the Bonds, nor shall such disbursement of such Insured Payments discharge the obligations of the Issuer with respect to the amounts thereof, and the Bond Insurer shall become the owner of such amounts as the deemed subrogee of such Bondholders. So long as no Bond Insurer Default exists, the Indenture Trustee shall cooperate in all respects with any reasonable request by the Credit Enhancer Bond Insurer for action to preserve or enforce the Credit EnhancerBond Insurer's rights or interest under this Indenture or the Insurance Agreement Agreement, consistent with this Indenture and without limiting the rights of the Noteholders Bondholders as otherwise set forth in the Indenture, including, without limitation, upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actions: (i) institute Proceedings for the collection of all amounts then payable on the NotesBonds, or under this Indenture in respect to the Notes Bonds and all amounts payable under the Insurance Agreement Agreement, enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales called and conducted in any manner permitted by law; (iii) file or record all Assignments of Mortgage that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code UCC and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer Bond Insurer hereunder; provided, however, action shall be taken pursuant to this Section 4.12 by the Indenture Trustee to preserve the Bond Insurer's rights or interest under this Agreement or the Insurance Agreement only to the extent such action is available to the Bondholders or the Bond Insurer under other provisions of this Indenture. Notwithstanding any provision of this Indenture to the contrary, so long as no Bond Insurer Default exists, the Bond Insurer shall at all times be treated as if it were the exclusive Bondholder for the purposes of all approvals, consents, waivers and the institution of any action and the direction of all remedies hereunder, and the Indenture Trustee shall act in accordance with the directions of the Bond Insurer so long as it is indemnified therefor to its reasonable satisfaction; provided, however, that the provisions of the first paragraph of Section 5.06 shall not apply to the Bond Insurer when the Bond Insurer is exercising the rights of the Bondholders pursuant to this paragraph.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to To the extent the Credit Enhancer makes payments under the Credit Enhancement Instrument on account of principal of or interest on the NotesNotes under the Policy, the Credit Enhancer will be fully subrogated to the rights of such Holders the Noteholders to receive such that principal and interest from the IssuerMortgage Loans and any other Collateral, and (ii) the Credit Enhancer shall be paid such that principal and interest interest, but only from the sources and in the manner provided herein in this Indenture and in the Insurance Sale and Servicing Agreement for the payment of such that principal and interest. Any payment of principal or interest on the Notes made with moneys received under the Policy shall not be considered payment of the Notes from the Trust and shall not result in the payment of or the provision for the payment of the principal or interest on the Notes under Section 4.01. The Credit Enhancer shall be paid principal and interest from Mortgage Loans only from the sources and in the manner provided in this Indenture and in the Insurance Agreement. The Indenture Trustee shall cooperate in all respects with any reasonable request or direction by the Credit Enhancer for action to take any of the following actions to preserve or enforce the Credit Enhancer's rights or interest under this Indenture or the Insurance Agreement Sale and Servicing Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the under this Indenture, including, without limitation, including upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actionsCredit Enhancer Default: (i) institute Proceedings for the collection of all amounts then payable on the Notes, Notes or under this Indenture in with respect to the Notes and all amounts payable under the Insurance Agreement and to enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate any part of Collateral or any portion thereof or rights or interest therein, interests in it at one or more public or private Sales sales called and conducted in any manner permitted by law; (iii) file or record all Assignments of Mortgage that have not previously been recorded; ; (ivvi) (vii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (viv) exercise any remedies of a secured party under the Uniform Commercial Code UCC and take any other appropriate action to protect and enforce the rights and remedies interests of the Credit Enhancer hereunderunder this Indenture. Following the payment in full of the Notes, the Credit Enhancer shall continue to have all the rights given to it under this Section and in all other provisions of this Indenture, until all amounts owing to the Credit Enhancer have been paid in full.

Subrogation and Cooperation. (a) The Issuer and the --------------------------- Indenture Trustee acknowledge that (i) to the extent the Credit Enhancer makes payments under the Credit Enhancement Instrument on account of principal of or interest on the NotesNotes or the Certificates, the Credit Enhancer will be fully subrogated to the rights of such Holders to receive such principal and interest from the Issuer, and (ii) the Credit Enhancer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. The Indenture Trustee shall cooperate in all respects with any reasonable request by the Credit Enhancer for action to preserve or enforce the Credit Enhancer's rights or interest under this Indenture or the Insurance Agreement without limiting the rights of the Noteholders as otherwise set forth in the Indenture, including, without limitation, upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actions: (i) institute Proceedings for the collection of all amounts then payable on the Notes, or under this Indenture in respect to the Notes and all amounts payable under the Insurance Agreement enforce any judgment obtained and collect from the Issuer monies moneys adjudged due; (ii) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales called and conducted in any manner permitted by law; (iii) file or record all Assignments that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer hereunder.)

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge (and each Noteholder by acceptance of its Note hereby agrees) that (i) to the extent the Credit Enhancer Note Insurer makes payments under the Credit Enhancement Instrument Note Insurance Policy on account of principal of or interest on the Notes, the Credit Enhancer Note Insurer will be fully subrogated to the rights of such Holders to receive such principal and interest from the Issuer, and (ii) the Credit Enhancer Note Insurer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. Scheduled Payments disbursed by the Indenture Trustee from proceeds of the Note Insurance Policy shall not be considered payment by the Issuer with respect to the Notes, nor shall such disbursement of such Scheduled Payments discharge the obligations of the Issuer with respect to the amounts thereof, and the Note Insurer shall become the owner of such amounts as the deemed subrogee of such Noteholders. The Indenture Trustee shall cooperate in all respects with any reasonable request by the Credit Enhancer Note Insurer for action to preserve or enforce the Credit EnhancerNote Insurer's rights or interest under this Indenture or the Insurance Agreement Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the Indenture, including, without limitation, upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actions: (i) institute Proceedings for the collection of all amounts then payable on the Notes, or under this Indenture in respect to the Notes and all amounts payable under the Insurance Agreement Agreement, enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales called and conducted in any manner permitted by law; (iii) file or record all Assignments of Mortgage that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code UCC and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer Note Insurer hereunder; provided, however, action shall be taken pursuant to this Section 4.12 by the Indenture Trustee to preserve the Note Insurer's rights or interest under this Agreement or the Insurance Agreement only to the extent such action is available to the Noteholders or the Note Insurer under other provisions of this Indenture. Notwithstanding any provision of this Indenture to the contrary, so long as no Note Insurer Default exists, the Note Insurer shall at all times be treated as if it were the exclusive Noteholder for the purposes of all approvals, consents, waivers and the institution of any action and the direction of all remedies hereunder, and the Indenture Trustee shall act in accordance with the directions of the Note Insurer so long as it is indemnified therefor to its reasonable satisfaction; provided, however, that the provisions of the first paragraph of Section 5.06 shall not apply to the Note Insurer when the Note Insurer is exercising the rights of the Noteholders pursuant to this paragraph.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to the extent the Credit Enhancer makes payments under the Credit Enhancement Instrument Policy on account of principal of or interest on the NotesHome Equity Loans, the Credit Enhancer will be fully subrogated to the rights of such Holders the Noteholders to receive such principal and interest from the Issuer, Home Equity Loans and any other Collateral and (ii) the Credit Enhancer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. The Indenture Trustee shall cooperate in all respects with any reasonable request or direction by the Credit Enhancer for action to preserve or enforce the Credit Enhancer's rights or interest under this Indenture or the Insurance Agreement Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the Indenture, including, without limitation, upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actions: (i) institute Proceedings for the collection of all amounts then payable on the Notes, Notes or under this Indenture in respect to of the Notes and all amounts payable under the Insurance Agreement and to enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales (as defined in Section 5.15 hereof) called and conducted in any manner permitted by law; (iii) file or record all Assignments assignments that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer hereunder. Following the payment in full of the Notes, the Credit Enhancer shall continue to have all rights and privileges provided to it under this Section and in all other provisions of this Indenture, until all amounts owing to the Credit Enhancer have been paid in full.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to the extent the Credit Enhancer Note Insurer makes payments under the Credit Enhancement Instrument Note Insurance Policy on account of principal of or interest on the Notes, the Credit Enhancer Note Insurer will be fully subrogated to the rights of such Holders to receive such principal and interest from the Issuer, and (ii) the Credit Enhancer Note Insurer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance Sale and Servicing Agreement for the payment of such principal and interest. The Indenture Trustee shall cooperate in all respects with any reasonable request by the Credit Enhancer Note Insurer for action to preserve or enforce the Credit EnhancerNote Insurer's rights or interest under this Indenture or the Insurance Agreement Sale and Servicing Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the Indenture, including, without limitation, upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actions: (i) institute Proceedings any suit in equity, action at law or other judicial or administrative proceeding (each, a "Proceeding") for the collection of all amounts then payable on the Notes, or under this Indenture in respect to the Notes and all amounts payable under the Insurance Agreement Agreement, enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales called and conducted in any manner permitted by law; (iii) file or record all Assignments of Mortgage that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code UCC and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer Note Insurer hereunder; provided, however, action shall be taken pursuant to this Section 4.12 by the Indenture Trustee to preserve the Note Insurer's rights or interest under this Agreement or the Insurance Agreement only to the extent such action is available to the Noteholders or the Note Insurer under other provisions of this Indenture. Notwithstanding any provision of this Indenture to the contrary, so long as no default by the Note Insurer exists, the Note Insurer shall at all times be treated as if it were the exclusive owner of all Notes Outstanding for the purposes of all approvals, consents, waivers and the institution of any action and the direction of all remedies, and the Indenture Trustee shall act in accordance with the directions of the Note Insurer so long as it is indemnified therefor to its reasonable satisfaction.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to the extent the Credit Enhancer Insurer makes payments under the Credit Enhancement Instrument Insurance Policy on account of principal of or interest on the NotesMortgage Loans, the Credit Enhancer Insurer will be fully subrogated to the rights of such Holders the Noteholders to receive such principal of and interest from on the IssuerMortgage Loans of the related Trust Estate, and (ii) the Credit Enhancer Insurer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance and Reimbursement Agreement for the payment of such principal and interest. The Indenture Trustee shall cooperate in all respects with any reasonable request or direction by the Credit Enhancer Insurer for action to preserve or enforce the Credit EnhancerInsurer's rights or interest under this Indenture or the Insurance Agreement and Reimbursement Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the Indenture, including, including without limitation, limitation upon the occurrence and continuance of a default under the Insurance Agreementan Insurer Default, a request to take any one or more of the following actions: (i) institute Proceedings for the collection of all amounts then payable on the Notes, Notes or under this Indenture in respect to the Notes and all amounts payable under the Insurance and Reimbursement Agreement and to enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales sales called and conducted in any manner permitted by law; (iii) file or record all Assignments assignments that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code UCC and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer Insurer hereunder. Following the payment in full of the Notes, the Insurer shall continue to have all rights and privileges provided to it under this Section 4.3 and in all other provisions of this Indenture, until all amounts owing to the Insurer have been paid in full.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to the extent the Credit Enhancer Bond Insurer makes payments under the Credit Enhancement Instrument Bond Insurance Policy on account of principal of or interest on the NotesClass A Bonds, the Credit Enhancer Bond Insurer will be fully subrogated to the rights of such Holders to receive such principal and interest from the Issuer, and (ii) the Credit Enhancer Bond Insurer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. The Indenture Trustee shall cooperate in all respects with any reasonable request by the Credit Enhancer Bond Insurer for action to preserve or enforce the Credit EnhancerBond Insurer's rights or interest under this Indenture or the Insurance Agreement Agreement, consistent with this Indenture and without limiting the rights of the Noteholders Bondholders as otherwise set forth in the Indenture, including, without limitation, upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actions: (i) institute Proceedings for the collection of all amounts then payable on the NotesClass A Bonds, or under this Indenture in respect to the Notes Class A Bonds and all amounts payable under the Insurance Agreement Agreement, enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell or cause to be sold the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales called and conducted in any manner permitted by law; (iii) file or record all Assignments that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (viv) exercise any remedies of a secured party under the Uniform Commercial Code UCC and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer Bond Insurer hereunder; provided, however, action shall be taken pursuant to this Section 4.12 by the Indenture Trustee to preserve the Bond Insurer's rights or interest under this Agreement or the Insurance Agreement only to the extent such action is available to the Class A Bondholders or the Bond Insurer under other provisions of this Indenture. Notwithstanding any provision of this Indenture to the contrary, so long as no Bond Insurer Default exists, the Bond Insurer shall at all times be treated as if it were the exclusive owner of all Class A Bonds Outstanding for the purposes of all approvals, consents, waivers and the institution of any action and the direction of all remedies, and the Indenture Trustee shall act in accordance with the directions of the Bond Insurer so long as it is indemnified therefor to its reasonable satisfaction.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to the extent the Credit Enhancer Bond Insurer makes payments under the Credit Enhancement Instrument either Bond Insurance Policy on account of principal of or interest on the NotesBonds, the Credit Enhancer Bond Insurer will be fully subrogated to the rights of such Holders to receive such principal and interest from the Issuer, and (ii) the Credit Enhancer Bond Insurer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. The Indenture Trustee shall cooperate in all respects with any reasonable request by the Credit Enhancer Bond Insurer for action to preserve or enforce the Credit EnhancerBond Insurer's rights or interest under this Indenture or the Insurance Agreement Agreement, consistent with this Indenture and without limiting the rights of the Noteholders Bondholders as otherwise set forth in the Indenture, including, without limitation, upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actions: (i) institute Proceedings for the collection of all amounts then payable on the NotesBonds, or under this Indenture in respect to the Notes Bonds and all amounts payable under the Insurance Agreement Agreement, enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell or cause to be sold the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales called and conducted in any manner permitted by law; (iii) file or record all Assignments that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (viv) exercise any remedies of a secured party under the Uniform Commercial Code UCC and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer Bond Insurer hereunder; provided, however, action shall be taken pursuant to this Section 4.12 by the Indenture Trustee to preserve the Bond Insurer's rights or interest under this Agreement or the Insurance Agreement only to the extent such action is available to the Bondholders or the Bond Insurer under other provisions of this Indenture. Notwithstanding any provision of this Indenture to the contrary, so long as no Bond Insurer Default exists, the Bond Insurer shall at all times be treated as if it were the exclusive owner of all Bonds Outstanding for the purposes of all approvals, consents, waivers and the institution of any action and the direction of all remedies, and the Indenture Trustee shall act in accordance with the directions of the Bond Insurer so long as it is indemnified therefor to its reasonable satisfaction.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to To the extent the Credit Enhancer makes payments under the Credit Enhancement Instrument on account of principal of or interest on the NotesNotes under the Policy, the Credit Enhancer will be fully subrogated to the rights of such Holders the Noteholders to receive such that principal and interest from the IssuerMortgage Loans and any other Collateral, and (ii) the Credit Enhancer shall be paid such that principal and interest interest, but only from the sources and in the manner provided herein in this Indenture and in the Insurance Sale and Servicing Agreement for the payment of such that principal and interest. Any payment of principal or interest on the Notes made with moneys received under the Policy shall not be considered payment of the Notes from the Trust and shall not result in the payment of or the provision for the payment of the principal or interest on the Notes under Section 4.01. The Credit Enhancer shall be paid principal and interest from Mortgage Loans only from the sources and in the manner provided in this Indenture and in the Insurance Agreement. The Indenture Trustee shall cooperate in all respects with any reasonable request or direction by the Credit Enhancer for action to take any of the following actions to preserve or enforce the Credit Enhancer's rights or interest under each of this Indenture or and the Insurance Agreement Sale and Servicing Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the under this Indenture, including, without limitation, including upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actionsCredit Enhancer Default: (i) institute Proceedings for the collection of all amounts then payable on the Notes, Notes or under this Indenture in with respect to the Notes and all amounts payable under the Insurance Agreement and to enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate any part of Collateral or any portion thereof or rights or interest therein, interests in it at one or more public or private Sales sales called and conducted in any manner permitted by law; (iii) file or record all Assignments of Mortgage that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code UCC and take any other appropriate action to protect and enforce the rights and remedies interests of the Credit Enhancer hereunderunder this Indenture. Following the payment in full of the Notes, the Credit Enhancer shall continue to have all the rights given to it under this Section and in all other provisions of this Indenture, until all amounts owing to the Credit Enhancer have been paid in full.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to To the extent the Credit Enhancer makes payments under the Credit Enhancement Instrument on account of principal of or interest on the NotesInsured Notes under the Policy, the Credit Enhancer will be fully subrogated to the rights of such the Holders of the Insured Notes to receive such that principal and interest from the IssuerMortgage Loans, any other Collateral, and (ii) the Credit Enhancer shall be paid such that principal and interest interest, but only from the sources and in the manner provided herein in this Indenture and in the Insurance Sale and Servicing Agreement for the payment of such that principal and interest. Any payment of principal or interest on the Insured Notes made with moneys received under the Policy shall not be considered payment of the Insured Notes from the Trust and shall not result in the payment of or the provision for the payment of the principal or interest on the Insured Notes under Section 4.01. The Credit Enhancer shall be paid from the assets of the Trust from the sources and in the manner provided in this Indenture and in the Insurance Agreement. The Indenture Trustee shall cooperate in all respects at the expense of the Trust with any reasonable request or direction by the Credit Enhancer for action to take any of the following actions to preserve or enforce the Credit Enhancer's rights or ’s interest under each of this Indenture or and the Insurance Agreement Sale and Servicing Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the under this Indenture, including, without limitation, including upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actionsCredit Enhancer Default: (i) institute Proceedings for the collection of all amounts then payable on the Notes, Insured Notes or under this Indenture in with respect to the Notes and all amounts payable under the Insurance Agreement and to enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate any part of Collateral or any portion thereof or rights or interest therein, interests in it at one or more public or private Sales sales called and conducted in any manner permitted by law; (iii) file or record all Assignments of Mortgage that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code UCC and take any other appropriate action to protect and enforce the rights and remedies interests of the Credit Enhancer hereunderunder this Indenture. Following the payment in full of the Notes, the Credit Enhancer shall continue to have all the rights given to it under this Section and in all other provisions of this Indenture, until all amounts owing to the Credit Enhancer have been paid in full.

Subrogation and Cooperation. (a) The Issuer Trust and the Indenture Trustee acknowledge that (i) to the extent the Credit Enhancer Note Insurer makes payments under the Credit Enhancement Instrument Note Insurance Policy on account of principal of or interest on the Notes, Mortgage Loans the Credit Enhancer Note Insurer will be fully subrogated to the rights of such Holders the Noteholders to receive such principal of and interest from on the IssuerMortgage Loans of the related Trust Estate, and (ii) the Credit Enhancer Note Insurer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. . (b) The Indenture Trustee shall cooperate in all respects with any reasonable request or direction by the Credit Enhancer Note Insurer for action to preserve or enforce the Credit EnhancerNote Insurer's rights or interest under this Indenture Indenture, the Sale and Servicing Agreement or the Insurance Agreement Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the Indenture, including, including without limitation, limitation upon the occurrence and continuance of a default under the Insurance AgreementDefault, a request to take any one or more of the following actions: (i) institute Proceedings proceedings for the collection of all amounts then payable on the Notes, Notes or under this Indenture in respect to the Notes and all amounts payable under the Insurance Agreement and to enforce any judgment obtained and collect from the Issuer Trust monies adjudged due; (ii) sell the either Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales sales called and conducted in any manner permitted by law; (iii) file or cause the Sponsor to record all Assignments assignments that have not previously been recorded; (iv) institute Proceedings proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer Note Insurer hereunder. (c) Following the payment in full of the Notes, the Note Insurer shall continue to have all rights and privileges provided to it under this Section 4.03 and in all other provisions of this Indenture, until all amounts owing to the Note Insurer have been paid in full.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to the extent the Credit Enhancer Bond Insurer makes payments under the Credit Enhancement Instrument Bond Insurance Policy on account of principal of or interest on the NotesClass 1-A-1 Bonds and Class 2-A-1 Bonds, the Credit Enhancer Bond Insurer will be fully subrogated to the rights of such Holders to receive such principal and interest from the Issuer, and (ii) the Credit Enhancer Bond Insurer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. The Indenture Trustee shall shall, so long as it is indemnified to its satisfaction, cooperate in all respects with any reasonable written request by the Credit Enhancer Bond Insurer (unless a Bond Insurer Default exists) for action to preserve or enforce the Credit EnhancerBond Insurer's rights or interest under this Indenture or the Insurance Agreement Agreement, consistent with this Indenture and without limiting the rights of the Noteholders Bondholders as otherwise set forth in the Indenture, including, without limitation, upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actions: (i) institute Proceedings for the collection of all amounts then payable on the NotesClass 1-A-1 Bonds and Class 2-A-1 Bonds, or under this Indenture in respect to of the Notes Class 1-A-1 Bonds and Class 2-A-1 Bonds and all amounts payable under the Insurance Agreement Agreement, enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell or cause to be sold the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales (as defined in Section 5.15 (a) hereof) called and conducted in any manner permitted by law; (iii) file or record all Assignments that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (viv) exercise any remedies of a secured party under the Uniform Commercial Code UCC and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer Bond Insurer hereunder; provided, however, action shall be taken pursuant to this Section 4.12 by the Indenture Trustee to preserve the Bond Insurer's rights or interest under this Agreement or the Insurance Agreement only to the extent such action is available to the Class 1-A-1 Bondholders and Class 2-A-1 Bondholders or the Bond Insurer under other provisions of this Indenture. Notwithstanding any provision of this Indenture to the contrary, so long as no Bond Insurer Default exists, the Bond Insurer shall at all times be treated as if it were the exclusive owner of all Class 1-A-1 Bonds and Class 2-A-1 Bonds Outstanding for the purposes of all approvals, consents, waivers and the institution of any action and the written direction of all remedies, and the Indenture Trustee shall act in accordance with the written directions of the Bond Insurer so long as it is indemnified therefor to its reasonable satisfaction.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to the extent the Credit Enhancer makes payments under the Credit Enhancement Instrument on account of principal of or interest on the NotesHome Loans, the Credit Enhancer will be fully subrogated to the rights of such Holders the Noteholders to receive such principal and interest from the IssuerHome Loans, and (ii) the Credit Enhancer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. The Indenture Trustee shall cooperate in all respects with any reasonable request by the Credit Enhancer for action to preserve or enforce the Credit Enhancer's rights or interest under this Indenture or the Insurance Agreement Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the Indenture, including, without limitation, upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actions: (i) institute Proceedings for the collection of all amounts then payable on the Notes, or under this Indenture in respect to the Notes and all amounts payable under the Insurance Agreement and to enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales (as defined in Section 5.15 hereof) called and conducted in any manner permitted by law; ; (iii) file or record all Assignments assignments that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer hereunder.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to the extent the Credit Enhancer makes payments under the Credit Enhancement Instrument on account of principal of or interest on the NotesNotes or the Certificates, the Credit Enhancer will be fully subrogated to the rights of such Holders to receive such principal and interest from the Issuer, and (ii) the Credit Enhancer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. The Indenture Trustee shall cooperate in all respects with any reasonable request by the Credit Enhancer for action to preserve or enforce the Credit Enhancer's rights or interest under this Indenture or the Insurance Agreement without limiting the rights of the Noteholders as otherwise set forth in the Indenture, including, without limitation, upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actions: (i) institute Proceedings for the collection of all amounts then payable on the Notes, or under this Indenture in respect to the Notes and all amounts payable under the Insurance Agreement enforce any judgment obtained and collect from the Issuer monies moneys adjudged due; (ii) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales called and conducted in any manner permitted by law; (iii) file or record all Assignments that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer hereunder.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge and each Group I Noteholder by the acceptance of its Note agrees that (i) to the extent the Credit Enhancer makes payments under the Credit Enhancement Instrument Policy on account of principal of or interest on the Group I Notes, the Credit Enhancer will be fully subrogated to the rights of such Holders the Group I Noteholders to receive such principal and interest from the Issuerinterest, and (ii) the Credit Enhancer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. The Indenture Trustee shall cooperate in all respects with any reasonable request by the Credit Enhancer for action to preserve or enforce the Credit Enhancer's ’s rights or interest under this Indenture or the Insurance Agreement Agreement, consistent with this Indenture and without limiting the rights of the Group I Noteholders as otherwise set forth in the Indenture, including, without limitation, including upon the occurrence and continuance of a default under the Insurance Agreement, a request (which request shall be in writing) to take or cause to be taken any one or more of the following actions:actions (subject to Article VI hereof): (i) institute Proceedings for the collection of all amounts then payable on the Notes, Notes or under this Indenture in respect to the Group I Notes and all amounts payable under the Insurance Agreement to enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the portion of the Trust Estate attributable to Group I or any portion thereof or rights or interest therein, at one or more public or private Sales (as defined in Section 5.15 hereof) called and conducted in any manner permitted by law; (iii) file or record all Assignments assignments that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code UCC and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer hereunder. Following the payment in full of the Group I Notes, the Enhancer shall continue to have all rights and privileges provided to it under this Section and in all other provisions of this Indenture, until all amounts owing to the Enhancer have been paid in full and all obligations of the Enhancer under the Policy have terminated. Thereafter, all rights of the Enhancer under this Agreement shall terminate in their entirety.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to the extent the Credit Enhancer Insurer makes payments under the Credit Enhancement Instrument Note Guaranty Insurance Policy on account of principal of or interest on the NotesHome Equity Loans, the Credit Enhancer Insurer will be fully subrogated to the rights of such Holders the Noteholders to receive such principal of and interest from on the IssuerHome Equity Loans of the related Trust Estate, and (ii) the Credit Enhancer Insurer shall be paid such principal and interest but only from the sources and in the manner provided herein herein, in the Sale and Servicing Agreement, and in the Insurance and Indemnity Agreement for the payment of such principal and interest. The So long as no Insurer Default has occurred and is continuing, the Indenture Trustee shall cooperate in all respects with any reasonable request or direction by the Credit Enhancer Insurer for action to preserve or enforce the Credit EnhancerInsurer's rights or interest under this Indenture or the Insurance Agreement and Indemnity Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the Indenture, including, including without limitation, limitation upon the occurrence and continuance of a default under the Insurance Agreementan Insurer Default, a request to take any one or more of the following actions: (i) institute Proceedings for the collection of all amounts then payable on the Notes, Notes or under this Indenture in respect to the Notes and all amounts payable under the Insurance and Indemnity Agreement and to enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales sales called and conducted in any manner permitted by law; (iii) file or record all Assignments assignments that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code UCC and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer Insurer hereunder. Following the payment in full of the Notes, the Insurer shall continue to have all rights and privileges provided to it under this Section 4.3 and in all other provisions of this Indenture, until all amounts owing to the Insurer have been paid in full.

Subrogation and Cooperation. (a) The Issuer Issuing Entity and the Indenture Trustee acknowledge that (i) to the extent the Credit Enhancer makes payments under the Credit Enhancement Instrument on account of principal of or interest on the Notes, the Credit Enhancer will be fully subrogated to the rights of such Holders to receive such principal and interest from the IssuerIssuing Entity, and (ii) the Credit Enhancer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. The Indenture Trustee shall cooperate in all respects with any reasonable request by the Credit Enhancer for action to preserve or enforce the Credit Enhancer's ’s rights or interest under this Indenture or the Insurance Agreement without limiting the rights of the Noteholders as otherwise set forth in the Indenture, including, without limitation, upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actions: (i) institute Proceedings for the collection of all amounts then payable on the Notes, or under this Indenture in respect to the Notes and all amounts payable under the Insurance Agreement enforce any judgment obtained and collect from the Issuer Issuing Entity monies adjudged due; (ii) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales called and conducted in any manner permitted by law; (iii) file or record all Assignments that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer hereunder.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to To the extent the Credit Enhancer makes payments under the Credit Enhancement Instrument on account of principal of or interest on the NotesNotes under the Policy, the Credit Enhancer will be fully subrogated to the rights of such Holders the Noteholders to receive such that principal and interest from the IssuerMortgage Loans and any other related Collateral, and (ii) the Credit Enhancer shall be paid such that principal and interest interest, but only from the sources and in the manner provided herein in this Indenture and in the Insurance Sale and Servicing Agreement for the payment of such that principal and interest. Any payment of principal or interest on a Class of Notes made with moneys received under the Policy shall not be considered payment of that Class of Notes from the Trust and shall not result in the payment of or the provision for the payment of the principal or interest on that Class of Notes under Section 4.01. The Credit Enhancer shall be paid principal and interest from Mortgage Loans only from the sources and in the manner provided in this Indenture and in the Insurance Agreement. The Indenture Trustee shall cooperate in all respects with any reasonable request or direction by the Credit Enhancer for action to take any of the following actions to preserve or enforce the Credit Enhancer's rights or interest under each of this Indenture or and the Insurance Agreement Sale and Servicing Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the under this Indenture, including, without limitation, including upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actionsCredit Enhancer Default: (i) institute Proceedings for the collection of all amounts then payable on the Notes, Notes or under this Indenture in with respect to the Notes and all amounts payable under the Insurance Agreement and to enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate any part of Collateral or any portion thereof or rights or interest therein, interests in it at one or more public or private Sales sales called and conducted in any manner permitted by law; (iii) file or record all Assignments of Mortgage that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code UCC and take any other appropriate action to protect and enforce the rights and remedies interests of the Credit Enhancer hereunderunder this Indenture. Following the payment in full of the Notes, the Credit Enhancer shall continue to have all the rights given to it under this Section and in all other provisions of this Indenture, until all amounts owing to the Credit Enhancer have been paid in full.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to the extent the Credit Enhancer makes payments under the Credit Enhancement Instrument Policy on account of principal of or interest on the NotesMortgage Loans, the Credit Enhancer will be fully subrogated to the rights of such Holders the Noteholders to receive such principal of and interest from on the IssuerMortgage Loans, and (ii) the Credit Enhancer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. . (b) The Indenture Trustee shall cooperate in all respects with any reasonable request by the Credit Enhancer for action to preserve or enforce the Credit Enhancer's rights or interest under this Indenture or the Insurance Agreement Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the Indenture, including, without limitation, including upon the occurrence and continuance of a default under the Insurance Agreement, a request (which request shall be in writing) to take any one or more of the following actions: (i) institute Proceedings for the collection of all amounts then payable on the Notes, Notes or under this Indenture in respect to the Notes and all amounts payable under the Insurance Agreement and to enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales (as defined in Section 5.15 hereof) called and conducted in any manner permitted by law; (iii) cause the Issuer to file or record all Assignments assignments that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code UCC and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer hereunder. Following the payment in full of the Notes, the Enhancer shall continue to have all rights and privileges provided to it under this Section and in all other provisions of this Indenture, until all amounts owing to the Enhancer have been paid in full.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to the extent the Credit Enhancer Note Insurer makes payments under the Credit Enhancement Instrument Note Insurance Policy on account of principal of or interest on the Notes, the Credit Enhancer Note Insurer will be fully subrogated to the rights of such Holders to receive such principal and interest from the Issuer, and (ii) the Credit Enhancer Note Insurer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. The Indenture Trustee shall cooperate in all respects with any reasonable request by the Credit Enhancer Note Insurer for action to preserve or enforce the Credit Enhancer's Note Insurer’s rights or interest under this Indenture or the Insurance Agreement without limiting the rights of the Noteholders as otherwise set forth in the Indenture, including, without limitation, upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actions: (i) institute Proceedings for the collection of all amounts then payable on the Notes, or under this Indenture in respect to the Notes and all amounts payable under the Insurance Agreement enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales called and conducted in any manner permitted by law; (iii) file or record all Assignments that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer Note Insurer hereunder.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to To the extent the Credit Enhancer makes payments under the Credit Enhancement Instrument on account of principal of or interest on the NotesNotes under the Policy, the Credit Enhancer will be fully subrogated to the rights of such Holders the Noteholders to receive such that principal and interest from the IssuerMortgage Loans and any other Collateral, and (ii) the Credit Enhancer shall be paid such that principal and interest interest, but only from the sources and in the manner provided herein in this Indenture and in the Insurance Sale and Servicing Agreement for the payment of such that principal and interest. Any payment of principal or interest on the Notes made with moneys received under the Policy shall not be considered payment of the Notes from the Trust and shall not result in the payment of or the provision for the payment of the principal or interest on the Notes under Section 4.01. The Credit Enhancer shall be paid principal and interest from Mortgage Loans only from the sources and in the manner provided in this Indenture and in the Insurance Agreement. The Indenture Trustee shall cooperate in all respects with any reasonable request or direction by the Credit Enhancer for action to take any of the following actions to preserve or enforce the Credit Enhancer's rights or interest under this Indenture or the Insurance Agreement Sale and Servicing Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the under this Indenture, including, without limitation, including upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actionsCredit Enhancer Default: (i) institute Proceedings for the collection of all amounts then payable on the Notes, Notes or under this Indenture in with respect to the Notes and all amounts payable under the Insurance Agreement and to enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate any part of Collateral or any portion thereof or rights or interest therein, interests in it at one or more public or private Sales sales called and conducted in any manner permitted by law; (iii) file or record all Assignments of Mortgage that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code UCC and take any other appropriate action to protect and enforce the rights and remedies interests of the Credit Enhancer hereunderunder this Indenture. Following the payment in full of the Notes, the Credit Enhancer shall continue to have all the rights given to it under this Section and in all other provisions of this Indenture, until all amounts owing to the Credit Enhancer have been paid in full.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to To the extent the Credit Enhancer makes payments under the Credit Enhancement Instrument on account of principal of or interest on the NotesInsured Notes under the Policy, the Credit Enhancer will be fully subrogated to the rights of such the Holders of the Insured Notes to receive such that principal and interest from the IssuerMortgage Loans, any other Collateral, and (ii) the Credit Enhancer shall be paid such that principal and interest interest, but only from the sources and in the manner provided herein in this Indenture and the Sale and Servicing Agreement 4.01. The Credit Enhancer shall be paid from the assets of the Trust from the sources and in the manner provided in this Indenture and in the Insurance Agreement for the payment of such principal and interestAgreement. The Indenture Trustee shall cooperate in all respects at the expense of the Trust with any reasonable request or direction by the Credit Enhancer for action to take any of the following actions to preserve or enforce the Credit Enhancer's rights or interest under each of this Indenture or and the Insurance Agreement Sale and Servicing Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the under this Indenture, including, without limitation, including upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actionsCredit Enhancer Default: (i) institute Proceedings for the collection of all amounts then payable on the Notes, Insured Notes or under this Indenture in with respect to the Notes and all amounts payable under the Insurance Agreement and to enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate any part of Collateral or any portion thereof or rights or interest therein, interests in it at one or more public or private Sales sales called and conducted in any manner permitted by law; (iii) file or record all Assignments of Mortgage that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code UCC and take any other appropriate action to protect and enforce the rights and remedies interests of the Credit Enhancer hereunderunder this Indenture. Following the payment in full of the Insured Notes, the Credit Enhancer shall continue to have all the rights given to it under this Section and in all other provisions of this Indenture, until all amounts owing to the Credit Enhancer have been paid in full.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to To the extent the Credit Enhancer makes payments under the Credit Enhancement Instrument on account of principal of or interest on the NotesNotes under the Policy, the Credit Enhancer will be fully subrogated to the rights of such Holders the Noteholders to receive such that principal and interest from the IssuerMortgage Loans of the related Loan Group and any other related Collateral, and (ii) the Credit Enhancer shall be paid such that principal and interest interest, but only from the sources and in the manner provided herein in this Indenture and in the Insurance Sale and Servicing Agreement for the payment of such that principal and interest. Any payment of principal or interest on a Class of Notes made with moneys received under the Policy shall not be considered payment of that Class of Notes from the Trust and shall not result in the payment of or the provision for the payment of the principal or interest on that Class of Notes under Section 4.01. The Indenture Trustee shall cooperate in all respects with any reasonable request or direction by the Credit Enhancer for action to take any of the following actions to preserve or enforce the Credit Enhancer's rights or interest under each of this Indenture or and the Insurance Agreement Sale and Servicing Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the under this Indenture, including, without limitation, including upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actionsCredit Enhancer Default: (i) institute Proceedings for the collection of all amounts then payable on the Notes, Notes or under this Indenture in with respect to the Notes and all amounts payable under the Insurance Agreement and to enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate any part of Collateral or any portion thereof or rights or interest therein, interests in it at one or more public or private Sales sales called and conducted in any manner permitted by law; (iii) file or record all Assignments of Mortgage that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code UCC and take any other appropriate action to protect and enforce the rights and remedies interests of the Credit Enhancer hereunderunder this Indenture. Following the payment in full of the Notes, the Credit Enhancer shall continue to have all the rights given to it under this Section and in all other provisions of this Indenture, until all amounts owing to the Credit Enhancer have been paid in full.

Subrogation and Cooperation. (a) The Issuer Trust and the Indenture Trustee acknowledge that (i) to the extent the Credit Enhancer Note Insurer makes payments under the Credit Enhancement Instrument Note Insurance Policy on account of principal of or interest on the Notes, Mortgage Loans the Credit Enhancer Note Insurer will be fully subrogated to the rights of such Holders the Noteholders to receive such principal of and interest from on the IssuerMortgage Loans of the related Trust Estate, and (ii) the Credit Enhancer Note Insurer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. . (b) The Indenture Trustee shall cooperate in all respects with any reasonable written request or direction by the Credit Enhancer Note Insurer for action to preserve or enforce the Credit EnhancerNote Insurer's rights or interest under this Indenture Indenture, the Sale and Servicing Agreement or the Insurance Agreement Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the Indenture, including, including without limitation, limitation upon the occurrence and continuance of a default under the Insurance AgreementDefault, a request to take any one or more of the following actions: (i) institute Proceedings proceedings for the collection of all amounts then payable on the Notes, Notes or under this Indenture in respect to the Notes and all amounts payable under the Insurance Agreement and to enforce any judgment obtained and collect from the Issuer Trust monies adjudged due; (ii) sell the either Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales sales called and conducted in any manner permitted by law; (iii) file or cause the Sponsor to record all Assignments assignments that have not previously been recorded; (iv) institute Proceedings proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer Note Insurer hereunder. (c) Following the payment in full of the Notes, the Note Insurer shall continue to have all rights and privileges provided to it under this Section 4.03 and in all other provisions of this Indenture, until all amounts owing to the Note Insurer have been paid in full.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to To the extent the Credit Enhancer makes payments under the Credit Enhancement Instrument on account of principal of or interest on the NotesNotes under the Policy, the Credit Enhancer will be fully subrogated to the rights of such Holders the Noteholders to receive such that principal and interest from the IssuerMortgage Loans of the related Loan Group, any other related Collateral, and (ii) any Crossover Amounts and Subordinated Transferor Collections they are entitled to from the other Loan Group and the Credit Enhancer shall be paid such that principal and interest interest, but only from the sources and in the manner provided herein in this Indenture and in the Insurance Sale and Servicing Agreement for the payment of such that principal and interest. 01. The Credit Enhancer shall be paid from the assets of the Trust from the sources and in the manner provided in this Indenture and in the Insurance Agreement. The Indenture Trustee shall cooperate in all respects at the expense of the Trust with any reasonable request or direction by the Credit Enhancer for action to take any of the following actions to preserve or enforce the Credit Enhancer's rights or interest under each of this Indenture or and the Insurance Agreement Sale and Servicing Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the under this Indenture, including, without limitation, including upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actionsCredit Enhancer Default: (i) institute Proceedings for the collection of all amounts then payable on the Notes, Notes or under this Indenture in with respect to the Notes and all amounts payable under the Insurance Agreement and to enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate any part of Collateral or any portion thereof or rights or interest therein, interests in it at one or more public or private Sales sales called and conducted in any manner permitted by law; (iii) file or record all Assignments of Mortgage that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code UCC and take any other appropriate action to protect and enforce the rights and remedies interests of the Credit Enhancer hereunderunder this Indenture. Following the payment in full of the Notes, the Credit Enhancer shall continue to have all the rights given to it under this Section and in all other provisions of this Indenture, until all amounts owing to the Credit Enhancer have been paid in full.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to the extent the Credit Enhancer makes payments under the Credit Enhancement Instrument Policy on account of principal of or interest on the Notes, the Credit Enhancer will be fully subrogated to the rights of such Holders the Noteholders to receive such principal and interest from the Issuerinterest, and (ii) the Credit Enhancer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. The Indenture Trustee shall cooperate in all respects with any reasonable request by the Credit Enhancer for action to preserve or enforce the Credit Enhancer's rights or interest under this Indenture or the Insurance Agreement Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the Indenture, including, without limitation, including upon the occurrence and continuance of a default under the Insurance Agreement, a request (which request shall be in writing) to take any one or more of the following actions: (i) institute Proceedings for the collection of all amounts then payable on the Notes, Notes or under this Indenture in respect to the Notes and all amounts payable under the Insurance Agreement and to enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales (as defined in Section 5.15 hereof) called and conducted in any manner permitted by law; (iii) file or record all Assignments assignments that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code UCC and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer hereunder. Following the payment in full of the Notes, the Enhancer shall continue to have all rights and privileges provided to it under this Section and in all other provisions of this Indenture, until all amounts owing to the Enhancer have been paid in full. The Indenture Trustee shall promptly notify the Enhancer and Fiscal Agent (as defined in the Policy) of any proceeding or the institution of any action, of which an Authorized Officer of the Indenture Trustee has actual knowledge, seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership or similar law (a "Preference Claim") of any distribution made with respect to the Notes. Each Noteholder, by its purchase of such Note, the Servicer and the Indenture Trustee hereby agree that the Enhancer (so long as no Enhancer 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 such 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 Enhancer shall be subrogated to the rights of the Servicer, the Indenture Trustee and each Noteholder in the conduct of any such 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.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to the extent the Credit Enhancer makes payments under the Credit Enhancement Instrument on account of principal of or interest on the NotesNotes or the Certificates, the Credit Enhancer will be fully subrogated to the rights of such Holders to receive such principal and interest from the Issuer, and (ii) the Credit Enhancer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. The Indenture Trustee shall cooperate in all respects with any reasonable request by the Credit Enhancer for action to preserve or enforce the Credit Enhancer's ’s rights or interest under this Indenture or the Insurance Agreement without limiting the rights of the Noteholders as otherwise set forth in the Indenture, including, without limitation, upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actions: (i) institute Proceedings for the collection of all amounts then payable on the Notes, or under this Indenture in respect to the Notes and all amounts payable under the Insurance Agreement enforce any judgment obtained and collect from the Issuer monies moneys adjudged due; (ii) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales called and conducted in any manner permitted by law; (iii) file or record all Assignments that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer hereunder.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to the extent the Credit Enhancer makes payments under the Credit Enhancement Instrument on account of principal of or interest on the NotesInstrument, the Credit Enhancer will be fully subrogated to the rights of such Holders the Noteholders to receive such principal and interest from the IssuerOwner Trust Estate, and (ii) the Credit Enhancer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. The Indenture Trustee shall cooperate in all respects with any reasonable request by the Credit Enhancer for action to preserve or enforce the Credit Enhancer's rights or interest under this Indenture or the Insurance Agreement Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the Indenture, including, without limitation, upon the occurrence and continuance of a default under the Insurance Agreement, a request (which request shall be in writing) to take any one or more of the following actions: (i) institute Proceedings for the collection of all amounts then payable on the Notes, Notes or under this Indenture in respect to the Notes and all amounts payable under the Insurance Agreement and to enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales (as defined in Section 5.15 hereof) called and conducted in any manner permitted by law; (iii) file or record all Assignments assignments that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer hereunder. Following the payment in full of the Notes, the Credit Enhancer shall continue to have all rights and privileges provided to it under this Section and in all other provisions of this Indenture, until all amounts owing to the Credit Enhancer hereunder and under the Insurance Agreement have been paid in full.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to the extent the Credit Enhancer makes payments under the Credit Enhancement Instrument Policy on account of principal of or interest on the NotesGroup II Loans, the Credit Enhancer will be fully subrogated to the rights of such Holders the Class II Noteholders to receive such principal and interest from the Issuer, Group II Loans and (ii) the Credit Enhancer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. The Indenture Trustee shall cooperate in all respects with any reasonable request by the Credit Enhancer for action to preserve or enforce the Credit Enhancer's rights or interest under this Indenture or the Insurance Agreement Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the Indenture, including, without limitation, upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actions: (i) institute Proceedings for the collection of all amounts then payable on the Notes, Class II Notes or under this Indenture in respect to the Class II Notes and all amounts payable under the Insurance Agreement and to enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales (as defined in Section 5.15 hereof) called and conducted in any manner permitted by law; (iii) file or record all Assignments assignments that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer hereunder. Following the payment in full of the Class II Notes, the Credit Enhancer shall continue to have all rights and privileges provided to it under this Section and in all other provisions of this Indenture, until all amounts owing to the Credit Enhancer have been paid in full.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to To the extent the Credit Enhancer makes payments under the Credit Enhancement Instrument on account of principal of or interest on the NotesNotes under the Policy, the Credit Enhancer will be fully subrogated to the rights of such Holders the Noteholders to receive such that principal and interest from the IssuerMortgage Loans and any other Collateral, and (ii) the Credit Enhancer shall be paid such that principal and interest interest, but only from the sources and in the manner provided herein in this Indenture and in the Insurance Sale and Servicing Agreement for the payment of such that principal and interest. Any payment of principal or interest on the Notes made with moneys received under the Policy shall not be considered payment of the Notes from the Trust and shall not result in the payment of or the provision for the payment of the principal or interest on the Notes under Section 4. 01. The Credit Enhancer shall be paid principal and interest from Mortgage Loans only from the sources and in the manner provided in this Indenture and in the Insurance Agreement. The Indenture Trustee shall cooperate in all respects with any reasonable request or direction by the Credit Enhancer for action to take any of the following actions to preserve or enforce the Credit Enhancer's rights or interest under this Indenture or the Insurance Agreement Sale and Servicing Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the under this Indenture, including, without limitation, including upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actionsCredit Enhancer Default: (i) institute Proceedings for the collection of all amounts then payable on the Notes, Notes or under this Indenture in with respect to the Notes and all amounts payable under the Insurance Agreement and to enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate any part of Collateral or any portion thereof or rights or interest therein, interests in it at one or more public or private Sales sales called and conducted in any manner permitted by law; (iii) file or record all Assignments of Mortgage that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code UCC and take any other appropriate action to protect and enforce the rights and remedies interests of the Credit Enhancer hereunderunder this Indenture. Following the payment in full of the Notes, the Credit Enhancer shall continue to have all the rights given to it under this Section and in all other provisions of this Indenture, until all amounts owing to the Credit Enhancer have been paid in full.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to the extent the Credit Enhancer makes payments under the Credit Enhancement Instrument Policy on account of principal of or interest on the NotesMortgage Loans, the Credit Enhancer will be fully subrogated to the rights of such Holders the Noteholders to receive such principal of and interest from on the IssuerMortgage Loans, and (ii) the Credit Enhancer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. The Indenture Trustee shall cooperate in all respects with any reasonable request by the Credit Enhancer for action to preserve or enforce the Credit Enhancer's rights or interest under this Indenture or the Insurance Agreement Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the Indenture, including, without limitation, including upon the occurrence and continuance of a default under the Insurance Agreement, a request (which request shall be in writing) to take any one or more of the following actions: (i) institute Proceedings for the collection of all amounts then payable on the Notes, Notes or under this Indenture in respect to the Notes and all amounts payable under the Insurance Agreement and to enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales (as defined in Section 5.15 hereof) called and conducted in any manner permitted by law; (iii) file or record all Assignments assignments that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code UCC and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer hereunder. Following the payment in full of the Notes, the Credit Enhancer shall continue to have all rights and privileges provided to it under this Section and in all other provisions of this Indenture, until all amounts owing to the Credit Enhancer have been paid in full.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to To the extent the Credit Enhancer makes payments under the Credit Enhancement Instrument on account of principal of or interest on the NotesNotes under the Policy, the Credit Enhancer will be fully subrogated to the rights of such Holders the Noteholders to receive such that principal and interest from the IssuerMortgage Loans and any other Collateral, and (ii) the Credit Enhancer shall be paid such that principal and interest interest, but only from the sources and in the manner provided herein in this Indenture and in the Insurance Sale and Servicing Agreement for the payment of such that principal and interest. Any payment of principal or interest on the Notes made with moneys received under the Policy shall not be considered payment of the Notes from the Trust and shall not result in the payment of or the provision for the payment of the principal or interest on the Notes under Section 4.01. The Credit Enhancer shall be paid principal and interest from Mortgage Loans only from the sources and in the manner provided in this Indenture and in the Insurance Agreement. The Indenture Trustee shall cooperate in all respects with any reasonable request or direction by the Credit Enhancer for action to take any of the following actions to preserve or enforce the Credit Enhancer's rights or interest under this Indenture or the Insurance Agreement Sale and Servicing Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the under this Indenture, including, without limitation, including upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actionsCredit Enhancer Default: (i) institute Proceedings for the collection of all amounts then payable on the Notes, Notes or under this Indenture in with respect to the Notes and all amounts payable under the Insurance Agreement and to enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate any part of Collateral or any portion thereof or rights or interest therein, interests in it at one or more public or private Sales sales called and conducted in any manner permitted by law; (iii) file or record all Assignments of Mortgage that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code UCC and take any other appropriate action to protect and enforce the rights and remedies interests of the Credit Enhancer hereunderunder this Indenture. Following the payment in full of the Notes, the Credit Enhancer shall continue to have all the rights given to it under this Section and in all other provisions of this Indenture, until all amounts owing to the Credit Enhancer have been paid in full.]

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to the extent the Credit Enhancer makes payments under the Credit Enhancement Instrument on account of principal of or interest on the NotesNotes or the Certificates, the Credit Enhancer will be fully subrogated to the rights of such Holders to receive such principal and interest from the Issuer, and (ii) the Credit Enhancer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. The Indenture Trustee shall cooperate in all respects with any reasonable request by the Credit Enhancer for action to preserve or enforce the Credit Enhancer's rights or interest under this Indenture or the Insurance Agreement without limiting the rights of the Noteholders as otherwise set forth in the Indenture, including, without limitation, upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actions: (i) institute Proceedings for the collection of all amounts then payable on the Notes, or under this Indenture in respect to the Notes and all amounts payable under the Insurance Agreement enforce any judgment obtained and collect from the Issuer monies moneys adjudged due; (ii) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales called and conducted in any manner permitted by law; (iii) file or record all Assignments that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer hereunder.

Subrogation and Cooperation. (a) The Issuer Trust and the Indenture Trustee acknowledge that (i) to the extent the Credit Enhancer Note Insurer makes payments under the Credit Enhancement Instrument Note Insurance Policy on account of principal of or interest on the Notes, Notes the Credit Enhancer Note Insurer will be fully subrogated to the rights of such Holders the Noteholders to receive such principal of and interest from on the IssuerNotes, and (ii) the Credit Enhancer Note Insurer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. . (b) The Indenture Trustee shall cooperate in all respects with any reasonable written request or direction by the Credit Enhancer Note Insurer for action to preserve or enforce the Credit EnhancerNote Insurer's rights or interest under this Indenture Indenture, the Sale and Servicing Agreement or the Insurance Agreement Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the Indenture, including, including without limitation, limitation upon the occurrence and continuance of a default under the Insurance AgreementDefault, a request to take any one or more of the following actions: (i) institute Proceedings proceedings for the collection of all amounts then payable on the Notes, Notes or under this Indenture in respect to the Notes and all amounts payable under the Insurance Agreement and to enforce any judgment obtained and collect from the Issuer Trust monies adjudged due; (ii) sell the any Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales sales called and conducted in any manner permitted by law; (iii) file or cause the Sponsor to record all Assignments assignments that have not previously been recorded; (iv) institute Proceedings proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer Note Insurer hereunder. (c) Following the payment in full of the Notes, the Note Insurer shall continue to have all rights and privileges provided to it under this Section 4.03 and in all other provisions of this Indenture, until all amounts owing to the Note Insurer have been paid in full.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to To the extent the Credit Enhancer makes payments under the Credit Enhancement Instrument on account of principal of or interest on the NotesNotes under the Policy, the Credit Enhancer will be fully subrogated to the rights of such Holders the Noteholders to receive such that principal and interest from the IssuerMortgage Loans and any other Collateral, and (ii) the Credit Enhancer shall be paid such that principal and interest interest, but only from the sources and in the manner provided herein in this Indenture and in the Insurance Sale and Servicing Agreement for the payment of such that principal and interest. Any payment of principal or interest on the Notes made with moneys received under the Policy shall not be considered 4.01. The Credit Enhancer shall be paid principal and interest from Mortgage Loans only from the sources and in the manner provided in this Indenture and in the Insurance Agreement. The Indenture Trustee shall cooperate in all respects with any reasonable request or direction by the Credit Enhancer for action to take any of the following actions to preserve or enforce the Credit Enhancer's rights or interest under this Indenture or the Insurance Agreement Sale and Servicing Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the under this Indenture, including, without limitation, including upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actionsCredit Enhancer Default: (i) institute Proceedings for the collection of all amounts then payable on the Notes, Notes or under this Indenture in with respect to the Notes and all amounts payable under the Insurance Agreement and to enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate any part of Collateral or any portion thereof or rights or interest therein, interests in it at one or more public or private Sales sales called and conducted in any manner permitted by law; (iii) file or record all Assignments of Mortgage that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code UCC and take any other appropriate action to protect and enforce the rights and remedies interests of the Credit Enhancer hereunderunder this Indenture. Following the payment in full of the Notes, the Credit Enhancer shall continue to have all the rights given to it under this Section and in all other provisions of this Indenture, until all amounts owing to the Credit Enhancer have been paid in full.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to the extent the Credit Enhancer Insurer makes payments under the Credit Enhancement Instrument Insurance Policy on account of principal of or interest on the Class II-A Notes, the Credit Enhancer Insurer will be fully subrogated to the rights of such Holders to receive such principal and interest from the Issuer, and (ii) the Credit Enhancer Insurer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. . (b) The Indenture Trustee shall shall, so long as it is indemnified to its satisfaction, cooperate in all respects with any reasonable written request by the Credit Enhancer Insurer (unless a Insurer Default exists) for action to preserve or enforce the Credit Enhancer's Insurer’s rights or interest under this Indenture or the Insurance Agreement Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the Indenture, including, without limitation, upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actions: (i) institute Proceedings for the collection of all amounts then payable on the Class II-A Notes, or under this Indenture in respect to of the Class II-A Notes and all amounts payable under the Insurance Agreement Agreement, enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell or cause to be sold the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales (as defined in Section 5.15 (a) hereof) called and conducted in any manner permitted by law; (iii) file or record all Assignments that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (viv) exercise any remedies of a secured party under the Uniform Commercial Code UCC and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer Insurer hereunder; provided, however, action shall be taken pursuant to this Section 4.12 by the Indenture Trustee to preserve the Insurer’s rights or interest under this Agreement or the Insurance Agreement only to the extent such action is available to the Class II-A Noteholders or the Insurer under other provisions of this Indenture. Notwithstanding any provision of this Indenture to the contrary, so long as no Insurer Default exists, the Insurer shall at all times be treated as if it were the exclusive owner of all Class II-A Notes Outstanding for the purposes of all approvals, consents, waivers and the institution of any action and the written direction of all remedies, and the Indenture Trustee shall act in accordance with the written directions of the Insurer so long as it is indemnified therefor to its reasonable satisfaction.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to the extent the Credit Enhancer makes payments under the Credit Enhancement Instrument Policy on account of principal of or interest on the NotesMortgage Loans, the Credit Enhancer will be fully subrogated to the rights of such Holders the Noteholders to receive such principal of and interest from on the IssuerMortgage Loans, and (ii) the Credit Enhancer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. The Indenture Trustee shall cooperate in all respects with any reasonable request by the Credit Enhancer for action to preserve or enforce the Credit Enhancer's rights or interest under this Indenture or the Insurance Agreement Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the Indenture, including, without limitation, including upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actions: (i) institute Proceedings for the collection of all amounts then payable on the Notes, Notes or under this Indenture in respect to the Notes and all amounts payable under the Insurance Agreement and to enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales (as defined in Section 5.15 hereof) called and conducted in any manner permitted by law; (iii) file or record all Assignments assignments that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code UCC and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer hereunder. Following the payment in full of the Notes, the Enhancer shall continue to have all rights and privileges provided to it under this Section and in all other provisions of this Indenture, until all amounts owing to the Enhancer have been paid in full.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to the extent the Credit Enhancer Insurer makes payments under the Credit Enhancement Instrument Policy on account of principal of or interest on the NotesClass A-1 Notes and Class G Certificates, as applicable, the Credit Enhancer Insurer will be fully subrogated to the rights of such Holders to receive such principal and interest from the Issuer, and (ii) the Credit Enhancer Insurer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. . (b) The Indenture Trustee shall shall, so long as it is indemnified to its satisfaction, cooperate in all respects with any reasonable written request by the Credit Enhancer Insurer (unless a Insurer Default exists) for action to preserve or enforce the Credit Enhancer's Insurer’s rights or interest under this Indenture or the Insurance Agreement Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the Indenture, including, without limitation, upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actions: (i) institute Proceedings for the collection of all amounts then payable on the NotesClass A-1 Notes or Class G Certificates, as applicable, or under this Indenture in respect to of the Notes Class A-1 Notes, or under the Trust Agreement in respect of the Class G Certificates and all amounts payable under the Insurance Agreement Agreement, enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell or cause to be sold the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales called and conducted in any manner permitted by law; (iii) file or record all Assignments that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (viv) exercise any remedies of a secured party under the Uniform Commercial Code UCC and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer Insurer hereunder; provided, however, action shall be taken pursuant to this Section 4.14 by the Indenture Trustee to preserve the Insurer’s rights or interest under this Agreement or the Insurance Agreement only to the extent such action is available to the Class A-1 Noteholders or the Insurer under other provisions of this Indenture or the Holders of the Class G Certificates under the Trust Agreement. Notwithstanding any provision of this Indenture to the contrary, so long as no Insurer Default exists, the Insurer shall at all times be treated as if it were the exclusive owner of all Class A-1 Notes and Class G Certificates, as applicable, Outstanding for the purposes of all approvals, consents, waivers and the institution of any action and the written direction of all remedies, and the Indenture Trustee shall act in accordance with the written directions of the Insurer.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to To the extent the Credit Enhancer makes payments under the Credit Enhancement Instrument on account of principal of or interest on the NotesNotes under the Policy, the Credit Enhancer will be fully subrogated to the rights of such Holders the Noteholders to receive such that principal and interest from the IssuerMortgage Loans and any other Collateral, and (ii) the Credit Enhancer shall be paid such that principal and interest interest, but only from the sources and in the manner provided herein in this Indenture and in the Insurance Sale and Servicing Agreement for the payment of such that principal and interest. Any payment of principal or interest on the Notes made with moneys received under the Policy shall not be considered payment of the Notes from the Trust and shall not result in the payment of or the provision for the payment of the principal or interest on the Notes under Section 4. 01. The Credit Enhancer shall be paid principal and interest from Mortgage Loans only from the sources and in the manner provided in this Indenture and in the Insurance Agreement. The Indenture Trustee shall cooperate in all respects with any reasonable request or direction by the Credit Enhancer for action to take any of the following actions to preserve or enforce the Credit Enhancer's rights or interest under this Indenture or the Insurance Agreement Sale and Servicing Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the under this Indenture, including, without limitation, including upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actions: Credit Enhancer Default: (i) institute Proceedings for the collection of all amounts then payable on the Notes, Notes or under this Indenture in with respect to the Notes and all amounts payable under the Insurance Agreement and to enforce any judgment obtained and collect from the Issuer monies adjudged due; ; (ii) sell the Trust Estate any part of Collateral or any portion thereof or rights or interest therein, interests in it at one or more public or private Sales sales called and conducted in any manner permitted by law; ; (iii) file or record all Assignments of Mortgage that have not previously been recorded; ; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and and (v) exercise any remedies of a secured party under the Uniform Commercial Code UCC and take any other appropriate action to protect and enforce the rights and remedies interests of the Credit Enhancer hereunderunder this Indenture. Following the payment in full of the Notes, the Credit Enhancer shall continue to have all the rights given to it under this Section and in all other provisions of this Indenture, until all amounts owing to the Credit Enhancer have been paid in full.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge and each Group I Noteholder by the acceptance of its Note agrees that (i) to the extent the Credit Enhancer makes payments under the Credit Enhancement Instrument Policy on account of principal of or interest on the Group I Notes, the Credit Enhancer will be fully subrogated to the rights of such Holders the Group I Noteholders to receive such principal and interest from the Issuerinterest, and (ii) the Credit Enhancer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. The Indenture Trustee shall cooperate in all respects with any reasonable request by the Credit Enhancer for action to preserve or enforce the Credit Enhancer's rights or interest under this Indenture or the Insurance Agreement Agreement, consistent with this Indenture and without limiting the rights of the Group I Noteholders as otherwise set forth in the Indenture, including, without limitation, including upon the occurrence and continuance of a default under the Insurance Agreement, a request (which request shall be in writing) to take or cause to be taken any one or more of the following actions:actions (subject to Article VI hereof): (i) institute Proceedings for the collection of all amounts then payable on the Notes, Notes or under this Indenture in respect to the Group I Notes and all amounts payable under the Insurance Agreement to enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the portion of the Trust Estate attributable to Group I or any portion thereof or rights or interest therein, at one or more public or private Sales (as defined in Section 5.15 hereof) called and conducted in any manner permitted by law; (iii) file or record all Assignments assignments that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code UCC and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer hereunder. Following the payment in full of the Group I Notes, the Enhancer shall continue to have all rights and privileges provided to it under this Section and in all other provisions of this Indenture, until all amounts owing to the Enhancer have been paid in full and all obligations of the Enhancer under the Policy have terminated. Thereafter, all rights of the Enhancer under this Agreement shall terminate in their entirety.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) (a) to the extent the Credit Enhancer makes payments under the Credit Enhancement Instrument Group I Policy on account of principal of or interest on the NotesGroup I Loans, the Credit Enhancer will be fully subrogated to the rights of such Holders the Class I Noteholders to receive such principal and interest from the IssuerGroup I Loans and (b) to the extent the Credit Enhancer makes payments under the Group II Policy on account of principal of or interest on the Group II Loans, the Credit Enhancer will be fully subrogated to the rights of the Class II Noteholders to receive such principal and interest from the Group II Loans and (ii) the Credit Enhancer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. The Indenture Trustee shall cooperate in all respects with any reasonable request by the Credit Enhancer for action to preserve or enforce the Credit Enhancer's rights or interest under this Indenture or the Insurance Agreement Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the Indenture, including, without limitation, upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actions: (i) institute Proceedings for the collection of all amounts then payable on the Notes, Notes or under this Indenture in respect to the Notes and all amounts payable under the Insurance Agreement and to enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales (as defined in Section 5.15 hereof) called and conducted in any manner permitted by law; (iii) file or record all Assignments assignments that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer hereunder. Following the payment in full of the Notes, the Credit Enhancer shall continue to have all rights and privileges provided to it under this Section and in all other provisions of this Indenture, until all amounts owing to the Credit Enhancer have been paid in full.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to To the extent the Credit Enhancer makes payments under the Credit Enhancement Instrument on account of principal of or interest on the NotesNotes under the Policy, the Credit Enhancer will be fully subrogated to the rights of such Holders the Noteholders to receive such that principal and interest from the IssuerMortgage Loans of the related Loan Group, any other related Collateral, and (ii) any Crossover Amounts and Subordinated Transferor Collections they are entitled to from the other Loan Group and the Credit Enhancer shall be paid such that principal and interest interest, but only from the sources and in the manner provided herein in this Indenture and in the Insurance Sale and Servicing Agreement for the payment of such that principal and interest. Any payment of principal or interest on a Class of Notes made with moneys received under the Policy shall not be considered payment of that Class of Notes from the Trust and shall not result in the payment of or the provision for the payment of the principal or interest on that Class of Notes under Section 4.01. The Credit Enhancer shall be paid form the assets of the Trust from the sources and in the manner provided in this Indenture and in the Insurance Agreement. The Indenture Trustee shall cooperate in all respects at the expense of the Trust with any reasonable request or direction by the Credit Enhancer for action to take any of the following actions to preserve or enforce the Credit Enhancer's rights or interest under each of this Indenture or and the Insurance Agreement Sale and Servicing Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the under this Indenture, including, without limitation, including upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actionsCredit Enhancer Default: (i) institute Proceedings for the collection of all amounts then payable on the Notes, Notes or under this Indenture in with respect to the Notes and all amounts payable under the Insurance Agreement and to enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate any part of Collateral or any portion thereof or rights or interest therein, interests in it at one or more public or private Sales sales called and conducted in any manner permitted by law; (iii) file or record all Assignments of Mortgage that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code UCC and take any other appropriate action to protect and enforce the rights and remedies interests of the Credit Enhancer hereunderunder this Indenture. Following the payment in full of the Notes, the Credit Enhancer shall continue to have all the rights given to it under this Section and in all other provisions of this Indenture, until all amounts owing to the Credit Enhancer have been paid in full.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to the extent the Credit Enhancer Note Insurer makes payments under the Credit Enhancement Instrument Note Insurance Policy on account of principal of or interest on the Notes, the Credit Enhancer Note Insurer will be fully subrogated to the rights of such Holders to receive such principal and interest from the Issuer, and (ii) the Credit Enhancer Note Insurer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. The Indenture Trustee shall cooperate in all respects with any reasonable request by the Credit Enhancer Note Insurer for action to preserve or enforce the Credit EnhancerNote Insurer's rights or interest under this Indenture or the Insurance Agreement Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the Indenture, including, without limitation, upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actions: (i) institute Proceedings for the collection of all amounts then payable on the Notes, or under this Indenture in respect to the Notes and all amounts payable under the Insurance Agreement Agreement, enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales called and conducted in any manner permitted by law; (iii) file or record all Assignments that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code UCC and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer Note Insurer hereunder; provided, however, action shall be taken pursuant to this Section 4.12 by the Indenture Trustee to preserve the Note Insurer's rights or interest under this Agreement or the Insurance Agreement only to the extent such action is available to the Noteholders or the Note Insurer under other provisions of this Indenture. Notwithstanding any provision of this Indenture to the contrary, so long as no Note Insurer Default exists, the Note Insurer shall at all times be treated as if it were the exclusive owner of all Notes Outstanding for the purposes of all approvals, consents, waivers and the institution of any action and the direction of all remedies, and the Indenture Trustee shall act in accordance with the directions of the Note Insurer so long as it is indemnified therefor to its reasonable satisfaction.]

Subrogation and Cooperation. (a) The Issuer and the Indenture --------------------------- Trustee acknowledge that (i) to the extent the Credit Enhancer Bond Insurer makes payments under the Credit Enhancement Instrument Bond Insurance Policy on account of principal of or interest on the NotesClass 1-A, Class 2-A-1 and Class 2-A-2 Bonds, the Credit Enhancer Bond Insurer will be fully subrogated to the rights of such Holders to receive such principal and interest from the Issuer, and (ii) the Credit Enhancer Bond Insurer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. The Indenture Trustee shall shall, so long as it is indemnified to its satisfaction, cooperate in all respects with any reasonable written request by the Credit Enhancer Bond Insurer (unless a Bond Insurer Default exists) for action to preserve or enforce the Credit EnhancerBond Insurer's rights or interest under this Indenture or the Insurance Agreement Agreement, consistent with this Indenture and without limiting the rights of the Noteholders Bondholders as otherwise set forth in the Indenture, including, without limitation, upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actions: (i) institute Proceedings for the collection of all amounts then payable on the NotesClass 1-A, Class 2-A-1 and Class 2-A-2 Bonds, or under this Indenture in respect to of the Notes Class 1-A, Class 2-A-1 and Class 2-A-2 Bonds and all amounts payable under the Insurance Agreement Agreement, enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell or cause to be sold the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales (as defined in Section 5.15 (a) hereof) called and conducted in any manner permitted by law; (iii) file or record all Assignments that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (viv) exercise any remedies of a secured party under the Uniform Commercial Code UCC and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer Bond Insurer hereunder; provided, however, action shall be taken pursuant to this Section 4.12 by the Indenture Trustee to preserve the Bond Insurer's rights or interest under this Agreement or the Insurance Agreement only to the extent such action is available to the Class 1-A, Class 2-A-1 and Class 2-A-2 Bondholders or the Bond Insurer under other provisions of this Indenture. Notwithstanding any provision of this Indenture to the contrary, so long as no Bond Insurer Default exists, the Bond Insurer shall at all times be treated as if it were the exclusive owner of all Class 1-A, Class 2-A-1 and Class 2-A-2 Bonds Outstanding for the purposes of all approvals, consents, waivers and the institution of any action and the written direction of all remedies, and the Indenture Trustee shall act in accordance with the written directions of the Bond Insurer so long as it is indemnified therefor to its reasonable satisfaction.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to the extent the Credit Enhancer Insurer makes payments under the Credit Enhancement Instrument an Insurance Policy on account of principal of or interest on the NotesHome Equity Loans, the Credit Enhancer Insurer will be fully subrogated to the rights of such Holders the Noteholders to receive such principal of and interest from on the IssuerHome Equity Loans of the related Trust Estate, and (ii) the Credit Enhancer Insurer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. The Indenture Trustee shall cooperate in all respects with any reasonable request or direction by the Credit Enhancer Insurer for action to preserve or enforce the Credit EnhancerInsurer's rights or interest under this Indenture or the Insurance Agreement Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the Indenture, including, including without limitation, limitation upon the occurrence and continuance of a default under the Insurance Agreementan Insurer Default, a request to take any one or more of the following actions: (i) institute Proceedings for the collection of all amounts then payable on the Notes, Notes or under this Indenture in respect to the Notes and all amounts payable under the Insurance Agreement and to enforce any judgment obtained and collect from the Issuer monies adjudged due; ; (ii) sell the any Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales sales called and conducted in any manner permitted by law; ; (iii) file or record all Assignments assignments that have not previously been recorded; ; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and and (v) exercise any remedies of a secured party under the Uniform Commercial Code UCC and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer Insurer hereunder. Following the payment in full of the Notes, the Insurer shall continue to have all rights and privileges provided to it under this Section 4.3 and in all other provisions of this Indenture, until all amounts owing to the Insurer have been paid in full.

Subrogation and Cooperation. (a) The Issuer and the Indenture ---------------------------- Trustee acknowledge that (i) to the extent the Credit Enhancer Note Insurer makes payments under the Credit Enhancement Instrument Note Insurance Policy on account of principal of or interest on the Notes, or under the Credit Enhancer Swap Insurance Policy on account of amounts due the Swap Counterparty, the Note Insurer will be fully subrogated to the rights of such Holders or the Swap Counterparty, as applicable, to receive such principal and interest or amounts otherwise due the Swap Counterparty from the Issuer, and (ii) the Credit Enhancer Note Insurer shall be paid such principal and interest and such other amounts but only from the sources and in the manner provided herein and in the Sale and Servicing Agreement and the Insurance Agreement for the payment of such principal and interest. The Indenture Trustee shall cooperate in all respects with any reasonable request by the Credit Enhancer Note Insurer for action to preserve or enforce the Credit EnhancerNote Insurer's rights or interest under this Indenture Indenture, the Sale and Servicing Agreement or the Insurance Agreement without limiting the rights of the Noteholders as otherwise set forth in the Indenture, including, without limitation, upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actions: (i) institute Proceedings for the collection of all amounts then payable on the Notes, or under this Indenture in respect to the Notes and all amounts payable under the Insurance Agreement and to enforce any judgment obtained and collect from the Issuer monies moneys adjudged due; (ii) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales (as defined in Section 5.15 hereof) called and conducted in any manner permitted by law; (iii) file or record all Assignments of Mortgages that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code UCC and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer Note Insurer hereunder.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to To the extent the Credit Enhancer makes payments under the Credit Enhancement Instrument on account of principal of or interest on the NotesNotes under the Policy, the Credit Enhancer will be fully subrogated to the rights of such Holders the Noteholders to receive such that principal and interest from the IssuerMortgage Loans and any other Collateral, and (ii) the Credit Enhancer shall be paid such that principal and interest interest, but only from the sources and in the manner provided herein in this Indenture and in the Insurance Sale and Servicing Agreement for the payment of such that principal and interest. Any payment of principal or interest on the Notes made with moneys received under the Policy shall not be considered payment of the Notes from the Trust and shall not result in the payment of or the provision for the payment of the principal or interest on the Notes under Section 4.01. The Credit Enhancer shall be paid principal and interest from Mortgage Loans only from the sources and in the manner provided in this Indenture and in the Insurance Agreement. The Indenture Trustee shall cooperate in all respects with any reasonable request or direction by the Credit Enhancer for action to take any of the following actions to preserve or enforce the Credit Enhancer's rights or interest under each of this Indenture or and the Insurance Agreement Sale and Servicing Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the under this Indenture, including, without limitation, including upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actionsCredit Enhancer Default: (i) institute Proceedings for the collection of all amounts then payable on the Notes, Notes or under this Indenture in with respect to the Notes and all amounts payable under the Insurance Agreement and to enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate any part of Collateral or any portion thereof or rights or interest therein, interests in it at one or more public or private Sales sales called and conducted in any manner permitted by law; (iii) file or record all Assignments of Mortgage that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code UCC and take any other appropriate action to protect and enforce the rights and remedies interests of the Credit Enhancer hereunderunder this Indenture. Following the payment in full of the Notes, the Credit Enhancer shall continue to have all the rights given to it under this Section and in all other provisions of this Indenture, until all amounts owing to the Credit Enhancer have been paid in full.

Subrogation and Cooperation. (a) The Issuer Trust and the Indenture Trustee acknowledge that (i) to the extent the Credit Enhancer Note Insurer makes payments under the Credit Enhancement Instrument Note Insurance Policy on account of principal of or interest on the NotesMortgage Loans, the Credit Enhancer Note Insurer will be fully subrogated to the rights of such Holders the Noteholders to receive such principal of and interest from on the IssuerMortgage Loans of the related Trust Estate, and (ii) the Credit Enhancer Note Insurer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. . (b) The Indenture Trustee shall cooperate in all respects with any reasonable request or direction by the Credit Enhancer Note Insurer for action to preserve or enforce the Credit EnhancerNote Insurer's rights or interest under this Indenture or the Insurance Agreement Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the Indenture, including, including without limitation, limitation upon the occurrence and continuance of a default under the Insurance AgreementDefault, a request to take any one or more of the following actions: (i) institute Proceedings proceedings for the collection of all amounts then payable on the Notes, Notes or under this Indenture in respect to the Notes and all amounts payable under the Insurance Agreement and to enforce any judgment obtained and collect from the Issuer Trust monies adjudged due; (ii) sell the either Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales sales called and conducted in any manner permitted by law; (iii) file or cause the Sponsor to record all Assignments assignments that have not previously been recorded; (iv) institute Proceedings proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer Note Insurer hereunder. (c) Following the payment in full of the Notes, the Note Insurer shall continue to have all rights and privileges provided to it under this Section 4.03 and in all other provisions of this Indenture, until all amounts owing to the Note Insurer have been paid in full.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to the extent the Credit Enhancer makes payments under the Credit Enhancement Instrument Policy on account of principal of or interest on the NotesHome Equity Loans, the Credit Enhancer will be fully subrogated to the rights of such Holders the Noteholders to receive such principal and interest from the Issuer, Home Equity Loans and (iiiii) the Credit Enhancer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. The Indenture Trustee shall cooperate in all respects with any reasonable request by the Credit Enhancer for action to preserve or enforce the Credit Enhancer's rights or interest under this Indenture or the Insurance Agreement Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the Indenture, including, without limitation, upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actions: (i) institute Proceedings for the collection of all amounts then payable on the Notes, Notes or under this Indenture in respect to the Notes and all amounts payable under the Insurance Agreement and to enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales (as defined in Section 5.15 hereof) called and conducted in any manner permitted by law; (iii) file or record all Assignments assignments that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer hereunder. Following the payment in full of the Notes, the Credit Enhancer shall continue to have all rights and privileges provided to it under this Section and in all other provisions of this Indenture, until all amounts owing to the Credit Enhancer have been paid in full.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to the extent the Credit Enhancer makes payments under the Credit Enhancement Instrument on account of principal of or interest on the Notes, the Credit Enhancer will be fully subrogated to the rights of such Holders to receive such principal and interest from the Issuer, and (ii) the Credit Enhancer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. The Indenture Trustee shall cooperate in all respects with any reasonable request by the Credit Enhancer for action to preserve or enforce the Credit Enhancer's rights or interest under this Indenture or the Insurance Agreement without limiting the rights of the Noteholders as otherwise set forth in the Indenture, including, without limitation, upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actions: (i) institute Proceedings for the collection of all amounts then payable on the Notes, or under this Indenture in respect to the Notes and all amounts payable under the Insurance Agreement enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales called and conducted in any manner permitted by law; (iii) file or record all Assignments that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer hereunder.]

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to the extent the Credit Enhancer Insurer makes payments under the Credit Enhancement Instrument Insurance Policy on account of principal of or interest on the NotesHome Equity Loans, the Credit Enhancer Insurer will be fully subrogated to the rights of such Holders the Noteholders to receive such principal of and interest from on the IssuerHome Equity Loans of the related Trust Estate, and (ii) the Credit Enhancer Insurer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance and Reimbursement Agreement for the payment of such principal and interest. The Indenture Trustee shall cooperate in all respects with any reasonable request or direction by the Credit Enhancer Insurer for action to preserve or enforce the Credit EnhancerInsurer's rights or interest under this Indenture or the Insurance Agreement and Reimbursement Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the Indenture, including, including without limitation, limitation upon the occurrence and continuance of a default under the Insurance Agreementan Insurer Default, a request to take any one or more of the following actions: (i) institute Proceedings for the collection of all amounts then payable on the Notes, Notes or under this Indenture in respect to the Notes and all amounts payable under the Insurance and Reimbursement Agreement and to enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales sales called and conducted in any manner permitted by law; (iii) file or record all Assignments assignments that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code UCC and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer Insurer hereunder. Following the payment in full of the Notes, the Insurer shall continue to have all rights and privileges provided to it under this Section 4.3 and in all other provisions of this Indenture, until all amounts owing to the Insurer have been paid in full.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to the extent the Credit Enhancer Bond Insurer makes payments under the Credit Enhancement Instrument Bond Insurance Policy on account of principal of or interest on the NotesBonds, the Credit Enhancer Bond Insurer will be fully subrogated to the rights of such Holders to receive such principal and interest from the Issuer, and (ii) the Credit Enhancer Bond Insurer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. The Indenture Trustee shall cooperate in all respects with any reasonable request by the Credit Enhancer Bond Insurer for action to preserve or enforce the Credit EnhancerBond Insurer's rights or interest under this Indenture or the Insurance Agreement Agreement, consistent with this Indenture and without limiting the rights of the Noteholders Bondholders as otherwise set forth in the Indenture, including, without limitation, upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actions: (i) institute Proceedings for the collection of all amounts then payable on the NotesBonds, or under this Indenture in respect to the Notes Bonds and all amounts payable under the Insurance Agreement Agreement, enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell or cause to be sold the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales called and conducted in any manner permitted by law; (iii) file or record all Assignments that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (viv) exercise any remedies of a secured party under the Uniform Commercial Code UCC and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer Bond Insurer hereunder; provided, however, action shall be taken pursuant to this Section 4.12 by the Indenture Trustee to preserve the Bond Insurer's rights or interest under this Agreement or the Insurance Agreement only to the extent such action is available to the Bondholders or the Bond Insurer under other provisions of this Indenture. Notwithstanding any provision of this Indenture to the contrary, so long as no Bond Insurer Default exists, the Bond Insurer shall at all times be treated as if it were the exclusive owner of all Bonds Outstanding for the purposes of all approvals, consents, waivers and the institution of any action and the direction of all remedies, and the Indenture Trustee shall act in accordance with the directions of the Bond Insurer so long as it is indemnified therefor to its reasonable satisfaction.

Subrogation and Cooperation. (ai) The Issuer Issuing Entity and the Indenture Trustee acknowledge that (i) to the extent the Credit Enhancer makes payments under the Credit Enhancement Instrument on account of principal of or interest on the NotesBonds, the Credit Enhancer will be fully subrogated to the rights of such Holders to receive such principal and interest from the IssuerIssuing Entity, and (ii) the Credit Enhancer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. The Indenture Trustee shall cooperate in all respects with any reasonable request by the Credit Enhancer for action to preserve or enforce the Credit Enhancer's ’s rights or interest under this Indenture or the Insurance Agreement without limiting the rights of the Noteholders Bondholders as otherwise set forth in the Indenture, including, without limitation, upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actions: (i) institute Proceedings for the collection of all amounts then payable on the NotesBonds, or under this Indenture in respect to the Notes Bonds and all amounts payable under the Insurance Agreement enforce any judgment obtained and collect from the Issuer Issuing Entity monies adjudged due; (ii) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales called and conducted in any manner permitted by law; (iii) file or record all Assignments that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer hereunder.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to To the extent the Credit Enhancer makes payments under the Credit Enhancement Instrument on account of principal of or interest on the NotesNotes under the Policy, the Credit Enhancer will be fully subrogated to the rights of such Holders the Noteholders to receive such that principal and interest from the Issuer, Mortgage Loans and (ii) the any other 4.01. The Credit Enhancer shall be paid such principal and interest but from Mortgage Loans only from the sources and in the manner provided herein in this Indenture and in the Insurance Agreement for the payment of such principal and interestAgreement. The Indenture Trustee shall cooperate in all respects with any reasonable request or direction by the Credit Enhancer for action to take any of the following actions to preserve or enforce the Credit Enhancer's rights or interest under this Indenture or the Insurance Agreement Sale and Servicing Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the under this Indenture, including, without limitation, including upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actionsCredit Enhancer Default: (i) institute Proceedings for the collection of all amounts then payable on the Notes, Notes or under this Indenture in with respect to the Notes and all amounts payable under the Insurance Agreement and to enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate any part of Collateral or any portion thereof or rights or interest therein, interests in it at one or more public or private Sales sales called and conducted in any manner permitted by law; (iii) file or record all Assignments of Mortgage that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code UCC and take any other appropriate action to protect and enforce the rights and remedies interests of the Credit Enhancer hereunderunder this Indenture. Following the payment in full of the Notes, the Credit Enhancer shall continue to have all the rights given to it under this Section and in all other provisions of this Indenture, until all amounts owing to the Credit Enhancer have been paid in full.

Subrogation and Cooperation. (a) The Issuer Borrower, the Lenders and the Indenture Trustee Bank Investors acknowledge that (i) to the extent that the Credit Enhancer Surety Provider makes payments under the Credit Enhancement Instrument Surety Bond on account of principal of or interest amounts due on the NotesVFN, the Credit Enhancer Surety Provider will be fully subrogated to the rights of such Holders the Lenders and/or the Bank Investors, as applicable, to the extent thereof, to receive such principal and interest from the Issuer, amounts and (ii) the Credit Enhancer Surety Provider shall be entitled to be paid such principal and interest amounts but only from the sources source and in the manner provided herein and in the Insurance Agreement other Operative Documents for the payment of such principal amounts. Each of the Lenders and interest. The Indenture Trustee the Bank Investors shall cooperate in all respects with any reasonable request by the Credit Enhancer Surety Provider for action to preserve or enforce the Credit Enhancer's Surety Provider’s rights or interest under this Indenture or Loan Agreement and each of the Insurance Agreement other Operative Documents without limiting the rights of the Noteholders Lenders and/or the Bank Investors as otherwise herein set forth in the Indentureforth, including, without limitation, upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actions, in accordance with the terms of the CTA Agreement: (i) institute Proceedings proceedings for the collection of all amounts then payable on the NotesVFN, or under this Indenture Loan Agreement in respect to of the Notes VFN and all amounts payable under the Insurance Agreement Operative Documents and to enforce any judgment obtained and collect from the Issuer monies Borrower moneys adjudged due; (ii) sell the Trust Estate Collateral or any portion thereof or rights or interest therein, at one or more public or private Sales sales called and conducted in any manner permitted by law; (iii) file or record all Assignments assignments of Accounts that have not previously been recorded;; and/or (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code UCC and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer Surety Provider hereunder; provided, however that the actions described in clauses (i), (ii) and (iv) above may only be requested following the occurrence of an Event of Default.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to To the extent the Credit Enhancer makes payments under the Credit Enhancement Instrument on account of principal of or interest on the NotesInsured Notes under the Policy, the Credit Enhancer will be fully subrogated to the rights of such the Holders of the applicable Insured Notes to receive such that principal and interest from the IssuerMortgage Loans of the related Loan Group, any other related Collateral, and (ii) any Crossover Amounts and Subordinated Transferor Collections they are entitled to from the other Loan Group and the 4.01. The Credit Enhancer shall be paid such principal and interest but only from the assets of the Trust from the sources and in the manner provided herein in this Indenture and in the Insurance Agreement for the payment of such principal and interestAgreement. The Indenture Trustee shall cooperate in all respects at the expense of the Trust with any reasonable request or direction by the Credit Enhancer for action to take any of the following actions to preserve or enforce the Credit Enhancer's rights or interest under each of this Indenture or and the Insurance Agreement Sale and Servicing Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the under this Indenture, including, without limitation, including upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actionsCredit Enhancer Default: (i) institute Proceedings for the collection of all amounts then payable on the Notes, Insured Notes or under this Indenture in with respect to the Notes and all amounts payable under the Insurance Agreement and to enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate any part of Collateral or any portion thereof or rights or interest therein, interests in it at one or more public or private Sales sales called and conducted in any manner permitted by law; (iii) file or record all Assignments of Mortgage that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code UCC and take any other appropriate action to protect and enforce the rights and remedies interests of the Credit Enhancer hereunderunder this Indenture. Following the payment in full of the Insured Notes, the Credit Enhancer shall continue to have all the rights given to it under this Section and in all other provisions of this Indenture, until all amounts owing to the Credit Enhancer have been paid in full.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to the extent the Credit Enhancer Bond Insurer makes payments under the Credit Enhancement Instrument Bond Insurance Policy on account of principal of or interest on the NotesClass 1-A-1, Class 1-A-2 and Class 2-A Bonds, the Credit Enhancer Bond Insurer will be fully subrogated to the rights of such Holders to receive such principal and interest from the Issuer, and (ii) the Credit Enhancer Bond Insurer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. The Indenture Trustee shall shall, so long as it is indemnified to its satisfaction, cooperate in all respects with any reasonable written request by the Credit Enhancer Bond Insurer (unless a Bond Insurer Default exists) for action to preserve or enforce the Credit EnhancerBond Insurer's rights or interest under this Indenture or the Insurance Agreement Agreement, consistent with this Indenture and without limiting the rights of the Noteholders Bondholders as otherwise set forth in the Indenture, including, without limitation, upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actions: (i) institute Proceedings for the collection of all amounts then payable on the NotesClass 1-A-1, Class 1-A-2 and Class 2-A Bonds, or under this Indenture in respect to of the Notes Class 1-A-1, Class 1-A-2 and Class 2-A Bonds and all amounts payable under the Insurance Agreement Agreement, enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell or cause to be sold the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales (as defined in Section 5.15 (a) hereof) called and conducted in any manner permitted by law; (iii) file or record all Assignments that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (viv) exercise any remedies of a secured party under the Uniform Commercial Code UCC and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer Bond Insurer hereunder; provided, however, action shall be taken pursuant to this Section 4.12 by the Indenture Trustee to preserve the Bond Insurer's rights or interest under this Agreement or the Insurance Agreement only to the extent such action is available to the Class 1-A-1, Class 1-A-2 and Class 2-A Bondholders or the Bond Insurer under other provisions of this Indenture. Notwithstanding any provision of this Indenture to the contrary, so long as no Bond Insurer Default exists, the Bond Insurer shall at all times be treated as if it were the exclusive owner of all Class 1-A-1, Class 1-A-2 and Class 2-A Bonds Outstanding for the purposes of all approvals, consents, waivers and the institution of any action and the written direction of all remedies, and the Indenture Trustee shall act in accordance with the written directions of the Bond Insurer so long as it is indemnified therefor to its reasonable satisfaction.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to the extent the Credit Enhancer makes payments under the Credit Enhancement Instrument Group I Policy on account of principal of or interest on the NotesGroup I Loans, the Credit Enhancer will be fully subrogated to the rights of such Holders the Class I Noteholders to receive such principal and interest from the IssuerGroup I Loans, (ii) to the extent the Credit Enhancer makes payments under the Group II Policy on account of principal of or interest on the Group II Loans, the Credit Enhancer will be fully subrogated to the rights of the Class II Noteholders to receive such principal and interest from the Group II Loans and (iiiii) the Credit Enhancer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. The Indenture Trustee shall cooperate in all respects with any reasonable request by the Credit Enhancer for action to preserve or enforce the Credit Enhancer's rights or interest under this Indenture or the Insurance Agreement Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the Indenture, including, without limitation, upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actions: (i) institute Proceedings for the collection of all amounts then payable on the Notes, Class I Notes or the Class II Notes or under this Indenture in respect to of the Class I Notes and Class II Notes and all amounts payable under the Insurance Agreement and to enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales (as defined in Section 5.15 hereof) called and conducted in any manner permitted by law; (iii) file or record all Assignments assignments that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer hereunder. Following the payment in full of the Notes, the Credit Enhancer shall continue to have all rights and privileges provided to it under this Section and in all other provisions of this Indenture, until all amounts owing to the Credit Enhancer have been paid in full.

Subrogation and Cooperation. (a) The Issuer and the --------------------------- Indenture Trustee acknowledge that (i) to the extent the Credit Enhancer makes payments under the Credit Enhancement Instrument on account of principal of or interest on the Notes, the Credit Enhancer will be fully subrogated to the rights of such Holders to receive such principal and interest from the Issuer, and (ii) the Credit Enhancer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. The Indenture Trustee shall cooperate in all respects with any reasonable request by the Credit Enhancer for action to preserve or enforce the Credit Enhancer's rights or interest under this Indenture or the Insurance Agreement without limiting the rights of the Noteholders as otherwise set forth in the Indenture, including, without limitation, upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actions: (i) institute Proceedings for the collection of all amounts then payable on the Notes, or under this Indenture in respect to the Notes and all amounts payable under the Insurance Agreement enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales called and conducted in any manner permitted by law; (iii) file or record all Assignments that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; : and (v) exercise any remedies of a secured party under the Uniform Commercial Code and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer hereunder.

Subrogation and Cooperation. (a) The Issuer Issuing Entity and the Indenture Trustee acknowledge that (i) to the extent the Credit Enhancer makes payments under the Credit Enhancement Instrument on account of principal of or interest on the NotesNotes or the Certificates, the Credit Enhancer will be fully subrogated to the rights of such Holders to receive such principal and interest from the IssuerIssuing Entity, and (ii) the Credit Enhancer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. The Indenture Trustee shall cooperate in all respects with any reasonable request by the Credit Enhancer for action to preserve or enforce the Credit Enhancer's rights or interest under this Indenture or the Insurance Agreement without limiting the rights of the Noteholders as otherwise set forth in the Indenture, including, without limitation, upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actions: (i) institute Proceedings for the collection of all amounts then payable on the Notes, or under this Indenture in respect to the Notes and all amounts payable under the Insurance Agreement enforce any judgment obtained and collect from the Issuer monies Issuing Entity moneys adjudged due; (ii) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales called and conducted in any manner permitted by law; (iii) file or record all Assignments that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer hereunder.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (ia) to the extent the Credit Enhancer makes payments under the Credit Enhancement Instrument on account of principal of or interest on the NotesPolicy, the Credit rights of the Enhancer will be fully subrogated to the rights of such Holders the Noteholders to receive such principal and interest from the IssuerMortgage Loans, and (iib) the Credit Enhancer shall will be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance Agreement for Agreement. Subject to the payment provisions of such principal and interest. The Article VI, the Indenture Trustee shall cooperate in all respects with any reasonable request by the Credit Enhancer for any action to preserve or enforce the Credit Enhancer's rights or interest interests under this Indenture or the Insurance Agreement Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the this Indenture, including, without limitation, upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actions: (ia) institute Proceedings for the collection of all amounts then payable on the Notes, Notes or under this Indenture in respect to of the Notes Notes, and all amounts payable under the Insurance Agreement Agreement, and to enforce any judgment obtained and collect from the Issuer monies adjudged due; (iib) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales called and conducted in any manner permitted by law; (iiic) file or record all Assignments assignments that have not previously been recorded; (ivd) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (ve) exercise any remedies of a secured party under the Uniform Commercial Code UCC and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer hereunder. Following the payment in full of the Notes, the Enhancer shall continue to have all rights and privileges provided to it under this Section and in all other provisions of this Indenture, until all amounts owing to the Enhancer have been paid in full and the Policy has been returned to the Enhancer.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to To the extent the Credit Enhancer makes payments under the Credit Enhancement Instrument on account of principal of or interest on the NotesNotes under the Policy, the Credit Enhancer will be fully subrogated to the rights of such Holders the Noteholders to receive such that principal and interest from the IssuerMortgage Loans, and (ii) any Subordinated Transferor Collections and the Credit Enhancer shall be paid such that principal and interest interest, but only from the sources and in the manner provided herein in this Indenture and in the Insurance Sale and Servicing Agreement for the payment of such that principal and interest. Any payment of principal or interest on a Class of Notes made with moneys received under the Policy shall not be considered payment of that Class of Notes from the Trust and shall not result in the payment of or the provision for the payment of the principal or interest on that Class of Notes under Section 4.01. The Credit Enhancer shall be paid principal and interest from Mortgage Loans only from the sources and in the manner provided in this Indenture and in the Insurance Agreement. The Indenture Trustee shall cooperate in all respects with any reasonable request or direction by the Credit Enhancer for action to take any of the following actions to preserve or enforce the Credit Enhancer's rights or interest under each of this Indenture or and the Insurance Agreement Sale and Servicing Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the under this Indenture, including, without limitation, including upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actionsCredit Enhancer Default: (i) institute Proceedings for the collection of all amounts then payable on the Notes, Notes or under this Indenture in with respect to the Notes and all amounts payable under the Insurance Agreement and to enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate any part of Collateral or any portion thereof or rights or interest therein, interests in it at one or more public or private Sales sales called and conducted in any manner permitted by law; (iii) file or record all Assignments of Mortgage that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code UCC and take any other appropriate action to protect and enforce the rights and remedies interests of the Credit Enhancer hereunderunder this Indenture. Following the payment in full of the Notes, the Credit Enhancer shall continue to have all the rights given to it under this Section and in all other provisions of this Indenture, until all amounts owing to the Credit Enhancer have been paid in full.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to To the extent the Credit Enhancer makes payments under the Credit Enhancement Instrument on account of principal of or interest on the NotesNotes under the Policy, the Credit Enhancer will be fully subrogated to the rights of such Holders the Noteholders to receive such that principal and interest from the IssuerMortgage Loans of the related Loan Group, any other related Collateral, and (ii) any Crossover Amounts and Subordinated Transferor Collections they are entitled to from the other Loan Group, and the Credit Enhancer shall be paid such that principal and interest interest, but only from the sources and in the manner provided herein in this Indenture and in the Insurance Sale and Servicing Agreement for the payment of such that principal and interest. Any payment of principal or interest on a Class of Notes made with moneys received under the Policy shall not be considered payment of that Class of 4.01. The Credit Enhancer shall be paid principal and interest from Mortgage Loans only from the sources and in the manner provided in this Indenture and in the Insurance Agreement. The Indenture Trustee shall cooperate in all respects with any reasonable request or direction by the Credit Enhancer for action to take any of the following actions to preserve or enforce the Credit Enhancer's rights or interest under each of this Indenture or and the Insurance Agreement Sale and Servicing Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the under this Indenture, including, without limitation, including upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actionsCredit Enhancer Default: (i) institute Proceedings for the collection of all amounts then payable on the Notes, Notes or under this Indenture in with respect to the Notes and all amounts payable under the Insurance Agreement and to enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate any part of Collateral or any portion thereof or rights or interest therein, interests in it at one or more public or private Sales sales called and conducted in any manner permitted by law; (iii) file or record all Assignments of Mortgage that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code UCC and take any other appropriate action to protect and enforce the rights and remedies interests of the Credit Enhancer hereunderunder this Indenture. Following the payment in full of the Notes, the Credit Enhancer shall continue to have all the rights given to it under this Section and in all other provisions of this Indenture, until all amounts owing to the Credit Enhancer have been paid in full.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to the extent the Credit Enhancer makes payments under the Credit Enhancement Instrument on account of principal of or interest on the NotesHome Loans, the Credit Enhancer will be fully subrogated to the rights of such Holders the Noteholders to receive such principal and interest from the IssuerHome Loans, and (ii) the Credit Enhancer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. The Indenture Trustee shall cooperate in all respects with any reasonable request by the Credit Enhancer for action to preserve or enforce the Credit Enhancer's rights or interest under this Indenture or the Insurance Agreement Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the Indenture, including, without limitation, upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actions: (i) institute Proceedings for the collection of all amounts then payable on the Notes, or under this Indenture in respect to the Notes and all amounts payable under the Insurance Agreement and to enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales (as defined in Section 5.15 hereof) called and conducted in any manner permitted by law; (iii) file or record all Assignments assignments that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer hereunder. Following the payment in full of the Notes, the Credit Enhancer shall continue to have all rights and privileges provided to it under this Section and in all other provisions of this Indenture, until all amounts owing to the Credit Enhancer have been paid in full.

Subrogation and Cooperation. (a) The Issuer Borrower, the Lenders and the Indenture Trustee Bank Investors acknowledge that (i) to the extent that the Credit Enhancer Surety Provider makes payments under the Credit Enhancement Instrument Surety Bond on account of principal of or interest amounts due on the NotesVFN, the Credit Enhancer Surety Provider will be fully subrogated to the rights of such Holders the Lenders and/or the Bank Investors, as applicable, to the extent thereof, to receive such principal and interest from the Issuer, amounts and (ii) the Credit Enhancer Surety Provider shall be entitled to be paid such principal and interest amounts but only from the sources source and in the manner provided herein and in the Insurance Agreement other Operative Documents for the payment of such principal amounts. Each of the Lenders and interest. The Indenture Trustee the Bank Investors shall cooperate in all respects with any reasonable request by the Credit Enhancer Surety Provider for action to preserve or enforce the Credit Enhancer's Surety Provider’s rights or interest under this Indenture or Loan Agreement and each of the Insurance Agreement other Operative Documents without limiting the rights of the Noteholders Lenders and/or the Bank Investors as otherwise herein set forth in the Indentureforth, including, without limitation, upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actions, in accordance with the terms of the CCA Agreement: (i) institute Proceedings proceedings for the collection of all amounts then payable on the NotesVFN, or under this Indenture Loan Agreement in respect to of the Notes VFN and all amounts payable under the Insurance Agreement Operative Documents and to enforce any judgment obtained and collect from the Issuer monies Borrower moneys adjudged due; (ii) sell the Trust Estate Collateral or any portion thereof or rights or interest therein, at one or more public or private Sales sales called and conducted in any manner permitted by law; (iii) file or record all Assignments assignments of Accounts that have not previously been recorded;; and/or (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code UCC and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer Surety Provider hereunder; provided, however that the actions described in clauses (i), (ii) and (iv) above may only be requested following the occurrence of an Event of Default.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to To the extent the Credit Enhancer makes payments under the Credit Enhancement Instrument on account of principal of or interest on the NotesNotes under the Policy, the Credit Enhancer will be fully subrogated to the rights of such Holders the Noteholders to receive such that principal and interest from the IssuerMortgage Loans, and (ii) any Subordinated Transferor Collections and the Credit Enhancer shall be paid such that principal and interest interest, but only from the sources and in the manner provided herein in this Indenture and in the Insurance Sale and Servicing Agreement for the payment of such that principal and interest. Any payment of principal or interest on a Class of Notes made with moneys received under the Policy shall not be considered payment of that Class of Notes from the Trust and shall not result in the payment of or the provision for the payment of the principal or interest on that Class of Notes under Section 4.01. The Credit Enhancer shall be paid principal and interest from Mortgage Loans only from the sources and in the manner provided in this Indenture and in the Insurance Agreement. The Indenture Trustee shall cooperate in all respects with any reasonable request or direction by the Credit Enhancer for action to take any of the following actions to preserve or enforce the Credit Enhancer's rights or interest under each of this Indenture or and the Insurance Agreement Sale and Servicing Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the under this Indenture, including, without limitation, including upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actionsCredit Enhancer Default: (i) institute Proceedings for the collection of all amounts then payable on the Notes, Notes or under this Indenture in with respect to the Notes and all amounts payable under the Insurance Agreement and to enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate any part of Collateral or any portion thereof or rights or interest therein, interests in it at one or more public or private Sales sales called and conducted in any manner permitted by law; (iii) file or record all Assignments of Mortgage that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code UCC and take any other appropriate action to protect and enforce the rights and remedies interests of the Credit Enhancer hereunderunder this Indenture. Following the payment in full of the Notes, the Credit Enhancer shall continue to have all the rights given to it under this Section and in all other provisions of this Indenture, until all amounts owing to the Credit Enhancer have been paid in full.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to the extent the Credit Enhancer Bond Insurer makes payments under the Credit Enhancement Instrument Bond Insurance Policy on account of principal of or interest on the NotesClass A-1 Bonds, the Credit Enhancer Bond Insurer will be fully subrogated to the rights of such Holders to receive such principal and interest from the Issuer, and (ii) the Credit Enhancer Bond Insurer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. The Indenture Trustee shall shall, so long as it is indemnified to its satisfaction, cooperate in all respects with any reasonable written request by the Credit Enhancer Bond Insurer (unless a Bond Insurer Default exists) for action to preserve or enforce the Credit EnhancerBond Insurer's rights or interest under this Indenture or the Insurance Agreement Agreement, consistent with this Indenture and without limiting the rights of the Noteholders Bondholders as otherwise set forth in the Indenture, including, without limitation, upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actions: (i) institute Proceedings for the collection of all amounts then payable on the NotesClass A-1 Bonds, or under this Indenture in respect to of the Notes Class A-1 Bonds and all amounts payable under the Insurance Agreement Agreement, enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell or cause to be sold the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales (as defined in Section 5.15 (a) hereof) called and conducted in any manner permitted by law; (iii) file or record all Assignments that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (viv) exercise any remedies of a secured party under the Uniform Commercial Code UCC and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer Bond Insurer hereunder; provided, however, action shall be taken pursuant to this Section 4.12 by the Indenture Trustee to preserve the Bond Insurer's rights or interest under this Agreement or the Insurance Agreement only to the extent such action is available to the Class A-1 Bondholders or the Bond Insurer under other provisions of this Indenture. Notwithstanding any provision of this Indenture to the contrary, so long as no Bond Insurer Default exists, the Bond Insurer shall at all times be treated as if it were the exclusive owner of all Class A-1 Bonds Outstanding for the purposes of all approvals, consents, waivers and the institution of any action and the written direction of all remedies, and the Indenture Trustee shall act in accordance with the written directions of the Bond Insurer so long as it is indemnified therefor to its reasonable satisfaction.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to the extent the Credit Enhancer Insurer makes payments under the Credit Enhancement Instrument Policy on account of principal of or interest on the NotesClass 2A-1 Notes and Class G Certificates, as applicable, the Credit Enhancer Insurer will be fully subrogated to the rights of such Holders to receive such principal and interest from the Issuer, and (ii) the Credit Enhancer Insurer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. . (b) The Indenture Trustee shall shall, so long as it is indemnified to its satisfaction, cooperate in all respects with any reasonable written request by the Credit Enhancer Insurer (unless a Insurer Default exists) for action to preserve or enforce the Credit Enhancer's Insurer’s rights or interest under this Indenture or the Insurance Agreement Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the Indenture, including, without limitation, upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actions: (i) institute Proceedings for the collection of all amounts then payable on the NotesClass 2A-1 Notes or Class G Certificates, as applicable, or under this Indenture in respect to of the Notes Class 2A-1 Notes, or under the Trust Agreement in respect of the Class G Certificates and all amounts payable under the Insurance Agreement Agreement, enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell or cause to be sold the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales called and conducted in any manner permitted by law; (iii) file or record all Assignments that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (viv) exercise any remedies of a secured party under the Uniform Commercial Code UCC and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer Insurer hereunder; provided, however, action shall be taken pursuant to this Section 4.14 by the Indenture Trustee to preserve the Insurer’s rights or interest under this Agreement or the Insurance Agreement only to the extent such action is available to the Class 2A-1 Noteholders or the Insurer under other provisions of this Indenture or the Holders of the Class G Certificates under the Trust Agreement. Notwithstanding any provision of this Indenture to the contrary, so long as no Insurer Default exists, the Insurer shall at all times be treated as if it were the exclusive owner of all Class 2A-1 Notes and Class G Certificates, as applicable, Outstanding for the purposes of all approvals, consents, waivers and the institution of any action and the written direction of all remedies, and the Indenture Trustee shall act in accordance with the written directions of the Insurer.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to the extent the Credit Enhancer makes payments under the Credit Enhancement Instrument Policy on account of principal of or interest on the NotesMortgage Loans, the Credit Enhancer will be fully subrogated to the rights of such Holders the Noteholders to receive such principal of and interest from on the IssuerMortgage Loans, and (ii) the Credit Enhancer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. The Indenture Trustee shall cooperate in all respects with any reasonable request by the Credit Enhancer for action to preserve or enforce the Credit Enhancer's rights or interest under this Indenture or the Insurance Agreement Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the Indenture, including, without limitation, including upon the occurrence and continuance of a default under the Insurance Agreement, a request (which request shall be in writing) to take any one or more of the following actions: (i) institute Proceedings for the collection of all amounts then payable on the Notes, Notes or under this Indenture in respect to the Notes and all amounts payable under the Insurance Agreement and to enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales (as defined in Section 5.15 hereof) called and conducted in any manner permitted by law; (iii) file or record all Assignments assignments that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code UCC and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer hereunder. 26 Following the payment in full of the Notes, the Enhancer shall continue to have all rights and privileges provided to it under this Section and in all other provisions of this Indenture, until all amounts owing to the Enhancer have been paid in full.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to To the extent the Credit Enhancer makes payments under the Credit Enhancement Instrument on account of principal of or interest on the NotesNotes under the Policy, the Credit Enhancer will be fully subrogated to the rights of such Holders the Noteholders to receive such that principal and interest from the IssuerMortgage Loans of the related Loan Group, any other related Collateral, and (ii) any Crossover Amounts and Subordinated Transferor Collections they are entitled to from the other Loan Group and the Credit Enhancer shall be paid such that principal and interest interest, but only from the sources and in the manner provided herein in this Indenture and in the Insurance Sale and Servicing Agreement for the payment of such that principal and interest. Any payment of principal or interest on a Class of Notes made with moneys received under the Policy shall not be considered payment of that Class of Notes from the Trust and shall not result in the payment of or the provision for the payment of the principal or interest on that Class of Notes under Section 4.01. The Credit Enhancer shall be paid principal and interest from Mortgage Loans only from the sources and in the manner provided in this Indenture and in the Insurance Agreement. The Indenture Trustee shall cooperate in all respects at at the expense of the Trust with any reasonable request or direction by the Credit Enhancer for action to take any of the following actions to preserve or enforce the Credit Enhancer's rights or interest under each of this Indenture or and the Insurance Agreement Sale and Servicing Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the under this Indenture, including, without limitation, including upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actionsCredit Enhancer Default: (i) institute Proceedings for the collection of all amounts then payable on the Notes, Notes or under this Indenture in with respect to the Notes and all amounts payable under the Insurance Agreement and to enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate any part of Collateral or any portion thereof or rights or interest therein, interests in it at one or more public or private Sales sales called and conducted in any manner permitted by law; (iii) file or record all Assignments of Mortgage that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code UCC and take any other appropriate action to protect and enforce the rights and remedies interests of the Credit Enhancer hereunderunder this Indenture. Following the payment in full of the Notes, the Credit Enhancer shall continue to have all the rights given to it under this Section and in all other provisions of this Indenture, until all amounts owing to the Credit Enhancer have been paid in full.

Subrogation and Cooperation. (a) The Issuer and the Indenture Grantor Trustee acknowledge that (i) to the extent the Credit Enhancer Insurer makes payments under the Credit Enhancement Instrument Insurance Policy on account of principal of or interest on the NotesClass II-A Certificates, the Credit Enhancer Insurer will be fully subrogated to the rights of such Holders to receive such principal and interest from on the IssuerNotes, and (ii) the Credit Enhancer Insurer shall be paid such principal and interest but only from the sources and in the manner provided herein herein, in the Underlying 2005-4A Indenture and in the Insurance Agreement for the payment of such principal and interest. . (b) The Indenture Grantor Trustee shall shall, so long as it is indemnified to its satisfaction, cooperate in all respects with any reasonable written request by the Credit Enhancer Insurer (unless a Insurer Default exists) for action to preserve or enforce the Credit Enhancer's Insurer’s rights or interest under this Agreement, in the Underlying 2005-4A Indenture or the Insurance Agreement, consistent with this Agreement and without limiting the rights of the Noteholders Certificateholders as otherwise set forth in the Indenturethis Agreement, including, without limitation, upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actions: (i) institute Proceedings proceedings for the collection of all amounts then payable on the Class II-A Notes, or under this Indenture Agreement in respect to of the Notes Class II-A Certificates and all amounts payable under the Insurance Agreement Agreement, enforce any judgment obtained and collect from the Issuer Grantor Trustee monies adjudged due; (ii) sell or cause to be sold the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales sales called and conducted in any manner permitted by law; (iii) file or record all Assignments that have not previously been recorded; (iv) institute Proceedings proceedings from time to time for the complete or partial foreclosure of this IndentureAgreement; and (viv) exercise any remedies of a secured party under the Uniform Commercial Code UCC and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer Insurer hereunder; provided, however, action shall be taken pursuant to this Section 5.04 by the Grantor Trustee to preserve the Insurer’s rights or interest under this Agreement, the Underlying 2005-4A Indenture or the Insurance Agreement only to the extent such action is available to the Class II-A Noteholders or the Insurer under other provisions of this Agreement. Notwithstanding any provision of this Agreement to the contrary, so long as no Insurer Default exists, the Insurer shall at all times be treated as if it were the exclusive owner of all Class II-A Notes Outstanding for the purposes of all approvals, consents, waivers and the institution of any action and the written direction of all remedies, and the Indenture Trustee shall act in accordance with the written directions of the Insurer so long as it is indemnified therefor to its reasonable satisfaction.

Subrogation and Cooperation. (a) The Issuer Issuing Entity and the Indenture Trustee acknowledge that (i) to the extent the Credit Enhancer Note Insurer makes payments under the Credit Enhancement Instrument Note Insurance Policy on account of principal of or interest on the Notes, Notes the Credit Enhancer Note Insurer will be fully subrogated to the rights of such Holders the Noteholders to receive such principal of and interest from on the IssuerNotes, and (ii) the Credit Enhancer Note Insurer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. . (b) The Indenture Trustee shall cooperate in all respects with any reasonable written request or direction by the Credit Enhancer Note Insurer for action to preserve or enforce the Credit Enhancer's Note Insurer’s rights or interest under this Indenture Indenture, the Sale and Servicing Agreement or the Insurance Agreement Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the Indenture, including, including without limitation, limitation upon the occurrence and continuance of a default under the Insurance AgreementDefault, a request to take any one or more of the following actions: (i) institute Proceedings proceedings for the collection of all amounts then payable on the Notes, Notes or under this Indenture in respect to the Notes and all amounts payable under the Insurance Agreement and to enforce any judgment obtained and collect from the Issuer Issuing Entity monies adjudged due; (ii) sell the any Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales sales called and conducted in any manner permitted by law; (iii) file or cause the Sponsor to record all Assignments assignments that have not previously been recorded; (iv) institute Proceedings proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer Note Insurer hereunder. (c) Following the payment in full of the Notes, the Note Insurer shall continue to have all rights and privileges provided to it under this Section 4.03 and in all other provisions of this Indenture, until all amounts owing to the Note Insurer have been paid in full.

Subrogation and Cooperation. (a) The Issuer Issuing Entity and the Indenture Trustee acknowledge that (i) to the extent the Credit Enhancer makes payments under the Credit Enhancement Instrument on account of principal of or interest on the NotesBonds, the Credit Enhancer will be fully subrogated to the rights of such Holders to receive such principal and interest from the IssuerIssuing Entity, and (ii) the Credit Enhancer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. The Indenture Trustee shall cooperate in all respects with any reasonable request by the Credit Enhancer for action to preserve or enforce the Credit Enhancer's rights or interest under this Indenture or the Insurance Agreement without limiting the rights of the Noteholders Bondholders as otherwise set forth in the Indenture, including, without limitation, upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actions: (i) institute Proceedings for the collection of all amounts then payable on the NotesBonds, or under this Indenture in respect to the Notes Bonds and all amounts payable under the Insurance Agreement enforce any judgment obtained and collect from the Issuer Issuing Entity monies adjudged due; (ii) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales called and conducted in any manner permitted by law; (iii) file or record all Assignments that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer hereunder.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to the extent the Credit Enhancer makes payments under the Credit Enhancement Instrument Policy on account of principal of or interest on the Notes, the Credit Enhancer will be fully subrogated to the rights of such Holders the Noteholders to receive such principal and interest from the Issuerinterest, and (ii) the Credit Enhancer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. The Indenture Trustee shall cooperate in all respects with any reasonable request by the Credit Enhancer for action to preserve or enforce the Credit Enhancer's ’s rights or interest under this Indenture or the Insurance Agreement Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the Indenture, including, without limitation, including upon the occurrence and continuance of a default under the Insurance Agreement, a request (which request shall be in writing) to take any one or more of the following actions: (i) institute Proceedings for the collection of all amounts then payable on the Notes, Notes or under this Indenture in respect to the Notes and all amounts payable under the Insurance Agreement and to enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales (as defined in Section 5.15 hereof) called and conducted in any manner permitted by law; (iii) file or record all Assignments assignments that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code UCC and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer hereunder. Following the payment in full of the Notes, the Enhancer shall continue to have all rights and privileges provided to it under this Section and in all other provisions of this Indenture, until all amounts owing to the Enhancer have been paid in full.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to To the extent the Credit Enhancer makes payments under the Credit Enhancement Instrument on account of principal of or interest on the NotesNotes under the Policy, the Credit Enhancer will be fully subrogated to the rights of such Holders the Noteholders to receive such that principal and interest from the IssuerMortgage Loans of the related Loan Group and any other related Collateral, and (ii) the Credit Enhancer shall be paid such that principal and interest interest, but only from the sources and in the manner provided herein in this Indenture and in the Insurance Sale and Servicing Agreement for the payment of such that principal and interest. Any payment of principal or interest on a Class of Notes made with moneys received under the Policy shall not be considered payment of that Class of Notes from the Trust and shall not result in the payment of or the provision for the payment of the principal or interest on that Class of Notes under Section 4.01. The Credit Enhancer shall be paid principal and interest from Mortgage Loans only from the sources and in the manner provided in this Indenture and in the Insurance Agreement. The Indenture Trustee shall cooperate in all respects with any reasonable request or direction by the Credit Enhancer for action to take any of the following actions to preserve or enforce the Credit Enhancer's rights or interest under each of this Indenture or and the Insurance Agreement Sale and Servicing Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the under this Indenture, including, without limitation, including upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actionsCredit Enhancer Default: (i) institute Proceedings for the collection of all amounts then payable on the Notes, Notes or under this Indenture in with respect to the Notes and all amounts payable under the Insurance Agreement and to enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate any part of Collateral or any portion thereof or rights or interest therein, interests in it at one or more public or private Sales sales called and conducted in any manner permitted by law; (iii) file or record all Assignments of Mortgage that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code UCC and take any other appropriate action to protect and enforce the rights and remedies interests of the Credit Enhancer hereunderunder this Indenture. Following the payment in full of the Notes, the Credit Enhancer shall continue to have all the rights given to it under this Section and in all other provisions of this Indenture, until all amounts owing to the Credit Enhancer have been paid in full.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to To the extent the Credit Enhancer makes payments under the Credit Enhancement Instrument on account of principal of or interest on the NotesNotes under the Policy, the Credit Enhancer will be fully subrogated to the rights of such Holders the Noteholders to receive such that principal and interest from the IssuerMortgage Loans of the related Loan Group, any other related Collateral, and (ii) any Crossover Amounts and Subordinated Transferor Collections they are entitled to from the other Loan Group and the Credit Enhancer shall be paid such that principal and interest interest, but only from the sources and in the manner provided herein in this Indenture and in the Insurance Sale and Servicing Agreement for the payment of such that principal and interest. Any payment of principal or interest on a Class of Notes made with moneys received under the Policy shall not be considered payment of that Class of Notes from the Trust and shall not result in the payment of or the provision for the payment of the principal or interest on that Class of Notes under Section 4.01. The Credit Enhancer shall be paid principal and interest from Mortgage Loans only from the sources and in the manner provided in this Indenture and in the Insurance Agreement. The Indenture Trustee shall cooperate in all respects at the expense of the Trust with any reasonable request or direction by the Credit Enhancer for action to take any of the following actions to preserve or enforce the Credit Enhancer's rights or interest under each of this Indenture or and the Insurance Agreement Sale and Servicing Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the under this Indenture, including, without limitation, including upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actionsCredit Enhancer Default: (i) institute Proceedings for the collection of all amounts then payable on the Notes, Notes or under this Indenture in with respect to the Notes and all amounts payable under the Insurance Agreement and to enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate any part of Collateral or any portion thereof or rights or interest therein, interests in it at one or more public or private Sales sales called and conducted in any manner permitted by law; (iii) file or record all Assignments of Mortgage that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code UCC and take any other appropriate action to protect and enforce the rights and remedies interests of the Credit Enhancer hereunderunder this Indenture. Following the payment in full of the Notes, the Credit Enhancer shall continue to have all the rights given to it under this Section and in all other provisions of this Indenture, until all amounts owing to the Credit Enhancer have been paid in full.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to To the extent the Credit Enhancer makes payments under the Credit Enhancement Instrument on account of principal of or interest on the NotesNotes under the Policy, the Credit Enhancer will be fully subrogated to the rights of such Holders the Noteholders to receive such that principal and interest from the IssuerMortgage Loans of the related Loan Group, any other related Collateral, and (ii) any Crossover Amounts and Subordinated Transferor Collections they are entitled to from the other Loan Group and the Credit Enhancer shall be paid such that principal and interest interest, but only from the sources and in the manner provided herein in this Indenture and in the Insurance Sale and Servicing Agreement for the payment of such that principal and interest. Any payment of principal or interest on a Class of Notes made with moneys received under the Policy shall not be considered payment of that Class of Notes from the Trust and shall not result in the payment of or the provision for the payment of the principal or interest on that Class of Notes under Section 4.01. The Indenture Trustee shall cooperate in all respects with any reasonable request or direction by the Credit Enhancer for action to take any of the following actions to preserve or enforce the Credit Enhancer's rights or interest under each of this Indenture or and the Insurance Agreement Sale and Servicing Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the under this Indenture, including, without limitation, including upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actionsCredit Enhancer Default: (i) institute Proceedings for the collection of all amounts then payable on the Notes, Notes or under this Indenture in with respect to the Notes and all amounts payable under the Insurance Agreement and to enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate any part of Collateral or any portion thereof or rights or interest therein, interests in it at one or more public or private Sales sales called and conducted in any manner permitted by law; (iii) file or record all Assignments of Mortgage that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code UCC and take any other appropriate action to protect and enforce the rights and remedies interests of the Credit Enhancer hereunderunder this Indenture. Following the payment in full of the Notes, the Credit Enhancer shall continue to have all the rights given to it under this Section and in all other provisions of this Indenture, until all amounts owing to the Credit Enhancer have been paid in full.

Subrogation and Cooperation. (a) The Issuer and the Indenture --------------------------- Trustee acknowledge that (i) to the extent the Credit Enhancer makes payments under the Credit Enhancement Instrument on account of principal of or interest on the Notes, the Credit Enhancer will be fully subrogated to the rights of such Holders to receive such principal and interest from the Issuer, and (ii) the Credit Enhancer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. The Indenture Trustee shall cooperate in all respects with any reasonable request by the Credit Enhancer for action to preserve or enforce the Credit Enhancer's rights or interest under this Indenture or the Insurance Agreement without limiting the rights of the Noteholders as otherwise set forth in the Indenture, including, without limitation, upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actions: (i) institute Proceedings for the collection of all amounts then payable on the Notes, or under this Indenture in respect to the Notes and all amounts payable under the Insurance Agreement enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales called and conducted in any manner permitted by law; (iii) file or record all Assignments that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer hereunder.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to the extent the Credit Enhancer Bond Insurer makes payments under the Credit Enhancement Instrument Bond Insurance Policy on account of principal of or interest on the NotesBonds, the Credit Enhancer Bond Insurer will be fully subrogated to the rights of such Holders to receive such principal and interest from the Issuer, and (ii) the Credit Enhancer Bond Insurer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. The Indenture Trustee shall cooperate in all respects with any reasonable request by the Credit Enhancer Bond Insurer for action to preserve or enforce the Credit EnhancerBond Insurer's rights or interest under this Indenture or the Insurance Agreement Agreement, consistent with this Indenture and without limiting the rights of the Noteholders Bondholders as otherwise set forth in the Indenture, including, without limitation, upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actions: (i) institute Proceedings for the collection of all amounts then payable on the NotesBonds, or under this Indenture in respect to the Notes Bonds and all amounts payable under the Insurance Agreement Agreement, enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales called and conducted in any manner permitted by law; (iii) file or record all Assignments that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code UCC and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer Bond Insurer hereunder; provided, however, action shall be taken pursuant to this Section 4.12 by the Indenture Trustee to preserve the Bond Insurer's rights or interest under this Agreement or the Insurance Agreement only to the extent such action is available to the Bondholders or the Bond Insurer under other provisions of this Indenture. Notwithstanding any provision of this Indenture to the contrary, so long as no Bond Insurer Default exists, the Bond Insurer shall at all times be treated as if it were the exclusive owner of all Bonds Outstanding for the purposes of all approvals, consents, waivers and the institution of any action and the direction of all remedies, and the Indenture Trustee shall act in accordance with the directions of the Bond Insurer so long as it is indemnified therefor to its reasonable satisfaction.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to the extent the Credit Enhancer makes payments under the Credit Enhancement Instrument Policy on account of principal of or interest on the NotesMortgage Loans, the Credit Enhancer will be fully subrogated to the rights of such Holders the Noteholders to receive such principal of and interest from on the IssuerMortgage Loans, and (ii) the Credit Enhancer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. The Indenture Trustee shall cooperate in all respects with any reasonable request by the Credit Enhancer for action to preserve or enforce the Credit Enhancer's rights or interest under this Indenture or the Insurance Agreement Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the Indenture, including, without limitation, including upon the occurrence and continuance of a default under the Insurance Agreement, a request (which request shall be in writing) to take any one or more of the following actions: (i) institute Proceedings for the collection of all amounts then payable on the Notes, Notes or under this Indenture in respect to the Notes and all amounts payable under the Insurance Agreement and to enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales (as defined in Section 5.15 hereof) called and conducted in any manner permitted by law; (iii) file or record all Assignments assignments that have not previously been recorded; ; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer hereunder.