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 Insurer makes payments under the Insurance Policy on account of principal of or interest on the Mortgage Loans, the Insurer will be fully subrogated to the rights of the Noteholders to receive such principal of and interest on the Mortgage Loans of the related Trust Estate, and (ii) the insurer shall be paid such principal and interest only from the sources and in the manner provided herein and in the Insurance and Indemnity 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 Insurer for action to preserve or enforce the Insurer’s rights or interest under this Indenture or the Insurance and Indemnity 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 an 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 Class A Notes or under this Indenture in respect to the Class A 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 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 UCC and take any other appropriate action to protect and enforce the rights and remedies of the Insurer hereunder. Following the payment in full of the Class A 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 Any and all Deficiency Amounts and Preference Amounts disbursed by the Indenture Trustee acknowledge that (i) from claims made under the Policy will not be considered payment by the Trust with respect to the Notes, and will not discharge the obligations of the Trust with respect thereto. The Enhancer will, upon any payment pursuant to the Policy, in furtherance and not in limitation of its equitable right of subrogation and its rights under the Insurance Agreement, to the extent it makes any payment with respect to the Insurer makes payments under the Insurance Policy on account of principal of or interest on the Mortgage LoansNotes, the Insurer will be fully become subrogated to the rights of the Noteholders any Holders to receive such principal of any and interest on the Mortgage Loans all amounts due in respect of the related Trust EstateNotes as to which such payment was made. Subject to and conditioned upon any payment with respect to the Notes by or on behalf of the Enhancer, the Indenture Trustee will assign to the Enhancer all rights to the payment of interest or principal with respect to the Notes which are then due for payment to the extent of all payments made by the Enhancer, and (ii) the insurer Enhancer may exercise any option, vote, right, power or the like with respect to the Notes to the extent that it has made payment pursuant to the Policy. To evidence such subrogation, the Note Registrar will note the Enhancer's rights as subrogee upon the register of Holders. The foregoing subrogation will in all cases be subject to the rights of the Holders to receive all Deficiency Amounts in respect of the Notes. Notwithstanding anything herein to the contrary, the Enhancer shall be paid such principal and interest only from the sources and in the manner provided herein and in the Insurance and Indemnity 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 Insurer Enhancer for action to preserve or enforce the InsurerEnhancer’s rights or interest under this Indenture or the Insurance and Indemnity 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 an Insurer Defaulta 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 Class A Notes or under this Indenture in respect to the Class A 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 (as defined in Section 5.15 hereof) called and conducted in any manner permitted by law; (iii) file or record all Assignments of Mortgages 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 UCC and take any other appropriate action to protect and enforce the rights and remedies of the Insurer Enhancer hereunder. Following the payment in full of the Class A Notes, the Insurer Enhancer 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 Enhancer have been paid in full.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to To the extent the Insurer Credit Enhancer makes payments under the Insurance Policy on account of principal of or interest on the Mortgage LoansNotes under the Policy, the Insurer Credit Enhancer will be fully subrogated to the rights of the Noteholders to receive such that principal of and interest on from the Mortgage Loans of the related Trust EstateLoan Group, any other related Collateral, and (ii) any Crossover Amounts and Subordinated Transferor Collections they are entitled to from the insurer 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 Indemnity 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 (b) 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 Insurer for action Credit Enhancer to take any of the following actions to preserve or enforce the Insurer’s rights or Credit Enhancer's interest under each of this Indenture or and the Insurance Sale and Indemnity 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 upon the occurrence and continuance of an Insurer a Credit Enhancer 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 Class A Notes or under this Indenture in with respect to the Class A 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 any part of Collateral or any portion thereof or rights or interest therein, interests in it at one or more public or private sales called and conducted in any manner permitted by law; (iii) file or record all Assignments of Mortgages 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 UCC and take any other appropriate action to protect and enforce the rights and remedies interests of the Insurer hereunderCredit Enhancer under this Indenture. Following the payment in full of the Class A Notes, the Insurer Credit Enhancer shall continue to have all the rights and privileges provided given to it under this Section 4.3 and in all other provisions of this Indenture, until all amounts owing to the Insurer 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 Insurer Credit Enhancer makes payments under the Insurance Policy on account of principal of or interest on the Mortgage LoansInsured Notes under the Policy, the Insurer Credit Enhancer will be fully subrogated to the rights of the Noteholders Holders of the Insured Notes to receive such that principal of and interest on from the Mortgage Loans of the related Trust EstateLoans, any other Collateral, and (ii) the insurer 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 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 and Indemnity Agreement for the payment of such principal and interest. (b) Agreement. The Indenture Trustee shall cooperate in all respects at the expense of the Trust with any reasonable request or direction by the Insurer for action Credit Enhancer to take any of the following actions to preserve or enforce the Insurer’s rights or Credit Enhancer's interest under each of this Indenture or and the Insurance Sale and Indemnity 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 upon the occurrence and continuance of an Insurer a Credit Enhancer 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 Class A Insured Notes or under this Indenture in with respect to the Class A 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 any part of Collateral or any portion thereof or rights or interest therein, interests in it at one or more public or private sales called and conducted in any manner permitted by law; (iii) file or record all Assignments of Mortgages 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 UCC and take any other appropriate action to protect and enforce the rights and remedies interests of the Insurer hereunderCredit Enhancer under this Indenture. Following the payment in full of the Class A Insured Notes, the Insurer Credit Enhancer shall continue to have all the rights and privileges provided given to it under this Section 4.3 and in all other provisions of this Indenture, until all amounts owing to the Insurer Credit Enhancer have been paid in full.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to the extent the Insurer makes payments under the Note Guaranty Insurance Policy on account of principal of or interest on the Mortgage Home Equity Loans, and the Insurer will be fully subrogated to the rights of the Noteholders to receive such principal of and interest on the Mortgage Home Equity Loans of the related Trust Estate, and (ii) the insurer Insurer shall be paid such principal and interest 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. (b) 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 Insurer for action to preserve or enforce the Insurer’s 's rights or interest under this Indenture or the Insurance and Indemnity 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 an 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 Class A Notes or under this Indenture in respect to the Class A 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 called and conducted in any manner permitted by law; (iii) file or record all Assignments of Mortgages 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 UCC and take any other appropriate action to protect and enforce the rights and remedies of the Insurer hereunder. Following the payment in full of the Class A 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 To the extent the Insurer Credit Enhancer makes payments under the Insurance Policy on account of principal of or interest on the Mortgage LoansNotes under the Policy, the Insurer Credit Enhancer will be fully subrogated to the rights of the Noteholders to receive such that principal of and interest on from the Mortgage Loans of the related Trust EstateLoan Group, any other related Collateral, and (ii) any Crossover Amounts and Subordinated Transferor Collections they are entitled to from the insurer 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 Indemnity 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 (b) 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 Insurer for action Credit Enhancer to take any of the following actions to preserve or enforce the Insurer’s rights or Credit Enhancer's interest under each of this Indenture or and the Insurance Sale and Indemnity 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 upon the occurrence and continuance of an Insurer a Credit Enhancer 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 Class A Notes or under this Indenture in with respect to the Class A 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 any part of Collateral or any portion thereof or rights or interest therein, interests in it at one or more public or private sales called and conducted in any manner permitted by law; (iii) file or record all Assignments of Mortgages 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 UCC and take any other appropriate action to protect and enforce the rights and remedies interests of the Insurer hereunderCredit Enhancer under this Indenture. Following the payment in full of the Class A Notes, the Insurer Credit Enhancer shall continue to have all the rights and privileges provided given to it under this Section 4.3 and in all other provisions of this Indenture, until all amounts owing to the Insurer 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 Insurer Credit Enhancer makes payments under the Insurance Policy on account of principal of or interest on the Mortgage LoansNotes under the Policy, the Insurer Credit Enhancer will be fully subrogated to the rights of the Noteholders to receive such that principal of and interest on from the Mortgage Loans of the related Trust EstateLoan Group, any other related Collateral, and (ii) any Crossover Amounts and Subordinated Transferor Collections they are entitled to from the insurer 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 Indemnity 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 (b) 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 Insurer for action Credit Enhancer to take any of the following actions to preserve or enforce the Insurer’s rights or Credit Enhancer's interest under each of this Indenture or and the Insurance Sale and Indemnity 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 upon the occurrence and continuance of an Insurer a Credit Enhancer 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 Class A Notes or under this Indenture in with respect to the Class A 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 any part of Collateral or any portion thereof or rights or interest therein, interests in it at one or more public or private sales called and conducted in any manner permitted by law; (iii) file or record all Assignments of Mortgages 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 UCC and take any other appropriate action to protect and enforce the rights and remedies interests of the Insurer hereunderCredit Enhancer under this Indenture. Following the payment in full of the Class A Notes, the Insurer Credit Enhancer shall continue to have all the rights and privileges provided given to it under this Section 4.3 and in all other provisions of this Indenture, until all amounts owing to the Insurer 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 Insurer Credit Enhancer makes payments under the Insurance Policy on account of principal of or interest on the Mortgage LoansNotes under the Policy, the Insurer Credit Enhancer will be fully subrogated to the rights of the Noteholders to receive such that principal of and interest on from the Mortgage Loans of the related Trust EstateLoan Group, any other related Collateral, and (ii) any Crossover Amounts and Subordinated Transferor Collections they are entitled to from the insurer 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 Indemnity 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 (b) 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 Insurer for action Credit Enhancer to take any of the following actions to preserve or enforce the Insurer’s rights or Credit Enhancer's interest under each of this Indenture or and the Insurance Sale and Indemnity 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 upon the occurrence and continuance of an Insurer a Credit Enhancer 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 Class A Notes or under this Indenture in with respect to the Class A 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 any part of Collateral or any portion thereof or rights or interest therein, interests in it at one or more public or private sales called and conducted in any manner permitted by law; (iii) file or record all Assignments of Mortgages 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 UCC and take any other appropriate action to protect and enforce the rights and remedies interests of the Insurer hereunderCredit Enhancer under this Indenture. Following the payment in full of the Class A Notes, the Insurer Credit Enhancer shall continue to have all the rights and privileges provided given to it under this Section 4.3 and in all other provisions of this Indenture, until all amounts owing to the Insurer 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 Insurer Credit Enhancer makes payments under the Insurance Policy on account of principal of or interest on the Mortgage LoansNotes under the Policy, the Insurer Credit Enhancer will be fully subrogated to the rights of the Noteholders to receive such that principal of and interest on from the Mortgage Loans of the related Trust EstateLoan Group, any other related Collateral, and (ii) any Crossover Amounts and Subordinated Transferor Collections they are entitled to from the insurer 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 Indemnity 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 (b) 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 Insurer for action Credit Enhancer to take any of the following actions to preserve or enforce the Insurer’s rights or Credit Enhancer's interest under each of this Indenture or and the Insurance Sale and Indemnity 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 upon the occurrence and continuance of an Insurer a Credit Enhancer 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 Class A Notes or under this Indenture in with respect to the Class A 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 any part of Collateral or any portion thereof or rights or interest therein, interests in it at one or more public or private sales called and conducted in any manner permitted by law; (iii) file or record all Assignments of Mortgages 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 UCC and take any other appropriate action to protect and enforce the rights and remedies interests of the Insurer hereunderCredit Enhancer under this Indenture. Following the payment in full of the Class A Notes, the Insurer Credit Enhancer shall continue to have all the rights and privileges provided given to it under this Section 4.3 and in all other provisions of this Indenture, until all amounts owing to the Insurer Credit Enhancer have been paid in full.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge and each Senior Noteholder by the acceptance of its Note agrees that (i) to the extent the Insurer Enhancer makes payments under the Insurance Policy on account of principal of or interest on the Mortgage LoansSenior Notes, the Insurer Enhancer will be fully subrogated to the rights of the Senior Noteholders to receive such principal of and interest on the Mortgage Loans of the related Trust Estateinterest, and (ii) the insurer Enhancer shall be paid such principal and interest only from the sources and in the manner provided herein and in the Insurance and Indemnity 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 Insurer Enhancer for action to preserve or enforce the InsurerEnhancer’s rights or interest under this Indenture or the Insurance and Indemnity Agreement, consistent with this Indenture and without limiting the rights of the Senior Noteholders as otherwise set forth in the Indenture, including without limitation upon the occurrence and continuance of an Insurer Defaulta 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 Class A Notes or under this Indenture in respect to the Class A Senior 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 (as defined in Section 5.15 hereof) called and conducted in any manner permitted by law; (iii) file or record all Assignments of Mortgages 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 UCC and take any other appropriate action to protect and enforce the rights and remedies of the Insurer Enhancer hereunder. Following the payment in full of the Class A Senior Notes, the Insurer Enhancer 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 Enhancer have been paid in fullfull 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 Any and all Deficiency Amounts and Preference Amounts disbursed by the Indenture Trustee acknowledge that (i) from claims made under the Policy will not be considered payment by the Trust with respect to the Notes, and will not discharge the obligations of the Trust with respect thereto. The Enhancer will, upon any payment pursuant to the Policy, in furtherance and not in limitation of its equitable right of subrogation and its rights under the Insurance Agreement, to the extent it makes any payment with respect to the Insurer makes payments under the Insurance Policy on account of principal of or interest on the Mortgage LoansNotes, the Insurer will be fully become subrogated to the rights of the Noteholders any Holders to receive such principal of any and interest on the Mortgage Loans all amounts due in respect of the related Trust EstateNotes as to which such payment was made. Subject to and conditioned upon any payment with respect to the Notes by or on behalf of the Enhancer, the Paying Agent will assign to the Enhancer all rights to the payment of interest or principal with respect to the Notes which are then due for payment to the extent of all payments made by the Enhancer, and (ii) the insurer Enhancer may exercise any option, vote, right, power or the like with respect to the Notes to the extent that it has made payment pursuant to the Policy. To evidence such subrogation, the Note Registrar will note the Enhancer's rights as subrogee upon the register of Holders. The foregoing subrogation will in all cases be subject to the rights of the Holders to receive all Deficiency Amounts in respect of the Notes. Notwithstanding anything herein to the contrary, the Enhancer shall be paid such principal and interest only from the sources and in the manner provided herein and in the Insurance and Indemnity Agreement for the payment of such principal and interest. (b) . The Indenture Trustee and the Paying Agent shall cooperate in all respects with any reasonable request or direction by the Insurer Enhancer for action to preserve or enforce the Insurer’s Enhancer's rights or interest under this Indenture or the Insurance and Indemnity 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 an Insurer Defaulta 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 Class A Notes or under this Indenture in respect to the Class A 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 (as defined in Section 5.15 hereof) called and conducted in any manner permitted by law; (iii) file or record all Assignments of Mortgages Mortgage that have not previously been recorded, if filing is required in accordance with the Servicing Agreement; (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 UCC and take any other appropriate action to protect and enforce the rights and remedies of the Insurer Enhancer hereunder. Following the payment in full of the Class A Notes, the Insurer Enhancer 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 Enhancer have been paid in full.

Subrogation and Cooperation. (a) Any and all Deficiency Amounts and Preference Amounts disbursed by the Trustee from claims made under the Policy will not be considered payment by the Trust with respect to the Class A Certificates, and will not discharge the obligations of the Issuer with respect thereto. The Issuer Insurer will, upon any payment pursuant to the Policy, in furtherance and not in limitation of its equitable right of subrogation and its rights under the Indenture Trustee acknowledge that (i) Insurance Agreement, to the extent it makes any payment with respect to the Insurer makes payments under the Insurance Policy on account of principal of or interest on the Mortgage LoansClass A Certificates, the Insurer will be fully become subrogated to the rights of the Noteholders any Class A Certificateholders to receive such principal of any and interest on the Mortgage Loans all amounts due in respect of the related Trust EstateClass A Certificates as to which such payment was made. Subject to and conditioned upon any payment with respect to the Class A Certificates by or on behalf of the Insurer, the Trustee will assign to the Insurer all rights to the payment of interest or principal with respect to the Class A Certificates which are then due for payment to the extent of all payments made by the Insurer, and (ii) the insurer Insurer may exercise any option, vote, right, power or the like with respect to the Class A Certificates to the extent that it has made payment pursuant to the Policy. To evidence such subrogation, the Certificate Registrar will note the Insurer's rights as subrogee upon the register of Class A Certificateholders. The foregoing subrogation will in all cases be subject to the rights of the Class A Certificateholders to receive all Deficiency Amounts in respect of the Class A Certificates. Notwithstanding anything herein to the contrary, the Insurer shall be paid such principal and interest only from the sources and in the manner provided herein and in the Insurance and Indemnity 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 Insurer for action to preserve or enforce the Insurer’s 's rights or interest under this Indenture Agreement or the Insurance and Indemnity Agreement, consistent with the this Indenture Agreement and without limiting the rights of the Noteholders Class A Certificateholders as otherwise set forth in the Indenturethis Agreement, including without limitation upon the occurrence and continuance of an Insurer DefaultEvent of Default hereunder, 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 Class A Notes or under this Indenture Certificates hereunder in respect to the Class A Notes Certificates and all amounts payable under the Insurance and Indemnity Agreement and to enforce any judgment obtained and collect from the Issuer Depositor monies adjudged due; (ii) sell the Trust Estate Fund 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 assignments of Mortgages Mortgage that have not previously been recorded; (iv) institute Proceedings from time to time for , if filing is required in accordance with the complete or partial foreclosure of this IndentureSection 2.1; and (viv) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Insurer hereunder. . (c) Following the payment in full of the Class A NotesCertificates, 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, Agreement until all amounts owing to the Insurer under the Insurance Agreement have been paid in full.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) to To the extent the Insurer Credit Enhancer makes payments under the Insurance Policy on account of principal of or interest on the Mortgage LoansNotes under the Policy, the Insurer Credit Enhancer will be fully subrogated to the rights of the Noteholders to receive such that principal of and interest on from the Mortgage Loans of the related Trust EstateLoan Group, any other related Collateral, and (ii) any Crossover Amounts and Subordinated Transferor Collections they are entitled to from the insurer 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 Indemnity Servicing Agreement for the payment of such that principal and interest. (b) . 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 Insurer for action Credit Enhancer to take any of the following actions to preserve or enforce the Insurer’s rights or Credit Enhancer's interest under each of this Indenture or and the Insurance Sale and Indemnity 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 upon the occurrence and continuance of an Insurer a Credit Enhancer 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 Class A Notes or under this Indenture in with respect to the Class A 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 any part of Collateral or any portion thereof or rights or interest therein, interests in it at one or more public or private sales called and conducted in any manner permitted by law; (iii) file or record all Assignments of Mortgages 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 UCC and take any other appropriate action to protect and enforce the rights and remedies interests of the Insurer hereunderCredit Enhancer under this Indenture. Following the payment in full of the Class A Notes, the Insurer Credit Enhancer shall continue to have all the rights and privileges provided given to it under this Section 4.3 and in all other provisions of this Indenture, until all amounts owing to the Insurer Credit Enhancer have been paid in full.