Common use of Subrogation and Cooperation Clause in Contracts

Subrogation and Cooperation. (a) To the extent the Credit Enhancer makes payments of principal or interest on the Notes under the Policy, the Credit Enhancer will be fully subrogated to the rights of the Noteholders to receive that principal and interest from the Mortgage Loans and any other Collateral, and the Credit Enhancer shall be paid that principal and interest, but only from the sources and in the manner provided in this Indenture, the Sale and Servicing Agreement, and the Insurance Agreement for the payment of 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, in the Sale and Servicing Agreement, and in the Insurance Agreement. The Indenture Trustee shall cooperate in all respects with any reasonable request or direction by the Credit Enhancer to take any of the following actions to preserve or enforce the Credit Enhancer's interest under this Indenture or the Sale and Servicing Agreement, consistent with this Indenture and without limiting the rights of the Noteholders under this Indenture, including upon the occurrence and continuance of a Credit Enhancer Default: (i) institute Proceedings for the collection of all amounts then payable on the Notes or under this Indenture 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 any part of Collateral or 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 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 interests of the Credit Enhancer under 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) To 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 Bond Insurance Policy on account of principal of or interest on the Notes under the PolicyBonds, the Credit Enhancer Bond Insurer will be fully subrogated to the rights of the Noteholders such Holders to receive that such principal and interest from the Mortgage Loans and any other CollateralIssuer, and (ii) the Credit Enhancer Bond Insurer shall be paid that such principal and interest, interest but only from the sources and in the manner provided herein and in this Indenture, the Sale and Servicing Agreement, and the Insurance Agreement for the payment of that such principal and interest. Any payment Insured Payments disbursed by the Indenture Trustee from proceeds of principal or interest on the Notes made with moneys received under 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 Notes from Issuer with respect to 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, in the Sale and Servicing Agreementamounts thereof, and in the Insurance AgreementBond Insurer shall become the owner of such amounts as the deemed subrogee of such Bondholders. The So long as no Bond Insurer Default exists, the Indenture Trustee shall cooperate in all respects with any reasonable request or direction by the Credit Enhancer to take any of the following actions Bond Insurer for action to preserve or enforce the Credit EnhancerBond Insurer's rights or interest under this Indenture or the Sale and Servicing Insurance Agreement, consistent with this Indenture and without limiting the rights of the Noteholders under this Bondholders as otherwise set forth in the Indenture, including including, without limitation, upon the occurrence and continuance of a Credit Enhancer Defaultdefault 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 Bonds, or under this Indenture with in respect to the Notes Bonds and all amounts payable under the Insurance Agreement and to Agreement, enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate or any part of Collateral portion thereof or interests in it 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 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 UCC and take any other appropriate action to protect and enforce the interests 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 Indenture. Following Agreement or the payment in full of Insurance Agreement only to the Notes, extent such action is available to the Credit Enhancer shall continue to have all Bondholders or the rights given to it Bond Insurer under this Section and in all other provisions of this Indenture, until all amounts owing . Notwithstanding any provision of this Indenture to the Credit Enhancer have been paid 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 full.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

Subrogation and Cooperation. (a) To Any and all Deficiency Amounts and Preference Amounts disbursed by the extent Indenture Trustee from claims made under the Credit 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 makes payments of principal or interest on the Notes under 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 Credit Enhancer will be fully Insurance Agreement, to the extent it makes any payment with respect to the Notes, become subrogated to the rights of the Noteholders any Holders to receive that any and all amounts due in respect of the Notes 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 and interest from with respect to the Mortgage Loans and any other CollateralNotes which are then due for payment to the extent of all payments made by the Enhancer, and the Credit 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 that such principal and interest, but interest only from the sources and in the manner provided herein and in this Indenture, the Sale and Servicing Agreement, and the Insurance Agreement for the payment of that such 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, in the Sale and Servicing Agreement, and in the Insurance Agreement. The Indenture Trustee and the Paying Agent shall cooperate in all respects with any reasonable request or direction by the Credit Enhancer to take any of the following actions for action to preserve or enforce the Credit Enhancer's rights or interest under this Indenture or the Sale and Servicing Insurance Agreement, consistent with this Indenture and without limiting the rights of the Noteholders under this as otherwise set forth in the Indenture, including upon the occurrence and continuance of an event of default under the Insurance Agreement, a Credit Enhancer Defaultrequest (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 or under this Indenture with 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 part of Collateral portion thereof or interests in it 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 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 interests rights and remedies of the Credit Enhancer under this Indenturehereunder. Following the payment in full of the Notes, the Credit Enhancer shall continue to have all the rights given 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) To Any and all Deficiency Amounts and Preference Amounts disbursed by the extent Trustee from claims made under the Credit Enhancer makes payments Policy will not be considered payment by the Trust with respect to the Class A Certificates, and will not discharge the obligations of principal or interest on the Notes under Issuer with respect thereto. The 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 Credit Enhancer will be fully Insurance Agreement, to the extent it makes any payment with respect to the Class A Certificates, become subrogated to the rights of the Noteholders any Class A Certificateholders to receive any and all amounts due in respect of the Class 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 the 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 from the Mortgage Loans and any other Collateral, and the Credit Enhancer shall be paid that principal and interest, but only from the sources and in the manner provided herein and in this Indenture, the Sale and Servicing Agreement, and the Insurance Agreement for the payment of that such 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. (b) The Credit Enhancer shall be paid principal and interest from Mortgage Loans only from the sources and in the manner provided in this Indenture, in the Sale and Servicing Agreement, and in the Insurance Agreement. The Indenture Trustee shall cooperate in all respects with any reasonable request or direction by the Credit Enhancer to take any of the following actions Insurer for action to preserve or enforce the Credit EnhancerInsurer's rights or interest under this Indenture Agreement or the Sale and Servicing Insurance Agreement, consistent with the this Indenture Agreement and without limiting the rights of the Noteholders under Class A Certificateholders as otherwise set forth in this IndentureAgreement, including upon the occurrence and continuance of an Event of Default hereunder, a Credit Enhancer Defaultrequest (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 or under this Indenture with Class A Certificates hereunder in respect to the Notes Class A Certificates and all amounts payable under the Insurance Agreement and to enforce any judgment obtained and collect from the Issuer Depositor monies adjudged due; (ii) sell the Trust Fund or any part of Collateral portion thereof or interests in it 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 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 interests rights and remedies of the Credit Enhancer under this Indenture. Insurer hereunder. (c) Following the payment in full of the NotesClass A Certificates, the Credit Enhancer Insurer shall continue to have all the rights given and privileges provided to it under this Section and in all other provisions of this Indenture, Agreement until all amounts owing to the Credit Enhancer Insurer under the Insurance Agreement have been paid in full.

Subrogation and Cooperation. (a) To the extent the Credit Enhancer makes payments of principal or interest on the Notes under the Policy, the Credit Enhancer will be fully subrogated to the rights of the Noteholders to receive that principal and interest from the Mortgage Loans of the related Loan Group, any other related Collateral, and any Crossover Amounts and Subordinated Transferor Collections they are entitled to from the other CollateralLoan Group, and the Credit Enhancer shall be paid that principal and interest, but only from the sources and in the manner provided in this Indenture, Indenture and the Sale and Servicing Agreement, and the Insurance Agreement for the payment of that principal and interest. Any payment of principal or interest on the a Class of Notes made with moneys received under the Policy shall not be considered payment of the 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 the Notes under that Class of Section 4. 014.01. The Credit Enhancer shall be paid principal and interest from Mortgage Loans only from the sources and in the manner provided in this Indenture, in the Sale and Servicing Agreement, Indenture and in the Insurance Agreement. The Indenture Trustee shall cooperate in all respects with any reasonable request or direction by the Credit Enhancer to take any of the following actions to preserve or enforce the Credit Enhancer's interest under each of this Indenture or and the Sale and Servicing Agreement, consistent with this Indenture and without limiting the rights of the Noteholders under this Indenture, including upon the occurrence and continuance of a Credit Enhancer Default: (i) institute Proceedings for the collection of all amounts then payable on the Notes or under this Indenture 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 any part of Collateral or 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 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 interests of the Credit Enhancer under 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) To the extent the Credit Enhancer makes payments of principal or interest on the Notes under the Policy, the Credit Enhancer will be fully subrogated to the rights of the Noteholders to receive that principal and interest from the Mortgage Loans of the related Loan Group, any other related Collateral, and any Crossover Amounts and Subordinated Transferor Collections they are entitled to from the other Collateral, Loan Group and the Credit Enhancer shall be paid that principal and interest, but only from the sources and in the manner provided in this Indenture, Indenture and the Sale and Servicing Agreement, and the Insurance Agreement for the payment of that principal and interest. Any payment of principal or interest on the a Class of Notes made with moneys received under the Policy shall not be considered payment of the 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 the that Class of Notes under Section 4.Section 014.01. The Credit Enhancer shall be paid principal and interest from Mortgage Loans only from the sources and in the manner provided in this Indenture, in the Sale and Servicing Agreement, Indenture and in the Insurance Agreement. The Indenture Trustee shall cooperate in all respects with any reasonable request or direction by the Credit Enhancer to take any of the following actions to preserve or enforce the Credit Enhancer's interest under each of this Indenture or and the Sale and Servicing Agreement, consistent with this Indenture and without limiting the rights of the Noteholders under this Indenture, including upon the occurrence and continuance of a Credit Enhancer Default: (i) institute Proceedings for the collection of all amounts then payable on the Notes or under this Indenture 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 any part of Collateral or 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 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 interests of the Credit Enhancer under 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) To The Issuer and the Indenture Trustee acknowledge that (i) to the extent the Credit Enhancer Insurer makes payments under the Insurance Policy on account of principal of or interest on the Notes under the PolicyMortgage Loans, the Credit Enhancer Insurer will be fully subrogated to the rights of the Noteholders to receive that 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 from the Mortgage Loans and any other Collateral, and the Credit Enhancer shall be paid that principal and interest, but only from the sources and in the manner provided herein and in this Indenture, the Sale and Servicing Agreement, and the Insurance and Indemnity Agreement for the payment of that such 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, in the Sale and Servicing Agreement, and in the Insurance Agreement. (b) The Indenture Trustee shall cooperate in all respects with any reasonable request or direction by the Credit Enhancer to take any of the following actions Insurer for action to preserve or enforce the Credit Enhancer's Insurer’s rights or interest under this Indenture or the Sale Insurance and Servicing Indemnity Agreement, consistent with this Indenture and without limiting the rights of the Noteholders under this as otherwise set forth in the Indenture, including without limitation upon the occurrence and continuance of an Insurer Default, a Credit Enhancer Defaultrequest 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 with 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 part of Collateral portion thereof or interests in it 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 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 interests rights and remedies of the Credit Enhancer under this IndentureInsurer hereunder. Following the payment in full of the Class A Notes, the Credit Enhancer Insurer shall continue to have all the rights given and privileges provided to it under this Section 4.3 and in all other provisions of this Indenture, until all amounts owing to the Credit Enhancer Insurer have been paid in full.

Subrogation and Cooperation. (a) To the extent the Credit Enhancer makes payments of principal or interest on the Notes under the Policy, the Credit Enhancer will be fully subrogated to the rights of the Noteholders to receive that principal and interest from the Mortgage Loans of the related Loan Group, any other related Collateral, and any Crossover Amounts and Subordinated Transferor Collections they are entitled to from the other Collateral, Loan Group and the Credit Enhancer shall be paid that principal and interest, but only from the sources and in the manner provided in this Indenture, Indenture and the Sale and Servicing Agreement, and the Insurance Agreement for the payment of that principal and interest. Any payment of principal or interest on the a Class of Notes made with moneys received under the Policy shall not be considered payment of the 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 the that Class of Notes under Section 4. 014.01. The Credit Enhancer shall be paid principal and interest from Mortgage Loans only from the sources and in the manner provided in this Indenture, in the Sale and Servicing Agreement, Indenture and in the Insurance Agreement. The Indenture Trustee shall cooperate in all respects with any reasonable request or direction by the Credit Enhancer to take any of the following actions to preserve or enforce the Credit Enhancer's interest under each of this Indenture or and the Sale and Servicing Agreement, consistent with this Indenture and without limiting the rights of the Noteholders under this Indenture, including upon the occurrence and continuance of a Credit Enhancer Default: (i) institute Proceedings for the collection of all amounts then payable on the Notes or under this Indenture 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 any part of Collateral or 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 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 interests of the Credit Enhancer under 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) To the extent the Credit Enhancer makes payments of principal or interest on the Notes under the Policy, the Credit Enhancer will be fully subrogated to the rights of the Noteholders to receive that principal and interest from the Mortgage Loans and any other Collateral, and the Credit Enhancer shall be paid that principal and interest, but only from the sources and in the manner provided in this Indenture, the Sale and Servicing Agreement, and the Insurance Agreement for the payment of 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. 014.01. The Credit Enhancer shall be paid principal and interest from Mortgage Loans only from the sources and in the manner provided in this Indenture, in the Sale and Servicing Agreement, and in the Insurance Agreement. The Indenture Trustee shall cooperate in all respects with any reasonable request or direction by the Credit Enhancer to take any of the following actions to preserve or enforce the Credit Enhancer's interest under this Indenture or the Sale and Servicing Agreement, consistent with this Indenture and without limiting the rights of the Noteholders under this Indenture, including upon the occurrence and continuance of a Credit Enhancer Default: (i) institute Proceedings for the collection of all amounts then payable on the Notes or under this Indenture 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 any part of Collateral or 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 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 interests of the Credit Enhancer under 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) To the extent the Credit Enhancer makes payments of principal or interest on the Notes under the Policy, the Credit Enhancer will be fully subrogated to the rights of the Noteholders to receive that principal and interest from the Mortgage Loans of the related Loan Group, any Crossover Amounts and Subordinated Transferor Collections they are entitled to from the other Loan Group, and any other related Collateral, and the Credit Enhancer shall be paid that principal and interest, but only from the sources and in the manner provided in this Indenture, Indenture and the Sale and Servicing Agreement, and the Insurance Agreement for the payment of that principal and interest. Any payment of principal or interest on the a Class of Notes made with moneys received under the Policy shall not be considered payment of the 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 the that Class of Notes under Section 4.Section 014.01. The Credit Enhancer shall be paid principal and interest from Mortgage Loans only from the sources and in the manner provided in this Indenture, in the Sale and Servicing Agreement, Indenture and in the Insurance Agreement. The Indenture Trustee shall cooperate in all respects with any reasonable request or direction by the Credit Enhancer to take any of the following actions to preserve or enforce the Credit Enhancer's interest under each of this Indenture or and the Sale and Servicing Agreement, consistent with this Indenture and without limiting the rights of the Noteholders under this Indenture, including upon the occurrence and continuance of a Credit Enhancer Default: (i) institute Proceedings for the collection of all amounts then payable on the Notes or under this Indenture 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 any part of Collateral or 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 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 interests of the Credit Enhancer under 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) To The Issuer and the Indenture Trustee acknowledge and each Senior Noteholder by the acceptance of its Note agrees that (i) to the extent the Credit Enhancer makes payments under the Policy on account of principal of or interest on the Notes under the PolicySenior Notes, the Credit Enhancer will be fully subrogated to the rights of the Senior Noteholders to receive that such principal and interest from the Mortgage Loans and any other Collateralinterest, and (ii) the Credit Enhancer shall be paid that such principal and interest, but interest only from the sources and in the manner provided herein and in this Indenture, the Sale and Servicing Agreement, and the Insurance Agreement for the payment of that such 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, in the Sale and Servicing Agreement, and in the Insurance Agreement. The Indenture Trustee shall cooperate in all respects with any reasonable request or direction by the Credit Enhancer to take any of the following actions for action to preserve or enforce the Credit Enhancer's ’s rights or interest under this Indenture or the Sale and Servicing Insurance Agreement, consistent with this Indenture and without limiting the rights of the Senior Noteholders under this as otherwise set forth in the Indenture, including upon the occurrence and continuance of a Credit Enhancer Default: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 (subject to Article VI hereof): (i) institute Proceedings for the collection of all amounts then payable on the Notes or under this Indenture with in respect to the Senior 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 part of Collateral portion thereof or interests in it 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 Mortgage 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 interests rights and remedies of the Credit Enhancer under this Indenturehereunder. Following the payment in full of the Senior Notes, the Credit Enhancer shall continue to have all the rights given 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 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) To the extent the Credit Enhancer makes payments of principal or interest on the Notes under the Policy, the Credit Enhancer will be fully subrogated to the rights of the Noteholders to receive that principal and interest from the Mortgage Loans of the related Loan Group, any other related Collateral, and any Crossover Amounts and Subordinated Transferor Collections they are entitled to from the other CollateralLoan Group, and the Credit Enhancer shall be paid that principal and interest, but only from the sources and in the manner provided in this Indenture, Indenture and the Sale and Servicing Agreement, and the Insurance Agreement for the payment of that principal and interest. Any payment of principal or interest on the a Class of Notes made with moneys received under the Policy shall not be considered payment of the 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 the Notes under Section 4.that Class of 014.01. The Credit Enhancer shall be paid principal and interest from Mortgage Loans only from the sources and in the manner provided in this Indenture, in the Sale and Servicing Agreement, Indenture and in the Insurance Agreement. The Indenture Trustee shall cooperate in all respects with any reasonable request or direction by the Credit Enhancer to take any of the following actions to preserve or enforce the Credit Enhancer's interest under each of this Indenture or and the Sale and Servicing Agreement, consistent with this Indenture and without limiting the rights of the Noteholders under this Indenture, including upon the occurrence and continuance of a Credit Enhancer Default: (i) institute Proceedings for the collection of all amounts then payable on the Notes or under this Indenture 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 any part of Collateral or 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 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 interests of the Credit Enhancer under 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) To the extent the Credit Enhancer makes payments of principal or interest on the Notes under the Policy, the Credit Enhancer will be fully subrogated to the rights of the Noteholders to receive that principal and interest from the Mortgage Loans of the related Loan Group, any other related Collateral, and any Crossover Amounts and Subordinated Transferor Collections they are entitled to from the other Collateral, Loan Group and the Credit Enhancer shall be paid that principal and interest, but only from the sources and in the manner provided in this Indenture, Indenture and the Sale and Servicing Agreement, and the Insurance Agreement for the payment of that principal and interest. Any payment of principal or interest on the a Class of Notes made with moneys received under the Policy shall not be considered payment of the 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 the Notes under that Class of Section 4. 014.01. The Credit Enhancer shall be paid principal and interest from Mortgage Loans only from the sources and in the manner provided in this Indenture, in the Sale and Servicing Agreement, Indenture and in the Insurance Agreement. The Indenture Trustee shall cooperate in all respects with any reasonable request or direction by the Credit Enhancer to take any of the following actions to preserve or enforce the Credit Enhancer's interest under each of this Indenture or and the Sale and Servicing Agreement, consistent with this Indenture and without limiting the rights of the Noteholders under this Indenture, including upon the occurrence and continuance of a Credit Enhancer Default: (i) institute Proceedings for the collection of all amounts then payable on the Notes or under this Indenture 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 any part of Collateral or 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 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 interests of the Credit Enhancer under 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) To the extent the Credit Enhancer makes payments of principal or interest on the Insured Notes under the Policy, the Credit Enhancer will be fully subrogated to the rights of the Noteholders Holders of the Insured Notes to receive that principal and interest from the Mortgage Loans and Loans, any other Collateral, and the Credit Enhancer shall be paid that principal and interest, but only from the sources and in the manner provided in this Indenture, Indenture and the Sale and Servicing Agreement, and the Insurance Agreement for the payment of 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 the assets of the Trust from the sources and in the manner provided in this Indenture, in the Sale and Servicing Agreement, 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 to take any of the following actions to preserve or enforce the Credit Enhancer's interest under each of this Indenture or and the Sale and Servicing Agreement, consistent with this Indenture and without limiting the rights of the Noteholders under this Indenture, including upon the occurrence and continuance of a Credit Enhancer Default: (i) institute Proceedings for the collection of all amounts then payable on the Insured Notes or under this Indenture 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 any part of Collateral or 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 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 interests of the Credit Enhancer under 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) To Any and all Deficiency Amounts and Preference Amounts disbursed by the extent Indenture Trustee from claims made under the Credit 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 makes payments of principal or interest on the Notes under 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 Credit Enhancer will be fully Insurance Agreement, to the extent it makes any payment with respect to the Notes, become subrogated to the rights of the Noteholders any Holders to receive that any and all amounts due in respect of the Notes 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 and interest from with respect to the Mortgage Loans and any other CollateralNotes which are then due for payment to the extent of all payments made by the Enhancer, and the Credit 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 that such principal and interest, but interest only from the sources and in the manner provided herein and in this Indenture, the Sale and Servicing Agreement, and the Insurance Agreement for the payment of that such 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, in the Sale and Servicing Agreement, and in the Insurance Agreement. The Indenture Trustee and the Paying Agent shall cooperate in all respects with any reasonable request or direction by the Credit Enhancer to take any of the following actions for action to preserve or enforce the Credit Enhancer's rights or interest under this Indenture or the Sale and Servicing Insurance Agreement, consistent with this Indenture and without limiting the rights of the Noteholders under this as otherwise set forth in the Indenture, including upon the occurrence and continuance of a Credit Enhancer Defaultdefault 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 or under this Indenture with 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 part of Collateral portion thereof or interests in it 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 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 interests rights and remedies of the Credit Enhancer under this Indenturehereunder. Following the payment in full of the Notes, the Credit Enhancer shall continue to have all the rights given 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) To The Issuer and the Indenture Trustee acknowledge that (i) to the extent the Credit Enhancer Insurer makes payments under the Note Guaranty Insurance Policy on account of principal of or interest on the Notes under Home Equity Loans, and the Policy, the Credit Enhancer Insurer will be fully subrogated to the rights of the Noteholders to receive that such principal of and interest on the Home Equity Loans of the related Trust Estate, and (ii) the Insurer shall be paid such principal and interest from the Mortgage Loans and any other Collateral, and the Credit Enhancer shall be paid that principal and interest, but only from the sources and in the manner provided in this Indenture, the Sale and Servicing Agreement, and the Insurance Agreement for the payment of 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 Indentureherein, in the Sale and Servicing Agreement, and in the Insurance AgreementAgreement 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 to take any of the following actions Insurer for action to preserve or enforce the Credit EnhancerInsurer's rights or interest under this Indenture or the Sale and Servicing Insurance Agreement, consistent with this Indenture and without limiting the rights of the Noteholders under this as otherwise set forth in the Indenture, including without limitation upon the occurrence and continuance of an Insurer Default, a Credit Enhancer Defaultrequest 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 with 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 part of Collateral portion thereof or interests in it 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 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 interests rights and remedies of the Credit Enhancer under this IndentureInsurer hereunder. Following the payment in full of the Notes, the Credit Enhancer Insurer shall continue to have all the rights given and privileges provided to it under this Section 4.3 and in all other provisions of this Indenture, until all amounts owing to the Credit Enhancer Insurer have been paid in full.

Subrogation and Cooperation. (a) To Any and all Deficiency Amounts and Preference Amounts disbursed by the extent Indenture Trustee from claims made under the Credit 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 makes payments of principal or interest on the Notes under 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 Credit Enhancer will be fully Insurance Agreement, to the extent it makes any payment with respect to the Notes, become subrogated to the rights of the Noteholders any Holders to receive that any and all amounts due in respect of the Notes 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 and interest from with respect to the Mortgage Loans and any other CollateralNotes which are then due for payment to the extent of all payments made by the Enhancer, and the Credit 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 that such principal and interest, but interest only from the sources and in the manner provided herein and in this Indenture, the Sale and Servicing Agreement, and the Insurance Agreement for the payment of that such 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, in the Sale and Servicing Agreement, and in the Insurance Agreement. The Indenture Trustee shall cooperate in all respects with any reasonable request or direction by the Credit Enhancer to take any of the following actions for action to preserve or enforce the Credit Enhancer's ’s rights or interest under this Indenture or the Sale and Servicing Insurance Agreement, consistent with this Indenture and without limiting the rights of the Noteholders under this as otherwise set forth in the Indenture, including upon the occurrence and continuance of a Credit Enhancer Defaultdefault 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 or under this Indenture with 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 part of Collateral portion thereof or interests in it 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 Mortgage 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 interests rights and remedies of the Credit Enhancer under this Indenturehereunder. Following the payment in full of the Notes, the Credit Enhancer shall continue to have all the rights given 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.