Common use of Subrogation and Cooperation Clause in Contracts

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

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

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

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge (and each Bondholder by acceptance of its Bond hereby agrees) that (i) to To the extent the Bond Insurer Credit Enhancer makes payments under the Bond Insurance Policy on account of principal of or interest on the BondsNotes under the Policy, the Bond Insurer Credit Enhancer will be fully subrogated to the rights of such Holders the Noteholders to receive such that principal and interest from the IssuerMortgage Loans of the related Loan Group, any other related Collateral, and (ii) any Crossover Amounts and Subordinated Transferor Collections they are entitled to from the Bond 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 Servicing Agreement for the payment of such that principal and interest. Insured Payments disbursed by Any payment of principal or interest on a Class of Notes made with moneys received under the Indenture Trustee from proceeds of the Bond Insurance Policy shall not be considered payment by of that Class of Notes from the Issuer with respect to Trust and shall not result in the Bonds, nor shall such disbursement payment of such Insured Payments discharge or the obligations provision for the payment of the Issuer with respect to principal or interest on that Class of 4.01. The Credit Enhancer shall be paid principal and interest from Mortgage Loans only from the amounts thereof, sources and in the Bond Insurer shall become manner provided in this Indenture and in the owner of such amounts as the deemed subrogee of such BondholdersInsurance Agreement. So long as no Bond Insurer Default exists, the The Indenture Trustee shall cooperate in all respects with any reasonable request or direction by the Bond Insurer for action Credit Enhancer to take any of the following actions to preserve or enforce the Bond InsurerCredit Enhancer's rights or interest under each of this Indenture or and the Insurance Sale and Servicing Agreement, consistent with this Indenture and without limiting the rights of the Bondholders as otherwise set forth in the Noteholders under this Indenture, including, without limitation, including upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actionsCredit Enhancer Default: (i) institute Proceedings for the collection of all amounts then payable on the Bonds, Notes or under this Indenture in with respect to the Bonds Notes and all amounts payable under the Insurance Agreement, Agreement and to enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate any part of Collateral or any portion thereof or rights or interest therein, interests in it at one or more public or private Sales sales called and conducted in any manner permitted by law; (iii) file or record all Assignments of Mortgage that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies interests of the Bond Insurer hereunder; providedCredit Enhancer under this Indenture. Following the payment in full of the Notes, however, action the Credit Enhancer shall be taken pursuant continue to have all the rights given to it under this Section 4.12 by the Indenture Trustee to preserve the Bond Insurer's rights or interest under this Agreement or the Insurance Agreement only to the extent such action is available to the Bondholders or the Bond Insurer under and in all other provisions of this Indenture. Notwithstanding any provision of this Indenture , until all amounts owing to the contrary, so long as no Bond Insurer Default exists, the Bond Insurer shall at all times be treated as if it were the exclusive Bondholder for the purposes of all approvals, consents, waivers and the institution of any action and the direction of all remedies hereunder, and the Indenture Trustee shall act Credit Enhancer have been paid in accordance with the directions of the Bond Insurer so long as it is indemnified therefor to its reasonable satisfaction; provided, however, that the provisions of the first paragraph of Section 5.06 shall not apply to thefull.

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

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

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge (and each Bondholder by acceptance of its Bond hereby agrees) that (i) to To the extent the Bond Insurer Credit Enhancer makes payments under the Bond Insurance Policy on account of principal of or interest on the BondsNotes under the Policy, the Bond Insurer Credit Enhancer will be fully subrogated to the rights of such Holders the Noteholders to receive such that principal and interest from the IssuerMortgage Loans of the related Loan Group, any other related Collateral, and (ii) any Crossover Amounts and Subordinated Transferor Collections they are entitled to from the Bond 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 Servicing Agreement for the payment of such that principal and interest. Insured Payments disbursed by Any payment of principal or interest on a Class of Notes made with moneys received under the Indenture Trustee from proceeds of the Bond Insurance Policy shall not be considered payment by of that Class of Notes from the Issuer with respect to Trust and shall not result in the Bonds, nor shall such disbursement payment of such Insured Payments discharge or the obligations provision for the payment of the Issuer with respect to principal or interest on that Class of Section 4.01. The Credit Enhancer shall be paid principal and interest from Mortgage Loans only from the amounts thereof, sources and in the Bond Insurer shall become manner provided in this Indenture and in the owner of such amounts as the deemed subrogee of such BondholdersInsurance Agreement. So long as no Bond Insurer Default exists, the The Indenture Trustee shall cooperate in all respects with any reasonable request or direction by the Bond Insurer for action Credit Enhancer to take any of the following actions to preserve or enforce the Bond InsurerCredit Enhancer's rights or interest under each of this Indenture or and the Insurance Sale and Servicing Agreement, consistent with this Indenture and without limiting the rights of the Bondholders as otherwise set forth in the Noteholders under this Indenture, including, without limitation, including upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actionsCredit Enhancer Default: (i) institute Proceedings for the collection of all amounts then payable on the Bonds, Notes or under this Indenture in with respect to the Bonds Notes and all amounts payable under the Insurance Agreement, Agreement and to enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate any part of Collateral or any portion thereof or rights or interest therein, interests in it at one or more public or private Sales sales called and conducted in any manner permitted by law; (iii) file or record all Assignments of Mortgage that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies interests of the Bond Insurer hereunder; providedCredit Enhancer under this Indenture. Following the payment in full of the Notes, however, action the Credit Enhancer shall be taken pursuant continue to have all the rights given to it under this Section 4.12 by the Indenture Trustee to preserve the Bond Insurer's rights or interest under this Agreement or the Insurance Agreement only to the extent such action is available to the Bondholders or the Bond Insurer under and in all other provisions of this Indenture. Notwithstanding any provision of this Indenture , until all amounts owing to the contrary, so long as no Bond Insurer Default exists, the Bond Insurer shall at all times be treated as if it were the exclusive Bondholder for the purposes of all approvals, consents, waivers and the institution of any action and the direction of all remedies hereunder, and the Indenture Trustee shall act Credit Enhancer have been paid in accordance with the directions of the Bond Insurer so long as it is indemnified therefor to its reasonable satisfaction; provided, however, that the provisions of the first paragraph of Section 5.06 shall not apply to thefull.

Subrogation and Cooperation. (a) The Issuer Any and all Deficiency Amounts and Preference Amounts disbursed by the Indenture Trustee acknowledge (from claims made under the Policy will not be considered payment by the Trust with respect to the Notes, and each Bondholder by acceptance 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 Bond hereby agrees) that (i) equitable right of subrogation and its rights under the Insurance Agreement, to the extent it makes any payment with respect to the Bond Insurer makes payments under the Bond Insurance Policy on account of principal of or interest on the BondsNotes, the Bond Insurer will be fully become subrogated to the rights of such any Holders to receive 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 IssuerNotes which are then due for payment to the extent of all payments made by the Enhancer, and (ii) the Bond 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 but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. Insured Payments disbursed by the Indenture Trustee from proceeds of the Bond Insurance Policy shall not be considered payment by the Issuer with respect to the Bonds, nor shall such disbursement of such Insured Payments discharge the obligations of the Issuer with respect to the amounts thereof, and the Bond Insurer shall become the owner of such amounts as the deemed subrogee of such Bondholders. So long as no Bond Insurer Default exists, the The Indenture Trustee shall cooperate in all respects with any reasonable request by the Bond Insurer Enhancer for action to preserve or enforce the Bond Insurer's Enhancer’s rights or interest under this Indenture or the Insurance Agreement, consistent with this Indenture and without limiting the rights of the Bondholders Noteholders as otherwise set forth in the Indenture, including, without limitation, including upon the occurrence and continuance of a default under the Insurance Agreement, a request (which request shall be in writing) to take any one or more of the following actions: (i) institute Proceedings for the collection of all amounts then payable on the Bonds, Notes or under this Indenture in respect to the Bonds Notes and all amounts payable under the Insurance Agreement, Agreement and to enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales (as defined in Section 5.15 hereof) called and conducted in any manner permitted by law; (iii) file or record all Assignments 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 rights and remedies of the Bond Insurer Enhancer hereunder; provided. Following the payment in full of the Notes, however, action the Enhancer shall be taken pursuant continue to have all rights and privileges provided to it under this Section 4.12 by the Indenture Trustee to preserve the Bond Insurer's rights or interest under this Agreement or the Insurance Agreement only to the extent such action is available to the Bondholders or the Bond Insurer under and in all other provisions of this Indenture. Notwithstanding any provision of this Indenture , until all amounts owing to the contrary, so long as no Bond Insurer Default exists, the Bond Insurer shall at all times be treated as if it were the exclusive Bondholder for the purposes of all approvals, consents, waivers and the institution of any action and the direction of all remedies hereunder, and the Indenture Trustee shall act Enhancer have been paid in accordance with the directions of the Bond Insurer so long as it is indemnified therefor to its reasonable satisfaction; provided, however, that the provisions of the first paragraph of Section 5.06 shall not apply to thefull.

Subrogation and Cooperation. (a) The Issuer Any and all Deficiency Amounts and Preference Amounts disbursed by the Indenture Trustee acknowledge (from claims made under the Policy will not be considered payment by the Trust with respect to the Notes, and each Bondholder by acceptance 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 Bond hereby agrees) that (i) equitable right of subrogation and its rights under the Insurance Agreement, to the extent it makes any payment with respect to the Bond Insurer makes payments under the Bond Insurance Policy on account of principal of or interest on the BondsNotes, the Bond Insurer will be fully become subrogated to the rights of such any Holders to receive 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 IssuerNotes which are then due for payment to the extent of all payments made by the Enhancer, and (ii) the Bond 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 but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. Insured Payments disbursed by the The Indenture Trustee from proceeds of the Bond Insurance Policy shall not be considered payment by the Issuer with respect to the Bonds, nor shall such disbursement of such Insured Payments discharge the obligations of the Issuer with respect to the amounts thereof, and the Bond Insurer shall become the owner of such amounts as the deemed subrogee of such Bondholders. So long as no Bond Insurer Default exists, the Indenture Trustee Paying Agent shall cooperate in all respects with any reasonable request by the Bond Insurer Enhancer for action to preserve or enforce the Bond InsurerEnhancer's rights or interest under this Indenture or the Insurance Agreement, consistent with this Indenture and without limiting the rights of the Bondholders Noteholders as otherwise set forth in the Indenture, including, without limitation, including upon the occurrence and continuance of a default under the Insurance Agreement, a request (which request shall be in writing) to take any one or more of the following actions: (i) institute Proceedings for the collection of all amounts then payable on the Bonds, Notes or under this Indenture in respect to the Bonds Notes and all amounts payable under the Insurance Agreement, Agreement and to enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales (as defined in Section 5.15 hereof) called and conducted in any manner permitted by law; (iii) file or record all Assignments 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 rights and remedies of the Bond Insurer Enhancer hereunder; provided. Following the payment in full of the Notes, however, action the Enhancer shall be taken pursuant continue to have all rights and privileges provided to it under this Section 4.12 by the Indenture Trustee to preserve the Bond Insurer's rights or interest under this Agreement or the Insurance Agreement only to the extent such action is available to the Bondholders or the Bond Insurer under and in all other provisions of this Indenture. Notwithstanding any provision of this Indenture , until all amounts owing to the contrary, so long as no Bond Insurer Default exists, the Bond Insurer shall at all times be treated as if it were the exclusive Bondholder for the purposes of all approvals, consents, waivers and the institution of any action and the direction of all remedies hereunder, and the Indenture Trustee shall act Enhancer have been paid in accordance with the directions of the Bond Insurer so long as it is indemnified therefor to its reasonable satisfaction; provided, however, that the provisions of the first paragraph of Section 5.06 shall not apply to thefull.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge (and each Bondholder by acceptance of its Bond hereby agrees) that (i) to To the extent the Bond Insurer Credit Enhancer makes payments under the Bond Insurance Policy on account of principal of or interest on the BondsNotes under the Policy, the Bond Insurer Credit Enhancer will be fully subrogated to the rights of such Holders the Noteholders to receive such that principal and interest from the IssuerMortgage Loans and any other Collateral, and (ii) the Bond 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, the Sale and in Servicing Agreement, and the Insurance Agreement for the payment of such that principal and interest. Insured Payments disbursed by Any payment of principal or interest on the Indenture Trustee from proceeds of 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 Issuer with respect to Notes from the amounts thereofTrust 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 Bond Insurer shall become the owner of such amounts as the deemed subrogee of such BondholdersInsurance Agreement. So long as no Bond Insurer Default exists, the The Indenture Trustee shall cooperate in all respects with any reasonable request or direction by the Bond Insurer for action Credit Enhancer to take any of the following actions to preserve or enforce the Bond InsurerCredit Enhancer's rights or interest under this Indenture or the Insurance Sale and Servicing Agreement, consistent with this Indenture and without limiting the rights of the Bondholders as otherwise set forth in the Noteholders under this Indenture, including, without limitation, including upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actionsCredit Enhancer Default: (i) institute Proceedings for the collection of all amounts then payable on the Bonds, Notes or under this Indenture in with respect to the Bonds Notes and all amounts payable under the Insurance Agreement, Agreement and to enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate any part of Collateral or any portion thereof or rights or interest therein, interests in it at one or more public or private Sales sales called and conducted in any manner permitted by law; (iii) file or record all Assignments of Mortgage that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies interests of the Bond Insurer hereunder; providedCredit Enhancer under this Indenture. Following the payment in full of the Notes, however, action the Credit Enhancer shall be taken pursuant continue to have all the rights given to it under this Section 4.12 by the Indenture Trustee to preserve the Bond Insurer's rights or interest under this Agreement or the Insurance Agreement only to the extent such action is available to the Bondholders or the Bond Insurer under and in all other provisions of this Indenture. Notwithstanding any provision of this Indenture , until all amounts owing to the contrary, so long as no Bond Insurer Default exists, the Bond Insurer shall at all times be treated as if it were the exclusive Bondholder for the purposes of all approvals, consents, waivers and the institution of any action and the direction of all remedies hereunder, and the Indenture Trustee shall act Credit Enhancer have been paid in accordance with the directions of the Bond Insurer so long as it is indemnified therefor to its reasonable satisfaction; provided, however, that the provisions of the first paragraph of Section 5.06 shall not apply to thefull.

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 the Indenture Trustee acknowledge (and each Bondholder by acceptance not in limitation of its Bond hereby agrees) that (i) equitable right of subrogation and its rights under the Insurance Agreement, to the extent it makes any payment with respect to the Bond Insurer makes payments under the Bond Insurance Policy on account of principal of or interest on the BondsClass A Certificates, the Bond Insurer will be fully become subrogated to the rights of such Holders 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 and interest from with respect to the IssuerClass A Certificates which are then due for payment to the extent of all payments made by the Insurer, and (ii) the Bond 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 but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. Insured Payments disbursed by the Indenture Trustee from proceeds of the Bond Insurance Policy shall not be considered payment by the Issuer with respect to the Bonds, nor shall such disbursement of such Insured Payments discharge the obligations of the Issuer with respect to the amounts thereof, and the Bond Insurer shall become the owner of such amounts as the deemed subrogee of such Bondholders. So long as no Bond Insurer Default exists, the Indenture . (b) The Trustee shall cooperate in all respects with any reasonable request by the Bond Insurer for action to preserve or enforce the Bond Insurer's rights or interest under this Indenture Agreement or the Insurance Agreement, consistent with the this Indenture Agreement and without limiting the rights of the Bondholders Class A Certificateholders as otherwise set forth in the Indenturethis Agreement, including, without limitation, including upon the occurrence and continuance of a default under the Insurance Agreementan Event 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 Bonds, or under this Indenture Class A Certificates hereunder in respect to the Bonds Class A Certificates and all amounts payable under the Insurance Agreement, 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 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 rights and remedies of the Bond Insurer hereunder; provided. (c) Following the payment in full of the Class A Certificates, however, action the Insurer shall be taken pursuant continue to have all rights and privileges provided to it under this Section 4.12 by the Indenture Trustee to preserve the Bond Insurer's rights or interest under this Agreement or the Insurance Agreement only to the extent such action is available to the Bondholders or the Bond Insurer under and in all other provisions of this Indenture. Notwithstanding any provision of this Indenture Agreement until all amounts owing to the contrary, so long as no Bond Insurer Default exists, under 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 Insurance Agreement have been paid in accordance with the directions of the Bond Insurer so long as it is indemnified therefor to its reasonable satisfaction; provided, however, that the provisions of the first paragraph of Section 5.06 shall not apply to thefull.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge (and each Bondholder by acceptance of its Bond hereby agrees) that (i) to the extent the Bond Insurer makes payments under the Bond Note Guaranty Insurance Policy on account of principal of or interest on the BondsHome Equity Loans, and the Bond Insurer will be fully subrogated to the rights of such Holders the Noteholders to receive such principal of and interest from on the IssuerHome Equity Loans of the related Trust Estate, and (ii) the Bond Insurer shall be paid such principal and interest but only from the sources and in the manner provided herein herein, in the Sale and Servicing Agreement, and in the Insurance Agreement for the payment of such principal and interest. Insured Payments disbursed by the Indenture Trustee from proceeds of the Bond Insurance Policy shall not be considered payment by the Issuer with respect to the Bonds, nor shall such disbursement of such Insured Payments discharge the obligations of the Issuer with respect to the amounts thereof, and the Bond Insurer shall become the owner of such amounts as the deemed subrogee of such Bondholders. So long as no Bond Insurer Default existshas occurred and is continuing, the Indenture Trustee shall cooperate in all respects with any reasonable request or direction by the Bond Insurer for action to preserve or enforce the Bond Insurer's rights or interest under this Indenture or the Insurance Agreement, consistent with this Indenture and without limiting the rights of the Bondholders Noteholders as otherwise set forth in the Indenture, including, including without limitation, limitation upon the occurrence and continuance of a default under the Insurance Agreementan Insurer Default, a request to take any one or more of the following actions: (i) institute Proceedings for the collection of all amounts then payable on the Bonds, Notes or under this Indenture in respect to the Bonds Notes and all amounts payable under the Insurance Agreement, Agreement and to enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales sales called and conducted in any manner permitted by law; (iii) file or record all Assignments 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 rights and remedies of the Bond Insurer hereunder; provided. Following the payment in full of the Notes, however, action the Insurer shall be taken pursuant continue to have all rights and privileges provided to it under this Section 4.12 by the Indenture Trustee to preserve the Bond Insurer's rights or interest under this Agreement or the Insurance Agreement only to the extent such action is available to the Bondholders or the Bond Insurer under 4.3 and in all other provisions of this Indenture. Notwithstanding any provision of this Indenture , until all amounts owing to the contrary, so long as no Bond Insurer Default exists, the Bond Insurer shall at all times be treated as if it were the exclusive Bondholder for the purposes of all approvals, consents, waivers and the institution of any action and the direction of all remedies hereunder, and the Indenture Trustee shall act have been paid in accordance with the directions of the Bond Insurer so long as it is indemnified therefor to its reasonable satisfaction; provided, however, that the provisions of the first paragraph of Section 5.06 shall not apply to thefull.

Subrogation and Cooperation. (a) The Issuer Any and all Deficiency Amounts and Preference Amounts disbursed by the Indenture Trustee acknowledge (from claims made under the Policy will not be considered payment by the Trust with respect to the Notes, and each Bondholder by acceptance 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 Bond hereby agrees) that (i) equitable right of subrogation and its rights under the Insurance Agreement, to the extent it makes any payment with respect to the Bond Insurer makes payments under the Bond Insurance Policy on account of principal of or interest on the BondsNotes, the Bond Insurer will be fully become subrogated to the rights of such any Holders to receive 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 IssuerNotes which are then due for payment to the extent of all payments made by the Enhancer, and (ii) the Bond 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 but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. Insured Payments disbursed by the The Indenture Trustee from proceeds of the Bond Insurance Policy shall not be considered payment by the Issuer with respect to the Bonds, nor shall such disbursement of such Insured Payments discharge the obligations of the Issuer with respect to the amounts thereof, and the Bond Insurer shall become the owner of such amounts as the deemed subrogee of such Bondholders. So long as no Bond Insurer Default exists, the Indenture Trustee Paying Agent shall cooperate in all respects with any reasonable request by the Bond Insurer Enhancer for action to preserve or enforce the Bond InsurerEnhancer's rights or interest under this Indenture or the Insurance Agreement, consistent with this Indenture and without limiting the rights of the Bondholders Noteholders as otherwise set forth in the Indenture, including, without limitation, including upon the occurrence and continuance of a an event of 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 Bonds, Notes or under this Indenture in respect to the Bonds Notes and all amounts payable under the Insurance Agreement, Agreement and to enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales (as defined in Section 5.15 hereof) called and conducted in any manner permitted by law; (iii) file or record all Assignments 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 rights and remedies of the Bond Insurer Enhancer hereunder; provided. Following the payment in full of the Notes, however, action the Enhancer shall be taken pursuant continue to have all rights and privileges provided to it under this Section 4.12 by the Indenture Trustee to preserve the Bond Insurer's rights or interest under this Agreement or the Insurance Agreement only to the extent such action is available to the Bondholders or the Bond Insurer under and in all other provisions of this Indenture. Notwithstanding any provision of this Indenture , until all amounts owing to the contrary, so long as no Bond Insurer Default exists, the Bond Insurer shall at all times be treated as if it were the exclusive Bondholder for the purposes of all approvals, consents, waivers and the institution of any action and the direction of all remedies hereunder, and the Indenture Trustee shall act Enhancer have been paid in accordance with the directions of the Bond Insurer so long as it is indemnified therefor to its reasonable satisfaction; provided, however, that the provisions of the first paragraph of Section 5.06 shall not apply to thefull.

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge (and each Bondholder by acceptance of its Bond hereby agrees) that (i) to To the extent the Bond Insurer Credit Enhancer makes payments under the Bond Insurance Policy on account of principal of or interest on the BondsNotes under the Policy, the Bond Insurer Credit Enhancer will be fully subrogated to the rights of such Holders the Noteholders to receive such that principal and interest from the IssuerMortgage Loans of the related Loan Group, any other related Collateral, and (ii) any Crossover Amounts and Subordinated Transferor Collections they are entitled to from the Bond 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 Servicing Agreement for the payment of such that principal and interest. Insured Payments disbursed by Any payment of principal or interest on a Class of Notes made with moneys received under the Indenture Trustee from proceeds of the Bond Insurance Policy shall not be considered payment by of that Class of Notes from the Issuer with respect to Trust and shall not result in the Bonds, nor shall such disbursement payment of such Insured Payments discharge or the obligations provision for the payment of the Issuer with respect to principal or interest on that Class of Notes under Section 4.01. The Credit Enhancer shall be paid form the amounts thereof, assets of the Trust from the sources and in the Bond Insurer shall become manner provided in this Indenture and in the owner of such amounts as the deemed subrogee of such BondholdersInsurance Agreement. So long as no Bond Insurer Default exists, the The Indenture Trustee shall cooperate in all respects at the expense of the Trust with any reasonable request or direction by the Bond Insurer for action Credit Enhancer to take any of the following actions to preserve or enforce the Bond InsurerCredit Enhancer's rights or interest under each of this Indenture or and the Insurance Sale and Servicing Agreement, consistent with this Indenture and without limiting the rights of the Bondholders as otherwise set forth in the Noteholders under this Indenture, including, without limitation, including upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actionsCredit Enhancer Default: (i) institute Proceedings for the collection of all amounts then payable on the Bonds, Notes or under this Indenture in with respect to the Bonds Notes and all amounts payable under the Insurance Agreement, Agreement and to enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate any part of Collateral or any portion thereof or rights or interest therein, interests in it at one or more public or private Sales sales called and conducted in any manner permitted by law; (iii) file or record all Assignments of Mortgage that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies interests of the Bond Insurer hereunder; providedCredit Enhancer under this Indenture. Following the payment in full of the Notes, however, action the Credit Enhancer shall be taken pursuant continue to have all the rights given to it under this Section 4.12 by the Indenture Trustee to preserve the Bond Insurer's rights or interest under this Agreement or the Insurance Agreement only to the extent such action is available to the Bondholders or the Bond Insurer under and in all other provisions of this Indenture. Notwithstanding any provision of this Indenture , until all amounts owing to the contrary, so long as no Bond Insurer Default exists, the Bond Insurer shall at all times be treated as if it were the exclusive Bondholder for the purposes of all approvals, consents, waivers and the institution of any action and the direction of all remedies hereunder, and the Indenture Trustee shall act Credit Enhancer have been paid in accordance with the directions of the Bond Insurer so long as it is indemnified therefor to its reasonable satisfaction; provided, however, that the provisions of the first paragraph of Section 5.06 shall not apply to thefull.