Common use of Deferral of Subrogation and Contribution Clause in Contracts

Deferral of Subrogation and Contribution. Guarantor agrees it shall not assert any right of subrogation against Seller or Buyer, or right of subrogation against any Security unless and until in Buyer’s reasonable determination (a) all amounts due under the Repurchase Documents have been paid in full and all other performance required under the Repurchase Documents has been rendered in full to Buyer; and (b) all periods within which such payment and performance may be set aside or invalidated have expired (such deferral of Guarantor’s subrogation and contribution rights, the “Subrogation Deferral”). If any amounts shall be paid to Guarantor in violation of subsections (a) or (b) of this Section 12, such amount shall be held in trust for the benefit of Buyer and shall forthwith be paid to Buyer to be credited and applied to the payment of the Guaranteed Obligations, whether matured or unmatured; provided, however, nothing contained herein shall prohibit Seller from making a dividend to Guarantor at any time. Immediately upon the occurrence of such payment by Guarantor to Buyer, any and all duties owed by Guarantor to Buyer with respect to Guarantor’s holding of such amounts for Buyer shall be satisfied and discharged.

Deferral of Subrogation and Contribution. Guarantor agrees it shall not assert any have no right of subrogation against Seller or Buyer, or Buyer and no right of subrogation against any Security unless and until in Buyer’s reasonable determination until: (a) such right of subrogation does not violate (or otherwise produce any result adverse to Buyer under) any applicable law, including any bankruptcy or insolvency law; (b) all amounts due under the Repurchase Transaction Documents have been paid in full and all other performance required under the Repurchase Transaction Documents has been rendered in full to Buyer; and (bc) all periods within which such payment and performance may be set aside or invalidated have expired expired; and (d) Buyer has released, transferred or disposed of all of its right, title and interest in all Security (such deferral of Guarantor’s subrogation and contribution rights, the “Subrogation Deferral”). If Guarantor further agrees that, if any amounts amount shall be paid to Guarantor on account of any such subrogation rights at any time when all of the Guarantied Obligations shall not have been paid in violation of subsections (a) or (b) of this Section 12full, such amount shall be held by Guarantor in trust for the benefit of Buyer Buyer, and shall shall, forthwith upon receipt by Guarantor, be paid turned over to Buyer by Guarantor (duly indorsed by Guarantor to Buyer, if required), to be credited and applied to against the payment of the Guaranteed Guarantied Obligations, whether matured or unmatured; provided, however, nothing contained herein shall prohibit Seller from making a dividend to Guarantor at any time. Immediately upon the occurrence of in such payment by Guarantor to Buyer, any and all duties owed by Guarantor to order as Buyer with respect to Guarantor’s holding of such amounts for Buyer shall be satisfied and dischargedmay determine.

Deferral of Subrogation and Contribution. Parent Guarantor agrees it shall not assert any right of subrogation against Seller or Buyer, or right of subrogation against any Security unless and until in Buyer’s 's reasonable determination (a) all amounts due under the Repurchase Documents have been paid in full and all other performance required under the Repurchase Documents has been rendered in full to Buyer; and (b) all periods within which such payment and performance may be set aside or invalidated have expired (such deferral of Parent Guarantor’s 's subrogation and contribution rights, the “Subrogation Deferral”). If any amounts shall be paid to Parent Guarantor in violation of subsections (a) or (b) of this Section 12, such amount shall be held in trust for the benefit of Buyer and shall forthwith be paid to Buyer to be credited and applied to the payment of the Guaranteed Obligations, whether matured or unmatured; provided, however, nothing contained herein shall prohibit Seller from making a dividend to Parent Guarantor at any time. Immediately upon the occurrence of such payment by Parent Guarantor to Buyer, any and all duties owed by Parent Guarantor to Buyer with respect to Parent Guarantor’s 's holding of such amounts for Buyer shall be satisfied and discharged.