Common use of Effect of Payments by the Insurer; Subrogation Clause in Contracts

Effect of Payments by the Insurer; Subrogation. Anything herein to the contrary notwithstanding, for purposes of this Section 12.03, any payment with respect to principal of or interest on the Insured Certificates which is made with monies received pursuant to the terms of the Policy shall not be considered payment of the Insured Certificates from the Trust Fund. The Trustee acknowledges, and each Holder by its acceptance of an Insured Certificate agrees, that without the need for any further action on the part of the Certificate Insurer or the Trustee, to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on the Insured Certificates to the Holders of such Certificates, the Certificate Insurer will be fully subrogated to, and each Holder of an Insured Certificate and the Trustee hereby delegate and assign to the Certificate Insurer, to the fullest extent permitted by law, the rights of such Holders to receive such principal and interest from the Trust Fund; provided that the Certificate Insurer shall be paid such amounts only from the sources and in the manner explicitly provided for herein. The Trustee shall cooperate in all respects with any reasonable request by the Certificate Insurer for action to preserve or enforce the Certificate Insurer's rights or interests under this Agreement without limiting the rights or affecting the interests of the Holders as otherwise set forth herein.

Effect of Payments by the Insurer; Subrogation. Anything herein to the contrary notwithstanding, for purposes of this Section 12.03, any payment with respect to principal of or interest on the Insured Certificates which is made with monies received pursuant to the terms of the Policy shall not be considered payment of the Insured Certificates from the Trust Fund. The Master Servicer and the Trustee acknowledgesacknowledge, and each Holder by its acceptance of an Insured Certificate agrees, that without the need for any further action on the part of the Certificate Insurer Insurer, the Master Servicer, the Trustee or the TrusteeCertificate Registrar, to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on the Insured Certificates to the Holders of such Certificates, the Certificate Insurer will be fully subrogated to, and each Holder of an Insured Certificate Certificateholder and the Trustee Master Servicer hereby delegate and assign to the Certificate Insurer, to the fullest extent permitted by law, the rights of such Holders to receive such principal and interest from the Trust Fund; provided that the Certificate Insurer shall be paid such amounts only from the sources and in the manner explicitly provided for herein. The Trustee and the Master Servicer shall cooperate in all respects with any reasonable request by the Certificate Insurer for action to preserve or enforce the Certificate Insurer's rights or interests under this Agreement without limiting the rights or affecting the interests of the Holders as otherwise set forth herein.

Effect of Payments by the Insurer; Subrogation. Anything herein to the contrary notwithstanding, for purposes of this Section 12.03, any payment with respect to principal of or interest on any of the Insured Certificates Class A Notes which is are made with monies moneys received pursuant to the terms of the Insurance Policy shall not be considered payment of the Insured Certificates such Class A Notes, as applicable, from the Trust Fundand shall not result in the payment of or the provision for the payment of the principal of or interest on such Class A Notes, as applicable, within the meaning of Section 5.01 herein. The Seller, the Master Servicer and the Indenture Trustee acknowledgesacknowledge, and each Holder by its acceptance of an Insured Certificate a Class A Note agrees, that without the need for any further action on the part of the Certificate Insurer Insurer, the Seller, the Master Servicer, the Indenture Trustee or the Trustee, Note Registrar (a) to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on the Insured Certificates any Class A Notes to the Holders of such CertificatesClass A Notes, the Certificate Insurer will be fully subrogated to, to and each Holder of an Insured Certificate Holder, the Master Servicer and the Indenture Trustee hereby delegate and assign to the Certificate Insurer, to the fullest extent permitted by law, the rights of such Holders to receive such principal and interest interest, as applicable, from the Trust Fund; provided that and (b) the Certificate Insurer shall be paid such amounts principal and interest but only from the sources and in the manner explicitly provided herein and in the Insurance Agreement for hereinthe payment of such principal and interest. The Indenture Trustee and the Master Servicer shall cooperate in all respects with any reasonable request by the Certificate Insurer for action to preserve or enforce the Certificate Insurer's ’s rights or interests under this Agreement without limiting the rights or affecting the interests of the Holders of the Class A Notes as otherwise set forth herein.

Effect of Payments by the Insurer; Subrogation. (a) Anything herein to the contrary notwithstanding, for purposes any distribution of this Section 12.03, any payment with respect to principal of or interest on the Insured Certificates which Notes that is made with monies moneys received pursuant to the terms of the Insurance Policy shall not be considered payment of the Insured Certificates from Notes by the Issuer and shall not discharge the Trust FundEstate in respect of such distribution. The Indenture Trustee acknowledgesacknowledges that, and each Holder by its acceptance of an Insured Certificate agrees, that without the need for any further action on the part of the Certificate Insurer Insurer, the Indenture Trustee or the TrusteeNote Registrar, (i) to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on the Insured Certificates Notes to the Holders of such CertificatesNoteholders thereof, the Certificate Insurer will be fully subrogated to, and each Holder of an Insured Certificate and the Trustee hereby delegate and assign to the Certificate Insurer, to the fullest extent permitted by law, the rights of such Holders Noteholders to receive such principal and interest from distributions of the assets of the Trust Fund; provided that and will be deemed to the Certificate extent of the payments so made to be a Noteholder and (ii) the Insurer shall be paid principal and interest in its capacity as a Noteholder until all such amounts payments by the Insurer have been fully reimbursed, but only from the sources and in the manner explicitly provided herein for the distribution of such principal and interest and in each case only after the Noteholders have received all payments of principal and interest due to them under this Agreement on the related Distribution Date. (b) Without limiting the rights or interests of the Noteholders as otherwise set forth herein. The , so long as no Insurer Default exists or is not continuing, the Indenture Trustee shall cooperate in all respects respect with any reasonable request by the Certificate Insurer for action to preserve or enforce the Certificate Insurer's rights or interests under this Agreement without limiting Agreement, including, upon the occurrence of an Event of Default or a Non-Servicer Default, a request to take any one or more of the following actions: (i) institute proceedings for the collection of all amounts then payable on the Notes or under this Agreement, enforce any judgment obtained and collect moneys adjudged due; and (ii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights or affecting the interests and remedies of the Holders as otherwise set forth hereinInsurer hereunder or under the other Basic Documents.

Effect of Payments by the Insurer; Subrogation. Anything herein to the contrary notwithstanding, solely for the purposes of this determining the Insurer's reimbursement rights as subrogee pursuant to Section 12.035.01, any payment with respect to principal of or interest on any of the Insured Certificates Notes which is are made with monies moneys received pursuant to the terms of the Policy Note Guaranty Insurance Policy, but only to the extent that such payment has not been reimbursed to the Insurer pursuant to Section 5.01(a)(v), shall not be considered payment of the Insured Certificates such Notes, as applicable, from the Trust Fundand shall not result in the payment of or the provision for the payment of the principal of or interest on such Notes, as applicable, within the meaning of Section 5.01 herein. The Master Servicer and the Indenture Trustee acknowledgesacknowledge, and each Holder by its acceptance of an Insured Certificate a Note agrees, that without the need for any further action on the part of the Certificate Insurer Insurer, the Depositor, the Master Servicer, the Indenture Trustee or the Trustee, Note Registrar (a) to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on the Insured Certificates any Notes to the Holders of such CertificatesNotes, the Certificate Insurer will be fully subrogated to, and each Holder of an Insured Certificate and the Trustee hereby delegate and assign to the Certificate Insurer, to the fullest extent permitted by law, the rights of such Holders to receive such principal and interest interest, as applicable, from the Trust Fund; provided that in accordance with the Certificate priorities of payment set forth in Section 5.01, and (b) the Insurer shall be paid such amounts principal and interest but only from the sources and in the manner explicitly provided herein and in the Insurance and Indemnity Agreement for hereinthe payment of such principal and interest. The So long as no Insurer Default exists and is continuing, the Indenture Trustee and the Master Servicer shall cooperate in all respects with any reasonable request by the Certificate Insurer for action to preserve or enforce the Certificate Insurer's rights or interests under this Agreement without limiting the rights or affecting the interests of the Holders of the Notes as otherwise set forth herein.

Effect of Payments by the Insurer; Subrogation. (a) Anything herein to the contrary notwithstanding, for purposes any distribution of this Section 12.03, any payment with respect to principal of or interest on the Insured Certificates which Notes that is made with monies moneys received pursuant to the terms of the Note Insurance Policy shall not be considered payment of the Insured Certificates from Notes by the Trust Fundand shall not discharge the Trust assets in respect of such distribution. The Trustee acknowledges, and each Holder by its acceptance of an Insured Certificate agrees, that without Without the need for any further action on the part of the Certificate Insurer Insurer, the Indenture Trustee or the TrusteeNote Registrar, (i) to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on the Insured Certificates Notes to the Holders of such CertificatesNoteholders thereof, the Certificate Insurer will be fully subrogated to, and each Holder of an Insured Certificate and the Trustee hereby delegate and assign to the Certificate Insurer, to the fullest extent permitted by law, the rights of such Holders Noteholders to receive such principal and interest from distributions of the assets of the Trust Fund; provided that and will be deemed to the Certificate extent of the payments so made to be a Noteholder and (ii) the Insurer shall be paid principal and interest in its capacity as a Noteholder until all such amounts payments by the Insurer have been fully reimbursed, but only from the sources and in the manner explicitly provided herein for hereinthe distribution of such principal and interest and in each case only after the Noteholders have received all payments of principal and interest due to them under this Agreement on the related Distribution Date. (b) Anything herein to the contrary notwithstanding, any distribution of principal of or interest on the Certificates that is made with moneys received pursuant to the terms of the Certificate Insurance Policy shall not be considered payment of the Certificates by the Trust and shall not discharge the Trust assets in respect of such distribution. The Owner Trustee acknowledges that, without the need for any further action on the part of the Insurer, the Owner Trustee or the Certificate Registrar, (i) to the extent the Insurer makes payments, directly or indirectly, on account of principal of or interest on the Certificates to the Certificateholders thereof, the Insurer will be fully subrogated to the rights of such Certificateholders to receive such principal and interest from distributions of the assets of the Trust and will be deemed to the extent of the payments so made to be a Certificateholder and (ii) the Insurer shall be paid principal and interest in its capacity as a Certificateholder until all such payments by the Insurer have been fully reimbursed, but only from the sources and in the manner provided herein for the distribution of such principal and interest and in each case only after the Certificateholders have received all payments of principal and interest due to them under this Agreement on the related Distribution Date. (c) Without limiting the rights or interests of the Noteholders or the Certificateholders as otherwise set forth herein, so long as no Insurer Default exists or is not continuing, the Indenture Trustee or the Trust, as the case may be, shall cooperate in all respects with any reasonable request by the Certificate Insurer for action to preserve or enforce the Certificate Insurer's rights or interests under this Agreement without limiting Agreement, including, upon the occurrence of an Event of Termination, a request to take any one or more of the following actions: (i) institute proceedings for the collection of all amounts then payable on the Notes or the Certificates under this Agreement, enforce any judgment obtained and collect moneys adjudged due; and (ii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights or affecting the interests and remedies of the Holders as otherwise set forth hereinInsurer hereunder.

Effect of Payments by the Insurer; Subrogation. Anything herein to the contrary notwithstanding, for purposes of this Section 12.03, any payment with respect to principal of or interest on the Insured Certificates Class A-1 Notes or Class G Certifcates which is made with monies received pursuant to the terms of the Policy shall not be considered payment of the Insured Class A-1 Notes or Class G Certificates from the Trust FundEstate. The Indenture Trustee acknowledgesand the Indenture Trustee acknowledge, and each Holder by its acceptance of an Insured Certificate a Class A-1 Note or Class G Certificates agrees, that without the need for any further action on the part of the Certificate Insurer Insurer, the Indenture Trustee or the TrusteeCertificate Registrar, to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on the Insured Class A-1 Notes or Class G Certificates to the Holders of such CertificatesNotes, the Certificate Insurer will be fully subrogated to, and each Holder of an Insured Certificate Class A-1 Noteholder or Class G Noteholder, as applicable, and the Indenture Trustee hereby delegate and assign to the Certificate Insurer, to the fullest extent permitted by law, the rights of such Holders to receive such principal and interest from the Trust FundEstate; provided that the Certificate Insurer shall be paid such amounts only from the sources and in the manner explicitly provided for herein. The Indenture Trustee and the Indenture Trustee shall cooperate in all respects with any reasonable request by the Certificate Insurer for action to preserve or enforce the Certificate Insurer's ’s rights or interests under this Agreement Indenture without limiting the rights or affecting the interests of the Holders as otherwise set forth herein.

Effect of Payments by the Insurer; Subrogation. Anything herein to the contrary notwithstanding, for purposes of this Section 12.03, any payment with respect to principal of or interest on any of the Insured Certificates Class A Notes which is are made with monies moneys received pursuant to the terms of the Insurance Policy shall not be considered payment of the Insured Certificates such Class A Notes, as applicable, from the Trust Fundand shall not result in the payment of or the provision for the payment of the principal of or interest on such Class A Notes, as applicable, within the meaning of Section 5.01 herein. The Seller, the Servicer and the Indenture Trustee acknowledgesacknowledge, and each Holder by its acceptance of an Insured Certificate a Class A Note agrees, that without the need for any further action on the part of the Certificate Insurer Insurer, the Seller, the Servicer, the Indenture Trustee or the Trustee, Note Registrar (a) to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on the Insured Certificates any Class A Notes to the Holders of such CertificatesClass A Notes, the Certificate Insurer will be fully subrogated to, to and each Holder of an Insured Certificate Holder, the Servicer and the Indenture Trustee hereby delegate and assign to the Certificate Insurer, to the fullest extent permitted by law, the rights of such Holders to receive such principal and interest interest, as applicable, from the Trust Fund; provided that and (b) the Certificate Insurer shall be paid such amounts principal and interest but only from the sources and in the manner explicitly provided herein and in the Insurance Agreement for hereinthe payment of such principal and interest. The Indenture Trustee and the Servicer shall cooperate in all respects with any reasonable request by the Certificate Insurer for action to preserve or enforce the Certificate Insurer's ’s rights or interests under this Agreement without limiting the rights or affecting the interests of the Holders of the Class A Notes as otherwise set forth herein.

Effect of Payments by the Insurer; Subrogation. Anything herein to the contrary notwithstanding, for purposes of this Section 12.0312.3, any payment with respect to principal of or interest on the Insured Certificates which is made with monies received pursuant to the terms of the Policy shall not be considered payment of the Insured Certificates from the Trust Fund. The Master Servicer, the Securities Administrator and the Trustee acknowledgesacknowledge, and each Holder by its acceptance of an Insured Certificate agrees, that without the need for any further action on the part of Ambac, the Master Servicer, the Securities Administrator, the Trustee or the Certificate Insurer or the TrusteeRegistrar, to the extent the Certificate Insurer Ambac makes payments, directly or indirectly, on account of principal of or interest on the Insured Certificates to the Holders of such Certificates, the Certificate Insurer Ambac will be fully subrogated to, and each Holder of an Insured Certificate and the Trustee Securities Administrator hereby delegate and assign to the Certificate InsurerAmbac, to the fullest extent permitted by law, the rights of such Holders to receive such principal and interest from the Trust Fund; provided that the Certificate Insurer Ambac shall be paid such amounts only from the sources and in the manner explicitly provided for herein. The Trustee Trustee, the Securities Administrator and the Master Servicer shall cooperate in all respects with any reasonable request by the Certificate Insurer Ambac for action to preserve or enforce the Certificate InsurerAmbac's rights or interests under this Agreement without limiting the rights or affecting the interests of the Holders as otherwise set forth herein.

Effect of Payments by the Insurer; Subrogation. (a) Anything herein to the contrary notwithstanding, for purposes any distribution of this Section 12.03, any payment with respect to principal of or interest on the Insured Certificates which Notes that is made with monies moneys received pursuant to the terms of the Insurance Policy shall not be considered payment of the Insured Certificates from Notes by the Trust FundIssuer and shall not discharge the Issuer in respect of such distribution. The Indenture Trustee acknowledgesacknowledges that, and each Holder by its acceptance of an Insured Certificate agrees, that without the need for any further action on the part of the Certificate Insurer Insurer, the Indenture Trustee or the TrusteeNote Registrar, (i) to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on the Insured Certificates Notes to the Holders of such CertificatesNoteholders thereof, the Certificate Insurer will be fully subrogated to, and each Holder of an Insured Certificate and the Trustee hereby delegate and assign to the Certificate Insurer, to the fullest extent permitted by law, the rights of such Holders Noteholders to receive such principal and interest from distributions of the Trust Fund; provided that assets of the Certificate Issuer and will be deemed to the extent of the payments so made to be a Noteholder and (ii) the Insurer shall be paid principal and interest in its capacity as a Noteholder until all such amounts payments by the Insurer have been fully reimbursed, but only from the sources and in the manner explicitly provided herein for the distribution of such principal and interest and in each case only after the Noteholders have received all payments of principal and interest due to them under this Indenture on the related Primary Payment Date or Secondary Payment Date, as applicable. (b) Without limiting the rights or interests of the Noteholders as otherwise set forth herein. The , so long as no Insurer Default exists, the Indenture Trustee shall cooperate in all respects with any reasonable request by the Certificate Insurer for action to preserve or enforce the Certificate Insurer's rights or interests under this Agreement without limiting Indenture, including a request to take any one or more of the following actions upon the occurrence of an Event of Default: (i) institute proceedings for the collection of all amounts then payable on the Notes or under this Indenture, enforce any judgment obtained and collect moneys adjudged due; and (ii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights or affecting the interests and remedies of the Holders as otherwise set forth hereinInsurer hereunder.

Effect of Payments by the Insurer; Subrogation. Anything herein to the contrary notwithstanding, solely for the purposes of this Section 12.03determining the Insurer's reimbursement rights as subrogee, any payment with respect to principal of or interest on any of the Insured Certificates Notes which is are made with monies moneys received pursuant to the terms of the Policy Note Guaranty Insurance Policy, but only to the extent that such payment has not been reimbursed to the Insurer pursuant to Section 5.01(a)(v), shall not be considered payment of the Insured Certificates such Notes, as applicable, from the Trust Fundand shall not result in the payment of or the provision for the payment of the principal of or interest on such Notes, as applicable, within the meaning of Section 5.01 herein. The Master Servicer and the Indenture Trustee acknowledgesacknowledge, and each Holder by its acceptance of an Insured Certificate a Note agrees, that without the need for any further action on the part of the Certificate Insurer Insurer, the Depositor, the Master Servicer, the Indenture Trustee or the Trustee, Note Registrar (a) to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on the Insured Certificates any Notes to the Holders of such CertificatesNotes, the Certificate Insurer will be fully subrogated to, and each Holder of an Insured Certificate and the Trustee hereby delegate and assign to the Certificate Insurer, to the fullest extent permitted by law, the rights of such Holders to receive such principal and interest interest, as applicable, from the Trust Fund; provided that in accordance with the Certificate priorities of payment set forth in Section 5.01, and (b) the Insurer shall be paid such amounts principal and interest but only from the sources and in the manner explicitly provided herein and in the Insurance Agreement for hereinthe payment of such principal and interest. The So long as no Insurer Default exists and is continuing, the Indenture Trustee and the Master Servicer shall cooperate in all respects with any reasonable request by the Certificate Insurer for action to preserve or enforce the Certificate Insurer's rights or interests under this Agreement without limiting the rights or affecting the interests of the Holders of the Notes as otherwise set forth herein.

Effect of Payments by the Insurer; Subrogation. Anything herein to the contrary notwithstanding, for purposes of this Section 12.0311.03, any payment with respect to principal of or interest on the Insured Certificates Class 2A-1 Notes or Class G Certifcates which is made with monies received pursuant to the terms of the Policy shall not be considered payment of the Insured Class 2A-1 Notes or Class G Certificates from the Trust FundEstate. The Indenture Trustee acknowledgesand the Indenture Trustee acknowledge, and each Holder by its acceptance of an Insured Certificate a Class 2A-1 Note or Class G Certificates agrees, that without the need for any further action on the part of the Certificate Insurer Insurer, the Indenture Trustee or the TrusteeCertificate Registrar, to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on the Insured Class 2A-1 Notes or Class G Certificates to the Holders of such CertificatesNotes, the Certificate Insurer will be fully subrogated to, and each Holder of an Insured Certificate Class 2A-1 Noteholder or Class G Noteholder, as applicable, and the Indenture Trustee hereby delegate and assign to the Certificate Insurer, to the fullest extent permitted by law, the rights of such Holders to receive such principal and interest from the Trust FundEstate; provided that the Certificate Insurer shall be paid such amounts only from the sources and in the manner explicitly provided for herein. The Indenture Trustee and the Indenture Trustee shall cooperate in all respects with any reasonable request by the Certificate Insurer for action to preserve or enforce the Certificate Insurer's ’s rights or interests under this Agreement Indenture without limiting the rights or affecting the interests of the Holders as otherwise set forth herein.

Effect of Payments by the Insurer; Subrogation. (a) Anything herein to the contrary notwithstanding, for purposes any distribution of this Section 12.03, any payment with respect to principal of or interest on the Insured Certificates which Notes that is made with monies moneys received pursuant to the terms of the Insurance Policy shall not be considered payment of the Insured Certificates from Notes by the Issuer and shall not discharge the Trust FundEstate in respect of such distribution. The Indenture Trustee acknowledgesacknowledges that, and each Holder by its acceptance of an Insured Certificate agrees, that without the need for any further action on the part of the Certificate Insurer Insurer, the Indenture Trustee or the TrusteeNote Registrar, (i) to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on the Insured Certificates Notes to the Holders of such CertificatesNoteholders thereof, the Certificate Insurer will be fully subrogated to, and each Holder of an Insured Certificate and the Trustee hereby delegate and assign to the Certificate Insurer, to the fullest extent permitted by law, the rights of such Holders Noteholders to receive such principal and interest from distributions of the assets of the Trust Fund; provided that and will be deemed, to the Certificate extent of the payments so made, to be a Noteholder and (ii) the Insurer shall be paid principal and interest in its capacity as a Noteholder until all such amounts payments by the Insurer have been fully reimbursed, but only from the sources and in the manner explicitly provided herein for the distribution of such principal and interest and in each case only after the Noteholders have received all payments of principal and interest due to them under this Agreement on the related Distribution Date. (b) Without limiting the rights or interests of the Noteholders as otherwise set forth herein. The , so long as no Insurer Default exists or is continuing, the Indenture Trustee shall cooperate in all respects with any reasonable request by the Certificate Insurer for action to preserve or enforce the Certificate Insurer's rights or interests under this Agreement without limiting Agreement, including, upon the occurrence of an Event of Default or a Non-Servicer Default, a request to take any one or more of the following actions: (i) institute proceedings for the collection of all amounts then payable on the Notes or under this Agreement, enforce any judgment obtained and collect moneys adjudged due; and (ii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights or affecting the interests and remedies of the Holders as otherwise set forth hereinInsurer hereunder or under the other Basic Documents.

Effect of Payments by the Insurer; Subrogation. (a) Anything herein to the contrary notwithstanding, for purposes any distribution of this Section 12.03, any payment with respect to principal of or interest on the Insured Certificates which Notes that is made with monies moneys received pursuant to the terms of the Insurance Policy shall not be considered payment of the Insured Certificates from Notes by the Issuer and shall not discharge the Trust FundEstate in respect of such distribution. The Indenture Trustee acknowledgesacknowledges that, and each Holder by its acceptance of an Insured Certificate agrees, that without the need for any further action on the part of the Certificate Insurer Insurer, the Indenture Trustee or the TrusteeNote Registrar, (i) to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on the Insured Certificates Notes to the Holders of such CertificatesNoteholders thereof, the Certificate Insurer will be fully subrogated to, and each Holder of an Insured Certificate and the Trustee hereby delegate and assign to the Certificate Insurer, to the fullest extent permitted by law, the rights of such Holders Noteholders to receive such principal and interest from distributions of the assets of the Trust Fund; provided that and will be deemed to the Certificate extent of the payments so made to be a Noteholder and (ii) the Insurer shall be paid principal and interest in its capacity as a Noteholder until all such amounts payments by the Insurer have been fully reimbursed, but only from the sources and in the manner explicitly provided herein for the distribution of such principal and interest and in each case only after the Noteholders have received all payments of principal and interest due to them under this Agreement on the related Distribution Date. (b) Without limiting the rights or interests of the Noteholders as other wise set forth herein. The , so long as no Insurer Default exists or is continuing, the Indenture Trustee shall cooperate in all respects with any reasonable request by the Certificate Insurer for action to preserve or enforce the Certificate Insurer's rights or interests under this Agreement without limiting Agreement, including, upon the occurrence of an Event of Default or a Non-Servicer Default, a request to take any one or more of the following actions: (i) institute proceedings for the collection of all amounts then payable on the Notes or under this Agreement, enforce any judgment obtained and collect moneys adjudged due; and (ii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights or affecting the interests and remedies of the Holders as otherwise set forth hereinInsurer hereunder or under the other Basic Documents.

Effect of Payments by the Insurer; Subrogation. Anything herein to the contrary notwithstanding, for purposes of this Section 12.03, any payment with respect to principal of or interest on the Insured Certificates which is made with monies received pursuant to the terms of the Policy shall not be considered payment of the Insured Certificates from the Trust Fund. The Master Servicer and the Trustee acknowledgesacknowledge, and each Holder by its acceptance of an Insured Certificate agrees, that without the need for any further action on the part of the Certificate Insurer Insurer, the Master Servicer, the Trustee or the TrusteeSecurities Administrator, to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on the Insured Certificates to the Holders of such Certificates, the Certificate Insurer will be fully subrogated to, and each Holder of an Insured Certificate Certificateholder and the Trustee Master Servicer hereby delegate and assign to the Certificate Insurer, to the fullest extent permitted by law, the rights of such Holders to receive such principal and interest from the Trust Fund; provided that the Certificate Insurer shall be paid such amounts only from the sources and in the manner explicitly provided for herein. The Trustee Trustee, the Securities Administrator and the Master Servicer shall cooperate in all respects with any reasonable request by the Certificate Insurer for action to preserve or enforce the Certificate Insurer's rights or interests under this Agreement without limiting the rights or affecting the interests of the Holders as otherwise set forth herein.

Effect of Payments by the Insurer; Subrogation. (a) Anything herein to the contrary notwithstanding, for purposes any distribution of this Section 12.03, any payment with respect to principal of or interest on the Insured Certificates which Notes that is made with monies moneys received pursuant to the terms of the Insurance Policy shall not be considered payment of the Insured Certificates from Notes by the Issuer and shall not discharge the Trust FundEstate in respect of such distribution. The Indenture Trustee acknowledgesacknowledges that, and each Holder by its acceptance of an Insured Certificate agrees, that without the need for any further action on the part of the Certificate Insurer Insurer, the Indenture Trustee or the TrusteeNote Registrar, (i) to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on the Insured Certificates Notes to the Holders of such CertificatesNoteholders thereof, the Certificate Insurer will be fully subrogated to, and each Holder of an Insured Certificate and the Trustee hereby delegate and assign to the Certificate Insurer, to the fullest extent permitted by law, the rights of such Holders Noteholders to receive such principal and interest from distributions of the assets of the Trust Fund; provided that and will be deemed, to the Certificate extent of the payments so made, to be a Noteholder and (ii) the Insurer shall be paid principal and interest in its capacity as a Noteholder until all such amounts payments by the Insurer have been fully reimbursed, but only from the sources and in the manner explicitly provided herein for the distribution of such principal and interest and in each case only after the Noteholders have received all payments of principal and interest due to them under this Agreement on the related Distribution Date. (b) Without limiting the rights or interests of the Noteholders as otherwise set forth herein. The , so long as no Insurer Default exists or is continuing, the Indenture Trustee shall cooperate in all respects with any reasonable request by the Certificate Insurer for action to preserve or enforce the Certificate Insurer's rights or interests under this Agreement without limiting Agreement, including, upon the occurrence of an Event of Default or a Non-Servicer Default, a request to take any one or more of the following actions: (i) institute proceedings for the collection of all amounts then payable on the Notes or under this Agreement, enforce any judgment obtained and collect moneys adjudged due; and (ii) any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights or affecting the interests and remedies of the Holders as otherwise set forth hereinInsurer hereunder or under the other Basic Documents.

Effect of Payments by the Insurer; Subrogation. Anything herein to the contrary notwithstanding, for purposes of this Section 12.03, any payment with respect to principal of or interest on any of the Insured Certificates Class A Notes which is are made with monies moneys received pursuant to the terms of the Insurance Policy shall not be considered payment of the Insured Certificates such Class A Notes, as applicable, from the Trust Fundand shall not result in the payment of or the provision for the payment of the principal of or interest on such Class A Notes, as applicable, within the meaning of Section 5.01 herein. The Master Servicer and the Indenture Trustee acknowledgesacknowledge, and each Holder by its acceptance of an Insured Certificate a Class A Note agrees, that without the need for any further action on the part of the Certificate Insurer Insurer, the Depositor, the Master Servicer, the Indenture Trustee or the Trustee, Note Registrar (a) to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on the Insured Certificates any Class A Notes to the Holders of such CertificatesClass A Notes, the Certificate Insurer will be fully subrogated to, and each Holder of an Insured Certificate and the Trustee hereby delegate and assign to the Certificate Insurer, to the fullest extent permitted by law, the rights of such Holders to receive such principal and interest interest, as applicable, from the Trust Fund; provided that and (b) the Certificate Insurer shall be paid such amounts principal and interest but only from the sources and in the manner explicitly provided herein and in the Insurance Agreement for hereinthe payment of such principal and interest. The Indenture Trustee and the Master Servicer shall cooperate in all respects with any reasonable request by the Certificate Insurer for action to preserve or enforce the Certificate Insurer's rights or interests under this Agreement without limiting the rights or affecting the interests of the Holders of the Class A Notes as otherwise set forth herein.]