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

Effect of Payments by the Note Insurer; Subrogation. Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on the Notes which is made with moneys received pursuant to the terms of the Note Insurance Policy shall not be considered payment of the Notes from the Trust Estate. The Depositor, the Servicer, the Trust, the Collateral Agent and the Indenture Trustee acknowledge and agree, that without the need for any further action on the part of the Note Insurer, the Depositor, the Servicer, the Trust, the Collateral Agent, the Indenture Trustee or the Note Registrar (a) to the extent the Note Insurer makes payments, directly or indirectly, on account of principal of or interest on the Notes to the Holders of such Notes, the Note Insurer will be fully subrogated to, and each Noteholder, the Servicer, the Depositor, the Trust, the Collateral Agent and the Indenture Trustee hereby delegate and assign to the Note Insurer, to the fullest extent permitted by law, the rights of such Holders to receive such principal and interest from the Trust Estate, including, without limitation, any amounts due to the Noteholders in respect of securities law violations arising from the offer and sale of the Notes, and (b) the Note Insurer shall be paid such amounts from the sources and in the manner provided herein for the payment of such amounts and as provided in the Insurance Agreement. The Indenture Trustee, the Collateral Agent and the Servicer shall cooperate in all respects with any reasonable request by the Note Insurer for action to preserve or enforce the Note 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 Note Insurer; Subrogation. Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on the Notes which is made with moneys received pursuant to the terms of the Note Insurance Policy shall not be considered payment of the Notes from the Trust Estate. The Depositor, the Servicer, the Trust, the Collateral Agent and the Indenture Trustee acknowledge and agree, that without the need for any further action on the part of the Note Insurer, the Depositor, the Servicer, the Trust, the Collateral Agent, the Indenture Trustee or the Note Registrar (a) to the extent the Note Insurer makes payments, directly or indirectly, on account of principal of or interest on the Notes to the Holders of such Notes, the Note Insurer will be fully subrogated to, and each Noteholder, the Servicer, the Depositor, the Trust, the Collateral Agent and the Indenture Trustee hereby delegate and assign to the Note Insurer, to the fullest extent permitted by law, the rights of such Holders to receive such principal and interest from the Trust Estate, including, without limitation, any amounts due to the Noteholders in respect of securities law violations arising from the offer and sale of the Notes, and (b) the Note Insurer shall be paid such amounts from the sources and in the manner provided herein for the payment of such amounts and as provided in the Insurance Agreement. The Indenture Trustee, the Collateral Agent and the Servicer shall cooperate in all respects with any reasonable request by the Note Insurer for action to preserve or enforce the Note 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 Note Insurer; Subrogation. Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on the Notes which is made with moneys received pursuant to the terms of the Note Insurance Policy shall not be considered payment of the Notes from the Trust Estate. The DepositorSponsor, the Master Servicer, the Trust, the Collateral Agent Trust and the Indenture Trustee acknowledge and agree, that without the need for any further action on the part of the Note Insurer, the DepositorSponsor, the Master Servicer, the Trust, the Collateral Agent, the Indenture Trustee or the Note Registrar (a) to the extent the Note Insurer makes payments, directly or indirectly, on account of principal of or interest on the Notes to the Holders of such Notes, the Note Insurer will be fully subrogated to, and each Noteholder, the Master Servicer, the DepositorSponsor, the Trust, the Collateral Agent Trust and the Indenture Trustee hereby delegate and assign to the Note Insurer, to the fullest extent permitted by law, the rights of such Holders to receive such principal and interest from the Trust Estate, including, without limitation, any amounts due to the Noteholders in respect of securities law violations arising from the offer and sale of the Notes, and (b) the Note Insurer shall be paid such amounts from the sources and in the manner provided herein for the payment of such amounts and as provided in the Insurance Agreement. The Indenture Trustee, the Collateral Agent Trustee and the Master Servicer shall cooperate in all respects with any reasonable request by the Note Insurer for action to preserve or enforce the Note 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 Note Insurer; Subrogation. Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on the Notes which is made with moneys received pursuant to the terms of the Note Insurance Policy shall not be considered payment of the Notes from the Trust Estate. The Depositor, the Sponsor, the Servicer, the Trust, the Collateral Agent Issuing Entity and the Indenture Trustee acknowledge and agree, that without the need for any further action on the part of the Note Insurer, the Depositor, the Sponsor, the Servicer, the Trust, the Collateral AgentIssuing Entity, the Indenture Trustee or the Note Registrar (a) to the extent the Note Insurer makes payments, directly or indirectly, on account of principal of or interest on the Notes to the Holders of such Notes, the Note Insurer will be fully subrogated to, and each Noteholder, the Servicer, the Depositor, the TrustSponsor, the Collateral Agent Issuing Entity and the Indenture Trustee hereby delegate and assign to the Note Insurer, to the fullest extent permitted by law, the rights of such Holders to receive such principal and interest from the Trust Estate, including, without limitation, any amounts due to the Noteholders in respect of securities law violations arising from the offer and sale of the Notes, and (b) the Note Insurer shall be paid such amounts from the sources and in the manner provided herein for the payment of such amounts and as provided in the Insurance Agreement. The Indenture Trustee, the Collateral Agent Trustee and the Servicer shall cooperate in all respects with any reasonable request by the Note Insurer for action to preserve or enforce the Note Insurer's ’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 Note Insurer; Subrogation. Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on the Notes which is made with moneys received pursuant to the terms of the Note Insurance Policy shall not be considered payment of the Notes from the Trust Estate. The DepositorSeller, the Sponsor, the Master Servicer, the Trust, the Collateral Agent Trust and the Indenture Trustee acknowledge and agree, that without the need for any further action on the part of the Note Insurer, the DepositorSeller, the Sponsor, the Master Servicer, the Trust, the Collateral Agent, the Indenture Trustee or the Note Registrar (a) to the extent the Note Insurer makes payments, directly or indirectly, on account of principal of or interest on the Notes to the Holders of such Notes, the Note Insurer will be fully subrogated to, and each Noteholder, the Master Servicer, the DepositorSeller, the TrustSponsor, the Collateral Agent Trust and the Indenture Trustee hereby delegate and assign to the Note Insurer, to the fullest extent permitted by law, the rights of such Holders to receive such principal and interest from the Trust Estate, including, without limitation, any amounts due to the Noteholders in respect of securities law violations arising from the offer and sale of the Notes, and (b) the Note Insurer shall be paid such amounts from the sources and in the manner provided herein for the payment of such amounts and as provided in the Insurance Agreement. The Indenture Trustee, the Collateral Agent Trustee and the Master Servicer shall cooperate in all respects with any reasonable request by the Note Insurer for action to preserve or enforce the Note Insurer's ’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 Note Insurer; Subrogation. Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on the Notes which is made with moneys received pursuant to the terms of the Note Insurance Policy shall not be considered payment of the Notes from the Trust Estate. The DepositorSeller, the Sponsor, the Master Servicer, the Trust, the Collateral Agent Trust and the Indenture Trustee acknowledge and agree, that without the need for any further action on the part of the Note Insurer, the DepositorSeller, the Sponsor, the Master Servicer, the Trust, the Collateral Agent, the Indenture Trustee or the Note Registrar (a) to the extent the Note Insurer makes payments, directly or indirectly, on account of principal of or interest on the Notes to the Holders of such Notes, the Note Insurer will be fully subrogated to, and each Noteholder, the Master Servicer, the DepositorSeller, the TrustSponsor, the Collateral Agent Trust and the Indenture Trustee hereby delegate and assign to the Note Insurer, to the fullest extent permitted by law, the rights of such Holders to receive such principal and interest from the Trust Estate, including, without limitation, any amounts due to the Noteholders in respect of securities law violations arising from the offer and sale of the Notes, and (b) the Note Insurer shall be paid such amounts from the sources and in the manner provided herein for the payment of such amounts and as provided in the Insurance Agreement. The Indenture Trustee, the Collateral Agent Trustee and the Master Servicer shall cooperate in all respects with any reasonable request by the Note Insurer for action to preserve or enforce the Note 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 Note Insurer; Subrogation. Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on the Notes which is made with moneys received pursuant to the terms of the Note Insurance Policy shall not be considered payment of the Notes from the Trust Estate. The Depositor, the Servicer, the Trust, the Collateral Agent and the Indenture Trustee acknowledge and agreeagrees, that without the need for any further action on the part of the Note Insurer, the DepositorSeller, the Servicer, the Trust, the Collateral Agent, Master Servicer or the Indenture Trustee or the Note Registrar (a) Trustee, to the extent the Note Insurer makes payments, directly or indirectly, on account of principal of or interest on the Notes to the Holders of such NotesNoteholders, the Note Insurer will be fully subrogated to, and each Noteholder, the Servicer, the Depositor, the Trust, the Collateral Agent and the Indenture Trustee hereby delegate and assign to the Note Insurer, to the fullest extent permitted by law, the rights of such Holders Noteholders to receive such principal and and/or interest from the Trust Estate, including, without limitation, . The Issuer shall not be discharged from its obligations hereunder upon payment of principal of any amounts due to interest on the Noteholders in respect of securities law violations arising from the offer and sale of the Notes, and (b) Notes by the Note Insurer shall be paid such amounts from under the sources and in the manner provided herein for the payment of such amounts and as provided in the Insurance AgreementPolicy. The Indenture Trustee, the Collateral Agent and the Servicer Trustee shall reasonably cooperate in all respects with any reasonable request by the Note Insurer or the Noteholders (when other than the Seller, the Master Servicer or any affiliate thereof) for action to preserve or enforce the Note Insurer's respective rights or interests of the Note Insurer or the Noteholders under this Agreement without limiting the rights or affecting the interests interest of the Holders Noteholders as otherwise set forth herein.

Effect of Payments by the Note Insurer; Subrogation. (a) Anything herein to the contrary notwithstanding, any payment with respect to distribution of principal of or interest on the Notes which that is made with moneys received pursuant to the terms of the Note Insurance Policy shall not be considered payment of the Notes from by the Issuer and shall not discharge the Trust Estateassets in respect of such distribution. The Depositor, the Servicer, the Trust, the Collateral Agent and the Indenture Trustee acknowledge and agreeacknowledges that, that without the need for any further action on the part of the Note Insurer, the Depositor, the Servicer, the Trust, the Collateral Agent, the Indenture Trustee or the Note Registrar Registrar, (ai) to the extent the Note Insurer makes payments, directly or indirectly, on account of principal of or interest on the Notes to the Holders of such NotesNoteholders thereof, the Note Insurer will be fully subrogated to, and each Noteholder, the Servicer, the Depositor, the Trust, the Collateral Agent and the Indenture Trustee hereby delegate and assign to the Note 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 Estate, including, without limitation, any amounts due and will be deemed to the Noteholders in respect of securities law violations arising from the offer and sale extent of the Notes, payments so made to be a Noteholder and (bii) the Note Insurer shall be paid principal and interest in its capacity as a Noteholder until all such amounts payments by the Note Insurer have been fully reimbursed, but only from the sources and in the manner provided herein for the payment distribution of such amounts 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 provided in the Insurance Agreement. The Indenture Trusteeotherwise set forth herein, so long as no Note Insurer Default exists or is not continuing, the Collateral Agent and the Servicer Indenture Trustee shall cooperate in all respects with any reasonable request by the Note Insurer for action to preserve or enforce the Note Insurer's rights or interests under this Agreement without limiting Agreement, including, upon the occurrence of a Servicer Termination Event, 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 hereinNote Insurer hereunder.

Effect of Payments by the Note Insurer; Subrogation. Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on the Notes Note which is made with moneys received pursuant to the terms of the Note Insurance Policy shall not be considered payment of the Notes Note from the Trust Estate. The Depositor, the Servicer, the Trust, the Collateral Agent and the Indenture Trustee acknowledge and agree, that without the need for any further action on the part of the Note Insurer, the Depositor, the Servicer, the Trust, the Collateral Agent, the Indenture Trustee or the Note Registrar (a) to the extent the Note Insurer makes payments, directly or indirectly, on account of principal of or interest on the Notes Note to the Holders of such NotesNoteholders, the Note Insurer will be fully subrogated to, to the Noteholders to the extent of such payments and each Noteholder, the Servicer, the Depositor, the Trust, the Collateral Agent and the Indenture Trustee hereby delegate and assign to the Note Insurer, to the fullest extent permitted by law, the rights of such Holders to receive such principal and interest from the Trust Estate, including, without limitation, any amounts due to the Noteholders Noteholder in respect of securities law violations arising from the offer and sale of the NotesNote, and (b) the Note Insurer shall be paid such amounts from the sources and in the manner provided herein for the payment of such amounts and as provided in the Insurance Agreement. The Indenture Trustee, the Collateral Agent and the Servicer shall cooperate in all respects with any reasonable request by the Note Insurer for action to preserve or enforce the Note 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 Note Insurer; Subrogation. (a) Anything herein to the contrary notwithstanding, any payment with respect to distribution of principal of or interest on the Notes which that is made with moneys received pursuant to the terms of the Note Insurance Policy shall not be considered payment of the Notes from by the Issuer and shall not discharge the Trust Estateassets in respect of such distribution. The Depositor, the Servicer, the Trust, the Collateral Agent and the Indenture Trustee acknowledge and agreeacknowledges that, that without the need for any further action on the part of the Note Insurer, the Depositor, the Servicer, the Trust, the Collateral Agent, the Indenture Trustee or the Note Registrar Registrar, (ai) to the extent the Note Insurer makes payments, directly or indirectly, on account of principal of or interest on the Notes to the Holders of such NotesNoteholders thereof, the Note Insurer will be fully subrogated to, and each Noteholder, the Servicer, the Depositor, the Trust, the Collateral Agent and the Indenture Trustee hereby delegate and assign to the Note 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 Estate, including, without limitation, any amounts due and will be deemed to the Noteholders in respect of securities law violations arising from the offer and sale extent of the Notes, payments so made to be a Noteholder and (bii) the Note Insurer shall be paid principal and interest in its capacity as a Noteholder until all such amounts payments by the Note Insurer have been fully reimbursed, but only from the sources and in the manner provided herein for the payment distribution of such amounts 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. (b) Without limiting the rights or interests of the Noteholders as provided in the Insurance Agreement. The Indenture Trusteeotherwise set forth herein, so long as no Note Insurer Default exists, the Collateral Agent and the Servicer Indenture Trustee shall cooperate in all respects respect with any reasonable request by the Note Insurer for action to preserve or enforce the Note Insurer's rights or interests under this Agreement without limiting Agreement, including, upon the occurrence and continuance of a Servicing 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 hereinNote Insurer hereunder.]

Effect of Payments by the Note Insurer; Subrogation. Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on the Notes which is made with moneys received pursuant to the terms of the Note Insurance Policy shall not be considered payment of the Notes from the Trust Estate. The DepositorSeller, the Sponsor, the Master Servicer, the TrustBackup Servicer, the Collateral Agent Trust and the Indenture Trustee acknowledge and agree, that without the need for any further action on the part of the Note Insurer, the DepositorSeller, the Sponsor, the Master Servicer, the Backup Servicer, the Trust, the Collateral Agent, the Indenture Trustee or the Note Registrar (a) to the extent the Note Insurer makes payments, directly or indirectly, on account of principal of or interest on the Notes to the Holders of such Notes, the Note Insurer will be fully subrogated to, and each Noteholder, the Master Servicer, the DepositorBackup Servicer, the TrustSeller, the Collateral Agent Sponsor, the Trust and the Indenture Trustee hereby delegate and assign to the Note Insurer, to the fullest extent permitted by law, the rights of such Holders to receive such principal and interest from the Trust Estate, including, without limitation, any amounts due to the Noteholders in respect of securities law violations arising from the offer and sale of the Notes, and (b) the Note Insurer shall be paid such amounts from the sources and in the manner provided herein for the payment of such amounts and as provided in the Insurance Agreement. The Indenture Trustee, the Collateral Agent Trustee and the Master Servicer shall cooperate in all respects with any reasonable request by the Note Insurer for action to preserve or enforce the Note Insurer's ’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 Note Insurer; Subrogation. Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on the Insured Notes which that is made with moneys received pursuant to the terms of the Note Insurance Policy shall not be considered payment of the Notes Securities from the Trust Estate. The Depositor, the Servicer, the Trust, the Collateral Agent Servicer and the Indenture Trustee acknowledge acknowledge, and agreeeach Holder by its acceptance of a Security agrees, that without the need for any further action on the part of the Note Insurer, the Depositor, the Servicer, the Trust, the Collateral Agent, the Indenture Trustee or the Note Registrar (a) to the extent the Note Insurer makes payments, directly or indirectly, on account of principal of or interest on the Insured Notes to the Holders of such NotesSecurities, the Note Insurer will be fully subrogated to, and each NoteholderSecurityholder, the Servicer, the Depositor, the Trust, the Collateral Agent Servicer and the Indenture Trustee hereby delegate and assign to the Note Insurer, to the fullest extent permitted by law, the rights of such Holders to receive such principal and interest from the Trust Estate, including, without limitation, any amounts due to the Noteholders Securityholders in respect of securities law violations arising from the offer and sale of the Insured Notes, and (b) the Note Insurer shall be paid such amounts but only from the sources and in the manner provided herein for the payment of such amounts and as provided in the Insurance Agreementamounts. The Indenture Trustee, the Collateral Agent Trustee and the Servicer shall cooperate in all respects with any reasonable request by the Note Insurer for action to preserve or enforce the Note 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 Note Insurer; Subrogation. (a) Anything herein to the contrary notwithstanding, any payment with respect to distribution of principal of or interest on the Notes which that is made with moneys received pursuant to the terms of the Note Insurance Policy shall not be considered payment of the Notes from by the Issuer and shall not discharge the Trust Estateassets in respect of such distribution. The Depositor, the Servicer, the Trust, the Collateral Agent and the Indenture Trustee acknowledge and agreeacknowledges that, that without the need for any further action on the part of the Note Insurer, the Depositor, the Servicer, the Trust, the Collateral Agent, the Indenture Trustee or the Note Registrar Registrar, (ai) to the extent the Note Insurer makes payments, directly or indirectly, on account of principal of or interest on the Notes to the Holders of such NotesNoteholders, the Note Insurer will be fully subrogated to, and each Noteholder, the Servicer, the Depositor, the Trust, the Collateral Agent and the Indenture Trustee hereby delegate and assign to the Note 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 Estate, including, without limitation, any amounts due and will be deemed to the Noteholders in respect of securities law violations arising from the offer and sale extent of the Notes, payments so made to be a Noteholder and (bii) the Note Insurer shall be paid principal and interest in its capacity as a Noteholder until all such amounts payments by the Note Insurer have been fully reimbursed, but only from the sources and in the manner provided herein for the payment distribution of such amounts principal and interest and in each case only after the Noteholders have received all Guaranteed Payments due to them under this Agreement. (b) Without limiting the rights or interests of the Noteholders as provided in the Insurance Agreement. The Indenture Trusteeotherwise set forth herein and subject to Article X, so long as no Note Insurer Default exists, the Collateral Agent and the Servicer Indenture Trustee shall cooperate in all respects with any reasonable request by the Note Insurer for action to preserve or enforce the Note Insurer's rights or interests under this Agreement without limiting Agreement, including, upon the occurrence and continuance of a Servicer Termination Event, 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 hereinNote Insurer hereunder.