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

Effect of Payments by the Certificate Insurer; Subrogation. Anything in this Agreement to the contrary notwithstanding, for purposes of this Section 12.03, any payment with respect to principal of or interest on the Class A-1-W and Class A-3-W Certificates that is made with monies received pursuant to the terms of the Certificate Policy shall not be considered payment of the Class A-1-W and Class A-3-W Certificates from the Trust Fund. The Master Servicer, the Depositor and the Trustee acknowledge, and each Holder by its acceptance of a Class A-1-W and Class A-3-W Certificate agrees, that without the need for any further action on the part of the Certificate Insurer, the Securities Administrator, the Master Servicer, the Depositor, the Trustee or the Certificate Registrar, to the extent the Certificate Insurer or the Fiscal Agent makes payments, directly or indirectly, on account of principal of or interest on the Class A-1-W and Class A-3-W Certificates to the Holders of such Certificates, the Certificate Insurer will be fully subrogated to, and each Holder of the Class A-1-W and Class A-3-W Certificates, the Securities Administrator, the Master Servicer, the Depositor 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 in this Agreement. Subject to Section 6.01(c)(iv), the 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 in this Agreement.

Effect of Payments by the Certificate Insurer; Subrogation. Anything in this Agreement to the contrary notwithstanding, for purposes of this Section 12.03, any payment with respect to principal of or interest on the Class A-12-W and Class A-3-W A-4 Certificates that is made with monies received pursuant to the terms of the Certificate Policy shall not be considered payment of the Class A-12-W and Class A-3-W A-4 Certificates from the Trust Fund. The Master Servicer, the Depositor and the Trustee acknowledge, and each Holder by its acceptance of a Class A-12-W and Class A-3-W A-4 Certificate agrees, that without the need for any further action on the part of the Certificate Insurer, the Securities Administrator, the Master Servicer, the Depositor, the Trustee or the Certificate Registrar, to the extent the Certificate Insurer or the Fiscal Agent makes payments, directly or indirectly, on account of principal of or interest on the Class A-12-W and Class A-3-W A-4 Certificates to the Holders of such Certificates, the Certificate Insurer will be fully subrogated to, and each Holder of the Class A-12-W and Class A-3-W A-4 Certificates, the Securities Administrator, the Master Servicer, the Depositor 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 in this Agreement. Subject to Section 6.01(c)(iv), the The 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 's rights or interests under this Agreement without limiting the rights or affecting the interests of the Holders as otherwise set forth in this Agreement.

Effect of Payments by the Certificate Insurer; Subrogation. Anything in this Agreement herein to the contrary notwithstanding, for purposes of this Section 12.03, any payment with respect to principal of or interest on the Class A-1-W and Class A-3-W A Certificates that which is made with monies moneys received pursuant to the terms of the Certificate Insurance Policy shall not be considered payment of the Class A-1-W and Class A-3-W A Certificates from the Trust Fund. The Master ServicerDepositor, the Depositor Master Servicer and the Trustee acknowledge, and each Holder by 106 its acceptance of a Class A-1-W and Class A-3-W A Certificate agrees, that without the need for any further action on the part of the Certificate Insurer, the Securities AdministratorDepositor, the Master Servicer, the Depositor, the Trustee or the Certificate Registrar, Registrar (a) to the extent the Certificate Insurer or the Fiscal Agent makes payments, directly or indirectly, on account of principal of or interest on the Class A-1-W and Class A-3-W A Certificates to the Holders of such Class of Certificates, the Certificate Insurer will shall be fully subrogated to, and each Holder of the Class A-1-W and Class A-3-W Certificates, the Securities Administratorsuch Certificateholder, the Master Servicer, the Depositor Servicer 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 (in the manner set forth in the Insurance Agreement) from the Trust Fund; provided that , and (b) the Certificate Insurer shall be paid such amounts only from the sources and in the manner explicitly provided herein for the payment of such amounts and as provided in this AgreementAgreement until full reimbursement of all Insured Payments (together with interest thereon at the Late Payment Rate from the date paid by the Certificate Insurer until the date of reimbursement thereof). Subject to Section 6.01(c)(iv), the Trustee, the Securities Administrator 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 's rights or interests under this Agreement without limiting the rights or affecting the interests of the Holders of the Insured Certificates as otherwise set forth in this Agreement.herein. 107

Effect of Payments by the Certificate Insurer; Subrogation. Anything in this Agreement herein to the contrary notwithstanding, for purposes of this Section 12.03, any payment with respect to principal of or interest on the Class A-1-W and A-1 Certificates or Class A-3-W A-2 Certificates that which is made with monies moneys received pursuant to the terms of the Certificate Insurance Policy shall not be considered payment of the Class A-1-W and A-1 Certificates or Class A-3-W A-2 Certificates from the Trust Fund. The Master ServicerDepositor, the Depositor Master Servicer and the Trustee acknowledge, and each Holder by its acceptance of a Class A-1-W and A-1 Certificate or Class A-3-W A-2 Certificate agrees, that without the need for any further action on the part of the Certificate Insurer, the Securities AdministratorDepositor, the Master Servicer, the Depositor, the Trustee or the Certificate Registrar, Registrar (a) to the extent the Certificate Insurer or the Fiscal Agent makes payments, directly or indirectly, on account of principal of or interest on the Class A-1-W and Class A-3-W A-1 Certificates to the Holders of such Class of Certificates, the Certificate Insurer will shall be fully subrogated to, and each Holder of the Class A-1-W and Class A-3-W Certificates, the Securities Administratorsuch Certificateholder, the Master Servicer, the Depositor Servicer 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 (in the manner and order of priority in relation to other Classes of Certificates as is set forth in this Agreement) from the Trust Fund; provided that , and (b) the Certificate Insurer shall be paid such amounts only from the sources and in the manner explicitly provided herein for the payment of such amounts and as provided in this AgreementAgreement until full reimbursement of all Insured Payments (together with interest thereon at the applicable Pass-Through Rate from the date paid by the Certificate Insurer until the date of reimbursement thereof). Subject to Section 6.01(c)(iv), the Trustee, the Securities Administrator 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 's rights or interests under this Agreement without limiting the rights or affecting the interests of the Holders of the Insured Certificates as otherwise set forth in this Agreement.herein. 139

Effect of Payments by the Certificate Insurer; Subrogation. Anything in this Agreement herein to the contrary notwithstanding, for purposes of this Section 12.03, any payment with respect to principal of or interest on the Class A-1-W and Class A-3-W Insured Certificates that which is made with monies received pursuant to the terms of the Certificate Policy shall not be considered payment of the Class A-1-W and Class A-3-W Insured Certificates from the Trust Fund. The Master ServicerSecurities Administrator, the Depositor Trustee, the Master Servicer and the Trustee acknowledgeDepositor each acknowledges, and each Holder by its acceptance of a Class A-1-W and Class A-3-W Insured Certificate agrees, that without the need for any further action on the part of the Certificate Insurer, the Securities Administrator, the Master ServicerTrustee, the Depositor, the Trustee Master Servicer or the Certificate RegistrarDepositor, to the extent the Certificate Insurer or the Fiscal Agent makes payments, directly or indirectly, on account of principal of or interest on the Class A-1-W and Class A-3-W Insured Certificates to the Holders of such Certificates, the Certificate Insurer will be fully subrogated to, and each Holder of the Class A-1-W a Insured Certificate and Class A-3-W Certificates, the Securities Administrator, the Master Servicer, the Depositor and the Trustee Administrator 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. Notwithstanding anything to the contrary set forth herein, all amounts due to be distributed to the Certificate Insurer on any Distribution Date (i) in this Agreementrespect of reimbursements of Scheduled Payments under the Policy or (ii) in respect of any overdue amounts due and owing to the Certificate Insurer, shall, in each case, be due and payable, with interest thereon at the Late Payment Rate. Subject to Section 6.01(c)(iv)The Securities Administrator, the Trustee, the Securities Administrator Master Servicer and the Master Servicer Depositor each 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 in this Agreementherein.

Effect of Payments by the Certificate Insurer; Subrogation. Anything in this Agreement herein to the contrary notwithstanding, for purposes of this Section 12.03, any payment with respect to principal of or interest on the Class A-1-W and Class A-3-W A-1 Certificates that which is made with monies moneys received pursuant to the terms of the Certificate Insurance Policy shall not be considered payment of the Class A-1-W and Class A-3-W A-1 Certificates from the Trust Fund. The Master ServicerDepositor, the Depositor Master Servicer and the Trustee acknowledge, and each Holder by its acceptance of a Class A-1-W and Class A-3-W A-1 Certificate agrees, that without the need for any further action on the part of the Certificate Insurer, the Securities AdministratorDepositor, the Master Servicer, the Depositor, the Trustee or the Certificate Registrar, Registrar (a) to the extent the Certificate Insurer or the Fiscal Agent makes payments, directly or indirectly, on account of principal of or interest on the Class A-1-W and Class A-3-W A-1 Certificates to the Holders of such Class of Certificates, the Certificate Insurer will shall be fully subrogated to, and each Holder of the Class A-1-W and Class A-3-W Certificates, the Securities Administratorsuch Certificateholder, the Master Servicer, the Depositor Servicer 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 (in the manner and order of priority in relation to other Classes of Certificates as is set forth in this Agreement) from the Trust Fund; provided that , and (b) the Certificate Insurer shall be paid such amounts only from the sources and in the manner explicitly provided herein for the payment of such amounts and as provided in this AgreementAgreement until full reimbursement of all Insured Payments (together with interest thereon at the Pass-Through Rate from the date paid by the Certificate Insurer until the date of reimbursement thereof). Subject to Section 6.01(c)(iv), the Trustee, the Securities Administrator 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 's rights or interests under this Agreement without limiting the rights or affecting the interests of the Holders of the Insured Certificates as otherwise set forth in this Agreement.herein. 129

Effect of Payments by the Certificate Insurer; Subrogation. Anything in this Agreement herein to the contrary notwithstanding, for purposes of this Section 12.03, any payment with respect to principal of or interest on the Class A-1-W and Class A-3-W AF-3 Certificates that which is made with monies moneys received pursuant to the terms of the Certificate Insurance Policy shall not be considered payment of the Class A-1-W and Class A-3-W AF-3 Certificates from the Trust Fund. The Master ServicerDepositor, the Depositor Servicer and the Trustee acknowledge, and each Holder by its acceptance of a Class A-1-W and Class A-3-W AF-3 Certificate agrees, that without the need for any further action on the part of the Certificate Insurer, the Securities AdministratorDepositor, the Master Servicer, the Depositor, the Trustee or the Certificate Registrar, Registrar (a) to the extent the Certificate Insurer or the Fiscal Agent makes payments, directly or indirectly, on account of principal of or interest on the Class A-1-W and Class A-3-W AF-3 Certificates to the Holders of such Class of Certificates, the Certificate Insurer will shall be fully subrogated to, and each Holder of the Class A-1-W and Class A-3-W Certificatessuch Certificateholder, the Securities Administrator, the Master Servicer, the Depositor Servicer 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 (in the manner and order of priority in relation to other Classes of Certificates as is set forth in this Agreement) from the Trust Fund; provided that , and (b) the Certificate Insurer shall be paid such amounts only from the sources and in the manner explicitly provided herein for the payments of such amounts and as provided in this AgreementAgreement until full reimbursement of all Insured 117 Payments (together with interest thereon at the Pass-Through Rate form the date paid by the Certificate Insurer until the date of reimbursement thereof). Subject to Section 6.01(c)(iv), the Trustee, the Securities Administrator 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 's rights or interests under this Agreement agreement without limiting the rights or affecting the interests of the Holders of the Insured Certificates as otherwise set forth in this Agreementherein.

Effect of Payments by the Certificate Insurer; Subrogation. Anything in this Agreement to the contrary notwithstanding, for purposes of this Section 12.03, any payment with respect to principal of or interest on the Class A-1-W and Class A-3-W Certificates that is made with monies received pursuant to the terms of the Certificate Policy shall not be considered payment of the Class A-1-W and Class A-3-W Certificates from the Trust Fund. The Master Servicer, the Depositor and the Trustee acknowledge, and each Holder by its acceptance of a Class A-1-W and Class A-3-W Certificate agrees, that without the need for any further action on the part of the Certificate Insurer, the Securities Administrator, the Master Servicer, the Depositor, the Trustee or the Certificate Registrar, to the extent the Certificate Insurer or the Fiscal Agent makes payments, directly or indirectly, on account of principal of or interest on the Class A-1-W and Class A-3-W Certificates to the Holders of such Certificates, the 148 Certificate Insurer will be fully subrogated to, and each Holder of the Class A-1-W and Class A-3-W Certificates, the Securities Administrator, the Master Servicer, the Depositor 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 in this Agreement. Subject to Section 6.01(c)(iv), the 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 in this Agreement.

Effect of Payments by the Certificate Insurer; Subrogation. Anything in this Agreement to the contrary notwithstanding, for purposes of this Section 12.03, any payment with respect to principal of or interest on the Class A-1A-2-W and Class A-3A-5-W Certificates that is made with monies received pursuant to the terms of the Certificate Policy shall not be considered payment of the Class A-1A-2-W and Class A-3A-5-W Certificates from the Trust Fund. The Master Servicer, the Depositor and the Trustee acknowledge, and each Holder by its acceptance of a Class A-1A-2-W and Class A-3A-5-W Certificate agrees, that without the need for any further action on the part of the Certificate Insurer, the Securities Administrator, the Master Servicer, the Depositor, the Trustee or the Certificate Registrar, to the extent the Certificate Insurer or the Fiscal Agent makes payments, directly or indirectly, on account of principal of or interest on the Class A-1A-2-W and Class A-3A-5-W Certificates to the Holders of such Certificates, the Certificate Insurer will be fully subrogated to, and each Holder of the Class A-1A-2-W and Class A-3A-5-W Certificates, the Securities Administrator, the Master Servicer, the Depositor 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 in this Agreement. Subject to Section 6.01(c)(iv), the 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 's rights or interests under this Agreement without limiting the rights or affecting the interests of the Holders as otherwise set forth in this Agreement.

Effect of Payments by the Certificate Insurer; Subrogation. Anything in this Agreement to the contrary notwithstanding, for purposes of this Section 12.03, any payment with respect to principal of or interest on the Class A-1A-2-W B, Class A-4-B, Class A-5-B and Class A-3A-6-W B Certificates that is made with monies received pursuant to the terms of the Certificate Policy shall not be considered payment of the Class A-1A-2-W B, Class A-4-B, Class A-5-B and Class A-3A-6-W B Certificates from the Trust Fund. The Master Servicer, the Depositor and the Trustee acknowledge, and each Holder by its acceptance of a Class A-1A-2-W B, Class A-4-B, Class A-5-B and Class A-3A-6-W B Certificate agrees, that without the need for any further action on the part of the Certificate Insurer, the Securities Administrator, the Master Servicer, the Depositor, the Trustee or the Certificate Registrar, to the extent the Certificate Insurer or the Fiscal Agent makes payments, directly or indirectly, on account of principal of or interest on the Class A-1A-2-W B, Class A-4-B, Class A-5-B and Class A-3A-6-W B Certificates to the Holders of such Certificates, the Certificate Insurer will be fully subrogated to, and each Holder of the Class A-1A-2-W B, Class A-4-B, Class A-5-B and Class A-3A-6-W B Certificates, the Securities Administrator, the Master Servicer, the Depositor 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 in this Agreement. Subject to Section 6.01(c)(iv), the 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 's rights or interests under this Agreement without limiting the rights or affecting the interests of the Holders as otherwise set forth in this Agreement.

Effect of Payments by the Certificate Insurer; Subrogation. Anything in this Agreement herein to the contrary notwithstanding, for purposes of this Section 12.03, any payment with respect to principal of or interest on the Class A-1-W and Class A-3-W A-1B Certificates that which is made with monies moneys received pursuant to the terms of the Certificate Insurance Policy shall not be considered payment of the Class A-1-W and Class A-3-W A-1B Certificates from the Trust Fund. The Master ServicerDepositor, the Depositor Master Servicer and the Trustee acknowledge, and each Holder by its acceptance of a Class A-1-W and Class A-3-W A-1B Certificate agrees, that without the need for any further action on the part of the Certificate Insurer, the Securities AdministratorDepositor, the Master Servicer, the Depositor, the Trustee or the Certificate Registrar, Registrar (a) to the extent the Certificate Insurer or the Fiscal Agent makes payments, directly or indirectly, on account of principal of or interest on the Class A-1-W and Class A-3-W A-1B Certificates to the Holders of such Class of Certificates, the Certificate Insurer will shall be fully subrogated to, and each Holder of the Class A-1-W and Class A-3-W Certificates, the Securities Administratorsuch Certificateholder, the Master Servicer, the Depositor Servicer 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 (in the manner and order of priority in relation to other Classes of Certificates as is set forth in this Agreement) from the Trust Fund; provided that , and (b) the Certificate Insurer shall be paid such amounts only from the sources and in the manner explicitly provided herein for the payment of such amounts and as provided in this AgreementAgreement until full reimbursement of all Insured Payments (together with interest thereon at the Pass-Through Rate from the date paid by the Certificate Insurer until the date of reimbursement thereof). Subject to Section 6.01(c)(iv), the Trustee, the Securities Administrator 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 's rights or interests under this Agreement without limiting the rights or affecting the interests of the Holders of the Insured Certificates as otherwise set forth in this Agreement.herein. 135