Common use of Subrogation and Cooperation Clause in Contracts

Subrogation and Cooperation. The Issuer and the Indenture Trustee acknowledge that (i) to the extent the Credit Enhancer makes payments under the Group I Policy on account of principal of or interest on the Group I Loans, the Credit Enhancer will be fully subrogated to the rights of the Class I Noteholders to receive such principal and interest from the Group I Loans, (ii) to the extent the Credit Enhancer makes payments under the Group II Policy on account of principal of or interest on the Group II Loans, the Credit Enhancer will be fully subrogated to the rights of the Class II Noteholders to receive such principal and interest from the Group II Loans and (iii) the Credit Enhancer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. The Indenture Trustee shall cooperate in all respects with any reasonable request by the Credit Enhancer for action to preserve or enforce the Credit Enhancer's rights or interest under this Indenture or the Insurance Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the Indenture, including, without limitation, upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actions:

Subrogation and Cooperation. The Issuer and the Indenture Trustee acknowledge that (ia) to To the extent the Credit Enhancer makes payments under the Group I Policy on account of principal of or interest on the Group I LoansNotes under the Policy, the Credit Enhancer will be fully subrogated to the rights of the Class I Noteholders to receive such that principal and interest from the Group I Loans, (ii) to the extent the Credit Enhancer makes payments under the Group II Policy on account of principal of or interest on the Group II Loans, the Credit Enhancer will be fully subrogated to the rights Mortgage Loans of the Class II Noteholders related Loan Group, any other related Collateral, and any Crossover Amounts and Subordinated Transferor Collections they are entitled to receive such principal and interest from the Group II Loans other Loan Group, and (iii) the Credit Enhancer shall be paid such that principal and interest interest, but only from the sources and in the manner provided herein in this Indenture and in the Insurance Sale and Servicing Agreement for the payment of such that principal and interest. Any payment of principal or interest on a Class of Notes made with moneys received under the Policy shall not be considered payment of that Class of Notes from the Trust and shall not result in the payment of or the provision for the payment of the principal or interest on that Class of Notes under Section 4.01. The Credit Enhancer shall be paid principal and interest from Mortgage Loans only from the sources and in the manner provided in this Indenture and in the Insurance Agreement. The Indenture Trustee shall cooperate in all respects with any reasonable request or direction by the Credit Enhancer for action to take any of the following actions to preserve or enforce the Credit Enhancer's rights or interest under each of this Indenture or and the Insurance Sale and Servicing Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the under this Indenture, including, without limitation, including upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actionsCredit Enhancer Default:

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge that (i) (a) to the extent the Credit Enhancer makes payments under the Group I Policy on account of principal of or interest on the Group I Loans, the Credit Enhancer will be fully subrogated to the rights of the Class I Noteholders to receive such principal and interest from the Group I Loans, Loans and (iib) to the extent the Credit Enhancer makes payments under the Group II Policy on account of principal of or interest on the Group II Loans, the Credit Enhancer will be fully subrogated to the rights of the Class II Noteholders to receive such principal and interest from the Group II Loans and (iiiii) the Credit Enhancer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. The Indenture Trustee shall cooperate in all respects with any reasonable request by the Credit Enhancer for action to preserve or enforce the Credit Enhancer's rights or interest under this Indenture or the Insurance Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the Indenture, including, without limitation, upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actions:

Subrogation and Cooperation. The Issuer and the Indenture Trustee acknowledge that (ia) to To the extent the Credit Enhancer makes payments under the Group I Policy on account of principal of or interest on the Group I LoansNotes under the Policy, the Credit Enhancer will be fully subrogated to the rights of the Class I Noteholders to receive such that principal and interest from the Group I Loans, (ii) to the extent the Credit Enhancer makes payments under the Group II Policy on account of principal of or interest on the Group II Loans, the Credit Enhancer will be fully subrogated to the rights Mortgage Loans of the Class II Noteholders related Loan Group, any Crossover Amounts and Subordinated Transferor Collections they are entitled to receive such principal and interest from the Group II Loans other Loan Group, and (iii) any other related Collateral, and the Credit Enhancer shall be paid such that principal and interest interest, but only from the sources and in the manner provided herein in this Indenture and in the Insurance Sale and Servicing Agreement for the payment of such that principal and interest. Any payment of principal or interest on a Class of Notes made with moneys received under the Policy shall not be considered payment of that Class of Notes from the Trust and shall not result in the payment of or the provision for the payment of the principal or interest on that Class of Notes under Section 4.01. The Credit Enhancer shall be paid principal and interest from Mortgage Loans only from the sources and in the manner provided in this Indenture and in the Insurance Agreement. The Indenture Trustee shall cooperate in all respects with any reasonable request or direction by the Credit Enhancer for action to take any of the following actions to preserve or enforce the Credit Enhancer's rights or interest under each of this Indenture or and the Insurance Sale and Servicing Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the under this Indenture, including, without limitation, including upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actionsCredit Enhancer Default:

Subrogation and Cooperation. (a) The Issuer and the Indenture ---------------------------- Trustee acknowledge that (i) to the extent the Credit Enhancer Note Insurer makes payments under the Group I Note Insurance Policy on account of principal of or interest on the Group I LoansNotes, or under the Swap Insurance Policy on account of amounts due the Swap Counterparty, the Credit Enhancer Note Insurer will be fully subrogated to the rights of such Holders or the Class I Noteholders Swap Counterparty, as applicable, to receive such principal and interest or amounts otherwise due the Swap Counterparty from the Group I LoansIssuer, and (ii) to the extent the Credit Enhancer makes payments under the Group II Policy on account of principal of or interest on the Group II Loans, the Credit Enhancer will be fully subrogated to the rights of the Class II Noteholders to receive such principal and interest from the Group II Loans and (iii) the Credit Enhancer Note Insurer shall be paid such principal and interest and such other amounts but only from the sources and in the manner provided herein and in the Sale and Servicing Agreement and the Insurance Agreement for the payment of such principal and interest. The Indenture Trustee shall cooperate in all respects with any reasonable request by the Credit Enhancer Note Insurer for action to preserve or enforce the Credit EnhancerNote Insurer's rights or interest under this Indenture Indenture, the Sale and Servicing Agreement or the Insurance Agreement, consistent with this Indenture and Agreement without limiting the rights of the Noteholders as otherwise set forth in the Indenture, including, without limitation, upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actions:

Subrogation and Cooperation. The Issuer and the Indenture Trustee acknowledge that (ia) to To the extent the Credit Enhancer makes payments under the Group I Policy on account of principal of or interest on the Group I LoansNotes under the Policy, the Credit Enhancer will be fully subrogated to the rights of the Class I Noteholders to receive such that principal and interest from the Group I Loans, (ii) to the extent the Credit Enhancer makes payments under the Group II Policy on account of principal of or interest on the Group II Loans, the Credit Enhancer will be fully subrogated to the rights Mortgage Loans of the Class II Noteholders related Loan Group, any other related Collateral, and any Crossover Amounts and Subordinated Transferor Collections they are entitled to receive such principal and interest from the other Loan Group II Loans and (iii) the Credit Enhancer shall be paid such that principal and interest interest, but only from the sources and in the manner provided herein in this Indenture and in the Insurance Sale and Servicing Agreement for the payment of such that principal and interest. Any payment of principal or interest on a Class of Notes made with moneys received under the Policy shall not be considered payment of that Class of Notes from the Trust and shall not result in the payment of or the provision for the payment of the principal or interest on that Class of Notes under Section 4.01. The Credit Enhancer shall be paid form the assets of the Trust from the sources and in the manner provided in this Indenture and in the Insurance Agreement. The Indenture Trustee shall cooperate in all respects at the expense of the Trust with any reasonable request or direction by the Credit Enhancer for action to take any of the following actions to preserve or enforce the Credit Enhancer's rights or interest under each of this Indenture or and the Insurance Sale and Servicing Agreement, consistent with this Indenture and without limiting the rights of the Noteholders as otherwise set forth in the under this Indenture, including, without limitation, including upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actionsCredit Enhancer Default: