Common use of Subrogation and Cooperation Clause in Contracts

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge (and each Noteholder by acceptance of its Note hereby agrees) that (i) to the extent the Note Insurer makes payments under the Note Insurance Policy on account of principal of or interest on the Notes, the Note Insurer will be fully subrogated to the rights of such Holders to receive such principal and interest from the Issuer, and (ii) the Note Insurer 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. Scheduled Payments disbursed by the Indenture Trustee from proceeds of the Note Insurance Policy shall not be considered payment by the Issuer with respect to the Notes, nor shall such disbursement of such Scheduled Payments discharge the obligations of the Issuer with respect to the amounts thereof, and the Note Insurer shall become the owner of such amounts as the deemed subrogee of such Noteholders. The 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 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. (a) The Issuer and the Indenture Trustee acknowledge (and each Noteholder Bondholder by acceptance of its Note Bond hereby agrees) that (i) to the extent the Note Bond Insurer makes payments under the Note Bond Insurance Policy on account of principal of or interest on the NotesBonds, the Note Bond Insurer will be fully subrogated to the rights of such Holders to receive such principal and interest from the Issuer, and (ii) the Note Bond Insurer 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. Scheduled Insured Payments disbursed by the Indenture Trustee from proceeds of the Note Bond Insurance Policy shall not be considered payment by the Issuer with respect to the NotesBonds, nor shall such disbursement of such Scheduled Insured Payments discharge the obligations of the Issuer with respect to the amounts thereof, and the Note Bond Insurer shall become the owner of such amounts as the deemed subrogee of such NoteholdersBondholders. The So long as no Bond Insurer Default exists, the Indenture Trustee shall cooperate in all respects with any reasonable request by the Note Bond Insurer for action to preserve or enforce the Note Bond Insurer's rights or interest under this Indenture or the Insurance Agreement, consistent with this Indenture and without limiting the rights of the Noteholders Bondholders 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. (a) The Issuer and the Indenture Trustee acknowledge (and each Noteholder by acceptance of its Note hereby agrees) that (i) to To the extent the Note Insurer Credit Enhancer makes payments under the Note Insurance Policy on account of principal of or interest on the NotesNotes under the Policy, the Note Insurer Credit Enhancer will be fully subrogated to the rights of such Holders the Noteholders to receive such that principal and interest from the IssuerMortgage Loans of the related Loan Group, any other related Collateral, and (ii) any Crossover Amounts and Subordinated Transferor Collections they are entitled to from the Note Insurer other Loan Group 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. Scheduled Payments disbursed by Any payment of principal or interest on a Class of Notes made with moneys received under the Indenture Trustee from proceeds of the Note Insurance Policy shall not be considered payment by of that Class of Notes from the Issuer with respect to Trust and shall not result in the Notes, nor shall such disbursement payment of such Scheduled Payments discharge or the obligations provision for the payment of the Issuer with respect to 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 amounts thereof, sources and in the Note Insurer shall become manner provided in this Indenture and in the owner of such amounts as the deemed subrogee of such NoteholdersInsurance Agreement. The Indenture Trustee shall cooperate in all respects with any reasonable request or direction by the Note Insurer for action Credit Enhancer to take any of the following actions to preserve or enforce the Note InsurerCredit 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 (and each Noteholder by acceptance of its Note hereby agrees) that (i) to To the extent the Note Insurer Credit Enhancer makes payments under the Note Insurance Policy on account of principal of or interest on the NotesNotes under the Policy, the Note Insurer Credit Enhancer will be fully subrogated to the rights of such Holders the Noteholders to receive such that principal and interest from the IssuerMortgage Loans of the related Loan Group, any other related Collateral, and (ii) any Crossover Amounts and Subordinated Transferor Collections they are entitled to from the Note Insurer other Loan Group 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. Scheduled Payments disbursed by Any payment of principal or interest on a Class of Notes made with moneys received under the Indenture Trustee from proceeds of the Note Insurance Policy shall not be considered payment by of that Class of Notes from the Issuer with respect to Trust and shall not result in the Notes, nor shall such disbursement payment of such Scheduled Payments discharge or the obligations provision for the payment of the Issuer with respect to 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 amounts thereof, sources and in the Note Insurer shall become manner provided in this Indenture and in the owner of such amounts as the deemed subrogee of such NoteholdersInsurance Agreement. The Indenture Trustee shall cooperate in all respects at at the expense of the Trust with any reasonable request or direction by the Note Insurer for action Credit Enhancer to take any of the following actions to preserve or enforce the Note InsurerCredit 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 Any and all Deficiency Amounts and Preference Amounts disbursed by the Indenture Trustee acknowledge (from claims made under the Policy will not be considered payment by the Trust with respect to the Notes, and each Noteholder by acceptance will not discharge the obligations of the Trust with respect thereto. The Enhancer will, upon any payment pursuant to the Policy, in furtherance and not in limitation of its Note hereby agrees) that (i) equitable right of subrogation and its rights under the Insurance Agreement, to the extent the Note Insurer it makes payments under the Note Insurance Policy on account of principal of or interest on any payment with respect to the Notes, the Note Insurer will be fully become subrogated to the rights of such any Holders to receive any and all amounts due in respect of the Notes as to which such payment was made. Subject to and conditioned upon any payment with respect to the Notes by or on behalf of the Enhancer, the Indenture Trustee will assign to the Enhancer all rights to the payment of interest or principal and interest from with respect to the IssuerNotes which are then due for payment to the extent of all payments made by the Enhancer, and (ii) the Enhancer may exercise any option, vote, right, power or the like with respect to the Notes to the extent that it has made payment pursuant to the Policy. To evidence such subrogation, the Note Insurer Registrar will note the Enhancer's rights as subrogee upon the register of Holders. The foregoing subrogation will in all cases be subject to the rights of the Holders to receive all Deficiency Amounts in respect of the Notes. Notwithstanding anything herein to the contrary, the 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. Scheduled Payments disbursed by the Indenture Trustee from proceeds of the Note Insurance Policy shall not be considered payment by the Issuer with respect to the Notes, nor shall such disbursement of such Scheduled Payments discharge the obligations of the Issuer with respect to the amounts thereof, and the Note Insurer shall become the owner of such amounts as the deemed subrogee of such Noteholders. The Indenture Trustee shall cooperate in all respects with any reasonable request by the Note Insurer Enhancer for action to preserve or enforce the Note Insurer's 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, including upon the occurrence and continuance of a default under the Insurance Agreement, a request (which request shall be in writing) to take any one or more of the following actions:

Subrogation and Cooperation. (a) The Issuer Any and all Deficiency Amounts and Preference Amounts disbursed by the Indenture Trustee acknowledge (from claims made under the Policy will not be considered payment by the Trust with respect to the Notes, and each Noteholder by acceptance will not discharge the obligations of the Trust with respect thereto. The Enhancer will, upon any payment pursuant to the Policy, in furtherance and not in limitation of its Note hereby agrees) that (i) equitable right of subrogation and its rights under the Insurance Agreement, to the extent the Note Insurer it makes payments under the Note Insurance Policy on account of principal of or interest on any payment with respect to the Notes, the Note Insurer will be fully become subrogated to the rights of such any Holders to receive any and all amounts due in respect of the Notes as to which such payment was made. Subject to and conditioned upon any payment with respect to the Notes by or on behalf of the Enhancer, the Paying Agent will assign to the Enhancer all rights to the payment of interest or principal and interest from with respect to the IssuerNotes which are then due for payment to the extent of all payments made by the Enhancer, and (ii) the Enhancer may exercise any option, vote, right, power or the like with respect to the Notes to the extent that it has made payment pursuant to the Policy. To evidence such subrogation, the Note Insurer Registrar will note the Enhancer's rights as subrogee upon the register of Holders. The foregoing subrogation will in all cases be subject to the rights of the Holders to receive all Deficiency Amounts in respect of the Notes. Notwithstanding anything herein to the contrary, the 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. Scheduled Payments disbursed by the Indenture Trustee from proceeds of the Note Insurance Policy shall not be considered payment by the Issuer with respect to the Notes, nor shall such disbursement of such Scheduled Payments discharge the obligations of the Issuer with respect to the amounts thereof, and the Note Insurer shall become the owner of such amounts as the deemed subrogee of such Noteholders. The Indenture Trustee and the Paying Agent shall cooperate in all respects with any reasonable request by the Note Insurer Enhancer for action to preserve or enforce the Note InsurerEnhancer'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, including upon the occurrence and continuance of a default under the Insurance Agreement, a request (which request shall be in writing) to take any one or more of the following actions:

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge (and each Noteholder by acceptance of its Note hereby agrees) that (i) to To the extent the Note Insurer Credit Enhancer makes payments under the Note Insurance Policy on account of principal of or interest on the NotesNotes under the Policy, the Note Insurer Credit Enhancer will be fully subrogated to the rights of such Holders the Noteholders to receive such that principal and interest from the IssuerMortgage Loans of the related Loan Group, any other related Collateral, and (ii) any Crossover Amounts and Subordinated Transferor Collections they are entitled to from the Note Insurer other Loan Group 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. Scheduled Payments disbursed by Any payment of principal or interest on a Class of Notes made with moneys received under the Indenture Trustee from proceeds of the Note Insurance Policy shall not be considered payment by of that Class of Notes from the Issuer with respect to Trust and shall not result in the Notes, nor shall such disbursement payment of such Scheduled Payments discharge or the obligations provision for the payment of the Issuer with respect to 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 amounts thereof, sources and in the Note Insurer shall become manner provided in this Indenture and in the owner of such amounts as the deemed subrogee of such NoteholdersInsurance Agreement. The Indenture Trustee shall cooperate in all respects at the expense of the Trust with any reasonable request or direction by the Note Insurer for action Credit Enhancer to take any of the following actions to preserve or enforce the Note InsurerCredit 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 Any and all Deficiency Amounts and Preference Amounts disbursed by the Indenture Trustee acknowledge (from claims made under the Policy will not be considered payment by the Trust with respect to the Notes, and each Noteholder by acceptance will not discharge the obligations of the Trust with respect thereto. The Enhancer will, upon any payment pursuant to the Policy, in furtherance and not in limitation of its Note hereby agrees) that (i) equitable right of subrogation and its rights under the Insurance Agreement, to the extent the Note Insurer it makes payments under the Note Insurance Policy on account of principal of or interest on any payment with respect to the Notes, the Note Insurer will be fully become subrogated to the rights of such any Holders to receive any and all amounts due in respect of the Notes as to which such payment was made. Subject to and conditioned upon any payment with respect to the Notes by or on behalf of the Enhancer, the Paying Agent will assign to the Enhancer all rights to the payment of interest or principal and interest from with respect to the IssuerNotes which are then due for payment to the extent of all payments made by the Enhancer, and (ii) the Enhancer may exercise any option, vote, right, power or the like with respect to the Notes to the extent that it has made payment pursuant to the Policy. To evidence such subrogation, the Note Insurer Registrar will note the Enhancer's rights as subrogee upon the register of Holders. The foregoing subrogation will in all cases be subject to the rights of the Holders to receive all Deficiency Amounts in respect of the Notes. Notwithstanding anything herein to the contrary, the 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. Scheduled Payments disbursed by the Indenture Trustee from proceeds of the Note Insurance Policy shall not be considered payment by the Issuer with respect to the Notes, nor shall such disbursement of such Scheduled Payments discharge the obligations of the Issuer with respect to the amounts thereof, and the Note Insurer shall become the owner of such amounts as the deemed subrogee of such Noteholders. The Indenture Trustee and the Paying Agent shall cooperate in all respects with any reasonable request by the Note Insurer Enhancer for action to preserve or enforce the Note InsurerEnhancer'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, including upon the occurrence and continuance of a an event of default under the Insurance Agreement, a request (which request shall be in writing) to take any one or more of the following actions:

Subrogation and Cooperation. (a) The Issuer and the Indenture Trustee acknowledge (and each Noteholder by acceptance of its Note hereby agrees) that (i) to To the extent the Note Insurer Credit Enhancer makes payments under the Note Insurance Policy on account of principal of or interest on the NotesNotes under the Policy, the Note Insurer Credit Enhancer will be fully subrogated to the rights of such Holders the Noteholders to receive such that principal and interest from the IssuerMortgage Loans and any other Collateral, and (ii) the Note Insurer 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. Scheduled Payments disbursed by Any payment of principal or interest on the Indenture Trustee from proceeds of Notes made with moneys received under the Note Insurance Policy shall not be considered payment by the Issuer with respect to the Notes, nor shall such disbursement of such Scheduled Payments discharge the obligations of the Issuer with respect to Notes from the amounts thereof, Trust and shall not result in the Note Insurer payment of or the provision for the payment of the principal or interest on the Notes under Section 4.01. The Credit Enhancer shall become be paid principal and interest from Mortgage Loans only from the owner of such amounts as sources and in the deemed subrogee of such Noteholdersmanner 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 Note Insurer for action Credit Enhancer to take any of the following actions to preserve or enforce the Note InsurerCredit Enhancer's rights or interest under this Indenture or 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 Credit Enhancer Default: (i) institute Proceedings for the collection of all amounts then payable on the Notes or under this Indenture with respect to the Notes and all amounts payable under the Insurance Agreement, a request Agreement and to take enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell any part of Collateral or interests in it at one or more public or private sales called and conducted in any manner permitted by law; (iii) file or record all Assignments of Mortgage that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the interests of the following actions:Credit Enhancer under this Indenture. Following the payment in full of the Notes, the Credit Enhancer shall continue to have all the rights given to it under this Section and in all other provisions of this Indenture, until all amounts owing to the Credit Enhancer have been paid in full.