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, any payment with respect to principal of or interest on any of the Notes which are made with moneys received pursuant to the terms of any Insurance Policy shall not be considered payment of such Notes, as applicable, from the Trust and shall not result in the payment of or the provision for the payment of the principal of or interest on such Notes, within the meaning of Section 5.01 herein. The Seller, the Servicer and the Indenture Trustee acknowledge, and each Holder by its acceptance of a Note agrees, that without the need for any further action on the part of the Insurer, the Seller, the Servicer, the Indenture Trustee or the Note Registrar (a) to the extent the Insurer makes payments, directly or indirectly, on account of principal of or interest on any Notes to the Holders of such Notes, the Insurer will be fully subrogated to the rights of such Holders to receive such principal and interest, as applicable, from the Trust and (b) the 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. The Indenture Trustee and the Servicer shall cooperate in all respects with any reasonable request by the Insurer for action to preserve or enforce the 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 12.03, any payment with respect to principal of or interest on any of the Notes Insured Certificates which are is made with moneys monies received pursuant to the terms of any Insurance the Policy shall not be considered payment of such Notes, as applicable, the Insured Certificates from the Trust and shall not result in the payment of or the provision for the payment of the principal of or interest on such Notes, within the meaning of Section 5.01 hereinFund. The Seller, the Servicer and the Indenture Trustee acknowledgeacknowledges, and each Holder by its acceptance of a Note an Insured Certificate agrees, that without the need for any further action on the part of the Insurer, the Seller, the Servicer, the Indenture Trustee Certificate Insurer or the Note Registrar (a) Trustee, to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on any Notes the Insured Certificates to the Holders of such NotesCertificates, 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, as applicable, interest from the Trust and (b) Fund; provided that the Certificate Insurer shall be paid such principal and interest but amounts only from the sources and in the manner explicitly provided herein and in the Insurance Agreement for the payment of such principal and interestherein. 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 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, any payment with respect to principal of or interest on any of the Class A Notes which are made with moneys received pursuant to the terms of any the Insurance Policy shall not be considered payment of such Class A Notes, as applicable, from the Trust and 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 acknowledge, and each Holder by its acceptance of a Class A Note agrees, that without the need for any further action on the part of the Insurer, the Seller, the Master Servicer, the Indenture Trustee or the Note Registrar (a) to the extent the Insurer makes payments, directly or indirectly, on account of principal of or interest on any Class A Notes to the Holders of such Class A Notes, the Insurer will be fully subrogated to and each Holder, the Master Servicer and the Indenture Trustee hereby delegate and assign to the Insurer, to the fullest extent permitted by law, the rights of such Holders to receive such principal and interest, as applicable, from the Trust and (b) the 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. The Indenture Trustee and the Master Servicer shall cooperate in all respects with any reasonable request by the Insurer for action to preserve or enforce the Insurer's ’s rights or interests under this Agreement without limiting the rights or affecting the interests of the Holders of the Notes, 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 12.03, any payment with respect to principal of or interest on any of the Notes Insured Certificates which are is made with moneys monies received pursuant to the terms of any Insurance the Policy shall not be considered payment of such Notes, as applicable, the Insured Certificates from the Trust and shall not result in the payment of or the provision for the payment of the principal of or interest on such Notes, within the meaning of Section 5.01 hereinFund. The Seller, the Master Servicer and the Indenture Trustee acknowledge, and each Holder by its acceptance of a Note an Insured Certificate agrees, that without the need for any further action on the part of the Insurer, the Seller, the Master Servicer, the Indenture Trustee or the Note Registrar (a) Certificate Registrar, to the extent the Insurer makes payments, directly or indirectly, on account of principal of or interest on any Notes the Insured Certificates to the Holders of such NotesCertificates, the Insurer will be fully subrogated to, and each Insured Certificateholder and the Master Servicer hereby delegate and assign to the Insurer, to the fullest extent permitted by law, the rights of such Holders to receive such principal and interest, as applicable, interest from the Trust and (b) Fund; provided that the Insurer shall be paid such principal and interest but amounts only from the sources and in the manner explicitly provided herein and in the Insurance Agreement for the payment of such principal and interestherein. The Indenture Trustee and the Master Servicer shall cooperate in all respects with any reasonable request by the Insurer for action to preserve or enforce the 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, any payment with respect to distribution of principal of or interest on any of the Notes which are that is made with moneys received pursuant to the terms of any the Insurance Policy shall not be considered payment of such Notes, as applicable, from the Trust Notes by the Issuer and shall not result discharge the Trust Estate in the payment respect of or the provision for the payment of the principal of or interest on such Notes, within the meaning of Section 5.01 hereindistribution. The Seller, the Servicer and the Indenture Trustee acknowledgeacknowledges that, and each Holder by its acceptance of a Note agrees, that without the need for any further action on the part of the Insurer, the Seller, the Servicer, the Indenture Trustee or the Note Registrar Registrar, (ai) to the extent the Insurer makes payments, directly or indirectly, on account of principal of or interest on any the Notes to the Holders of such NotesNoteholders thereof, the Insurer will be fully subrogated to the rights of such Holders Noteholders to receive such principal and interest, as applicable, interest from distributions of the assets of the Trust and will be deemed to the extent of the payments so made to be a Noteholder and (bii) the Insurer shall be paid such principal and interest in its capacity as a Noteholder until all such payments by the Insurer have been fully reimbursed, but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment distribution of such principal and interest. The 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, so long as no Insurer Default exists or is not continuing, the Indenture Trustee and the Servicer shall cooperate in all respects respect with any reasonable request by the Insurer for action to preserve or enforce the 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 of Insurer hereunder or under the Notes, as otherwise set forth hereinother Basic Documents.

Effect of Payments by the Insurer; Subrogation. Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on any of the Class A Notes which are made with moneys received pursuant to the terms of any the Insurance Policy shall not be considered payment of such Class A Notes, as applicable, from the Trust and 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 acknowledge, and each Holder by its acceptance of a Class A Note agrees, that without the need for any further action on the part of the Insurer, the Seller, the Servicer, the Indenture Trustee or the Note Registrar (a) to the extent the Insurer makes payments, directly or indirectly, on account of principal of or interest on any Class A Notes to the Holders of such Class A Notes, the Insurer will be fully subrogated to the rights of such Holders to receive such principal and interest, as applicable, from the Trust and (b) the 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. The Indenture Trustee and the Servicer shall cooperate in all respects with any reasonable request by the Insurer for action to preserve or enforce the Insurer's rights or interests under this Agreement without limiting the rights or affecting the interests of the Holders of the Notes, Class A Notes as otherwise set forth herein.

Effect of Payments by the Insurer; Subrogation. Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on any of the Class A Notes which are made with moneys received pursuant to the terms of any Insurance the Policy shall not be considered payment of such Class A Notes, as applicable, from the Trust and 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 Depositor, the Servicer and the Indenture Trustee acknowledge, and each Holder by its acceptance of a Class A Note agrees, that without the need for any further action on the part of the Insurer, the Seller, the Depositor, the Servicer, the Indenture Trustee or the Note Certificate Registrar (a) to the extent the Insurer makes payments, directly or indirectly, on account of principal of or interest on any Class A Notes to the Holders of such Class A Notes, the Insurer will be fully subrogated to the rights of such Holders to receive such principal and interest, as applicable, from the Trust and (b) the 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. The Indenture Trustee and the Servicer shall cooperate in all respects with any reasonable request by the Insurer for action to preserve or enforce the Insurer's ’s rights or interests under this Agreement without limiting the rights or affecting the interests of the Holders of the Notes, Class A Notes as otherwise set forth herein.

Effect of Payments by the Insurer; Subrogation. Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on any of the Notes which are made with moneys received pursuant to the terms of any Insurance the Policy shall not be considered payment of such Notes, as applicable, from the Trust and 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 Seller, the Depositor, the Servicer and the Indenture Trustee acknowledge, and each Holder by its acceptance of a Note agrees, that without the need for any further action on the part of the Insurer, the Seller, the Depositor, the Servicer, the Indenture Trustee or the Note Certificate Registrar (a) to the extent the Insurer makes payments, directly or indirectly, on account of principal of or interest on any Notes to the Holders of such Notes, the Insurer will be fully subrogated to the rights of such Holders to receive such principal and interest, as applicable, from the Trust and (b) the 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. The Indenture Trustee and the Servicer shall cooperate in all respects with any reasonable request by the Insurer for action to preserve or enforce the Insurer's ’s rights or interests under this Agreement without limiting the rights or affecting the interests of the Holders of the Notes, Notes as otherwise set forth herein.

Effect of Payments by the Insurer; Subrogation. Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on any of the Notes which are made with moneys received pursuant to the terms of any the Insurance Policy shall not be considered payment of such Notes, as applicable, from the Trust and 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 Seller, the Master Servicer and the Indenture Trustee acknowledge, and each Holder by its acceptance of a Note agrees, that without the need for any further action on the part of the Insurer, the Seller, the Master Servicer, the Indenture Trustee or the Note Registrar (a) to the extent the Insurer makes payments, directly or indirectly, on account of principal of or interest on any Notes to the Holders of such Notes, the Insurer will be fully subrogated to and each Holder, the Master Servicer and the Indenture Trustee hereby delegate and assign to the Insurer, to the fullest extent permitted by law, the rights of such Holders to receive such principal and interest, as applicable, from the Trust and (b) the 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. The Indenture Trustee and the Master Servicer shall cooperate in all respects with any reasonable request by the Insurer for action to preserve or enforce the Insurer's ’s rights or interests under this Agreement without limiting the rights or affecting the interests of the Holders of the Notes, Notes as otherwise set forth herein.

Effect of Payments by the Insurer; Subrogation. Anything herein to the contrary notwithstanding, solely for the purposes of determining the Insurer's reimbursement rights as subrogee pursuant to Section 5.01, any payment with respect to principal of or interest on any of the Notes which are made with moneys received pursuant to the terms of any the Note Guaranty Insurance Policy 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 such Notes, as applicable, from the Trust and 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 Seller, the Master Servicer and the Indenture Trustee acknowledge, and each Holder by its acceptance of a Note agrees, that without the need for any further action on the part of the Insurer, the SellerDepositor, the Master Servicer, the Indenture Trustee or the Note Registrar (a) to the extent the Insurer makes payments, directly or indirectly, on account of principal of or interest on any Notes to the Holders of such Notes, the Insurer will be fully subrogated to the rights of such Holders to receive such principal and interest, as applicable, from the Trust in accordance with the priorities of payment set forth in Section 5.01, and (b) the Insurer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance and Indemnity Agreement for the 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 Insurer for action to preserve or enforce the Insurer's rights or interests under this Agreement without limiting the rights or affecting the interests of the Holders of the Notes, Notes as otherwise set forth herein.

Effect of Payments by the Insurer; Subrogation. Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on any of the Class A Notes which are made with moneys received pursuant to the terms of any Insurance the Policy shall not be considered payment of such Class A Notes, as applicable, from the Trust and 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 Depositor, the Servicer and the Indenture Trustee acknowledge, and each Holder by its acceptance of a Class A Note agrees, that without the need for any further action on the part of the Insurer, the Seller, the Depositor, the Servicer, the Indenture Trustee or the Note Certificate Registrar (a) to the extent the Insurer makes payments, directly or indirectly, on account of principal of or interest on any Class A Notes to the Holders of such Class A Notes, the Insurer will be fully subrogated to the rights of such Holders to receive such principal and interest, as applicable, from the Trust and (b) the 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. The Indenture Trustee and the Servicer shall cooperate in all respects with any reasonable request by the Insurer for action to preserve or enforce the Insurer's rights or interests under this Agreement without limiting the rights or affecting the interests of the Holders of the Notes, 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 12.3, any payment with respect to principal of or interest on any of the Notes Insured Certificates which are is made with moneys monies received pursuant to the terms of any Insurance the Policy shall not be considered payment of such Notes, as applicable, the Insured Certificates from the Trust and shall not result in the payment of or the provision for the payment of the principal of or interest on such Notes, within the meaning of Section 5.01 hereinFund. The SellerMaster Servicer, the Servicer Securities Administrator and the Indenture Trustee acknowledge, and each Holder by its acceptance of a Note an Insured Certificate agrees, that without the need for any further action on the part of the InsurerAmbac, the Seller, the Master Servicer, the Indenture Securities Administrator, the Trustee or the Note Registrar (a) Certificate Registrar, to the extent the Insurer Ambac makes payments, directly or indirectly, on account of principal of or interest on any Notes the Insured Certificates to the Holders of such NotesCertificates, the Insurer Ambac will be fully subrogated to, and each Holder of an Insured Certificate and the Securities Administrator hereby delegate and assign to Ambac, to the fullest extent permitted by law, the rights of such Holders to receive such principal and interest, as applicable, interest from the Trust and (b) the Insurer Fund; provided that Ambac shall be paid such principal and interest but amounts only from the sources and in the manner explicitly provided herein and in the Insurance Agreement for the payment of such principal and interestherein. The Indenture Trustee Trustee, the Securities Administrator and the Master Servicer shall cooperate in all respects with any reasonable request by the Insurer Ambac for action to preserve or enforce the InsurerAmbac'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 12.03, any payment with respect to principal of or interest on any of the Notes Insured Certificates which are is made with moneys monies received pursuant to the terms of any Insurance the Policy shall not be considered payment of such Notes, as applicable, the Insured Certificates from the Trust and shall not result in the payment of or the provision for the payment of the principal of or interest on such Notes, within the meaning of Section 5.01 hereinFund. The Seller, the Master Servicer and the Indenture Trustee acknowledge, and each Holder by its acceptance of a Note an Insured Certificate agrees, that without the need for any further action on the part of the Insurer, the Seller, the Master Servicer, the Indenture Trustee or the Note Registrar (a) Securities Administrator, to the extent the Insurer makes payments, directly or indirectly, on account of principal of or interest on any Notes the Insured Certificates to the Holders of such NotesCertificates, the Insurer will be fully subrogated to, and each Insured Certificateholder and the Master Servicer hereby delegate and assign to the Insurer, to the fullest extent permitted by law, the rights of such Holders to receive such principal and interest, as applicable, interest from the Trust and (b) Fund; provided that the Insurer shall be paid such principal and interest but amounts only from the sources and in the manner explicitly provided herein and in the Insurance Agreement for the payment of such principal and interestherein. The Indenture Trustee Trustee, the Securities Administrator and the Master Servicer shall cooperate in all respects with any reasonable request by the Insurer for action to preserve or enforce the 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, any payment with respect to principal of or interest on any of the Class A Notes which are made with moneys received pursuant to the terms of any Insurance the Note Policy shall not be considered payment of such Class A Notes, as applicable, from the Trust and 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 Depositor, the Servicer and the Indenture Trustee acknowledge, and each Holder by its acceptance of a Class A Note agrees, that without the need for any further action on the part of the Insurer, the Seller, the Depositor, the Servicer, the Indenture Trustee or the Note Certificate Registrar (a) to the extent the Insurer makes payments, directly or indirectly, on account of principal of or interest on any Class A Notes to the Holders of such Class A Notes, the Insurer will be fully subrogated to the rights of such Holders to receive such principal and interest, as applicable, from the Trust and (b) the 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. The Indenture Trustee and the Servicer shall cooperate in all respects with any reasonable request by the Insurer for action to preserve or enforce the Insurer's ’s rights or interests under this Agreement without limiting the rights or affecting the interests of the Holders of the Notes, Class A Notes as otherwise set forth herein.

Effect of Payments by the Insurer; Subrogation. Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on any of the Class A Notes which are made with moneys received pursuant to the terms of any the Insurance Policy shall not be considered payment of such Class A Notes, as applicable, from the Trust and 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 acknowledge, and each Holder by its acceptance of a Class A Note agrees, that without the need for any further action on the part of the Insurer, the SellerDepositor, the Master Servicer, the Indenture Trustee or the Note Registrar (a) to the extent the Insurer makes payments, directly or indirectly, on account of principal of or interest on any Class A Notes to the Holders of such Class A Notes, the Insurer will be fully subrogated to the rights of such Holders to receive such principal and interest, as applicable, from the Trust and (b) the 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. The Indenture Trustee and the Master Servicer shall cooperate in all respects with any reasonable request by the Insurer for action to preserve or enforce the Insurer's rights or interests under this Agreement without limiting the rights or affecting the interests of the Holders of the Notes, Class A Notes as otherwise set forth herein.]

Effect of Payments by the Insurer; Subrogation. Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on any of the Class A Notes which are made with moneys received pursuant to the terms of any the Insurance Policy shall not be considered payment of such Class A Notes, as applicable, from the Trust and 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 Servicer, the Depositor and the Indenture Trustee acknowledge, and each Holder by its acceptance of a Class A Note agrees, that without the need for any further action on the part of the Insurer, the Seller, the Servicer, the Depositor, the Indenture Trustee or the Note Registrar (a) to the extent the Insurer makes payments, directly or indirectly, on account of principal of or interest on any Class A Notes to the Holders of such Class A Notes, the Insurer will be fully subrogated to the rights of such Holders to receive such principal and interest, as applicable, from the Trust and (b) the 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. The Indenture Trustee and the Servicer shall cooperate in all respects with any reasonable request by the Insurer for action to preserve or enforce the Insurer's ’s rights or interests under this Agreement without limiting the rights or affecting the interests of the Holders of the Notes, Class A Notes as otherwise set forth herein.

Effect of Payments by the Insurer; Subrogation. Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on any of the Class A Notes which are made with moneys received pursuant to the terms of any the Insurance Policy shall not be considered payment of such Class A Notes, as applicable, from the Trust and 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 acknowledge, and each Holder by its acceptance of a Class A Note agrees, that without the need for any further action on the part of the Insurer, the Seller, the Servicer, the Indenture Trustee or the Note Registrar (a) to the extent the Insurer makes payments, directly or indirectly, on account of principal of or interest on any Class A Notes to the Holders of such Class A Notes, the Insurer will be fully subrogated to the rights of such Holders to receive such principal and interest, as applicable, from the Trust and (b) the 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. The Indenture Trustee and the Servicer shall cooperate in all respects with any reasonable request by the Insurer for action to preserve or enforce the Insurer's ’s rights or interests under this Agreement without limiting the rights or affecting the interests of the Holders of the Notes, Class A Notes as otherwise set forth herein.

Effect of Payments by the Insurer; Subrogation. Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on any of the Class A Notes which are made with moneys received pursuant to the terms of any the Insurance Policy shall not be considered payment of such Class A Notes, as applicable, from the Trust and 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 acknowledge, and each Holder by its acceptance of a Class A Note agrees, that without the need for any further action on the part of the Insurer, the Seller, the Servicer, the Indenture Trustee or the Note Registrar (a) to the extent the Insurer makes payments, directly or indirectly, on account of principal of or interest on any Class A Notes to the Holders of such Class A Notes, the Insurer will be fully subrogated to and each Holder, the Servicer and the Indenture Trustee hereby delegate and assign to the Insurer, to the fullest extent permitted by law, the rights of such Holders to receive such principal and interest, as applicable, from the Trust and (b) the 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. The Indenture Trustee and the Servicer shall cooperate in all respects with any reasonable request by the Insurer for action to preserve or enforce the Insurer's ’s rights or interests under this Agreement without limiting the rights or affecting the interests of the Holders of the Notes, Class A Notes as otherwise set forth herein.