IN ITS INDIVIDUAL CAPACITY, DEUTSCHE BANK TRUST
COMPANY AMERICAS OR ANY OTHER INDEMNIFIED PARTY IN ANY WAY RELATING TO OR
ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, THE OWNER TRUST
ESTATE, THE ADMINISTRATION OF THE OWNER TRUST ESTATE OR THE ACTION OR INACTION
OF THE OWNER TRUSTEE HEREUNDER; PROVIDED, HOWEVER, THAT THE DEPOSITOR SHALL NOT
BE LIABLE FOR OR REQUIRED TO INDEMNIFY AN INDEMNIFIED PARTY FROM AND AGAINST
EXPENSES ARISING OR RESULTING FROM ANY OF THE MATTERS DESCRIBED IN CLAUSES (A)
AND (B) OF THE THIRD SENTENCE OF SECTION 7.1.
NONE OF THE OWNER TRUSTEE,
DEUTSCHE BANK TRUST COMPANY AMERICAS NOR THE DEPOSITOR WILL IN ANY EVENT BE
ENTITLED TO MAKE ANY CLAIM UPON THE TRUST PROPERTY FOR THE PAYMENT OR
REIMBURSEMENT OF ANY EXPENSES EXCEPT IN ACCORDANCE WITH THE TRANSACTION
DOCUMENTS.
THE INDEMNITIES CONTAINED IN THIS SECTION 8.2 AND THE OTHER
BENEFITS, PROTECTIONS AND IMMUNITIES OF THE OWNER TRUSTEE (AS SUCH AND IN ITS
INDIVIDUAL CAPACITY) AND DEUTSCHE BANK TRUST COMPANY AMERICAS UNDER THIS
AGREEMENT SHALL SURVIVE THE RESIGNATION OR REMOVAL OF THE OWNER TRUSTEE AND THE
TERMINATION OF THIS AGREEMENT.
(B)
ANY OBLIGATIONS OF THE DEPOSITOR UNDER THIS AGREEMENT ARE
OBLIGATIONS SOLELY OF THE DEPOSITOR AND WILL NOT CONSTITUTE A CLAIM AGAINST THE
DEPOSITOR TO THE EXTENT THAT THE DEPOSITOR DOES NOT HAVE FUNDS SUFFICIENT TO
MAKE PAYMENT OF SUCH OBLIGATIONS.
IN FURTHERANCE OF AND NOT IN DEROGATION OF
THE FOREGOING, EACH OF THE OWNER TRUSTEE AND DEUTSCHE BANK TRUST COMPANY
AMERICAS, BY ENTERING INTO OR ACCEPTING THIS AGREEMENT, ACKNOWLEDGES AND AGREES
THAT IT HAS NO RIGHT, TITLE OR INTEREST IN OR TO THE OTHER ASSETS OF THE
DEPOSITOR.
TO THE EXTENT THAT, NOTWITHSTANDING THE AGREEMENTS AND PROVISIONS
CONTAINED IN THE PRECEDING SENTENCE, EITHER THE OWNER TRUSTEE OR DEUTSCHE BANK
TRUST COMPANY AMERICAS EITHER (I) ASSERTS AN INTEREST OR CLAIM TO, OR BENEFIT
FROM, OTHER ASSETS, OR (II) IS DEEMED TO HAVE ANY SUCH INTEREST, CLAIM TO, OR
BENEFIT IN OR FROM OTHER ASSETS, WHETHER BY OPERATION OF LAW, LEGAL PROCESS,
PURSUANT TO APPLICABLE PROVISIONS OF INSOLVENCY LAWS OR OTHERWISE (INCLUDING BY
VIRTUE OF SECTION 1111(B) OF THE BANKRUPTCY CODE OR ANY SUCCESSOR PROVISION
HAVING SIMILAR EFFECT UNDER THE BANKRUPTCY CODE), THEN EACH OF THE OWNER TRUSTEE
AND DEUTSCHE BANK TRUST COMPANY AMERICAS FURTHER ACKNOWLEDGES AND AGREES THAT
ANY SUCH INTEREST, CLAIM OR BENEFIT IN OR FROM OTHER ASSETS IS AND
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WILL BE EXPRESSLY SUBORDINATED TO THE INDEFEASIBLE PAYMENT IN FULL, WHICH, UNDER
THE TERMS OF THE RELEVANT DOCUMENTS RELATING TO THE SECURITIZATION OR CONVEYANCE
OF SUCH OTHER ASSETS, ARE ENTITLED TO BE PAID FROM, ENTITLED TO THE BENEFITS OF,
OR OTHERWISE SECURED BY SUCH OTHER ASSETS (WHETHER OR NOT ANY SUCH ENTITLEMENT
OR SECURITY INTEREST IS LEGALLY PERFECTED OR OTHERWISE ENTITLED TO A PRIORITY OF
DISTRIBUTIONS OR APPLICATION UNDER APPLICABLE LAW, INCLUDING INSOLVENCY LAWS,
AND WHETHER OR NOT ASSERTED AGAINST THE DEPOSITOR), INCLUDING THE PAYMENT OF
POST-PETITION INTEREST ON SUCH OTHER OBLIGATIONS AND LIABILITIES.
THIS
SUBORDINATION AGREEMENT WILL BE DEEMED A SUBORDINATION AGREEMENT