PRECEDING SENTENCE, THE OWNER TRUSTEE
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 THE OWNER TRUSTEE FURTHER ACKNOWLEDGES
AND AGREES THAT ANY SUCH INTEREST, CLAIM OR BENEFIT IN OR FROM OTHER ASSETS IS
AND 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 WITHIN THE MEANING OF SECTION 510(A) OF THE BANKRUPTCY CODE.
THE
OWNER TRUSTEE FURTHER ACKNOWLEDGES AND AGREES THAT NO ADEQUATE REMEDY AT LAW
EXISTS FOR A BREACH OF THIS SECTION 8.2(B) AND THE TERMS OF THIS SECTION 8.2(B)
MAY BE ENFORCED BY AN ACTION FOR SPECIFIC PERFORMANCE.
THE PROVISIONS OF THIS
SECTION 8.2(B) WILL BE FOR THE THIRD PARTY BENEFIT OF THOSE ENTITLED TO RELY
THEREON AND WILL SURVIVE THE TERMINATION OF THIS AGREEMENT.
SECTION 8.3
PAYMENTS TO THE OWNER TRUSTEE.
Any amounts paid to the Owner Trustee in its individual capacity pursuant to
this Article VIII shall be deemed not to be a part of the Owner Trust Estate
immediately after such payment.
ARTICLE IX
TERMINATION
SECTION 9.1
TERMINATION OF TRUST AGREEMENT.
(A)
THE TRUST SHALL DISSOLVE AT THE EARLIER OF
(I) THE PAYMENT TO THE NOTEHOLDERS, THE DEPOSITOR AND THE INSURER OF ALL AMOUNTS
REQUIRED TO BE PAID TO THEM PURSUANT TO THE TERMS OF THE INDENTURE, THE SALE AND
ALLOCATION AGREEMENT, THE INSURANCE AGREEMENT AND ARTICLE V HEREIN OR (II) THE
PAYMENT DATE NEXT SUCCEEDING THE MONTH WHICH IS ONE YEAR AFTER THE MATURITY OR
OTHER LIQUIDATION OF THE LAST CONTRACT AND THE DISPOSITION OF ANY AMOUNTS
RECEIVED UPON LIQUIDATION OF ANY PROPERTY REMAINING IN THE TRUST; PROVIDED,
HOWEVER, IN EACH CASE, THAT THE POLICY SHALL HAVE BEEN TERMINATED IN ACCORDANCE
WITH ITS TERMS AND RETURNED TO THE INSURER FOR CANCELLATION.
THE BANKRUPTCY,
LIQUIDATION, DISSOLUTION, DEATH OR INCAPACITY OF THE DEPOSITOR SHALL NOT OPERATE
TO TERMINATE OR DISSOLVE THIS AGREEMENT OR THE TRUST, ENTITLE THE DEPOSITOR'S
LEGAL REPRESENTATIVES OR HEIRS TO CLAIM AN ACCOUNTING OR TO TAKE ANY ACTION OR
PROCEEDING IN ANY COURT FOR A PARTITION OR WINDING UP OF ALL OR ANY PART OF THE
TRUST OR OWNER TRUST ESTATE OR OTHERWISE AFFECT THE RIGHTS, OBLIGATIONS AND