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, THE OWNER TRUSTEE, 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, 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
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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,