Common use of Liability of the Depositor Clause in Contracts

Liability of the Depositor. (a) Notwithstanding Section 3803 of the Business Trust Statute, the Depositor in its capacity as the holder of the interests described in Section 3.11 shall be liable directly to, and will indemnify each injured party for, all losses, claims, damages, liabilities and expenses of the Trust (including Expenses, to the extent that the assets of the Trust that would remain if all of the Notes were paid in full would be insufficient to pay any such losses, claims, damages, liabilities or expenses, or to the extent that such losses, claims, damages, liabilities and expenses in fact are not paid out of the Owner Trust Estate) that the Depositor would be liable for if the Trust were a partnership under the Limited Partnership Act in which the Depositor were a general partner; provided, however, that the Depositor shall not be liable to or indemnify Noteholders or Note Owners for any losses incurred by Noteholders or Note Owners in their capacity as holders of or beneficial owners of interests in limited recourse debt secured by the Owner Trust Estate or be liable to or indemnify Certificateholders for any losses incurred by the Certificateholders if such losses would nevertheless have been incurred if the Certificates were limited recourse debt secured by the Owner Trust Estate. In addition, any third-party creditors of the Trust, or the arrangement between the Depositor and the Trust (other than in connection with the obligations described in the preceding sentence for which the Depositor shall not be liable), shall be deemed third-party beneficiaries of this paragraph. (b) No Certificateholder other than the Depositor to the extent set forth in paragraph (a) of this Section 2.8, shall have any personal liability for any liability or obligation of the Trust. (c) The Depositor's obligations under this Section 2.8 are obligations solely of the Depositor and shall 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 Delaware Trustee and the Owner Trustee, by entering into or accepting this agreement, acknowledge and agree that they shall have 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 Delaware Trustee or 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 such Delaware Trustee or Owner Trustee further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and shall 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 shall be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Indenture Trustee and Owner Trustee each further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 2.8 and the terms of this Section 2.8 may be enforced by an action for specific performance. The provisions of this Section 2.8 shall be for the third party benefit of those entitled to rely thereon and shall survive the termination of this Agreement.

Appears in 5 contracts

Samples: Trust Agreement (Ford Credit Auto Receivables Two LLC), Trust Agreement (Ford Credit Auto Receivables Two LLC), Trust Agreement (Ford Credit Auto Receivables Two LLC)

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Liability of the Depositor. (a) Notwithstanding Section 3803 of the Business Trust Statute, the Depositor in its capacity as the holder of the interests described in Section 3.11 shall be liable directly to, and will indemnify each injured party for, all losses, claims, damages, liabilities and expenses of the Trust (including Expenses, to the extent that the assets of the Trust that would remain if all of the Notes were paid in full would be insufficient to pay any such losses, claims, damages, liabilities or expenses, or to the extent that such losses, claims, damages, liabilities and expenses in fact are not paid out of the Owner Trust Estate) that the Depositor would be liable for if the Trust were a partnership under the Limited Partnership Act in which the Depositor were a general partner; provided, however, that the Depositor shall not be liable to or indemnify Noteholders or Note Owners for any losses incurred by Noteholders or Note Owners in their capacity as holders of or beneficial owners of interests in limited recourse debt secured by the Owner Trust Estate or be liable to or indemnify Certificateholders for any losses incurred by the Certificateholders if such losses would nevertheless have been incurred if the Certificates were limited recourse debt secured by the Owner Trust Estate. In addition, any third-party creditors of the Trust, or the arrangement between the Depositor and the Trust (other than in connection with the obligations described in the preceding sentence for which the Depositor shall not be liable), shall be deemed third-party beneficiaries of this paragraph. (b) No Certificateholder other than the Depositor to the extent set forth in paragraph (a) of this Section 2.8, shall have any personal liability for any liability or obligation of the Trust. (c) The Depositor's obligations under this Section 2.8 are obligations solely of the Depositor and shall 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 Delaware Trustee and the Owner Trustee, by entering into or accepting this agreement, acknowledge and agree that they shall have 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 Delaware Trustee or 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 such Delaware Trustee or Owner Trustee further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and shall 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 shall be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Indenture Trustee and Owner Trustee each further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 2.8 and the terms of this Section 2.8 may be enforced by an action for specific performance. The provisions of this Section 2.8 shall be for the third party benefit of those entitled to rely thereon and shall survive the termination of this Agreement.

Appears in 5 contracts

Samples: Trust Agreement (Ford Credit Auto Receivables Two L P), Trust Agreement (Ford Credit Auto Receivables Two L P), Trust Agreement (Ford Credit Auto Receivables Two L P)

Liability of the Depositor. (a) Notwithstanding Section 3803 of the Business Trust Statute, the Depositor in its capacity as the holder of the interests described in Section 3.11 shall be liable directly to, and will indemnify each injured party for, all losses, claims, damages, liabilities and expenses of the Trust (including Expenses, to the extent that the assets of the Trust that would remain if all of the Notes were paid in full would be insufficient to pay any such losses, claims, damages, liabilities or expenses, or to the extent that such losses, claims, damages, liabilities and expenses in fact are not paid out of the Owner Trust Estate) that the Depositor would be liable for if the Trust were a partnership under the Limited Partnership Act in which the Depositor were a general partner; provided, however, that the Depositor shall not be liable to or indemnify Noteholders or Note Owners for any losses incurred by Noteholders or Note Owners in their capacity as holders of or beneficial owners of interests in limited recourse debt secured by the Owner Trust Estate or be liable to or indemnify Certificateholders for any losses incurred by the Certificateholders if such losses would nevertheless have been incurred if the Certificates were limited recourse debt secured by the Owner Trust Estate. In addition, any third-party creditors of the Trust, or the arrangement between the Depositor and the Trust (other than in connection with the obligations described in the preceding sentence for which the Depositor shall not be liable), shall be deemed third-party beneficiaries of this paragraph. (b) No Certificateholder other than the Depositor to the extent set forth in paragraph (a) of this Section 2.82.7, shall have any personal liability for any liability or obligation of the Trust. (c) The Depositor's obligations under this Section 2.8 are obligations solely of the Depositor and shall 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 Delaware Trustee and the Owner Trustee, by entering into or accepting this agreement, acknowledge and agree that they shall have 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 Delaware Trustee or 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 such Delaware Trustee or Owner Trustee further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and shall 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 shall be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Indenture Trustee and Owner Trustee each further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 2.8 and the terms of this Section 2.8 may be enforced by an action for specific performance. The provisions of this Section 2.8 shall be for the third party benefit of those entitled to rely thereon and shall survive the termination of this Agreement.

Appears in 3 contracts

Samples: Trust Agreement (Ford Credit Auto Receivables Two L P), Trust Agreement (Ford Credit Auto Receivables Two L P), Trust Agreement (Ford Credit Auto Receivables Two L P)

Liability of the Depositor. (a) Notwithstanding Section 3803 of the Business Trust Statute, the Depositor in its capacity as the holder of the interests described in Section 3.11 shall be liable directly to, and will indemnify each injured party for, all losses, claims, damages, liabilities and expenses of the Trust (including Expenses, to the extent that the assets of the Trust that would remain if all of the Notes were paid in full would be insufficient to pay any such losses, claims, damages, liabilities or expenses, or to the extent that such losses, claims, damages, liabilities and expenses in fact are not paid out of the Owner Trust Estate) that the Depositor would be liable for if the Trust were a partnership under the Limited Partnership Act in which the Depositor were a general partner; provided, however, that the Depositor shall not be liable to or indemnify Noteholders or Note Owners for any losses incurred by Noteholders or Note Owners in their capacity as holders of or beneficial owners of interests in limited recourse debt secured by the Owner Trust Estate or be liable to or indemnify Certificateholders for any losses incurred by the Certificateholders if such losses would nevertheless have been incurred if the Certificates were limited recourse debt secured by the Owner Trust Estate. In addition, any third-party creditors of the Trust, or the arrangement between the Depositor and the Trust (other than in connection with the obligations described in the preceding sentence for which the Depositor shall not be liable), shall be deemed third-party beneficiaries of this paragraph. (b) No Certificateholder other than the Depositor to the extent set forth in paragraph (a) of this Section 2.82.7, shall have any personal liability for any liability or obligation of the Trust. (c) The Depositor's obligations under this Section 2.8 2.7 are obligations solely of the Depositor and shall 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 Delaware Trustee and the Owner Trustee, by entering into or accepting this agreement, acknowledge acknowledges and agree agrees that they it shall have 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 Delaware Trustee or 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 such Delaware Trustee or the Owner Trustee further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and shall 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 shall be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Indenture Trustee and Owner Trustee each further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 2.8 2.7 and the terms of this Section 2.8 2.7 may be enforced by an action for specific performance. The provisions of this Section 2.8 2.7 shall be for the third party benefit of those entitled to rely thereon and shall survive the termination of this Agreement.

Appears in 2 contracts

Samples: Trust Agreement (Ford Credit Auto Receivables Two LLC), Trust Agreement (Ford Credit Auto Receivables Two LLC)

Liability of the Depositor. (a) Notwithstanding Section 3803 of the Business Delaware Statutory Trust StatuteAct, the Depositor in its capacity as the holder of the interests described in Section 3.11 shall be liable directly to, and will indemnify each injured party for, all losses, claims, damages, liabilities and expenses of the Trust (including Expenses, to the extent that the assets of the Trust that would remain if all of the Notes were paid in full would be insufficient to pay any such losses, claims, damages, liabilities or expenses, or to the extent that such losses, claims, damages, liabilities and expenses in fact are not paid out of the Owner Trust Estate) that the Depositor would be liable for if the Trust were a partnership under the Limited Partnership Act in which the Depositor were a general partner; provided, however, that the Depositor shall not be liable to or indemnify Noteholders or Note Owners for any losses incurred by Noteholders or Note Owners in their capacity as holders of or beneficial owners of interests in limited recourse debt secured by the Owner Trust Estate or be liable to or indemnify Certificateholders for any losses incurred by the Certificateholders if such losses would nevertheless have been incurred if the Certificates were limited recourse debt secured by the Owner Trust Estate. In addition, any third-party creditors of the Trust, or the arrangement between the Depositor and the Trust (other than in connection with the obligations described in the preceding sentence for which the Depositor shall not be liable), shall be deemed third-party beneficiaries of this paragraph. (b) No Certificateholder other than the Depositor to the extent set forth in paragraph (a) of this Section 2.82.7, shall have any personal liability for any liability or obligation of the Trust. (c) The Depositor's obligations under this Section 2.8 2.7 are obligations solely of the Depositor and shall 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 Delaware Trustee and the Owner Trustee, by entering into or accepting this agreement, acknowledge acknowledges and agree agrees that they it shall have 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 Delaware Trustee or 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 such Delaware Trustee or the Owner Trustee further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and shall 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 shall be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Indenture Trustee and Owner Trustee each further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 2.8 2.7 and the terms of this Section 2.8 2.7 may be enforced by an action for specific performance. The provisions of this Section 2.8 2.7 shall be for the third party benefit of those entitled to rely thereon and shall survive the termination of this Agreement.

Appears in 2 contracts

Samples: Trust Agreement (Ford Credit Auto Receivables Two LLC), Trust Agreement (Ford Credit Auto Receivables Two LLC)

Liability of the Depositor. (a) Notwithstanding Section 3803 of the Business Trust Statute, the Depositor in its capacity as the holder of the interests described in Section 3.11 shall be liable directly to, and will indemnify each injured party for, all losses, claims, damages, liabilities and expenses of the Trust (including Expenses, to the extent that the assets of the Trust that would remain if all of the Notes were paid in full would be insufficient to pay any such losses, claims, damages, liabilities or expenses, or to the extent that such losses, claims, damages, liabilities and expenses in fact are not paid out of the Owner Trust Estate) that the Depositor would be liable for if the Trust were a partnership under the Limited Partnership Act in which the Depositor were a general partner; provided, however, that the Depositor shall not be liable to or indemnify Noteholders or Note Owners for any losses incurred by Noteholders or Note Owners in their capacity as holders of or beneficial owners of interests in limited recourse debt secured by the Owner Trust Estate or be liable to or indemnify Certificateholders for any losses incurred by the Certificateholders if such losses would nevertheless have been incurred if the Certificates were limited recourse debt secured by the Owner Trust Estate. In addition, any third-party creditors of the Trust, or the arrangement between the Depositor and the Trust (other than in connection with the obligations described in the preceding sentence for which the Depositor shall not be liable), shall be deemed third-party beneficiaries of this paragraph. (b) No Certificateholder other than the Depositor to the extent set forth in paragraph (a) of this Section 2.8, shall have any personal liability for any liability or obligation of the Trust. (c) The Depositor's obligations under this Section 2.8 are obligations solely of the Depositor and shall 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 Delaware Trustee and the Owner Trustee, by entering into or accepting this agreement, acknowledge and agree that they shall have 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 Delaware Trustee or 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 such Delaware Trustee or Owner Trustee further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and shall 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 shall be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Indenture Trustee and Owner Trustee each further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 2.8 and the terms of this Section 2.8 may be enforced by an action for specific performance. The provisions of this Section 2.8 shall be for the third party benefit of those entitled to rely thereon and shall survive the termination of this Agreement.

Appears in 2 contracts

Samples: Trust Agreement (Ford Credit Auto Receivables Two L P), Trust Agreement (Ford Credit Auto Receivables Two L P)

Liability of the Depositor. (a) Notwithstanding Section 3803 of the Business Trust Statute, the Depositor in its capacity as the holder of the interests described in Section 3.11 shall be liable directly to, and will indemnify each injured party for, all losses, claims, damages, liabilities and expenses of the Trust (including Expenses, to the extent that the assets of the Trust that would remain if all of the Notes were paid in full would be insufficient to pay any such losses, claims, damages, liabilities or expenses, or to the extent that such losses, claims, damages, liabilities and expenses in fact are not paid out of the Owner Trust Estate) that the Depositor would be liable for if the Trust were a partnership under the Limited Partnership Act in which the Depositor were a general partner; provided, however, that the Depositor shall not be liable to or indemnify Noteholders or Note Owners for any losses incurred by Noteholders or Note Owners in their capacity as holders of or beneficial owners of interests in limited recourse debt secured by the Owner Trust Estate or be liable to or indemnify Certificateholders for any losses incurred by the Certificateholders if such losses would nevertheless have been incurred if the Certificates were limited recourse debt secured by the Owner Trust Estate. In addition, any third-party creditors of the Trust, or the arrangement between the Depositor and the Trust (other than in connection with the obligations described in the preceding sentence for which the Depositor shall not be liable), shall be deemed third-party beneficiaries of this paragraph. (b) No Certificateholder other than the Depositor to the extent set forth in paragraph (a) of this Section 2.8, shall have any personal liability for any liability or obligation of the Trust. (c) The Depositor's obligations under this Section 2.8 are obligations solely of the Depositor and shall 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 Delaware Trustee and the Owner Trustee, by entering into or accepting this agreement, acknowledge and agree that they shall have 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 Delaware Trustee or 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 such Delaware Trustee or Owner Trustee further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and shall 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 shall be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Indenture Trustee and Owner Trustee each further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 2.8 and the terms of this Section 2.8 may be enforced by an action for specific performance. The provisions of this Section 2.8 shall be for the third party benefit of those entitled to rely thereon and shall survive the termination of this Agreement.

Appears in 2 contracts

Samples: Trust Agreement (Ford Credit Auto Receivables Two LLC), Trust Agreement (Ford Credit Auto Receivables Two L P)

Liability of the Depositor. (a) Notwithstanding Section 3803 of the Business Trust Statute, the Depositor in its capacity as the holder of the interests described in Section 3.11 shall be liable directly to, and will indemnify each injured party for, all losses, claims, damages, liabilities and expenses of the Trust (including Expenses, to the extent that the assets of the Trust that would remain if all of the Notes were paid in full would be insufficient to pay any such losses, claims, damages, liabilities or expenses, or to the extent that such losses, claims, damages, liabilities and expenses in fact are not paid out of the Owner Trust Estate) that the Depositor would be liable for if the Trust were a partnership under the Limited Partnership Act in which the Depositor were a general partner; provided, however, that the Depositor shall not be liable to or indemnify Noteholders or Note Owners for any losses incurred by Noteholders or Note Owners in their capacity as holders of or beneficial owners of interests in limited recourse debt secured by the Owner Trust Estate or be liable to or indemnify Certificateholders for any losses incurred by the Certificateholders if such losses would nevertheless have been incurred if the Certificates were limited recourse debt secured by the Owner Trust Estate. In addition, any third-party creditors of the Trust, or the arrangement between the Depositor and the Trust (other than in connection with the obligations described in the preceding sentence for which the Depositor shall not be liable), shall be deemed third-party beneficiaries of this paragraph. (b) No Certificateholder other than the Depositor to the extent set forth in paragraph (a) of this Section 2.8, shall have any personal liability for any liability or obligation of the Trust. (c) The Depositor's obligations under this Section 2.8 are obligations solely of the Depositor and shall 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 Delaware Trustee and the Owner Trustee, by entering into or accepting this agreement, acknowledge and agree that they shall have 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 Delaware Trustee or 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 such Delaware Trustee or Owner Trustee further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and shall 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 shall be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Indenture Trustee and Owner Trustee each further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 2.8 and the terms of this Section 2.8 may be enforced by an action for specific performance. The provisions of this Section 2.8 shall be for the third party benefit of those entitled to rely thereon and shall survive the termination of this Agreement.this

Appears in 1 contract

Samples: Trust Agreement (Ford Credit Auto Receivables Two L P)

Liability of the Depositor. (a) Notwithstanding Section 3803 of the Business Trust Statute, the Depositor in its capacity as the holder of the interests described in Section 3.11 shall be liable directly to, and will indemnify each injured party for, all losses, claims, damages, liabilities and expenses of the Trust (including Expenses, to the extent that the assets of the Trust that would remain if all of the Notes were paid in full would be insufficient to pay any such losses, claims, damages, liabilities or expenses, or to the extent that such losses, claims, damages, liabilities and expenses in fact are not paid out of the Owner Trust Estate) that the Depositor would be liable for if the Trust were a partnership under the Limited Partnership Act in which the Depositor were a general partner; provided, however, that the Depositor shall not be liable to or indemnify Noteholders or Note Owners for any losses incurred by Noteholders or Note Owners in their capacity as holders of or beneficial owners of interests in limited recourse debt secured by the Owner Trust Estate or be liable to or indemnify Certificateholders for any losses incurred by the Certificateholders if such losses would nevertheless have been incurred if the Certificates were limited recourse debt secured by the Owner Trust Estate. In addition, any third-party creditors of the Trust, or the arrangement between the Depositor and the Trust (other than in connection with the obligations described in the preceding sentence for which the Depositor shall not be liable), shall be deemed third-party beneficiaries of this paragraph. (b) No Certificateholder other than the Depositor to the extent set forth in paragraph (a) of this Section 2.8, shall have any personal liability for any liability or obligation of the Trust. (c) The Depositor's obligations under this Section 2.8 are obligations solely of the Depositor and shall 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 Delaware Trustee and the Owner Trustee, by entering into or accepting this agreement, acknowledge and agree that they shall have 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 Delaware Trustee or 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 such Delaware Trustee or Owner Trustee further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and shall 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 shall be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Indenture Trustee and Owner Trustee each further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 2.8 and the terms of this Section 2.8 may be enforced by an action for specific performance. The provisions of this Section 2.8 shall be for the third party benefit of those entitled to rely thereon and shall survive the termination of this Agreement.

Appears in 1 contract

Samples: Trust Agreement (Ford Motor Credit Co)

Liability of the Depositor. (a) Notwithstanding Section 3803 of the Business Trust Statute, the Depositor in its capacity as the holder of the interests described in Section 3.11 shall be liable directly to, and will indemnify each injured party for, all losses, claims, damages, liabilities and expenses of the Trust (including Expenses, to the extent that the assets of the Trust that would remain if all of the Notes were paid in full would be insufficient to pay any such losses, claims, damages, liabilities or expenses, or to the extent that such losses, claims, damages, liabilities and expenses in fact are not paid out of the Owner Trust Estate) that the Depositor would be liable for if the Trust were a partnership under the Limited Partnership Act in which the Depositor were a general partner; provided, however, that the Depositor shall not be liable to or indemnify Noteholders or Note Owners for any losses incurred by Noteholders or Note Owners in their capacity as holders of or beneficial owners of interests in limited recourse debt secured by the Owner Trust Estate or be liable to or indemnify Certificateholders for any losses incurred by the Certificateholders if such losses would nevertheless have been incurred if the Certificates were limited recourse debt secured by the Owner Trust Estate. In addition, any third-party creditors of the Trust, or the arrangement between the Depositor and the Trust (other than in connection with the obligations described in the preceding sentence for which the Depositor shall not be liable), shall be deemed third-party beneficiaries of this paragraph. (b) No Certificateholder other than the Depositor to the extent set forth in paragraph (a) of this Section 2.8, shall have any personal liability for any liability or obligation of the Trust. (c) The Depositor's obligations under this Section 2.8 are obligations solely of the Depositor and shall 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 Delaware Trustee and the Owner Trustee, by entering into or accepting this agreement, acknowledge and agree that they shall have 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 Delaware Trustee or 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 such Delaware Trustee or Owner Trustee further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and shall 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 shall be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Indenture Trustee and Owner Trustee each further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 2.8 and the terms of this Section 2.8 may be enforced by an action for specific performance. The provisions of this Section 2.8 shall be for the third party benefit of those entitled to rely thereon and shall survive the termination of this Agreement.shall

Appears in 1 contract

Samples: Trust Agreement (Ford Motor Credit Co)

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Liability of the Depositor. (a) Notwithstanding Section 3803 of the Business Trust Statute, the Depositor in its capacity as the holder of the interests described in Section 3.11 shall be liable directly to, and will indemnify each injured party for, all losses, claims, damages, liabilities and expenses of the Trust (including Expenses, to the extent that the assets of the Trust that would remain if all of the Notes were paid in full would be insufficient to pay any such losses, claims, damages, liabilities or expenses, or to the extent that such losses, claims, damages, liabilities and expenses in fact are not paid out of the Owner Trust Estate) that the Depositor would be liable for if the Trust were a partnership under the Limited Partnership Act in which the Depositor were a general partner; provided, however, that the Depositor shall not be liable to or indemnify Noteholders or Note Owners for any losses incurred by Noteholders or Note Owners in their capacity as holders of or beneficial owners of interests in limited recourse debt secured by the Owner Trust Estate or be liable to or indemnify Certificateholders for any losses incurred by the Certificateholders if such losses would nevertheless have been incurred if the Certificates were limited recourse debt secured by the Owner Trust Estate. In addition, any third-party creditors of the Trust, or the arrangement between the Depositor and the Trust (other than in connection with the obligations described in the preceding sentence for which the Depositor shall not be liable), shall be deemed third-party beneficiaries of this paragraph. (b) No Certificateholder other than the Depositor to the extent set forth in paragraph (a) of this Section 2.8, shall have any personal liability for any liability or obligation of the Trust. (c) The Depositor's obligations under this Section 2.8 are obligations solely of the Depositor and shall 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 If the foregoingDepositor issues any securities, the Delaware Trustee and the Owner Trustee, by entering into or accepting this agreement, acknowledge and agree that they shall have 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 Delaware Trustee or 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 such Delaware Trustee or Owner Trustee further acknowledges and Depositor agrees that any such interest, claim or benefit in or from Other Assets is and shall be expressly subordinated to the indefeasible payment in full, which, its obligations 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 shall be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Indenture Trustee and Owner Trustee each further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 2.8 and the terms of this Section 2.8 may be enforced by an action for specific performance. The provisions of this Section 2.8 shall be for the third party benefit of those entitled fully subordinated to rely thereon and shall survive the termination of this Agreementsuch securities.

Appears in 1 contract

Samples: Trust Agreement (Ford Credit Auto Receivables Two L P)

Liability of the Depositor. (a) Notwithstanding Section 3803 of the Business Trust Statute, the Depositor in its capacity as the holder of the interests described in Section 3.11 a Certificateholder shall be liable directly to, and will indemnify each injured party for, all losses, claims, damages, liabilities and expenses of the Trust (including Expenses, to the extent that the assets of the Trust that would remain if all of the Notes were paid in full would be insufficient to pay any such losses, claims, damages, liabilities or expenses, or to the extent that such losses, claims, damages, liabilities and expenses in fact are not paid out of the Owner Trust Estate) that the Depositor would be liable for if the Trust were a partnership under the Limited Partnership Act in which the Depositor were a general partner; provided, however, that the Depositor shall not be liable to or indemnify Noteholders or Note Owners for any losses incurred by Noteholders or Note Owners in their capacity as holders of or beneficial owners of interests in limited recourse debt secured by the Owner Trust Estate or be liable to or indemnify Certificateholders for any losses incurred by the Certificateholders if such losses would nevertheless have been incurred if the Certificates were limited recourse debt secured by the Owner Trust Estate. In addition, any third-party creditors of the Trust, or the arrangement between the Depositor and the Trust (other than in connection with the obligations described in the preceding sentence for which the Depositor shall not be liable), shall be deemed third-party beneficiaries of this paragraph. (b) No Certificateholder other than the Depositor to the extent set forth in paragraph (a) of this Section 2.8, shall have any personal liability for any liability or obligation of the Trust. (c) The Depositor's obligations under this Section 2.8 are obligations solely of the Depositor and shall 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 Delaware Trustee and the Owner Trustee, by entering into or accepting this agreement, acknowledge and agree that they shall have 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 Delaware Trustee or 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 such Delaware Trustee or Owner Trustee further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and shall 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 shall be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Indenture Trustee and Owner Trustee each further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 2.8 and the terms of this Section 2.8 may be enforced by an action for specific performance. The provisions of this Section 2.8 shall be for the third party benefit of those entitled to rely thereon and shall survive the termination of this Agreement.para-

Appears in 1 contract

Samples: Trust Agreement (Ford Credit Auto Receivables Two L P)

Liability of the Depositor. (a) Notwithstanding Section 3803 of the Business Trust Statute, the Depositor in its capacity as the holder of the interests described in Section 3.11 shall be liable directly to, and will indemnify each injured party for, all losses, claims, damages, liabilities and expenses of the Trust (including Expenses, to the extent not paid out of the Owner Trust Estate) to the extent that the Depositor would be liable if the Trust or the arrangement between the Depositor, on the one hand, and the Trust, on the other hand, were a partnership under the Delaware Revised Uniform Limited Partnership Act in which the Depositor were a general partner (to the extent that, if the assets of the Owner Trust Estate at the time the demand for payment for such loss, claim, damage, liability or expense is made were used to pay in full all outstanding Notes, the assets of the Owner Trust Estate that would remain if all of after the Notes were paid in full would be insufficient to pay any such losses, claims, damagesdamages or liabilities); PROVIDED, liabilities or expenses, or to the extent that such losses, claims, damages, liabilities and expenses in fact are not paid out of the Owner Trust Estate) that the Depositor would be liable for if the Trust were a partnership under the Limited Partnership Act in which the Depositor were a general partner; provided, howeverHOWEVER, that the Depositor shall not be liable to or indemnify Noteholders or Note Owners for any losses incurred by Noteholders or Note Owners in their capacity as holders of or beneficial owners of interests in limited recourse debt secured by the Owner Trust Estate or be liable to or indemnify Certificateholders for any losses incurred by the Certificateholders if such losses would nevertheless have been incurred if the Certificates were limited recourse debt secured by the Owner Trust Estate. In addition, any third-party creditors of the Trust, or the arrangement between the Depositor Depositor, on the one hand, and the Trust Trust, on the other hand (other than in connection with the obligations described in the preceding sentence for which the Depositor shall not be liable), ) shall be deemed third-party beneficiaries of this paragraph. The obligations of the Depositor under this paragraph shall be evidenced by the Certificates described in Section 3.10, which, for purposes of the Business Trust Statute, shall be deemed to be a separate class of Certificates from all other classes of Certificates issued by the Trust. (b) No Certificateholder other than the Depositor to the extent set forth in paragraph (a) of this Section 2.8, 2.7 shall have any personal liability for any liability or obligation of the Trust. (c) The Depositor's obligations under this Section 2.8 are obligations solely of the Depositor and shall 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 Delaware Trustee and the Owner Trustee, by entering into or accepting this agreement, acknowledge and agree that they shall have 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 Delaware Trustee or 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 such Delaware Trustee or Owner Trustee further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and shall 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 shall be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Indenture Trustee and Owner Trustee each further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 2.8 and the terms of this Section 2.8 may be enforced by an action for specific performance. The provisions of this Section 2.8 shall be for the third party benefit of those entitled to rely thereon and shall survive the termination of this Agreement.

Appears in 1 contract

Samples: Trust Agreement (Mmca Auto Receivables Inc)

Liability of the Depositor. (a) Notwithstanding Section 3803 of the Business Trust Statute, the Depositor in its capacity as the holder of the interests described in Section 3.11 shall be liable directly to, and will indemnify each injured party for, all losses, claims, damages, liabilities and expenses of the Trust (including Expenses, to the extent that the assets of the Trust that would remain if all of the Notes were paid in full would be insufficient to pay any such losses, claims, damages, liabilities or expenses, or to the extent that such losses, claims, damages, liabilities and expenses in fact are not paid out of the Owner Trust Estate) that the Depositor would be liable for if the Trust were a partnership under the Limited Partnership Act in which the Depositor were a general partner; provided, however, that the Depositor shall not be liable to or indemnify Noteholders or Note Owners for any losses incurred by Noteholders or Note Owners in their capacity as holders of or beneficial owners of interests in limited recourse debt secured by the Owner Trust Estate or be liable to or indemnify Certificateholders for any losses incurred by the Certificateholders if such losses would nevertheless have been incurred if the Certificates were limited recourse debt secured by the Owner Trust Estate. In addition, any third-party creditors of the Trust, or the arrangement between the Depositor and the Trust (other than in connection with the obligations described in the preceding sentence for which the Depositor shall not be liable), shall be deemed third-party beneficiaries of this paragraph. (b) No Certificateholder other than the Depositor to the extent set forth in paragraph (a) of this Section 2.8, shall have any personal liability for any liability or obligation of the Trust. (c) The Depositor's obligations under this Section 2.8 are obligations solely of the Depositor and shall 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 Delaware Trustee and the Owner Trustee, by entering into or accepting this agreement, acknowledge and agree that they shall have 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 Delaware Trustee or 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 such Delaware Trustee or Owner Trustee further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and shall 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 shall be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Indenture Trustee and Owner Trustee each further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 2.8 and the terms of this Section 2.8 may be enforced by an action for specific performance. The provisions of this Section 2.8 shall be for the third party benefit of those entitled to rely thereon and shall survive the termination of this Agreement.the

Appears in 1 contract

Samples: Trust Agreement (Ford Credit Auto Receivables Two L P)

Liability of the Depositor. (a) Notwithstanding Section 3803 of the Business Trust Statute, the Depositor in its capacity as the holder of the interests described in Section 3.11 shall be liable directly to, and will indemnify each injured party for, all losses, claims, damages, liabilities and expenses of the Trust (including Expenses, to the extent that the assets of the Trust that would remain if all of the Notes were paid in full would be insufficient to pay any such losses, claims, damages, liabilities or expenses, or to the extent that such losses, claims, damages, liabilities and expenses in fact are not paid out of the Owner Trust Estate) that the Depositor would be liable for if the Trust were a partnership under the Limited Partnership Act in which the Depositor were a general partner; provided, however, that the Depositor shall not be liable to or indemnify Noteholders or Note Owners for any losses incurred by Noteholders or Note Owners in their capacity as holders of or beneficial owners of interests in limited recourse debt secured by the Owner Trust Estate or be liable to or indemnify Certificateholders for any losses incurred by the Certificateholders if such losses would nevertheless have been incurred if the Certificates were limited recourse debt secured by the Owner Trust Estate. In addition, any third-party creditors of the Trust, or the arrangement between the Depositor and the Trust (other than in connection with the obligations described in the preceding sentence for which the Depositor shall not be liable), shall be deemed third-third- party beneficiaries of this paragraph. (b) No Certificateholder other than the Depositor to the extent set forth in paragraph (a) of this Section 2.82.7, shall have any personal liability for any liability or obligation of the Trust. (c) The Depositor's obligations under this Section 2.8 are obligations solely of the Depositor and shall 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 Delaware Trustee and the Owner Trustee, by entering into or accepting this agreement, acknowledge and agree that they shall have 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 Delaware Trustee or 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 such Delaware Trustee or Owner Trustee further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and shall 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 shall be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Indenture Trustee and Owner Trustee each further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 2.8 and the terms of this Section 2.8 may be enforced by an action for specific performance. The provisions of this Section 2.8 shall be for the third party benefit of those entitled to rely thereon and shall survive the termination of this Agreement.

Appears in 1 contract

Samples: Trust Agreement (Ford Credit Auto Receivables Two L P)

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