Common use of No Recourse Clause in Contracts

No Recourse. Each Certificateholder or Certificate Owner by accepting a Certificate (or any interest therein) acknowledges that such Person’s Certificate (or interest therein) represents beneficial interests in the Trust only and does not represent interests in or obligations of the Depositor, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Certificates or the other Basic Documents. Except as expressly provided in the Basic Documents, none of the Depositor, the Servicer or the Owner Trustee in their respective individual capacities, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates or the Trust’s performance of, or omission to perform, any obligations or indemnifications contained in the Certificates, this Agreement or the other Basic Documents, it being expressly understood that such Certificateholder obligations have been made solely by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Certificates, it shall have no claim against any of the foregoing Persons for any deficiency, loss or claim therefrom. In the event that any of the foregoing covenants of each Certificateholder and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a result, a Certificateholder or Certificate Owner is deemed to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the Trust, each Certificateholder and Certificate Owner agrees that (i) its claim against any such other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted, including to the payment in full of all amounts owing to such entitled Persons, and (ii) the covenant set forth in the preceding clause (i) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy Code.

No Recourse. (a) Each Certificateholder or Certificate Owner by accepting a Trust Certificate (or any interest therein) acknowledges that such Person’s Trust Certificate (or represents a beneficial interest therein) represents beneficial interests in the Trust only and does not represent interests an interest in or obligations an obligation of the Depositor, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Trust Certificates or the other Basic Documents. Except as expressly provided . (b) In furtherance of and not in the Basic Documents, none derogation of the Depositorforegoing, the Servicer or the Owner Trustee in their respective individual capacities, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates or extent the Trust’s performance ofDepositor enters into other securitization transactions, or omission to performeach Certificateholder, any obligations or indemnifications contained in the Certificatesby accepting a Trust Certificate, this Agreement or the other Basic Documents, it being expressly understood that such Certificateholder obligations have been made solely by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) acknowledges and agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Certificates, it shall have no claim against right, title or interest in or to any assets or interests therein of the foregoing Depositor (other than the Trust Estate and Reserve Account relating to this transaction) conveyed or purported to be conveyed by the Depositor to another securitization trust or other Person or Persons for any deficiencyin connection therewith (whether by way of a sale, loss capital contribution or claim therefrom. In the event that any by virtue of the foregoing covenants granting of each Certificateholder a lien) (“Other Assets”). To the extent that, notwithstanding the agreements and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a resultprovisions contained herein, a Certificateholder either (i) asserts an interest or Certificate Owner claim to, or benefit from, Other Assets, whether asserted against or through the Depositor or any other Person owned by the Depositor, or (ii) is deemed to have an interest any such interest, claim 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 Federal Bankruptcy Code or any assets of successor provision having similar effect under the Bankruptcy Code), and whether deemed asserted against or through the Depositor or any Affiliate of other Person owned by the Depositor other than the TrustDepositor, then each Certificateholder Certificateholder, by accepting a Trust Certificate, further acknowledges and Certificate Owner agrees that (i) its claim against any such other assets interest, claim or benefit in or from Other Assets is and shall be, and hereby is, subject and subordinate in all respects be expressly subordinated to the rights of other Persons to whom rights in the other assets have been expressly granted, including to the indefeasible payment in full of all amounts owing obligations and liabilities of the Depositor which, under the terms of the relevant documents relating to the securitization of such Other Assets, are entitled Personsto 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 priority of distribution or application under applicable law, including insolvency laws, and (ii) whether asserted against Depositor or any other Person owned by the covenant set forth in Depositor), including the preceding clause (i) constitutes payment of post-petition interest on such other obligations and liabilities. This subordination agreement shall be deemed a “subordination agreement” agreement within the meaning of, and subject to, of Section 510(a) of the Bankruptcy Code. Each Certificateholder, by acceptance of a Trust Certificate, further acknowledges and agrees that no adequate remedy at law exists for a breach of this paragraph and the terms of this paragraph may be enforced by an action for specific performance. The provisions of this paragraph shall be for the third party benefit of those entitled to rely thereon and shall survive the termination of this Agreement.

No Recourse. (a) Each Certificateholder or Certificate Owner by accepting a Trust Certificate (or any interest therein) acknowledges that such Person’s Trust Certificate (or represents a beneficial interest therein) represents beneficial interests in the Trust only and does not represent interests an interest in or obligations an obligation of the Depositor, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Trust Certificates or the other Basic Documents. Except as expressly provided . (b) In furtherance of and not in the Basic Documents, none derogation of the Depositorforegoing, the Servicer or the Owner Trustee in their respective individual capacities, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates or extent the Trust’s performance ofDepositor enters into other securitization transactions, or omission to performeach Certificateholder, any obligations or indemnifications contained in the Certificatesby accepting a Trust Certificate, this Agreement or the other Basic Documents, it being expressly understood that such Certificateholder obligations have been made solely by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) acknowledges and agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Certificates, it shall have no claim against right, title or interest in or to any assets or interests therein of the foregoing Depositor (other than the Trust Estate and Reserve Account relating to this transaction) conveyed or purported to be conveyed by the Depositor to another securitization trust or other Person or Persons for any deficiencyin connection therewith (whether by way of a sale, loss capital contribution or claim therefrom. In the event that any by virtue of the foregoing covenants granting of each Certificateholder a lien) (“Other Assets”). To the extent that, notwithstanding the agreements and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a resultprovisions contained herein, a Certificateholder either (i) asserts an interest or Certificate Owner claim to, or benefit from, Other Assets, whether asserted against or through the Depositor or any other Person owned by the Depositor, or (ii) is deemed to have an interest any such interest, claim 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 Federal Bankruptcy Code or any assets of successor provision having similar effect under the Bankruptcy Code), and whether deemed asserted against or through the Depositor or any Affiliate of other Person owned by the Depositor other than the TrustDepositor, then each Certificateholder Certificateholder, by accepting a Trust Certificate, further acknowledges and Certificate Owner agrees that (i) its claim against any such other assets interest, claim or benefit in or from Other Assets is and shall be, and hereby is, subject and subordinate in all respects be expressly subordinated to the rights of other Persons to whom rights in the other assets have been expressly granted, including to the indefeasible payment in full of all amounts owing obligations and liabilities of the Depositor which, under the terms of the relevant documents relating to the securitization of such Other Assets, are entitled Personsto 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 priority of distribution or application under applicable law, including insolvency laws, and (ii) whether asserted against Depositor or any other Person owned by the covenant set forth in Depositor), including the preceding clause (i) constitutes payment of post-petition interest on such other obligations and liabilities. This subordination agreement shall be deemed a “subordination agreement” agreement within the meaning of, and subject to, of Section 510(a) of the Bankruptcy Code. Each Certificateholder, by acceptance of a Trust Certificate, further acknowledges and agrees that no adequate remedy at law exists for a breach of this paragraph and the terms of this paragraph may be enforced by an action for specific performance. The provisions of this paragraph shall be for the third party benefit of those entitled to rely thereon and shall survive the termination of the Trust Agreement.

No Recourse. Each Certificateholder or Certificate Owner by accepting a Certificate (or any interest therein) acknowledges that such Person’s Certificate (or interest therein) represents beneficial interests in The Notes represent obligations of the Trust Issuer only and does do not represent interests an interest in or obligations of the Depositor, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee Depositor or any Affiliate thereof of their respective Affiliates, and no recourse, either directly or indirectly, recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Certificates or Indenture and the other Basic Documents. Except as expressly provided in the Basic DocumentsEach Noteholder or Note Owner, none by acceptance of the Depositora Note or a beneficial interest therein, the Servicer covenants and agrees that no recourse may be taken, directly or the Owner Trustee in their respective individual capacitiesindirectly, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates obligations of the Issuer, the Owner Trustee or the Trust’s performance ofIndenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith against (i) either Trustee in its individual capacity, or omission to perform, (ii) any obligations or indemnifications contained owner of a beneficial interest in the CertificatesIssuer or (iii) any partner, this Agreement owner, beneficiary, agent, officer, director or employee of either Trustee in its individual capacity or any holder of a beneficial interest in the other Basic DocumentsIssuer, it being either Trustee or of any successor or assign of either Trustee in its individual capacity, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by Applicable Law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. It is expressly understood that such Certificateholder obligations have been made solely and agreed by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Certificates, it shall have no claim against any of the foregoing Persons for any deficiency, loss or claim therefrom. In the event that any of the foregoing covenants of each Certificateholder and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a result, a Certificateholder or Certificate Owner is deemed to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the Trust, each Certificateholder and Certificate Owner agrees parties hereto that (i) its claim against any such other assets shall bethis Indenture is executed and delivered by the Owner Trustee, and hereby isnot individually or personally but solely as Owner Trustee, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly grantedexercise of the powers and authority conferred and vested in it, including to the payment in full of all amounts owing to such entitled Persons, and (ii) the covenant set forth in the preceding clause (i) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) each of the Bankruptcy Coderepresentations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by the Owner Trustee but is made and intended for the purpose of binding only the Issuer, (iii) nothing herein contained shall be construed as creating any liability on the Owner Trustee, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (iv) the Owner Trustee has not verified and has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer hereunder and (v) under no circumstances shall the Owner Trustee be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Indenture or any other related documents.

No Recourse. Each Certificateholder or Certificate Owner by accepting an interest in a Certificate (or any interest therein) acknowledges that such Person’s Certificate (or interest therein) represents Certificates represent beneficial interests in the Trust Issuer only and does do not represent interests in or obligations of the Depositor, the ServicerNMAC (in any capacity), the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Certificates or the other Basic Documents. Except as expressly provided . (a) In furtherance of and not in the Basic Documents, none derogation of the Depositorforegoing, the Servicer or the Owner Trustee in their respective individual capacities, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates or extent the Trust’s performance ofDepositor enters into other securitization transactions, or omission to performeach Certificateholder, any obligations or indemnifications contained in the Certificatesby accepting a Certificate, this Agreement or the other Basic Documents, it being expressly understood that such Certificateholder obligations have been made solely by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) acknowledges and agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Certificates, it shall have no claim against right, title or interest in or to any assets or interests therein of the foregoing Depositor conveyed or purported to be conveyed by the Depositor to another securitization trust or other Person or Persons for any deficiencyin connection therewith (whether by way of a sale, loss capital contribution or claim therefrom. In the event that any by virtue of the foregoing covenants granting of each Certificateholder a lien). To the extent that, notwithstanding the agreements and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a resultprovisions contained herein, a Certificateholder either (i) asserts an interest or Certificate Owner claim to, or benefit from, Other Assets, whether asserted against or through the Depositor or any other Person owned by the Depositor, or (ii) is deemed to have an interest any such interest, claim 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 Federal Bankruptcy Code or any assets of successor provision having similar effect under the Bankruptcy Code), and whether deemed asserted against or through the Depositor or any Affiliate of other Person owned by the Depositor other than the TrustDepositor, then each Certificateholder Certificateholder, by accepting a Certificate, further acknowledges and Certificate Owner agrees that (i) its claim against any such other assets interest, claim or benefit in or from Other Assets is and shall be, and hereby is, subject and subordinate in all respects be expressly subordinated to the rights of other Persons to whom rights in the other assets have been expressly granted, including to the indefeasible payment in full of all amounts owing obligations and liabilities of the Depositor which, under the terms of the relevant documents relating to the securitization of such Other Assets, are entitled Personsto 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 priority of distribution or application under applicable law, including insolvency laws, and (ii) whether asserted against Depositor or any other Person owned by the covenant set forth in Depositor), including the preceding clause (i) constitutes payment of post-petition interest on such other obligations and liabilities. This subordination agreement shall be deemed a “subordination agreement” agreement within the meaning of, and subject to, of Section 510(a) of the Bankruptcy Code. Each Certificateholder, by acceptance of a Certificate, further acknowledges and agrees that no adequate remedy at law exists for a breach of this paragraph and the terms of this paragraph may be enforced by an action for specific performance. The provisions of this paragraph shall be for the third party benefit of those entitled to rely thereon and shall survive the termination of this Agreement.

No Recourse. Each Certificateholder or Certificate Owner by accepting a Certificate (or any interest therein) acknowledges that such Person’s Certificate (or interest therein) represents beneficial interests in the Trust only and does not represent interests in or obligations of the Depositor, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Certificates or the other Basic Transaction Documents. Except as expressly provided in the Basic Transaction Documents, none of the Depositor, the Servicer or the Owner Trustee in their respective individual capacities, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates or the Trust’s performance of, or omission to perform, any obligations or indemnifications contained in the Certificates, this Agreement or the other Basic Transaction Documents, it being expressly understood that such Certificateholder obligations have been made solely by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) agrees that except as expressly provided in the Basic Transaction Documents, in the event of nonpayment of any amounts with respect to the Certificates, it shall have no claim against any of the foregoing Persons for any deficiency, loss or claim therefrom. In the event that any of the foregoing covenants of each Certificateholder and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a result, a Certificateholder or Certificate Owner is deemed to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the Trust, each Certificateholder and Certificate Owner agrees that (i) its claim against any such other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted, including to the payment in full of all amounts owing to such entitled Persons, and (ii) the covenant set forth in the preceding clause (i) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy Code.

No Recourse. Each The Grantor Trust Certificateholder or Certificate Owner by accepting a Grantor Trust Certificate (or any interest therein) acknowledges that such Person’s Grantor Trust Certificate (or represents the entire undivided beneficial interest therein) represents beneficial interests in the Trust only and does not represent interests in or obligations of the DepositorGrantor, the Servicer, the Administrator, the Owner Grantor Trust Trustee, the Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Certificates Grantor Trust Certificate or the other Basic Transaction Documents. Except as expressly provided in the Basic Transaction Documents, none of the DepositorGrantor, the Servicer or the Owner Grantor Trust Trustee in their respective individual capacities, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates Grantor Trust Certificate or the Trust’s performance of, or omission to perform, any obligations or indemnifications contained in the CertificatesGrantor Trust Certificate, this Agreement or the other Basic Transaction Documents, it being expressly understood that such the Grantor Trust Certificateholder obligations have been made solely by the Trust. Each Grantor Trust Certificateholder by the acceptance of a Grantor Trust Certificate (or beneficial interest therein) agrees that except as expressly provided in the Basic Transaction Documents, in the event of nonpayment of any amounts with respect to the CertificatesGrantor Trust Certificate, it shall have no claim against any of the foregoing Persons for any deficiency, loss or claim therefrom. In the event that any of the foregoing covenants of each the Grantor Trust Certificateholder and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such the Grantor Trust Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a result, a the Grantor Trust Certificateholder or Certificate Owner is deemed to have an interest in any assets of the Depositor Grantor or any Affiliate of the Depositor Grantor other than the Trust, each the Grantor Trust Certificateholder and Certificate Owner agrees that (i) its claim against any such other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted, including to the payment in full of all amounts owing to such entitled Persons, and (ii) the covenant set forth in the preceding clause (i) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy Code.

No Recourse. Each Certificateholder or Certificate Owner by accepting a Certificate (or any interest therein) acknowledges that such Person’s 's Certificate (or interest therein) represents beneficial interests in the Trust only and does not represent interests in or obligations of the DepositorSeller, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Certificates or the other Basic Documents. Except as expressly provided in the Basic Documents, none of the DepositorSeller, the Servicer or the Owner Trustee in their respective individual capacities, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor or shall recourse be had to any of them for, for the distribution of any amount with respect to the Certificates or the Trust’s 's performance of, or omission to perform, any obligations or indemnifications contained in the Certificates, this Agreement or the other Basic Documents, it being expressly understood that such Certificateholder obligations have been made solely by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Certificates, it shall have no claim against any of the foregoing Persons for any deficiency, loss or claim therefrom. In the event that any of the foregoing covenants of each Certificateholder and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a result, a Certificateholder or Certificate Owner is deemed to have an interest in any assets of the Depositor Seller or any Affiliate of the Depositor Seller other than the TrustTrust ("other assets"), each Certificateholder and Certificate Owner agrees that (i) its claim against any such other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly grantedgranted ("entitled Persons"), including to the payment in full of all amounts owing to such entitled Persons, and (ii) the covenant set forth in the preceding clause (i) constitutes a “"subordination agreement” " within the meaning of, and subject to, Section 510(a) of the Bankruptcy Code.

No Recourse. Each The Grantor Trust Certificateholder or Certificate Owner by accepting a Grantor Trust Certificate (or any interest therein) acknowledges that such Person’s Grantor Trust Certificate (or represents the entire undivided beneficial interest therein) represents beneficial interests in the Trust only and does not represent interests in or obligations of the DepositorGrantor, the Servicer, the Administrator, the Owner Grantor Trust Trustee, the Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Certificates Grantor Trust Certificate or the other Basic Transaction Documents. Except as expressly provided in the Basic Transaction Documents, none of the DepositorGrantor, the Servicer or the Owner Grantor Trust Trustee in their respective individual capacities, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates Grantor Trust Certificate or the Trust’s performance of, or omission to perform, any obligations or indemnifications contained in the CertificatesGrantor Trust Certificate, this Agreement or the other Basic Transaction Documents, it being expressly understood that such the Grantor Trust Certificateholder obligations have been made solely by the Trust. Each Grantor Trust Certificateholder by the acceptance of a Grantor Trust Certificate (or beneficial interest therein) agrees that except as expressly provided in the Basic Transaction Documents, in the event of nonpayment of any amounts with respect to the CertificatesGrantor Trust Certificate, it shall have no claim against any of the foregoing Persons for any deficiency, loss or claim therefrom. In the event that any of the foregoing covenants of each the Grantor Trust Certificateholder and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such the Grantor Trust Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a result, a the Grantor Trust Certificateholder or Certificate Owner is deemed to have an interest in any assets of the Depositor Grantor or any Affiliate of the Depositor Grantor other than the Trust, each the Grantor Trust Certificateholder and Certificate Owner agrees that (ia) its claim against any such other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted, including to the payment in full of all amounts owing to such entitled Persons, and (iib) the covenant set forth in the preceding clause (ia) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy Code.

No Recourse. Each Certificateholder or Certificate Owner by accepting a Certificate (or any interest therein) acknowledges that such Person’s Certificate (or interest therein) represents beneficial interests in the Trust only and does not represent interests in or obligations of the Depositor, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Certificates or the other Basic Transaction Documents. Except as expressly provided in the Basic Transaction Documents, none of the Depositor, the Servicer or the Owner Trustee in their respective individual capacities, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates or the Trust’s performance of, or omission to perform, any obligations or indemnifications contained in the Certificates, this Agreement or the other Basic Transaction Documents, it being expressly understood that such Certificateholder obligations have been made solely by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) agrees that except as expressly provided in the Basic Transaction Documents, in the event of nonpayment of any amounts with respect to the Certificates, it shall have no claim against any of the foregoing Persons for any deficiency, loss or claim therefrom. In the event that any of the foregoing covenants of each Certificateholder and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a result, a Certificateholder or Certificate Owner is deemed to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the Trust, each Certificateholder and Certificate Owner agrees that (ia) its claim against any such other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted, including to the payment in full of all amounts owing to such entitled Persons, and (iib) the covenant set forth in the preceding clause (ia) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy Code.

No Recourse. Each Certificateholder or Certificate Owner by accepting an interest in a Certificate (or any interest therein) acknowledges that such Person’s Certificate (or interest therein) represents Certificates represent beneficial interests in the Trust only and does do not represent interests in or obligations of the Depositor, the ServicerNMAC (in any capacity), the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Certificates or the other Basic Documents. Except as expressly provided . (a) In furtherance of and not in the Basic Documents, none derogation of the Depositorforegoing, the Servicer or the Owner Trustee in their respective individual capacities, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates or extent the Trust’s performance ofDepositor enters into other securitization transactions, or omission to performeach Certificateholder, any obligations or indemnifications contained in the Certificatesby accepting a Certificate, this Agreement or the other Basic Documents, it being expressly understood that such Certificateholder obligations have been made solely by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) acknowledges and agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Certificates, it shall have no claim against right, title or interest in or to any assets or interests therein of the foregoing Depositor conveyed or purported to be conveyed by the Depositor to another securitization trust or other Person or Persons for any deficiencyin connection therewith (whether by way of a sale, loss capital contribution or claim therefrom. In the event that any by virtue of the foregoing covenants granting of each Certificateholder a lien). To the extent that, notwithstanding the agreements and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a resultprovisions contained herein, a Certificateholder either (i) asserts an interest or Certificate Owner claim to, or benefit from, Other Assets, whether asserted against or through the Depositor or any other Person owned by the Depositor, or (ii) is deemed to have an interest any such interest, claim 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 Federal Bankruptcy Code or any assets of successor provision having similar effect under the Bankruptcy Code), and whether deemed asserted against or through the Depositor or any Affiliate of other Person owned by the Depositor other than the TrustDepositor, then each Certificateholder Certificateholder, by accepting a Certificate, further acknowledges and Certificate Owner agrees that (i) its claim against any such other assets interest, claim or benefit in or from Other Assets is and shall be, and hereby is, subject and subordinate in all respects be expressly subordinated to the rights of other Persons to whom rights in the other assets have been expressly granted, including to the indefeasible payment in full of all amounts owing obligations and liabilities of the Depositor which, under the terms of the relevant documents relating to the securitization of such Other Assets, are entitled Personsto 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 priority of distribution or application under applicable law, including insolvency laws, and (ii) whether asserted against Depositor or any other Person owned by the covenant set forth in Depositor), including the preceding clause (i) constitutes payment of post-petition interest on such other obligations and liabilities. This subordination agreement shall be deemed a “subordination agreement” agreement within the meaning of, and subject to, of Section 510(a) of the Bankruptcy Code. Each Certificateholder, by acceptance of a Certificate, further acknowledges and agrees that no adequate remedy at law exists for a breach of this paragraph and the terms of this paragraph may be enforced by an action for specific performance. The provisions of this paragraph shall be for the third party benefit of those entitled to rely thereon and shall survive the termination of this Agreement.

No Recourse. Each Certificateholder No recourse may be taken, directly or Certificate Owner by accepting a Certificate (or any interest therein) acknowledges that such Person’s Certificate (or interest therein) represents beneficial interests in indirectly, with respect to the Trust only and does not represent interests in or obligations of the DepositorIssuing Entity, the ServicerGrantor Trust, Grantor Trust Trustee, the AdministratorOwner Trustee or the Indenture Trustee on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against: (a) the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee or in their individual capacities; (b) the Depositor or any other owner of a beneficial interest in the Issuing Entity; or (c) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee or the Owner Trustee or the Grantor Trust Trustee in their individual capacities, the Depositor or any other holder of a beneficial interest in the Issuing Entity, the Owner Trustee, the Grantor Trust Trustee or the Indenture Trustee or of any Affiliate thereof and no recourse, either directly successor or indirectly, may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Certificates or the other Basic Documents. Except as expressly provided in the Basic Documents, none assign of the Depositor, the Servicer Indenture Trustee or the Owner Trustee in their respective individual capacities, capacities (or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns), except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacities) and except that any such partner, owner or beneficiary shall be personally liable forfully liable, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or the Trust’s performance of, failure to pay any installment or omission call owing to perform, any obligations or indemnifications contained in the Certificates, such entity. For all purposes of this Agreement or the other Basic Documents, it being expressly understood that such Certificateholder obligations have been made solely by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) agrees that except as expressly provided in the Basic DocumentsIndenture, in the event of nonpayment performance of any amounts with respect to the Certificates, it shall have no claim against any duties or obligations of the foregoing Persons for any deficiencyIssuing Entity hereunder, loss or claim therefrom. In the event that any of the foregoing covenants of each Certificateholder and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a result, a Certificateholder or Certificate Owner is deemed to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the Trust, each Certificateholder and Certificate Owner agrees that (i) its claim against any such other assets Trustee shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted, including to the payment in full of all amounts owing to such entitled Persons, and (ii) the covenant set forth in the preceding clause (i) constitutes a “subordination agreement” within the meaning of, and be subject to, Section 510(a) and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Bankruptcy CodeTrust Agreement. For all purposes of this Indenture, in the performance of any duties or obligations of the Grantor Trust hereunder, the Grantor Trust Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Grantor Trust Agreement.

No Recourse. Each Certificateholder or and each Certificate Owner by accepting a Certificate (or any interest therein) acknowledges that such Person’s Certificate (or interest therein) represents beneficial interests in the Trust only and does not represent interests in or obligations of the Depositor, the Servicer, the Administrator, the Paying Agent, the AART Owner Trustee, the AART Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Certificates or the other Basic AART Transaction Documents. Except as expressly provided in the Basic AART Transaction Documents, none of the Depositor, the Servicer Administrator or the AART Owner Trustee in their respective individual capacities, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, for the distribution of any amount with respect to the Certificates or the Trust’s performance of, or omission to perform, any obligations or indemnifications contained in the Certificates, this Agreement or the other Basic AART Transaction Documents, it being expressly understood that such Certificateholder obligations have been made solely by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) agrees that except as expressly provided in the Basic AART Transaction Documents, in the event of nonpayment of any amounts with respect to the Certificates, it shall have no claim against any of the foregoing Persons for any deficiency, loss or claim therefrom. In the event that any of the foregoing covenants of each Certificateholder and each Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or and Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a result, a Certificateholder or Certificate Owner is deemed to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the TrustTrust (“other assets”), each Certificateholder and Certificate Owner agrees that (i) its claim against any such other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly grantedgranted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Persons, and (ii) the covenant set forth in the preceding clause (i) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy Code. This Section 9.9 shall survive the termination of this Agreement.

No Recourse. Each Certificateholder or Certificate Owner by accepting a Certificate (or any interest therein) acknowledges that such Person’s 's Certificate (or interest therein) represents beneficial interests in the Trust only and does not represent interests in or obligations of the DepositorSeller, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Certificates or the other Basic Documents. Except as expressly provided in the Basic Documents, none of neither the DepositorSeller, the Servicer or nor the Owner Trustee in their respective individual capacities, or nor any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates Certificates, or the Trust’s Owner Trustee's performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in the Certificates, Certificates or this Agreement or the other Basic DocumentsAgreement, it being expressly understood that such Certificateholder said covenants and obligations have been made solely by the TrustOwner Trustee solely in its capacity as the Owner Trustee. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) agrees that shall agree that, except as expressly provided in the Basic Documents, in the event case of nonpayment of any amounts with respect to the Certificates, it shall have no claim against any of the foregoing Persons for any deficiency, loss or claim therefrom. In the event that any of the foregoing covenants of each Certificateholder and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a result, a Certificateholder or Certificate Owner is deemed to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the Trust, each Certificateholder and Certificate Owner agrees that (i) its claim against any such other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted, including to the payment in full of all amounts owing to such entitled Persons, and (ii) the covenant set forth in the preceding clause (i) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy Code.

No Recourse. Each Certificateholder or and Certificate Owner Owner, by accepting a Certificate (or any interest therein) acknowledges ), shall agree that such Person’s Certificate 's Certificates (or interest therein) represents represent beneficial interests in the Trust only and does do not represent interests in or obligations of the DepositorSeller, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Certificates or the other Basic Documents. Except as expressly provided in the Basic Documents, none of neither the DepositorSeller, the Servicer or nor the Owner Trustee in their respective individual capacities, or nor any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the distribution of any amount Certificate Balance with respect to the Certificates or the Trust’s interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in the Certificates, Certificates or this Agreement or the other Basic DocumentsAgreement, it being expressly understood that such Certificateholder said covenants, obligations and indemnifications have been made solely by the TrustOwner Trustee solely as the Owner Trustee in the assets of the Issuer. Each Certificateholder or Certificate Owner by the acceptance of a Certificate (or beneficial interest therein) agrees that shall agree that, except as expressly provided in the Basic Documents, in the event case of nonpayment of any amounts with respect to the Certificates, it shall have no claim against any of the foregoing Persons for any deficiency, loss or claim therefrom. In the event that any of the foregoing covenants of each Certificateholder and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a result, a Certificateholder or Certificate Owner is deemed to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the Trust, each Certificateholder and Certificate Owner agrees that (i) its claim against any such other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted, including to the payment in full of all amounts owing to such entitled Persons, and (ii) the covenant set forth in the preceding clause (i) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy Code.

No Recourse. Each Certificateholder or Certificate Owner by accepting a Certificate (or any interest therein) acknowledges that such Person’s Certificate (or interest therein) represents beneficial interests in the Trust only and does not represent interests in or obligations of the DepositorSeller, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Certificates or the other Basic Documents. Except as expressly provided in the Basic Documents, none of neither the DepositorSeller, the Servicer or nor the Owner Trustee in their respective individual capacities, or nor any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates Certificates, or the TrustOwner Trustee’s performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in the Certificates, Certificates or this Agreement or the other Basic DocumentsAgreement, it being expressly understood that such Certificateholder said covenants and obligations have been made solely by the TrustOwner Trustee solely in its capacity as the Owner Trustee. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) agrees that shall agree that, except as expressly provided in the Basic Documents, in the event case of nonpayment of any amounts with respect to the Certificates, it shall have no claim against any of the foregoing Persons for any deficiency, loss or claim therefrom. In the event that any of the foregoing covenants of each Certificateholder and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a result, a Certificateholder or Certificate Owner is deemed to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the Trust, each Certificateholder and Certificate Owner agrees that (i) its claim against any such other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted, including to the payment in full of all amounts owing to such entitled Persons, and (ii) the covenant set forth in the preceding clause (i) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy Code.

No Recourse. (a) Each Certificateholder or Certificate Owner by accepting a Trust Certificate (or any interest therein) acknowledges that such Person’s Trust Certificate (or represents a beneficial interest therein) represents beneficial interests in the Trust only and does not represent interests an interest in or obligations an obligation of the Depositor, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Trust Certificates or the other Basic Documents. Except as expressly provided . (b) In furtherance of and not in the Basic Documents, none derogation of the Depositorforegoing, the Servicer or the Owner Trustee in their respective individual capacities, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates or extent the Trust’s performance ofDepositor enters into other securitization transactions, or omission to performeach Certificateholder, any obligations or indemnifications contained in the Certificatesby accepting a Trust Certificate, this Agreement or the other Basic Documents, it being expressly understood that such Certificateholder obligations have been made solely by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) acknowledges and agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Certificates, it shall have no claim against right, title or interest in or to any assets or interests therein of the foregoing Depositor (other than the Trust Estate and Reserve Account relating to this transaction) conveyed or purported to be conveyed by the Depositor to another securitization trust or other Person or Persons for any deficiencyin connection therewith (whether by way of a sale, loss capital contribution or claim therefrom. In the event that any by virtue of the foregoing covenants granting of each Certificateholder a lien) ("Other Assets"). To the extent that, notwithstanding the agreements and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a resultprovisions contained herein, a Certificateholder either (i) asserts an interest or Certificate Owner claim to, or benefit from, Other Assets, whether asserted against or through the Depositor or any other Person owned by the Depositor, or (ii) is deemed to have an interest any such interest, claim 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 Federal Bankruptcy Code or any assets of successor provision having similar effect under the Bankruptcy Code), and whether deemed asserted against or through the Depositor or any Affiliate of other Person owned by the Depositor other than the TrustDepositor, then each Certificateholder Certificateholder, by accepting a Trust Certificate, further acknowledges and Certificate Owner agrees that (i) its claim against any such other assets interest, claim or benefit in or from Other Assets is and shall be, and hereby is, subject and subordinate in all respects be expressly subordinated to the rights of other Persons to whom rights in the other assets have been expressly granted, including to the indefeasible payment in full of all amounts owing obligations and liabilities of the Depositor which, under the terms of the relevant documents relating to the securitization of such Other Assets, are entitled Personsto 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 priority of distribution or application under applicable law, including insolvency laws, and (ii) whether asserted against Depositor or any other Person owned by the covenant set forth in Depositor), including the preceding clause (i) constitutes payment of post-petition interest on such other obligations and liabilities. This subordination agreement shall be deemed a “subordination agreement” agreement within the meaning of, and subject to, of Section 510(a) of the Bankruptcy Code. Each Certificateholder, by acceptance of a Trust Certificate, further acknowledges and agrees that no adequate remedy at law exists for a breach of this paragraph and the terms of this paragraph may be enforced by an action for specific performance. The provisions of this paragraph shall be for the third party benefit of those entitled to rely thereon and shall survive the termination of the Trust Agreement.

No Recourse. (a) Each Certificateholder or Certificate Owner by accepting a Certificate (or any interest therein) acknowledges that such Person’s Certificate (or interest therein) represents Certificateholder's Certificates represent beneficial interests in the Trust only and does do not represent interests in or obligations of the Depositor, the ServicerSeller, the Administrator, the Depositor, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Certificates or the other Basic Transaction Documents. Except as expressly provided . (b) In furtherance of and not in the Basic Documents, none derogation of the Depositorforegoing, the Servicer or the Owner Trustee in their respective individual capacities, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates or extent the Trust’s performance ofDepositor enters into other securitization transactions, or omission to performeach Certificateholder, any obligations or indemnifications contained in the Certificatesby accepting a Certificate, this Agreement or the other Basic Documents, it being expressly understood that such Certificateholder obligations have been made solely by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) acknowledges and agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Certificates, it shall have no claim against right, title or interest in or to any assets or interests therein of the foregoing Depositor (other than the Trust Estate conveyed or purported to be conveyed by the Depositor to another securitization trust or other Person or Persons for any deficiencyin connection therewith (whether by way of a sale, loss capital contribution or claim therefrom. In the event that any by virtue of the foregoing covenants granting of each Certificateholder a lien) ("Other Assets"). To the extent that, notwithstanding the agreements and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority provisions contained in the preceding sentences of competent jurisdiction, and, as a resultthis Section, a Certificateholder either (i) asserts an interest or Certificate Owner claim to, or benefit from, Other Assets, whether asserted against or through the Depositor or any other Person owned by the Depositor, or (ii) is deemed to have an interest any such interest, claim 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 Federal Bankruptcy Code or any assets of successor provision having similar effect under the Bankruptcy Code), and whether deemed asserted against or through the Depositor or any Affiliate of other Person owned by the Depositor other than the TrustDepositor, then each Certificateholder Certificateholder, by accepting a Certificate, further acknowledges and Certificate Owner agrees that (i) its claim against any such other assets interest, claim or benefit in or from Other Assets is and shall be, and hereby is, subject and subordinate in all respects be expressly subordinated to the rights of other Persons to whom rights in the other assets have been expressly granted, including to the indefeasible payment in full of all amounts owing obligations and liabilities of the Depositor which, under the terms of the relevant documents relating to the securitization of such Other Assets, are entitled Personsto 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 priority of distribution or application under applicable law, including insolvency laws, and (ii) whether asserted against the covenant set forth in Depositor or any other Person owned by the preceding clause (i) constitutes Depositor), including the payment of post-petition interest on such other obligations and liabilities. This subordination agreement shall be deemed a “subordination agreement” agreement within the meaning of, and subject to, of Section 510(a) of the Bankruptcy Code. Each Certificateholder, by acceptance of a Certificate, further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 11.9(b) and the terms of this Section 11.9(b) may be enforced by an action for specific performance. The provisions of this Section 11.9(b) shall be for the third party benefit of those entitled to rely thereon and shall survive the termination of this Agreement.

No Recourse. Each Certificateholder or and Certificate Owner Owner, by accepting a Certificate (or any interest therein) acknowledges ), shall agree that such Person’s Certificate Certificates (or interest therein) represents represent beneficial interests in the Trust only and does do not represent interests in or obligations of the DepositorSeller, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Certificates or the other Basic Documents. Except as expressly provided in the Basic Documents, none of neither the DepositorSeller, the Servicer or nor the Owner Trustee in their respective individual capacities, or nor any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the distribution of any amount Certificate Balance with respect to the Certificates or the Trust’s interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in the Certificates, Certificates or this Agreement or the other Basic DocumentsAgreement, it being expressly understood that such Certificateholder said covenants, obligations and indemnifications have been made solely by the TrustOwner Trustee solely as the Owner Trustee in the assets of the Issuer. Each Certificateholder or Certificate Owner by the acceptance of a Certificate (or beneficial interest therein) agrees that shall agree that, except as expressly provided in the Basic Documents, in the event case of nonpayment of any amounts with respect to the Certificates, it shall have no claim against any of the foregoing Persons for any deficiency, loss or claim therefrom. In the event that any of the foregoing covenants of each Certificateholder and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a result, a Certificateholder or Certificate Owner is deemed to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the Trust, each Certificateholder and Certificate Owner agrees that (i) its claim against any such other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted, including to the payment in full of all amounts owing to such entitled Persons, and (ii) the covenant set forth in the preceding clause (i) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy Code.

No Recourse. Each Certificateholder or Certificate Owner by accepting a Certificate (or any interest therein) acknowledges that such Person’s 's Certificate (or interest therein) represents beneficial interests in the Trust only and does not represent interests in or obligations of the DepositorSeller, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Certificates or the other Basic Documents. Except as expressly provided in the Basic Documents, none of neither the DepositorSeller, the Servicer or nor the Owner Trustee in their respective individual capacities, or nor any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the distribution of any amount Certificate Balance with respect to or interest on the Certificates Certificates, or the Trust’s Owner Trustee's performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in the Certificates, Certificates or this Agreement or the other Basic DocumentsAgreement, it being expressly understood that such Certificateholder said covenants and obligations have been made solely by the TrustOwner Trustee solely in its capacity as the Owner Trustee. Each Certificateholder or Certificate Owner by the acceptance of a Certificate (or beneficial interest therein) agrees that shall agree that, except as expressly provided in the Basic Documents, in the event case of nonpayment of any amounts with respect to the Certificates, it shall have no claim against any of the foregoing Persons for any deficiency, loss or claim therefrom. In the event that any of the foregoing covenants of each Certificateholder and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a result, a Certificateholder or Certificate Owner is deemed to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the Trust, each Certificateholder and Certificate Owner agrees that (i) its claim against any such other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted, including to the payment in full of all amounts owing to such entitled Persons, and (ii) the covenant set forth in the preceding clause (i) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy Code.

No Recourse. Each Certificateholder or Certificate Owner by accepting a ----------- Certificate (or any interest therein) acknowledges that such Person’s 's Certificate (or interest therein) represents beneficial interests in the Trust only and does not represent interests in or obligations of the DepositorSeller, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Certificates or the other Basic Documents. Except as expressly provided in the Basic Documents, none of neither the DepositorSeller, the Servicer or nor the Owner Trustee in their respective individual capacities, or nor any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates Certificates, or the Trust’s Owner Trustee's performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in the Certificates, Certificates or this Agreement or the other Basic DocumentsAgreement, it being expressly understood that such Certificateholder said covenants and obligations have been made solely by the TrustOwner Trustee solely in its capacity as the Owner Trustee. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) agrees that shall agree that, except as expressly provided in the Basic Documents, in the event case of nonpayment of any amounts with respect to the Certificates, it shall have no claim against any of the foregoing Persons for any deficiency, loss or claim therefrom. In the event that any of the foregoing covenants of each Certificateholder and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a result, a Certificateholder or Certificate Owner is deemed to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the Trust, each Certificateholder and Certificate Owner agrees that (i) its claim against any such other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted, including to the payment in full of all amounts owing to such entitled Persons, and (ii) the covenant set forth in the preceding clause (i) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy Code.

No Recourse. (a) Each Certificateholder or Certificate Owner Noteholder will agree by accepting acceptance of a Certificate (or any interest therein) acknowledges that such Person’s Certificate Note (or interest therein) represents that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against: (i) the Indenture Trustee or the Owner Trustee in its individual capacity; (ii) any owner of a beneficial interests interest in the Trust only Issuer; or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and does not represent interests the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any instalment or call owing to such entity. For all purposes of this Indenture, in the performance of any duties or obligations of the Depositor, the Servicer, the AdministratorIssuer hereunder, the Owner TrusteeTrustee shall be subject to, and entitled to the benefits of, the Indenture Trustee or any Affiliate thereof terms and no recourseprovisions of Articles VI, either directly or indirectly, may be had against such parties or their assets, except as may be expressly set forth or contemplated in this VII and VIII of the Trust Agreement, the Certificates or the other Basic Documents. . (b) Except as expressly provided in the Basic Documents, none of neither the DepositorSeller, the Servicer or Servicer, the Indenture Trustee nor the Owner Trustee in their respective individual capacities, or any owner of a beneficial interest in the Issuer, nor any of their respective partners, owners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the distribution payment of any amount with respect to the Certificates principal of or the Trust’s interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in the Certificates, Notes or this Agreement or the other Basic DocumentsIndenture, it being expressly understood that such Certificateholder said covenants, obligations and indemnifications have been made solely by the TrustOwner Trustee solely as the Owner Trustee in the assets of the Issuer. Each Certificateholder Noteholder or Note Owner by the acceptance of a Certificate Note (or beneficial interest therein) agrees that will agree that, except as expressly provided in the Basic Documents, in the event case of nonpayment an Event of any amounts with respect to Default under this Indenture, the Certificates, it Holder shall have no claim against any of the foregoing Persons for any deficiency, loss or claim therefrom. In ; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the event that any of the foregoing covenants of each Certificateholder and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a result, a Certificateholder or Certificate Owner is deemed to have an interest in any assets of the Depositor Issuer for any and all liabilities, obligations and undertakings contained in this Indenture or any Affiliate of the Depositor other than the Trust, each Certificateholder and Certificate Owner agrees that (i) its claim against any such other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted, including to the payment in full of all amounts owing to such entitled Persons, and (ii) the covenant set forth in the preceding clause (i) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy CodeNotes.

No Recourse. Each Certificateholder Funding Corporation agrees that neither Grantor nor any ----------- officer, director, employee, shareholder, partner or Certificate Owner by accepting a Certificate (holder of Capital Stock of Grantor, nor any director, officer, employee, incorporator, shareholder, partner or member of any interest therein) acknowledges that such Person’s Certificate (or interest therein) represents beneficial interests in the Trust only and does not represent interests in or obligations partner of the Depositor, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee Grantor or any Affiliate thereof and no recourse, either directly or indirectly, may be had against of any such parties or their assets, except as may be expressly set forth or contemplated in this Agreementparty (collectively, the Certificates or the other Basic Documents. Except as expressly provided in the Basic Documents, none of the Depositor, the Servicer or the Owner Trustee in their respective individual capacities, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, "Nonrecourse Parties") shall be personally liable forunder this ------------------- Agreement for the payment of any sums now or hereafter owing Collateral Agent under the terms of, nor or for the performance of any obligation contained in, this Agreement. Collateral Agent agrees that its rights shall recourse be had limited to proceeding against the security provided or intended to be provided hereunder and that it shall have no right to proceed against the Nonrecourse Parties for (a) the satisfaction of any monetary obligation of, or enforcement of any monetary claim against, Grantor, (b) the performance of any obligation, covenant or agreement arising under this Agreement, or (c) any deficiency judgment remaining after foreclosure of any property securing the obligations hereunder; provided that (v) the foregoing provisions of this Section 23 shall not constitute a waiver, release or discharge of any of them forthe Indebtedness, or of any of the terms, covenants, conditions or provisions of this agreement or any Financing Document and the same shall continue until fully paid, discharged, observed or performed; (w) the foregoing provisions of this Section 23 shall not limit or restrict the right of the Collateral Agent, the distribution Holders of the Senior Secured Notes, the Depositary or the Trustee to name Grantor or any other Person as a defendant in any action or suit for a judicial foreclosure or for the exercise of any amount other remedy under or with respect to this Agreement or any other Financing Document, or for injunction or specific performance, so long as no judgment in the nature of a deficiency judgment shall be enforced against any Nonrecourse Party, except as set forth in this Section 6.11; (x) the foregoing provisions of this Section 23 shall not in any way limit or restrict any right or remedy of Collateral Agent, the Holders of the Senior Secured Notes, the Depositary or the Trustee (or any assignee or beneficiary thereof or successor thereto) with respect to, and all of the Nonrecourse Parties shall remain fully liable to the extent that it would otherwise be liable for its own actions with respect to, any fraud, or willful misrepresentation, (y) the foregoing provisions of this Section 23 shall not affect or diminish or constitute a waiver, release or discharge or limit in any way the rights and remedies available to Collateral Agent, the Holders of the Senior Secured Notes, the Depositary or the Trustee (or any assignee or beneficiary thereof or successor thereto) with respect to, and all of the Nonrecourse Parties shall remain fully liable to the extent provided therein pursuant to (i) the Plant O&M Agreement and the Consent executed by Grantor to the Collateral Agent with respect thereto or (ii) any Person rendering a legal opinion, in each case under this clause (z) relating solely to such liability of such Person as may arise under such referenced instrument, agreement or opinion; and (z) the foregoing provisions of this Section 23 shall not affect or diminish or constitute a waiver, release or discharge or limit in any way the rights and remedies available to Collateral Agent, the Holders of the Senior Secured Notes, the Depositary or the Trustee (or any assignee or beneficiary thereof or successor thereto) with respect to the Certificates or the Trust’s performance of, or omission to perform, any obligations or indemnifications contained in the Certificates, this Agreement or the other Basic Documents, it being expressly understood that such Certificateholder obligations have been made solely security granted by the Trust. Each Certificateholder by Nonrecourse Parties as security for the acceptance obligations of a Certificate (Grantor or beneficial interest therein) agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Certificates, it shall have no claim against any of the foregoing Persons for any deficiency, loss or claim therefrom. In the event that any of the foregoing covenants of each Certificateholder and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a result, a Certificateholder or Certificate Owner is deemed to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the Trust, each Certificateholder and Certificate Owner agrees that (i) its claim against any such other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted, including to the payment in full of all amounts owing to such entitled Persons, and (ii) the covenant set forth in the preceding clause (i) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy Code.Funding Corporation..

No Recourse. Each Certificateholder or Certificate Owner by accepting The Guaranteed Party acknowledges the separate corporate existence of Parent. The Guaranteed Party acknowledges and agrees that the sole asset of Parent is cash in a Certificate de minimis amount (or any interest thereinless than $1,000) acknowledges and that such Person’s Certificate (or interest therein) represents beneficial interests in the Trust only and does not represent interests in or obligations of the Depositor, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, may additional funds are expected to be had against such parties or their assets, contributed to Parent except as may be expressly set forth required under the Equity Commitment Letter, the Other Equity Commitment Letter and the Transaction Agreement. Notwithstanding anything that may be expressed or contemplated implied in this Limited Guarantee, the Transaction Agreement, the Certificates Equity Commitment Letter, the Confidentiality Agreement or in any agreement or instrument delivered or contemplated thereby (collectively, the “Transaction Documents”) or statement made or action taken in connection with, or that otherwise in any manner relates to, the transactions contemplated by any of the Transaction Documents or the negotiation, execution, performance or breach of any Transaction Document (this Limited Guarantee, the other Basic Documents. Except as expressly provided Transaction Documents and such agreements, instruments, statements and actions collectively, “Transaction-Related Matters”), and notwithstanding any equitable, common law or statutory right or claim that may be available to the Guaranteed Party or any of its Affiliates, and notwithstanding the fact that the Guarantor is a limited partnership, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party covenants, acknowledges and agrees, on behalf of itself and its Affiliates, that: (a) None of the Non-Recourse Parties has or shall have any obligations (whether of an equitable, contractual, tort, statutory or other nature) under, in connection with or in any manner related to any Transaction-Related Matter, other than (i) Parent’s obligation to make a cash payment to the Guaranteed Party under and pursuant to the terms of Section 3.2(a) of the Transaction Agreement, and, without duplication, the Guarantor’s obligation to make a cash payment to the Guaranteed Party under and pursuant to the terms of this Limited Guarantee (subject to the Cap) and to otherwise comply with the terms of this Limited Guarantee and the Other Investors’ obligations to make a cash payment to the Guaranteed Party under and pursuant to the terms of the Other Investors Limited Guarantees (subject to the “Cap” set forth in the Basic Documents, none Other Investors Limited Guarantees) and to otherwise comply with the terms of the DepositorOther Investors Limited Guarantees, (ii) Parent’s obligation to cause the equity financing to be funded in accordance with the terms of the Equity Commitment Letter and the Other Investors Equity Commitment Letters when and if the Guaranteed Party seeks specific performance of such obligation pursuant to, in accordance with, and subject to the limitations set forth in, Section 9.13(b) of the Transaction Agreement, (iii) the Guarantor’s obligation to specifically perform its obligation to make an equity contribution to Parent pursuant to the Equity Commitment Letter in accordance with the terms of such letter and the Other Investors’ obligations to specifically perform its obligation to make an equity contribution to Parent pursuant to the Other Investors Equity Commitment Letters when and if the conditions thereto have been satisfied and Parent seeks specific performance of such obligation pursuant to, and subject to the limitations set forth in, Section 5 of each of the Equity Commitment Letter and the Other Investors Equity Commitment Letters and Section 9.13 of the Transaction Agreement, (iv) Parent’s obligation to make payment of the Merger Consideration under the Transaction Agreement and its and Merger Sub’s obligations to otherwise comply with the terms of the Transaction Agreement and any other transaction documents subject to the terms and conditions therein and (v) certain Non-Recourse Parties’ obligations under, and pursuant to the terms of, the Servicer or Confidentiality Agreement (the Owner Trustee claims described in their respective individual capacities, clauses (i) through (v) against any of the Persons specified in clauses (i) through (v) or any of their respective partners, beneficiaries, agents, officers, directors, employees or permitted successors or assigns, collectively, the “Retained Claims”); (b) no recourse (whether under an equitable, contractual, tort, statutory or other claim or theory) under, in connection with or in any manner related to, any Transaction-Related Matter shall be personally liable forsought or had against (and, without limiting the generality of the foregoing, no liability shall attach to) any Non-Recourse Party, whether through Parent or any other Person interested in the transactions contemplated by any Transaction Document or otherwise, whether by or through theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or any other attempt to avoid or disregard the entity form of any Non-Recourse Party, by or through a claim by or on behalf of the Guaranteed Party or any of its Affiliates, Parent or any other Person against any Non-Recourse Party, by the enforcement of any assessment, by any legal or equitable proceeding, by virtue of any applicable Law, or otherwise, except, in each case, for Retained Claims; and (c) neither the Guaranteed Party nor any of its Affiliates has relied on any statement, representation or warranty or assurance made by, or any action taken by, any Person in connection with or in any manner related to a Transaction-Related Matter, other than those made by (i) the Guarantor in this Limited Guarantee and the Equity Commitment Letter, (ii) Parent in the Transaction Documents and (iii) the Other Investors in the Other Investors Equity Commitment Letters and the Other Investors Limited Guarantees. The Retained Claims shall recourse be had the sole and exclusive remedy (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) of the Guaranteed Party, all of its controlled Affiliates and any Person purporting to claim by or through any of them foror for the benefit of any of them against any or all of the Non-Recourse Parties, in respect of any claims, liabilities or obligations arising in any way under, in connection with or in any manner related to any Transaction-Related Matter. To the fullest extent permitted by Law, the distribution Guaranteed Party, on behalf of itself and its controlled Affiliates, hereby releases, remises and forever discharges all claims (other than Retained Claims) that the Guaranteed Party, any amount of its security holders or any of its Affiliates has had, now has or might in the future have against any Non-Recourse Party arising in any way under, in connection with or in any manner related to any Transaction-Related Matter. The Guaranteed Party hereby covenants and agrees that, other than with respect to the Certificates or the Trust’s performance of, or omission to perform, any obligations or indemnifications contained in the Certificates, this Agreement or the other Basic Documents, it being expressly understood that such Certificateholder obligations have been made solely by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the CertificatesRetained Claims, it shall have no not, and it shall cause its controlled Affiliates not to, institute any proceeding or bring any claim in any way under, in connection with or in any manner related to any Transaction-Related Matter (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) against any of Non-Recourse Party. Other than the foregoing Persons for any deficiencyNon-Recourse Parties, loss or claim therefrom. In the event that any of the foregoing covenants of each Certificateholder and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a result, a Certificateholder or Certificate Owner is deemed to have an interest in any assets of the Depositor or any Affiliate of the Depositor no Person other than the TrustGuarantor and the Guaranteed Party shall have any rights or remedies under, each Certificateholder and Certificate Owner agrees that (i) its claim against in connection with or in any such other assets shall be, and hereby is, subject and subordinate in all respects manner related to this Limited Guarantee or the rights of other Persons to whom rights in the other assets have been expressly granted, including to the payment in full of all amounts owing to such entitled Persons, and (ii) the covenant set forth in the preceding clause (i) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy Codetransactions contemplated hereby.

No Recourse. Each To the extent permitted by Applicable Law, each Certificateholder or Certificate Owner by accepting a Trust Certificate (or any interest therein) acknowledges that such PersonCertificateholder’s Certificate (or interest therein) represents Trust Certificates represent beneficial interests in the Trust only and does do not represent interests in or obligations of the Trust Depositor, the Servicer, the AdministratorSeller, the Owner Trustee, the Indenture Trustee Trust Company, the Trustee, Certificate Registrar or any Affiliate thereof and no recourse, either directly or indirectly, recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Trust Agreement, the Trust Certificates or the other Basic Transaction Documents. Except as expressly provided in the Basic Documents, none of the Depositor, the Servicer or the Owner Trustee in their respective individual capacities, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates or the Trust’s performance of, or omission to perform, any obligations or indemnifications contained in the Certificates, this Agreement or the other Basic Documents, it being expressly understood that such Certificateholder obligations have been made solely by the Trust. Each Certificateholder by the acceptance of accepting a Trust Certificate (or i) acknowledges that such Trust Certificate represents a beneficial interest therein) agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Certificates, it shall have no claim against any of the foregoing Persons for any deficiency, loss or claim therefrom. In the event that any of the foregoing covenants of each Certificateholder Trust only and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a result, a Certificateholder or Certificate Owner is deemed to have does not represent an interest in any assets or an obligation of the Depositor Trust Depositor, the Servicer, the Seller, the Owner Trustee, the Trustee, or any Affiliate of the Depositor other than the Trustforegoing, each Certificateholder and Certificate Owner agrees that (i) its claim no recourse may be had against any such other assets shall beparty or their assets, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights except as may be expressly set forth or contemplated in the other assets have been expressly granted, including to the payment in full of all amounts owing to such entitled Persons, Transaction Documents and (ii) enters into the covenant undertakings and agreements provided for such Certificateholder set forth in Section 13.09 of the preceding clause (i) constitutes a “subordination agreement” within Sale and Servicing Agreement. The right to distributions of the meaning ofassets of the Trust or the proceeds thereof arising under this Agreement or the Trust Certificates shall be payable solely in accordance with the priority set forth in Section 7.05 of the Sale and Servicing Agreement until the final discharge of the Indenture, and subject to, no Certificateholder shall have any recourse against the Trust except in accordance therewith. The provisions of this Section 510(a) 11.09 shall survive any termination of the Bankruptcy Codethis Agreement.

No Recourse. (a) Each Certificateholder or Certificate Owner by accepting a Trust Certificate (or any interest therein) acknowledges that such Person’s Trust Certificate (or represents a beneficial interest therein) represents beneficial interests in the Trust only and does not represent interests an interest in or obligations an obligation of the Depositor, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Trust Certificates or the other Basic Documents. Except as expressly provided . (b) In furtherance of and not in the Basic Documents, none derogation of the Depositorforegoing, the Servicer or the Owner Trustee in their respective individual capacities, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates or extent the Trust’s performance ofDepositor enters into other securitization transactions, or omission to performeach Certificateholder, any obligations or indemnifications contained in the Certificatesby accepting a Trust Certificate, this Agreement or the other Basic Documents, it being expressly understood that such Certificateholder obligations have been made solely by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) acknowledges and agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Certificates, it shall have no claim against right, title or interest in or to any assets or interests therein of the foregoing Depositor (other than the Trust Estate and Reserve Account relating to this transaction) conveyed or purported to be conveyed by the Depositor to another securitization trust or other Person or Persons for any deficiencyin connection therewith (whether by way of a sale, loss capital contribution or claim therefrom. In the event that any by virtue of the foregoing covenants granting of each Certificateholder a lien) (“Other Assets”). To the extent that, notwithstanding the agreements and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a resultprovisions contained herein, a Certificateholder either (i) asserts an interest or Certificate Owner claim to, or benefit from, Other Assets, whether asserted against or through the Depositor or any other Person owned by the Depositor, or (ii) is deemed to have an interest any such interest, claim 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 Federal Bankruptcy Code or any assets of successor provision having similar effect under the Bankruptcy Code), and whether deemed asserted against or through the Depositor or any Affiliate of other Person owned by the Depositor other than the TrustDepositor, then each Certificateholder Certificateholder, by accepting a Trust Certificate, further acknowledges and Certificate Owner agrees that (i) its claim against any such other assets interest, claim or benefit in or from Other Assets is and shall be, and hereby is, subject and subordinate in all respects be expressly subordinated to the rights of other Persons to whom rights in the other assets have been expressly granted, including to the indefeasible payment in full of all amounts owing obligations and liabilities of the Depositor which, under the terms of the relevant documents relating to the securitization of such Other Assets, are entitled Personsto 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 priority of distribution or application under applicable law, including insolvency laws, and (ii) whether asserted against Depositor or any other Person owned by the covenant set forth in Depositor), including the preceding clause (i) constitutes payment of post-petition interest on such other obligations and liabilities. This subordination agreement shall be deemed a “subordination agreement” agreement within the meaning of, and subject to, of Section 510(a) of the Bankruptcy Code.. Each Certificateholder, by acceptance of a Trust Certificate, further acknowledges and agrees that no adequate remedy at law exists for a breach of this paragraph and the terms of this paragraph may be enforced by an action for specific performance. The provisions of this paragraph shall be for the third party benefit of those entitled to rely thereon and shall survive the termination of this Agreement. 39 (2021-B Amended and Restated Trust Agreement)

No Recourse. Each Certificateholder or Certificate Owner by accepting a Certificate (or any interest thereina) acknowledges that such Person’s Certificate (or interest therein) represents beneficial interests in The Notes represent obligations of the Trust Issuer only and does do not represent interests an interest in or obligations of the DepositorTitling Trust, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee Transferor or any Affiliate thereof of their respective Affiliates, and no recourse, either directly or indirectly, recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Certificates or Indenture and the other 2019-B Basic Documents. Except as expressly provided in Each Noteholder, by acceptance of a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the Basic Documents, none obligations of the DepositorIssuer, the Servicer Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith against (i) the Indenture Trustee or the Owner Trustee in their respective its individual capacitiescapacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in its individual capacity or any holder of their respective partnersa beneficial interest in the Issuer, beneficiariesthe Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, agentsexcept as any such Person may have expressly agreed and except that any such partner, officers, directors, employees owner or successors or assigns, beneficiary shall be personally liable forfully liable, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or the Trust’s performance of, failure to pay any installment or omission call owing to perform, any obligations or indemnifications contained in the Certificates, this Agreement or the other Basic Documents, it being such entity. (b) It is expressly understood that such Certificateholder obligations have been made solely and agreed by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Certificates, it shall have no claim against any of the foregoing Persons for any deficiency, loss or claim therefrom. In the event that any of the foregoing covenants of each Certificateholder and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a result, a Certificateholder or Certificate Owner is deemed to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the Trust, each Certificateholder and Certificate Owner agrees parties hereto that (i) its claim against any such other assets shall bethis Indenture is executed and delivered by the Owner Trustee, and hereby isnot individually or personally but solely as Owner Trustee, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly grantedexercise of the powers and authority conferred and vested in it, including to the payment in full of all amounts owing to such entitled Persons, and (ii) the covenant set forth in the preceding clause (i) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) each of the Bankruptcy Code.representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by the Owner Trustee but is made and intended for the purpose of binding only the Issuer, (iii) nothing herein contained shall be construed as creating any liability on the Owner Trustee, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto (iv) the Owner Trustee has not verified and has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer hereunder and (v) under no circumstances shall the Owner Trustee be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Indenture or any other related documents

No Recourse. Each Certificateholder (a) Notwithstanding anything that may be expressed or Certificate Owner by accepting a Certificate (implied in this Agreement or any interest therein) acknowledges that such Person’s Certificate document, agreement, or instrument delivered contemporaneously herewith, in no event shall any Financing Party have any liability or obligation to, or be subject to any action, suit, proceeding or claim from the Company, its affiliates, or it or its affiliates’ respective former, current or future general or limited partners, stockholders, managers, members, controlling persons, agents or Representatives (or interest therein) represents beneficial interests in the Trust only and does not represent interests in or obligations of the Depositorcollectively, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, may be had against such parties or their assets, except as may be expressly set forth or contemplated “Company Parties”) in this Agreement, the Certificates or the other Basic Documents. Except as expressly provided in the Basic Documents, none of the Depositor, the Servicer or the Owner Trustee in their respective individual capacities, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the distribution of any amount connection with respect to the Certificates or the Trust’s performance of, or omission to perform, any obligations or indemnifications contained in the Certificates, this Agreement or the transactions contemplated hereby, including any Financing, whether at law or equity, in contract, in tort or otherwise, and none of Company Parties will have any rights or claims against any Financing Party (solely in its capacity as a Financing Party) under this Agreement or any other Basic Documentsagreement contemplated by, it being expressly understood that such Certificateholder obligations have been made solely or entered into in connection with the transactions contemplated by, this Agreement, including any commitments by the Trust. Each Certificateholder Financing Sources in respect of financing the transactions contemplated by this Agreement. (b) Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered in connection herewith (other than any letter of transmittal, the Voting and Support Agreement, the Shareholder Agreement, the Registration Rights Agreement and a certain letter agreement between New Omaha Holdings L.P. and the Stockholder, on the one hand, and Parent, on the other hand, dated as of the date hereof), by its acceptance of the benefits of this Agreement: (i) Parent and Merger Sub each covenants, agrees and acknowledges that no persons other than the Company have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that, no persons other than the Company have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that, notwithstanding that the Stockholder and its affiliates or their respective managing members or general partners may be partnerships or limited liability companies, neither Parent nor Merger Sub has any right of recovery under this Agreement, or any claim based on such liabilities, obligations, commitments against, and no personal liability shall attach to, any Non-Recourse Party of the Company, through the Company or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of the Company against any Non-Recourse Party of the Company, by the acceptance of a Certificate (or beneficial interest therein) agrees that except as expressly provided in the Basic Documents, in the event of nonpayment enforcement of any amounts assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or Law, or otherwise; and (ii) The Company covenants, agrees and acknowledges that no persons other than Parent and Merger Sub have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that, no persons other than Parent and Merger Sub have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that, the Company does not have any right of recovery under this Agreement, or any claim based on such liabilities, obligations, commitments against, and no personal liability shall attach to, any Non-Recourse Party of Parent or Merger Sub, through Parent or Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent or Merger Sub against any Non-Recourse Party of Parent or Merger Sub, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or Law, or otherwise. (c) For purposes of this Agreement, a “Non-Recourse Party”, with respect to the Certificatesany party, it shall have no claim against means (i) any former, current or future equity holders, controlling persons, directors, officers, employees, agents, affiliates, members, managers or general or limited partners of any of such person, or (ii) any former, current or future stockholder, controlling person, director, officer, employee, general or limited partner, member, manager, affiliate or agent of any of the foregoing Persons for any deficiency, loss or claim therefrom. In the event that any of the foregoing covenants of each Certificateholder and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a result, a Certificateholder or Certificate Owner is deemed to have an interest persons specified in any assets of the Depositor or any Affiliate of the Depositor other than the Trust, each Certificateholder and Certificate Owner agrees that (i) its claim against any such other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted, including to the payment in full of all amounts owing to such entitled Persons, and (ii) the covenant set forth in the preceding clause (i) constitutes ), as applicable; provided that a “subordination agreement” within the meaning of, and subject to, Section 510(a) Non-Recourse Party of the Bankruptcy Codeany party shall not include such party itself.

No Recourse. (a) Each Certificateholder or Certificate Owner by accepting a Trust Certificate (or any interest therein) acknowledges that such Person’s Trust Certificate (or represents a beneficial interest therein) represents beneficial interests in the Trust only and does not represent interests an interest in or obligations an obligation of the Depositor, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Trust Certificates or the other Basic Documents. Except as expressly provided . (b) In furtherance of and not in the Basic Documents, none derogation of the Depositorforegoing, the Servicer or the Owner Trustee in their respective individual capacities, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates or extent the Trust’s performance ofDepositor enters into other securitization transactions, or omission to performeach Certificateholder, any obligations or indemnifications contained in the Certificatesby accepting a Trust Certificate, this Agreement or the other Basic Documents, it being expressly understood that such Certificateholder obligations have been made solely by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) acknowledges and agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Certificates, it shall have no claim against right, title or interest in or to any assets or interests therein of the foregoing Depositor (other than the Trust Estate and Reserve Account relating to this transaction) conveyed or purported to be conveyed by the Depositor to another securitization trust or other Person or Persons for any deficiencyin connection therewith (whether by way of a sale, loss capital contribution or claim therefrom. In the event that any by virtue of the foregoing covenants granting of each Certificateholder a lien) (“Other Assets”). To the extent that, notwithstanding the agreements and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a resultprovisions contained herein, a Certificateholder either (i) asserts an interest or Certificate Owner claim to, or benefit from, Other Assets, whether asserted against or through the Depositor or any other Person owned by the Depositor, or (ii) is deemed to have an interest any such interest, claim 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 Federal Bankruptcy Code or any assets of successor provision having similar effect under the Bankruptcy Code), and whether deemed asserted against or through the Depositor or any Affiliate of other Person owned by the Depositor other than the TrustDepositor, then each Certificateholder Certificateholder, by accepting a Trust Certificate, further acknowledges and Certificate Owner agrees that (i) its claim against any such other assets interest, claim or benefit in or from Other Assets is and shall be, and hereby is, subject and subordinate in all respects be expressly subordinated to the rights of other Persons to whom rights in the other assets have been expressly granted, including to the indefeasible payment in full of all amounts owing obligations and liabilities of the Depositor which, under the terms of the relevant documents relating to the securitization of such Other Assets, are entitled Personsto 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 priority of distribution or application under applicable law, including insolvency laws, and (ii) whether asserted against Depositor or any other Person owned by the covenant set forth in Depositor), including the preceding clause (i) constitutes payment of post-petition interest on such other obligations and liabilities. This subordination agreement shall be deemed a “subordination agreement” agreement within the meaning of, and subject to, of Section 510(a) of the Bankruptcy Code.. Each Certificateholder, by acceptance of a Trust Certificate, further acknowledges and agrees that no adequate remedy at law exists for a breach of this paragraph and the terms of this paragraph may be enforced by an action for specific performance. The provisions of this paragraph shall be for the third party benefit of those entitled to rely thereon and shall survive the termination of this Agreement. 39 (2020-B Amended and Restated Trust Agreement)

No Recourse. Each Certificateholder or Certificate Owner by accepting a Certificate (or any interest thereina) acknowledges that such Person’s Certificate (or interest therein) represents beneficial interests in The Notes represent obligations of the Trust Issuer only and does do not represent interests an interest in or obligations of the DepositorTitling Trust, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee Transferor or any Affiliate thereof of their respective Affiliates, and no recourse, either directly or indirectly, recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Certificates or Indenture and the other 2024-A Basic Documents. Except as expressly provided in Each Noteholder, by acceptance of a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the Basic Documents, none obligations of the DepositorIssuer, the Servicer Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith against (i) the Indenture Trustee or the Owner Trustee in their respective its individual capacitiescapacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in its individual capacity or any holder of their respective partnersa beneficial interest in the Issuer, beneficiariesthe Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, agentsexcept as any such Person may have expressly agreed and except that any such partner, officers, directors, employees owner or successors or assigns, beneficiary shall be personally liable forfully liable, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates extent provided by Applicable Law, for any unpaid consideration for stock, unpaid capital contribution or the Trust’s performance of, failure to pay any installment or omission call owing to perform, any obligations or indemnifications contained in the Certificates, this Agreement or the other Basic Documents, it being such entity. (b) It is expressly understood that such Certificateholder obligations have been made solely and agreed by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Certificates, it shall have no claim against any of the foregoing Persons for any deficiency, loss or claim therefrom. In the event that any of the foregoing covenants of each Certificateholder and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a result, a Certificateholder or Certificate Owner is deemed to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the Trust, each Certificateholder and Certificate Owner agrees parties hereto that (i) its claim against any such other assets shall bethis Indenture is executed and delivered by the Owner Trustee, and hereby isnot individually or personally but solely as Owner Trustee, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly grantedexercise of the powers and authority conferred and vested in it, including to the payment in full of all amounts owing to such entitled Persons, and (ii) the covenant set forth in the preceding clause (i) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) each of the Bankruptcy Code.representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by the Owner Trustee but is made and intended for the purpose of binding only the Issuer, (iii) nothing herein contained shall be construed as creating any liability on the Owner Trustee, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto (iv) the Owner Trustee has not verified and has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer hereunder and (v) under no circumstances shall the Owner Trustee be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Indenture or any other related documents

No Recourse. Each Certificateholder or Certificate Owner by accepting a Certificate (or any interest thereina) acknowledges that such Person’s Certificate (or interest therein) represents beneficial interests in The Notes represent obligations of the Trust Issuer only and does do not represent interests an interest in or obligations of the DepositorTitling Trust, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee Transferor or any Affiliate thereof of their respective Affiliates, and no recourse, either directly or indirectly, recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Certificates or Indenture and the other 2018-A Basic Documents. Except as expressly provided in Each Noteholder, by acceptance of a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the Basic Documents, none obligations of the DepositorIssuer, the Servicer Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith against (i) the Indenture Trustee or the Owner Trustee in their respective its individual capacitiescapacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in its individual capacity or any holder of their respective partnersa beneficial interest in the Issuer, beneficiariesthe Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, agentsexcept as any such Person may have expressly agreed and except that any such partner, officers, directors, employees owner or successors or assigns, beneficiary shall be personally liable forfully liable, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or the Trust’s performance of, failure to pay any installment or omission call owing to perform, any obligations or indemnifications contained in the Certificates, this Agreement or the other Basic Documents, it being such entity. (b) It is expressly understood that such Certificateholder obligations have been made solely and agreed by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Certificates, it shall have no claim against any of the foregoing Persons for any deficiency, loss or claim therefrom. In the event that any of the foregoing covenants of each Certificateholder and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a result, a Certificateholder or Certificate Owner is deemed to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the Trust, each Certificateholder and Certificate Owner agrees parties hereto that (i) its claim against any such other assets shall bethis Indenture is executed and delivered by the Owner Trustee, and hereby isnot individually or personally but solely as Owner Trustee, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly grantedexercise of the powers and authority conferred and vested in it, including to the payment in full of all amounts owing to such entitled Persons, and (ii) the covenant set forth in the preceding clause (i) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) each of the Bankruptcy Code.representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by the Owner Trustee but is made and intended for the purpose of binding only the Issuer, (iii) nothing herein contained shall be construed as creating any liability on the Owner Trustee, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto (iv) the Owner Trustee has not verified and has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer hereunder and (v) under no circumstances shall the Owner Trustee be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Indenture or any other related documents

No Recourse. (a) Each Certificateholder or Certificate Owner by accepting a Trust Certificate (or any interest therein) acknowledges that such Person’s Trust Certificate (or represents a beneficial interest therein) represents beneficial interests in the Trust only and does not represent interests an interest in or obligations an obligation of the Depositor, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Trust Certificates or the other Basic Documents. Except as expressly provided 38 (2024-A Amended and Restated Trust Agreement) (b) In furtherance of and not in the Basic Documents, none derogation of the Depositorforegoing, the Servicer or the Owner Trustee in their respective individual capacities, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates or extent the Trust’s performance ofDepositor enters into other securitization transactions, or omission to performeach Certificateholder, any obligations or indemnifications contained in the Certificatesby accepting a Trust Certificate, this Agreement or the other Basic Documents, it being expressly understood that such Certificateholder obligations have been made solely by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) acknowledges and agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Certificates, it shall have no claim against right, title or interest in or to any assets or interests therein of the foregoing Depositor (other than the Trust Estate and Reserve Account relating to this transaction) conveyed or purported to be conveyed by the Depositor to another securitization trust or other Person or Persons for any deficiencyin connection therewith (whether by way of a sale, loss capital contribution or claim therefrom. In the event that any by virtue of the foregoing covenants granting of each Certificateholder a lien) (“Other Assets”). To the extent that, notwithstanding the agreements and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a resultprovisions contained herein, a Certificateholder either (i) asserts an interest or Certificate Owner claim to, or benefit from, Other Assets, whether asserted against or through the Depositor or any other Person owned by the Depositor, or (ii) is deemed to have an interest any such interest, claim 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 Federal Bankruptcy Code or any assets of successor provision having similar effect under the Bankruptcy Code), and whether deemed asserted against or through the Depositor or any Affiliate of other Person owned by the Depositor other than the TrustDepositor, then each Certificateholder Certificateholder, by accepting a Trust Certificate, further acknowledges and Certificate Owner agrees that (i) its claim against any such other assets interest, claim or benefit in or from Other Assets is and shall be, and hereby is, subject and subordinate in all respects be expressly subordinated to the rights of other Persons to whom rights in the other assets have been expressly granted, including to the indefeasible payment in full of all amounts owing obligations and liabilities of the Depositor which, under the terms of the relevant documents relating to the securitization of such Other Assets, are entitled Personsto 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 priority of distribution or application under applicable law, including insolvency laws, and (ii) whether asserted against Depositor or any other Person owned by the covenant set forth in Depositor), including the preceding clause (i) constitutes payment of post-petition interest on such other obligations and liabilities. This subordination agreement shall be deemed a “subordination agreement” agreement within the meaning of, and subject to, of Section 510(a) of the Bankruptcy Code. Each Certificateholder, by acceptance of a Trust Certificate, further acknowledges and agrees that no adequate remedy at law exists for a breach of this paragraph and the terms of this paragraph may be enforced by an action for specific performance. The provisions of this paragraph shall be for the third party benefit of those entitled to rely thereon and shall survive the termination of this Agreement.

No Recourse. Each Certificateholder or Certificate Owner by accepting a Certificate (or any interest thereina) acknowledges that such Person’s Certificate (or interest therein) represents beneficial interests in The Notes represent obligations of the Trust Issuer only and does do not represent interests an interest in or obligations of the DepositorTitling Trust, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee Transferor or any Affiliate thereof of their respective Affiliates, and no recourse, either directly or indirectly, recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Certificates or Indenture and the other 2017-A Basic Documents. Except as expressly provided in Each Noteholder, by acceptance of a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the Basic Documents, none obligations of the DepositorIssuer, the Servicer Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith against (i) the Indenture Trustee or the Owner Trustee in their respective its individual capacitiescapacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in its individual capacity or any holder of their respective partnersa beneficial interest in the Issuer, beneficiariesthe Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, agentsexcept as any such Person may have expressly agreed and except that any such partner, officers, directors, employees owner or successors or assigns, beneficiary shall be personally liable forfully liable, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or the Trust’s performance of, failure to pay any installment or omission call owing to perform, any obligations or indemnifications contained in the Certificates, this Agreement or the other Basic Documents, it being such entity. (b) It is expressly understood that such Certificateholder obligations have been made solely and agreed by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Certificates, it shall have no claim against any of the foregoing Persons for any deficiency, loss or claim therefrom. In the event that any of the foregoing covenants of each Certificateholder and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a result, a Certificateholder or Certificate Owner is deemed to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the Trust, each Certificateholder and Certificate Owner agrees parties hereto that (i) its claim against any such other assets shall bethis Indenture is executed and delivered by the Owner Trustee, and hereby isnot individually or personally but solely as Owner Trustee, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly grantedexercise of the powers and authority conferred and vested in it, including to the payment in full of all amounts owing to such entitled Persons, and (ii) the covenant set forth in the preceding clause (i) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) each of the Bankruptcy Code.representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by the Owner Trustee but is made and intended for the purpose of binding only the Issuer, (iii) nothing herein contained shall be construed as creating any liability on the Owner Trustee, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto (iv) the Owner Trustee has not verified and has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer hereunder and (v) under no circumstances shall the Owner Trustee be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Indenture or any other related documents

No Recourse. Each Certificateholder or Certificate Owner by accepting an interest in a Certificate (or any interest therein) acknowledges that such Person’s Certificate (or interest therein) represents Certificates represent beneficial interests in the Trust Issuer only and does do not represent interests in or obligations of the Depositor, the ServicerNMAC (in any capacity), the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Certificates or the other Basic Documents. Except as expressly provided 33 (NAROT 2019-C Amended & Restated Trust Agreement) (a) In furtherance of and not in the Basic Documents, none derogation of the Depositorforegoing, the Servicer or the Owner Trustee in their respective individual capacities, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates or extent the Trust’s performance ofDepositor enters into other securitization transactions, or omission to performeach Certificateholder, any obligations or indemnifications contained in the Certificatesby accepting a Certificate, this Agreement or the other Basic Documents, it being expressly understood that such Certificateholder obligations have been made solely by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) acknowledges and agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Certificates, it shall have no claim against right, title or interest in or to any assets or interests therein of the foregoing Depositor conveyed or purported to be conveyed by the Depositor to another securitization trust or other Person or Persons for any deficiencyin connection therewith (whether by way of a sale, loss capital contribution or claim therefrom. In the event that any by virtue of the foregoing covenants granting of each Certificateholder a lien). To the extent that, notwithstanding the agreements and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a resultprovisions contained herein, a Certificateholder either (i) asserts an interest or Certificate Owner claim to, or benefit from, Other Assets, whether asserted against or through the Depositor or any other Person owned by the Depositor, or (ii) is deemed to have an interest any such interest, claim 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 Federal Bankruptcy Code or any assets of successor provision having similar effect under the Bankruptcy Code), and whether deemed asserted against or through the Depositor or any Affiliate of other Person owned by the Depositor other than the TrustDepositor, then each Certificateholder Certificateholder, by accepting a Certificate, further acknowledges and Certificate Owner agrees that (i) its claim against any such other assets interest, claim or benefit in or from Other Assets is and shall be, and hereby is, subject and subordinate in all respects be expressly subordinated to the rights of other Persons to whom rights in the other assets have been expressly granted, including to the indefeasible payment in full of all amounts owing obligations and liabilities of the Depositor which, under the terms of the relevant documents relating to the securitization of such Other Assets, are entitled Personsto 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 priority of distribution or application under applicable law, including insolvency laws, and (ii) whether asserted against Depositor or any other Person owned by the covenant set forth in Depositor), including the preceding clause (i) constitutes payment of post-petition interest on such other obligations and liabilities. This subordination agreement shall be deemed a “subordination agreement” agreement within the meaning of, and subject to, of Section 510(a) of the Bankruptcy Code. Each Certificateholder, by acceptance of a Certificate, further acknowledges and agrees that no adequate remedy at law exists for a breach of this paragraph and the terms of this paragraph may be enforced by an action for specific performance. The provisions of this paragraph shall be for the third party benefit of those entitled to rely thereon and shall survive the termination of this Agreement.

No Recourse. Each The Grantor Trust Certificateholder or Certificate Owner by accepting a Grantor Trust Certificate (or any interest therein) acknowledges that such Person’s Grantor Trust Certificate (or represents the entire undivided beneficial interest therein) represents beneficial interests in the Grantor Trust only and does not represent interests in or obligations of the DepositorGrantor, the Servicer, the Administrator, the Owner Grantor Trust Trustee, the Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Certificates Grantor Trust Certificate or the other Basic Documents. Except as expressly provided in the Basic DocumentsDocuments to which such parties are a party, none of the DepositorGrantor, the Servicer or the Owner Grantor Trust Trustee in their respective individual capacities, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates Grantor Trust Certificate or the Trust’s performance of, or omission to perform, any obligations or indemnifications contained in the CertificatesGrantor Trust Certificate, this Agreement or the other Basic Documents, it being expressly understood that such the Grantor Trust Certificateholder obligations have been made solely by the Grantor Trust. Each Grantor Trust Certificateholder by the acceptance of a Grantor Trust Certificate (or beneficial interest therein) agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the CertificatesGrantor Trust Certificate, it shall have no claim against any of the foregoing Persons for any deficiency, loss or claim therefrom. In the event that any of the foregoing covenants of each the Grantor Trust Certificateholder and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such the Grantor Trust Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a result, a the Grantor Trust Certificateholder or Certificate Owner is deemed to have an interest in any assets of the Depositor Grantor or any Affiliate of the Depositor Grantor other than the Trustbeneficial interest in the Grantor Trust (“other assets”), each the Grantor Trust Certificateholder acknowledges and Certificate Owner agrees that (i) such Grantor Trust Certificateholder’s Grantor Trust Certificate represents an undivided beneficial interest in the assets of the Grantor Trust and the Grantor Trust Collateral only, (ii) its claim against any such other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly grantedgranted (“entitled persons”), including to the payment in full of all amounts owing to such entitled Persons, and (iiiii) the covenant set forth in the preceding clause (iii) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy Code.

No Recourse. (a) Each Certificateholder or Certificate Owner by accepting a Trust Certificate (or any interest therein) acknowledges that such Person’s Trust Certificate (or represents a beneficial interest therein) represents beneficial interests in the Trust only and does not represent interests an interest in or obligations an obligation of the Depositor, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Trust Certificates or the other Basic Documents. Except as expressly provided . (b) In furtherance of and not in the Basic Documents, none derogation of the Depositorforegoing, the Servicer or the Owner Trustee in their respective individual capacities, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates or extent the Trust’s performance ofDepositor enters into other securitization transactions, or omission to performeach Certificateholder, any obligations or indemnifications contained in the Certificatesby accepting a Trust Certificate, this Agreement or the other Basic Documents, it being expressly understood that such Certificateholder obligations have been made solely by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) acknowledges and agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Certificates, it shall have no claim against right, title or interest in or to any assets or interests therein of the foregoing Depositor (other than the Trust Estate and Reserve Account relating to this transaction) conveyed or purported to be conveyed by the Depositor to another securitization trust or other Person or Persons for any deficiencyin connection therewith (whether by way of a sale, loss capital contribution or claim therefrom. In the event that any by virtue of the foregoing covenants granting of each Certificateholder a lien) (“Other Assets”). To the extent that, notwithstanding the agreements and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a resultprovisions contained herein, a Certificateholder either (i) asserts an interest or Certificate Owner claim to, or benefit from, Other Assets, whether asserted against or through the Depositor or any other Person owned by the Depositor, or (ii) is deemed to have an interest any such interest, claim 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 Federal Bankruptcy Code or any assets of successor provision having similar effect under the Bankruptcy Code), and whether deemed asserted against or through the Depositor or any Affiliate of other Person owned by the Depositor other than the TrustDepositor, then each Certificateholder Certificateholder, by accepting a Trust Certificate, further acknowledges and Certificate Owner agrees that (i) its claim against any such other assets interest, claim or benefit in or from Other Assets is and shall be, and hereby is, subject and subordinate in all respects be expressly subordinated to the rights of other Persons to whom rights in the other assets have been expressly granted, including to the indefeasible payment in full of all amounts owing obligations and liabilities of the Depositor which, under the terms of the relevant documents relating to the securitization of such Other Assets, are entitled Personsto 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 priority of distribution or application under applicable law, including insolvency laws, and (ii) whether asserted against Depositor or any other Person owned by the covenant set forth in Depositor), including the preceding clause (i) constitutes payment of post-petition interest on such other obligations and liabilities. This subordination agreement shall be deemed a “subordination agreement” agreement within the meaning of, and subject to, of Section 510(a) of the Bankruptcy Code.. Each Certificateholder, by acceptance of a Trust Certificate, further acknowledges and agrees that no adequate remedy at law exists for a breach of this paragraph and the terms of this paragraph may be enforced by an action for specific performance. The provisions of this paragraph shall be for the third party benefit of those entitled to rely thereon and shall survive the termination of this Agreement. 38 (2024-C Amended and Restated Trust Agreement)

No Recourse. Each Certificateholder or Certificate Owner by accepting a Certificate (or any interest thereina) acknowledges that such Person’s Certificate (or interest therein) represents beneficial interests in The Notes represent obligations of the Trust Issuer only and does do not represent interests an interest in or obligations of the DepositorTitling Trust, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee Transferor or any Affiliate thereof of their respective Affiliates, and no recourse, either directly or indirectly, recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Certificates or Indenture and the other 2016-B Basic Documents. Except as expressly provided in Each Noteholder, by acceptance of a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the Basic Documents, none obligations of the DepositorIssuer, the Servicer Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith against (i) the Indenture Trustee or the Owner Trustee in their respective its individual capacitiescapacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in its individual capacity or any holder of their respective partnersa beneficial interest in the Issuer, beneficiariesthe Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, agentsexcept as any such Person may have expressly agreed and except that any such partner, officers, directors, employees owner or successors or assigns, beneficiary shall be personally liable forfully liable, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or the Trust’s performance of, failure to pay any installment or omission call owing to perform, any obligations or indemnifications contained in the Certificates, this Agreement or the other Basic Documents, it being such entity. (b) It is expressly understood that such Certificateholder obligations have been made solely and agreed by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Certificates, it shall have no claim against any of the foregoing Persons for any deficiency, loss or claim therefrom. In the event that any of the foregoing covenants of each Certificateholder and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a result, a Certificateholder or Certificate Owner is deemed to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the Trust, each Certificateholder and Certificate Owner agrees parties hereto that (i) its claim against any such other assets shall bethis Indenture is executed and delivered by the Owner Trustee, and hereby isnot individually or personally but solely as Owner Trustee, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly grantedexercise of the powers and authority conferred and vested in it, including to the payment in full of all amounts owing to such entitled Persons, and (ii) the covenant set forth in the preceding clause (i) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) each of the Bankruptcy Code.representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by the Owner Trustee but is made and intended for the purpose of binding only the Issuer, (iii) nothing herein contained shall be construed as creating any liability on the Owner Trustee, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto (iv) the Owner Trustee has not verified and has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer hereunder and (v) under no circumstances shall the Owner Trustee be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Indenture or any other related documents

No Recourse. Each Certificateholder or Certificate Owner by accepting 42.1 The Lessor's obligations hereunder are intended to be the obligations of a Certificate (limited partnership and of the corporation which is the general partner thereof only and no recourse for the payment of any amount due under this Lease or any interest therein) acknowledges that such Person’s Certificate (other Operative Document or interest therein) represents beneficial interests for any claim based thereon or otherwise in the Trust only and does not represent interests in or obligations of the Depositorrespect thereof, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, may shall be had against any limited partner of the Lessor or any incorporator, shareholder, officer, director or Affiliate, as such, past, present or future of such parties corporate general partner or their assetsof any corporate limited partner or of any successor corporation to such corporate general partner or any corporate limited partner of the Lessor, except or against any direct or indirect parent corporation of such corporate general partner or of any limited partner of the Lessor or any other subsidiary or Affiliate of any such direct or indirect parent corporation or any incorporator, shareholder, officer or director, as may be expressly set forth such, past, present or contemplated future, of any such parent or other subsidiary or Affiliate, it being understood that the Lessor is a limited partnership formed for the purpose of the transactions involved in and relating to this Lease and the Operative Documents on the express understanding aforesaid. Nothing contained in this Agreementparagraph (a) of Section 30 shall be construed to limit the exercise or enforcement, in accordance with the Certificates terms of this Lease and the Operative Documents and any other documents referred to herein, of rights and remedies against the limited partnership or the other Basic Documents. Except as expressly provided in the Basic Documents, none corporate general partner of the Depositor, the Servicer Lessor or the Owner Trustee in their respective individual capacitiesassets of the limited partnership or the corporate general partner of the Lessor. 42.2 The Lessee's obligations hereunder are intended to be the obligations of a limited partnership and of the corporation which is the general partner thereof only and no recourse for any obligation of the Lessee hereunder, or for any of their respective partners, beneficiaries, agents, officers, directors, employees claim based thereon or successors or assignsotherwise in respect thereof, shall be personally liable forhad against any limited partner of the Lessee or any incorporator, nor shareholder, officer or director, or Affiliate, as such, past, present or future of such corporate general partner or limited partner or of any successor corporation to such corporate general partner or any corporate limited partner of the Lessee, or against any direct or indirect parent corporation of such corporate general partner or of any limited partner of the Lessee or any other subsidiary or Affiliate of any such direct or indirect parent corporation or any incorporator, shareholder, officer or director, as such, past, present or future, of any such parent or other subsidiary or Affiliate. Nothing contained in this paragraph (b) of Section 30 shall recourse be had construed to any limit the exercise or enforcement, in accordance with the terms of them forthis Lease, the distribution PCS Guaranty and the Operative Documents and any other documents referred to herein, of any amount with respect to rights and remedies against the Certificates corporate general partner of the Lessee or the Trust’s performance of, or omission to perform, any obligations or indemnifications contained in the Certificates, this Agreement or the other Basic Documents, it being expressly understood that such Certificateholder obligations have been made solely by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Certificates, it shall have no claim against any of the foregoing Persons for any deficiency, loss or claim therefrom. In the event that any of the foregoing covenants of each Certificateholder and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a result, a Certificateholder or Certificate Owner is deemed to have an interest in any assets of the Depositor or any Affiliate corporate general partner of the Depositor other than Lessee or against the Trust, each Certificateholder and Certificate Owner agrees that (i) its claim against any such other assets shall be, and hereby is, subject and subordinate in all respects to Guarantor under the rights of other Persons to whom rights in the other assets have been expressly granted, including to the payment in full of all amounts owing to such entitled Persons, and (ii) the covenant set forth in the preceding clause (i) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy CodePCS Guaranty.

No Recourse. Each Certificateholder or Certificate Owner by accepting a Certificate (or any interest thereina) acknowledges that such Person’s Certificate (or interest therein) represents beneficial interests in The Notes represent obligations of the Trust Issuer only and does do not represent interests an interest in or obligations of the DepositorTitling Trust, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee Transferor or any Affiliate thereof of their respective Affiliates, and no recourse, either directly or indirectly, recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Certificates or Indenture and the other 2020-A Basic Documents. Except as expressly provided in Each Noteholder, by acceptance of a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the Basic Documents, none obligations of the DepositorIssuer, the Servicer Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith against (i) the Indenture Trustee or the Owner Trustee in their respective its individual capacitiescapacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in its individual capacity or any holder of their respective partnersa beneficial interest in the Issuer, beneficiariesthe Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, agentsexcept as any such Person may have expressly agreed and except that any such partner, officers, directors, employees owner or successors or assigns, beneficiary shall be personally liable forfully liable, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or the Trust’s performance of, failure to pay any installment or omission call owing to perform, any obligations or indemnifications contained in the Certificates, this Agreement or the other Basic Documents, it being such entity. (b) It is expressly understood that such Certificateholder obligations have been made solely and agreed by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Certificates, it shall have no claim against any of the foregoing Persons for any deficiency, loss or claim therefrom. In the event that any of the foregoing covenants of each Certificateholder and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a result, a Certificateholder or Certificate Owner is deemed to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the Trust, each Certificateholder and Certificate Owner agrees parties hereto that (i) its claim against any such other assets shall bethis Indenture is executed and delivered by the Owner Trustee, and hereby isnot individually or personally but solely as Owner Trustee, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly grantedexercise of the powers and authority conferred and vested in it, including to the payment in full of all amounts owing to such entitled Persons, and (ii) the covenant set forth in the preceding clause (i) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) each of the Bankruptcy Code.representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by the Owner Trustee but is made and intended for the purpose of binding only the Issuer, (iii) nothing herein contained shall be construed as creating any liability on the Owner Trustee, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto (iv) the Owner Trustee has not verified and has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer hereunder and (v) under no circumstances shall the Owner Trustee be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Indenture or any other related documents

No Recourse. Each Certificateholder or Certificate Owner by accepting a Certificate (or any interest thereina) acknowledges that such Person’s Certificate (or interest therein) represents beneficial interests in The Notes represent obligations of the Trust Issuer only and does do not represent interests an interest in or obligations of the DepositorTitling Trust, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee Transferor or any Affiliate thereof of their respective Affiliates, and no recourse, either directly or indirectly, recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Certificates or Indenture and the other 2024-B Basic Documents. Except as expressly provided in Each Noteholder, by acceptance of a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the Basic Documents, none obligations of the DepositorIssuer, the Servicer Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith against (i) the Indenture Trustee or the Owner Trustee in their respective its individual capacitiescapacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in its individual capacity or any holder of their respective partnersa beneficial interest in the Issuer, beneficiariesthe Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, agentsexcept as any such Person may have expressly agreed and except that any such partner, officers, directors, employees owner or successors or assigns, beneficiary shall be personally liable forfully liable, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates extent provided by Applicable Law, for any unpaid consideration for stock, unpaid capital contribution or the Trust’s performance of, failure to pay any installment or omission call owing to perform, any obligations or indemnifications contained in the Certificates, this Agreement or the other Basic Documents, it being such entity. (b) It is expressly understood that such Certificateholder obligations have been made solely and agreed by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Certificates, it shall have no claim against any of the foregoing Persons for any deficiency, loss or claim therefrom. In the event that any of the foregoing covenants of each Certificateholder and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a result, a Certificateholder or Certificate Owner is deemed to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the Trust, each Certificateholder and Certificate Owner agrees parties hereto that (i) its claim against any such other assets shall bethis Indenture is executed and delivered by the Owner Trustee, and hereby isnot individually or personally but solely as Owner Trustee, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly grantedexercise of the powers and authority conferred and vested in it, including to the payment in full of all amounts owing to such entitled Persons, and (ii) the covenant set forth in the preceding clause (i) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) each of the Bankruptcy Code.representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by the Owner Trustee but is made and intended for the purpose of binding only the Issuer, (iii) nothing herein contained shall be construed as creating any liability on the Owner Trustee, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto (iv) the Owner Trustee has not verified and has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer hereunder and (v) under no circumstances shall the Owner Trustee be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Indenture or any other related documents

No Recourse. (a) Each Certificateholder or Certificate Owner by accepting a Trust Certificate (or any interest therein) acknowledges that such Person’s Trust Certificate (or represents a beneficial interest therein) represents beneficial interests in the Trust only and does not represent interests an interest in or obligations an obligation of the Depositor, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Trust Certificates or the other Basic Documents. Except as expressly provided . (b) In furtherance of and not in the Basic Documents, none derogation of the Depositorforegoing, the Servicer or the Owner Trustee in their respective individual capacities, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates or extent the Trust’s performance ofDepositor enters into other securitization transactions, or omission to performeach Certificateholder, any obligations or indemnifications contained in the Certificatesby accepting a Trust Certificate, this Agreement or the other Basic Documents, it being expressly understood that such Certificateholder obligations have been made solely by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) acknowledges and agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Certificates, it shall have no claim against right, title or interest in or to any assets or interests therein of the foregoing Depositor (other than the Trust Estate and Reserve Account relating to this transaction) conveyed or purported to be conveyed by the Depositor to another securitization trust or other Person or Persons for any deficiencyin connection therewith (whether by way of a sale, loss capital contribution or claim therefrom. In the event that any by virtue of the foregoing covenants granting of each Certificateholder a lien) (“Other Assets”). To the extent that, notwithstanding the agreements and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a resultprovisions contained herein, a Certificateholder either (i) asserts an interest or Certificate Owner claim to, or benefit from, Other Assets, whether asserted against or through the Depositor or any other Person owned by the Depositor, or (ii) is deemed to have an interest any such interest, claim 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 Federal Bankruptcy Code or any assets of successor provision having similar effect under the Bankruptcy Code), and whether deemed asserted against or through the Depositor or any Affiliate of other Person owned by the Depositor other than the TrustDepositor, then each Certificateholder Certificateholder, by accepting a Trust Certificate, further acknowledges and Certificate Owner agrees that (i) its claim against any such other assets interest, claim or benefit in or from Other Assets is and shall be, and hereby is, subject and subordinate in all respects be expressly subordinated to the rights of other Persons to whom rights in the other assets have been expressly granted, including to the indefeasible payment in full of all amounts owing obligations and liabilities of the Depositor which, under the terms of the relevant documents relating to the securitization of such Other Assets, are entitled Personsto 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 priority of distribution or application under applicable law, including insolvency laws, and (ii) whether asserted against Depositor or any other Person owned by the covenant set forth in Depositor), including the preceding clause (i) constitutes payment of post-petition interest on such other obligations and liabilities. This subordination agreement shall be deemed a “subordination agreement” agreement within the meaning of, and subject to, of Section 510(a) of the Bankruptcy Code.. Each Certificateholder, by acceptance of a Trust Certificate, further acknowledges and agrees that no adequate remedy at law exists for a breach of this paragraph and the terms of this paragraph may be enforced by an action for specific performance. The provisions of this paragraph shall be for the third party benefit of those entitled to rely thereon and shall survive the termination of this Agreement. 39 (2021-A Amended and Restated Trust Agreement)

No Recourse. Each Certificateholder or Certificate Owner by accepting a Certificate (or any interest thereina) acknowledges that such Person’s Certificate (or interest therein) represents beneficial interests in The Notes represent obligations of the Trust Issuer only and does do not represent interests an interest in or obligations of the DepositorTitling Trust, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee Transferor or any Affiliate thereof of their respective Affiliates, and no recourse, either directly or indirectly, recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Certificates or Indenture and the other 2021-A Basic Documents. Except as expressly provided in Each Noteholder, by acceptance of a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the Basic Documents, none obligations of the DepositorIssuer, the Servicer Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith against (i) the Indenture Trustee or the Owner Trustee in their respective its individual capacitiescapacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in its individual capacity or any holder of their respective partnersa beneficial interest in the Issuer, beneficiariesthe Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, agentsexcept as any such Person may have expressly agreed and except that any such partner, officers, directors, employees owner or successors or assigns, beneficiary shall be personally liable forfully liable, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or the Trust’s performance of, failure to pay any installment or omission call owing to perform, any obligations or indemnifications contained in the Certificates, this Agreement or the other Basic Documents, it being such entity. (b) It is expressly understood that such Certificateholder obligations have been made solely and agreed by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Certificates, it shall have no claim against any of the foregoing Persons for any deficiency, loss or claim therefrom. In the event that any of the foregoing covenants of each Certificateholder and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a result, a Certificateholder or Certificate Owner is deemed to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the Trust, each Certificateholder and Certificate Owner agrees parties hereto that (i) its claim against any such other assets shall bethis Indenture is executed and delivered by the Owner Trustee, and hereby isnot individually or personally but solely as Owner Trustee, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly grantedexercise of the powers and authority conferred and vested in it, including to the payment in full of all amounts owing to such entitled Persons, and (ii) the covenant set forth in the preceding clause (i) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) each of the Bankruptcy Code.representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by the Owner Trustee but is made and intended for the purpose of binding only the Issuer, (iii) nothing herein contained shall be construed as creating any liability on the Owner Trustee, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto (iv) the Owner Trustee has not verified and has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer hereunder and (v) under no circumstances shall the Owner Trustee be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Indenture or any other related documents

No Recourse. Each Certificateholder or Certificate Owner by accepting a Certificate (or any interest thereina) acknowledges that such Person’s Certificate (or interest therein) represents beneficial interests in The Notes represent obligations of the Trust Issuer only and does do not represent interests an interest in or obligations of the DepositorTitling Trust, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee Transferor or any Affiliate thereof of their respective Affiliates, and no recourse, either directly or indirectly, recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Certificates or Indenture and the other 2023-A Basic Documents. Except as expressly provided in Each Noteholder, by acceptance of a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the Basic Documents, none obligations of the DepositorIssuer, the Servicer Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith against (i) the Indenture Trustee or the Owner Trustee in their respective its individual capacitiescapacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in its individual capacity or any holder of their respective partnersa beneficial interest in the Issuer, beneficiariesthe Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, agentsexcept as any such Person may have expressly agreed and except that any such partner, officers, directors, employees owner or successors or assigns, beneficiary shall be personally liable forfully liable, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or the Trust’s performance of, failure to pay any installment or omission call owing to perform, any obligations or indemnifications contained in the Certificates, this Agreement or the other Basic Documents, it being such entity. (b) It is expressly understood that such Certificateholder obligations have been made solely and agreed by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Certificates, it shall have no claim against any of the foregoing Persons for any deficiency, loss or claim therefrom. In the event that any of the foregoing covenants of each Certificateholder and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a result, a Certificateholder or Certificate Owner is deemed to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the Trust, each Certificateholder and Certificate Owner agrees parties hereto that (i) its claim against any such other assets shall bethis Indenture is executed and delivered by the Owner Trustee, and hereby isnot individually or personally but solely as Owner Trustee, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly grantedexercise of the powers and authority conferred and vested in it, including to the payment in full of all amounts owing to such entitled Persons, and (ii) the covenant set forth in the preceding clause (i) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) each of the Bankruptcy Code.representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by the Owner Trustee but is made and intended for the purpose of binding only the Issuer, (iii) nothing herein contained shall be construed as creating any liability on the Owner Trustee, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto (iv) the Owner Trustee has not verified and has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer hereunder and (v) under no circumstances shall the Owner Trustee be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Indenture or any other related documents

No Recourse. Each Certificateholder or Certificate Owner by accepting an interest in a Certificate (or any interest therein) acknowledges that such Person’s Certificate (or interest therein) represents Certificates represent beneficial interests in the Trust Issuer only and does do not represent interests in or obligations of the Depositor, the ServicerNMAC (in any capacity), the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Certificates or the other Basic Documents. Except as expressly provided . (a) In furtherance of and not in the Basic Documents, none derogation of the Depositorforegoing, the Servicer or the Owner Trustee in their respective individual capacities, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates or extent the Trust’s performance ofDepositor enters into other securitization transactions, or omission to performeach Certificateholder, any obligations or indemnifications contained in the Certificatesby accepting a Certificate, this Agreement or the other Basic Documents, it being expressly understood that such Certificateholder obligations have been made solely by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) acknowledges and agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Certificates, it shall have no claim against right, title or interest in or to any assets or interests therein of the foregoing Depositor conveyed or purported to be conveyed by the Depositor to another securitization trust or other Person or Persons for any deficiencyin connection therewith (whether by way of a sale, loss capital contribution or claim therefrom. In the event that any by virtue of the foregoing covenants granting of each Certificateholder a lien). To the extent that, notwithstanding the agreements and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a resultprovisions contained herein, a Certificateholder either (i) asserts an interest or Certificate Owner claim to, or benefit from, Other Assets, whether asserted against or through the Depositor or any other Person owned by the Depositor, or (ii) is deemed to have an interest any such interest, claim 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 Federal Bankruptcy Code or any assets of successor provision having similar effect under the Bankruptcy Code), and whether deemed asserted against or through the Depositor or any Affiliate of other Person owned by the Depositor other than the TrustDepositor, then each Certificateholder Certificateholder, by accepting a Certificate, further acknowledges and Certificate Owner agrees that (i) its claim against any such other assets interest, claim or benefit in or from Other Assets is and shall be, and hereby is, subject and subordinate in all respects be expressly subordinated to the rights of other Persons to whom rights in the other assets have been expressly granted, including to the indefeasible payment in full of all amounts owing obligations and liabilities of the Depositor which, under the terms of the relevant documents relating to the securitization of such Other Assets, are entitled Personsto 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 33 (NAROT 2022-B Amended & Restated Trust Agreement) entitled to priority of distribution or application under applicable law, including insolvency laws, and (ii) whether asserted against Depositor or any other Person owned by the covenant set forth in Depositor), including the preceding clause (i) constitutes payment of post-petition interest on such other obligations and liabilities. This subordination agreement shall be deemed a “subordination agreement” agreement within the meaning of, and subject to, of Section 510(a) of the Bankruptcy Code. Each Certificateholder, by acceptance of a Certificate, further acknowledges and agrees that no adequate remedy at law exists for a breach of this paragraph and the terms of this paragraph may be enforced by an action for specific performance. The provisions of this paragraph shall be for the third party benefit of those entitled to rely thereon and shall survive the termination of this Agreement.

No Recourse. (a) Each Certificateholder or Certificate Owner by accepting a Trust Certificate (or any interest therein) acknowledges that such Person’s Trust Certificate (or represents a beneficial interest therein) represents beneficial interests in the Trust only and does not represent interests an interest in or obligations an obligation of the Depositor, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Trust Certificates or the other Basic Documents. Except as expressly provided 38 (2025-B Amended and Restated Trust Agreement) (b) In furtherance of and not in the Basic Documents, none derogation of the Depositorforegoing, the Servicer or the Owner Trustee in their respective individual capacities, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates or extent the Trust’s performance ofDepositor enters into other securitization transactions, or omission to performeach Certificateholder, any obligations or indemnifications contained in the Certificatesby accepting a Trust Certificate, this Agreement or the other Basic Documents, it being expressly understood that such Certificateholder obligations have been made solely by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) acknowledges and agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Certificates, it shall have no claim against right, title or interest in or to any assets or interests therein of the foregoing Depositor (other than the Trust Estate and Reserve Account relating to this transaction) conveyed or purported to be conveyed by the Depositor to another securitization trust or other Person or Persons for any deficiencyin connection therewith (whether by way of a sale, loss capital contribution or claim therefrom. In the event that any by virtue of the foregoing covenants granting of each Certificateholder a lien) (“Other Assets”). To the extent that, notwithstanding the agreements and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a resultprovisions contained herein, a Certificateholder either (i) asserts an interest or Certificate Owner claim to, or benefit from, Other Assets, whether asserted against or through the Depositor or any other Person owned by the Depositor, or (ii) is deemed to have an interest any such interest, claim 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 Federal Bankruptcy Code or any assets of successor provision having similar effect under the Bankruptcy Code), and whether deemed asserted against or through the Depositor or any Affiliate of other Person owned by the Depositor other than the TrustDepositor, then each Certificateholder Certificateholder, by accepting a Trust Certificate, further acknowledges and Certificate Owner agrees that (i) its claim against any such other assets interest, claim or benefit in or from Other Assets is and shall be, and hereby is, subject and subordinate in all respects be expressly subordinated to the rights of other Persons to whom rights in the other assets have been expressly granted, including to the indefeasible payment in full of all amounts owing obligations and liabilities of the Depositor which, under the terms of the relevant documents relating to the securitization of such Other Assets, are entitled Personsto 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 priority of distribution or application under applicable law, including insolvency laws, and (ii) whether asserted against Depositor or any other Person owned by the covenant set forth in Depositor), including the preceding clause (i) constitutes payment of post-petition interest on such other obligations and liabilities. This subordination agreement shall be deemed a “subordination agreement” agreement within the meaning of, and subject to, of Section 510(a) of the Bankruptcy Code. Each Certificateholder, by acceptance of a Trust Certificate, further acknowledges and agrees that no adequate remedy at law exists for a breach of this paragraph and the terms of this paragraph may be enforced by an action for specific performance. The provisions of this paragraph shall be for the third party benefit of those entitled to rely thereon and shall survive the termination of this Agreement.

No Recourse. Each Certificateholder or Certificate Owner by accepting a Certificate (or any interest thereina) acknowledges that such Person’s Certificate (or interest therein) represents beneficial interests in The Notes represent obligations of the Trust Issuer only and does do not represent interests an interest in or obligations of the DepositorTitling Trust, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee Transferor or any Affiliate thereof of their respective Affiliates, and no recourse, either directly or indirectly, recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Certificates or Indenture and the other 2025-A Basic Documents. Except as expressly provided in Each Noteholder, by acceptance of a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the Basic Documents, none obligations of the DepositorIssuer, the Servicer Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith against (i) the Indenture Trustee or the Owner Trustee in their respective its individual capacitiescapacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in its individual capacity or any holder of their respective partnersa beneficial interest in the Issuer, beneficiariesthe Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, agentsexcept as any such Person may have expressly agreed and except that any such partner, officers, directors, employees owner or successors or assigns, beneficiary shall be personally liable forfully liable, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates extent provided by Applicable Law, for any unpaid consideration for stock, unpaid capital contribution or the Trust’s performance of, failure to pay any installment or omission call owing to perform, any obligations or indemnifications contained in the Certificates, this Agreement or the other Basic Documents, it being such entity. (b) It is expressly understood that such Certificateholder obligations have been made solely and agreed by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Certificates, it shall have no claim against any of the foregoing Persons for any deficiency, loss or claim therefrom. In the event that any of the foregoing covenants of each Certificateholder and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a result, a Certificateholder or Certificate Owner is deemed to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the Trust, each Certificateholder and Certificate Owner agrees parties hereto that (i) its claim against any such other assets shall bethis Indenture is executed and delivered by the Owner Trustee, and hereby isnot individually or personally but solely as Owner Trustee, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly grantedexercise of the powers and authority conferred and vested in it, including to the payment in full of all amounts owing to such entitled Persons, and (ii) the covenant set forth in the preceding clause (i) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) each of the Bankruptcy Code.representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by the Owner Trustee but is made and intended for the purpose of binding only the Issuer, (iii) nothing herein contained shall be construed as creating any liability on the Owner Trustee, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto (iv) the Owner Trustee has not verified and has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer hereunder and (v) under no circumstances shall the Owner Trustee be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Indenture or any other related documents

No Recourse. (a) Each Certificateholder or Certificate Owner by accepting a Trust Certificate (or any interest therein) acknowledges that such Person’s Trust Certificate (or represents a beneficial interest therein) represents beneficial interests in the Trust only and does not represent interests an interest in or obligations an obligation of the Depositor, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Trust Certificates or the other Basic Documents. Except as expressly provided . (b) In furtherance of and not in the Basic Documents, none derogation of the Depositorforegoing, the Servicer or the Owner Trustee in their respective individual capacities, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates or extent the Trust’s performance ofDepositor enters into other securitization transactions, or omission to performeach Certificateholder, any obligations or indemnifications contained in the Certificatesby accepting a Trust Certificate, this Agreement or the other Basic Documents, it being expressly understood that such Certificateholder obligations have been made solely by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) acknowledges and agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Certificates, it shall have no claim against right, title or interest in or to any assets or interests therein of the foregoing Depositor (other than the Trust Estate and Reserve Account relating to this transaction) conveyed or purported to be conveyed by the Depositor to another securitization trust or other Person or Persons for any deficiencyin connection therewith (whether by way of a sale, loss capital contribution or claim therefrom. In the event that any by virtue of the foregoing covenants granting of each Certificateholder a lien) (“Other Assets”). To the extent that, notwithstanding the agreements and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a resultprovisions contained herein, a Certificateholder either (i) asserts an interest or Certificate Owner claim to, or benefit from, Other Assets, whether asserted against or through the Depositor or any other Person owned by the Depositor, or (ii) is deemed to have an interest any such interest, claim 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 Federal Bankruptcy Code or any assets of successor provision having similar effect under the Bankruptcy Code), and whether deemed asserted against or through the Depositor or any Affiliate of other Person owned by the Depositor other than the TrustDepositor, then each Certificateholder Certificateholder, by accepting a Trust Certificate, further acknowledges and Certificate Owner agrees that (i) its claim against any such other assets interest, claim or benefit in or from Other Assets is and shall be, and hereby is, subject and subordinate in all respects be expressly subordinated to the rights of other Persons to whom rights in the other assets have been expressly granted, including to the indefeasible payment in full of all amounts owing obligations and liabilities of the Depositor which, under the terms of the relevant documents relating to the securitization of such Other Assets, are entitled Personsto 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 priority of distribution or application under applicable law, including insolvency laws, and (ii) whether asserted against Depositor or any other Person owned by the covenant set forth in Depositor), including the preceding clause (i) constitutes payment of post-petition interest on such other obligations and liabilities. This subordination agreement shall be deemed a “subordination agreement” agreement within the meaning of, and subject to, of Section 510(a) of the Bankruptcy Code.. Each Certificateholder, by acceptance of a Trust Certificate, further acknowledges and agrees that no adequate remedy at law exists for a breach of this paragraph and the terms of this paragraph may be enforced by an action for specific performance. The provisions of this paragraph shall be for the third party benefit of those entitled to rely thereon and shall survive the termination of this Agreement. 39 (2021-C Amended and Restated Trust Agreement)

No Recourse. Each Certificateholder or Certificate Owner by accepting an interest in a Certificate (or any interest therein) acknowledges that such Person’s Certificate (or interest therein) represents Certificates represent beneficial interests in the Trust Issuer only and does do not represent interests in or obligations of the Depositor, the ServicerNMAC (in any capacity), the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Certificates or the other Basic Documents. Except as expressly provided . (a) In furtherance of and not in the Basic Documents, none derogation of the Depositorforegoing, the Servicer or the Owner Trustee in their respective individual capacities, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates or extent the Trust’s performance ofDepositor enters into other securitization transactions, or omission to performeach Certificateholder, any obligations or indemnifications contained in the Certificatesby accepting a Certificate, this Agreement or the other Basic Documents, it being expressly understood that such Certificateholder obligations have been made solely by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) acknowledges and agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Certificates, it shall have no claim against right, title or interest in or to any assets or interests therein of the foregoing Depositor conveyed or purported to be conveyed by the Depositor to another securitization trust or other Person or Persons for any deficiencyin connection therewith (whether by way of a sale, loss capital contribution or claim therefrom. In the event that any by virtue of the foregoing covenants granting of each Certificateholder a lien). To the extent that, notwithstanding the agreements and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a resultprovisions contained herein, a Certificateholder either (i) asserts an interest or Certificate Owner claim to, or benefit from, Other Assets, whether asserted against or through the Depositor or any other Person owned by the Depositor, or (ii) is deemed to have an interest any such interest, claim 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 Federal Bankruptcy Code or any assets of successor provision having similar effect under the Bankruptcy Code), 33 (NAROT 2025-A Amended & Restated Trust Agreement) and whether deemed asserted against or through the Depositor or any Affiliate of other Person owned by the Depositor other than the TrustDepositor, then each Certificateholder Certificateholder, by accepting a Certificate, further acknowledges and Certificate Owner agrees that (i) its claim against any such other assets interest, claim or benefit in or from Other Assets is and shall be, and hereby is, subject and subordinate in all respects be expressly subordinated to the rights of other Persons to whom rights in the other assets have been expressly granted, including to the indefeasible payment in full of all amounts owing obligations and liabilities of the Depositor which, under the terms of the relevant documents relating to the securitization of such Other Assets, are entitled Personsto 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 priority of distribution or application under applicable law, including insolvency laws, and (ii) whether asserted against Depositor or any other Person owned by the covenant set forth in Depositor), including the preceding clause (i) constitutes payment of post-petition interest on such other obligations and liabilities. This subordination agreement shall be deemed a “subordination agreement” agreement within the meaning of, and subject to, of Section 510(a) of the Bankruptcy Code. Each Certificateholder, by acceptance of a Certificate, further acknowledges and agrees that no adequate remedy at law exists for a breach of this paragraph and the terms of this paragraph may be enforced by an action for specific performance. The provisions of this paragraph shall be for the third party benefit of those entitled to rely thereon and shall survive the termination of this Agreement.

No Recourse. Each Certificateholder or Certificate Owner by accepting an interest in a Certificate (or any interest therein) acknowledges that such Person’s Certificate (or interest therein) represents Certificates represent beneficial interests in the Trust Issuer only and does do not represent interests in or obligations of the Depositor, the ServicerNMAC (in any capacity), the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Certificates or the other Basic Documents. Except as expressly provided . (a) In furtherance of and not in the Basic Documents, none derogation of the Depositorforegoing, the Servicer or the Owner Trustee in their respective individual capacities, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates or extent the Trust’s performance ofDepositor enters into other securitization transactions, or omission to performeach Certificateholder, any obligations or indemnifications contained in the Certificatesby accepting a Certificate, this Agreement or the other Basic Documents, it being expressly understood that such Certificateholder obligations have been made solely by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) acknowledges and agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Certificates, it shall have no claim against right, title or interest in or to any assets or interests therein of the foregoing Depositor conveyed or purported to be conveyed by the Depositor to another securitization trust or other Person or Persons for any deficiencyin connection therewith (whether by way of a sale, loss capital contribution or claim therefrom. In the event that any by virtue of the foregoing covenants granting of each Certificateholder a lien). To the extent that, notwithstanding the agreements and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a resultprovisions contained herein, a Certificateholder either (i) asserts an interest or Certificate Owner claim to, or benefit from, Other Assets, whether asserted against or through the Depositor or any other Person owned by the Depositor, or (ii) is deemed to have an interest any such interest, claim 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 33 (NAROT 2018-C Amended & Restated Trust Agreement) Section 1111(b) of the Federal Bankruptcy Code or any assets of successor provision having similar effect under the Bankruptcy Code), and whether deemed asserted against or through the Depositor or any Affiliate of other Person owned by the Depositor other than the TrustDepositor, then each Certificateholder Certificateholder, by accepting a Certificate, further acknowledges and Certificate Owner agrees that (i) its claim against any such other assets interest, claim or benefit in or from Other Assets is and shall be, and hereby is, subject and subordinate in all respects be expressly subordinated to the rights of other Persons to whom rights in the other assets have been expressly granted, including to the indefeasible payment in full of all amounts owing obligations and liabilities of the Depositor which, under the terms of the relevant documents relating to the securitization of such Other Assets, are entitled Personsto 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 priority of distribution or application under applicable law, including insolvency laws, and (ii) whether asserted against Depositor or any other Person owned by the covenant set forth in Depositor), including the preceding clause (i) constitutes payment of post-petition interest on such other obligations and liabilities. This subordination agreement shall be deemed a “subordination agreement” agreement within the meaning of, and subject to, of Section 510(a) of the Bankruptcy Code. Each Certificateholder, by acceptance of a Certificate, further acknowledges and agrees that no adequate remedy at law exists for a breach of this paragraph and the terms of this paragraph may be enforced by an action for specific performance. The provisions of this paragraph shall be for the third party benefit of those entitled to rely thereon and shall survive the termination of this Agreement.

No Recourse. Each Certificateholder or Certificate Owner by accepting an interest in a Certificate (or any interest therein) acknowledges that such Person’s Certificate (or interest therein) represents Certificates represent beneficial interests in the Trust Issuer only and does do not represent interests in or obligations of the Depositor, the ServicerNMAC (in any capacity), the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Certificates or the other Basic Documents. Except as expressly provided . (a) In furtherance of and not in the Basic Documents, none derogation of the Depositorforegoing, the Servicer or the Owner Trustee in their respective individual capacities, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates or extent the Trust’s performance ofDepositor enters into other securitization transactions, or omission to performeach Certificateholder, any obligations or indemnifications contained in the Certificatesby accepting a Certificate, this Agreement or the other Basic Documents, it being expressly understood that such Certificateholder obligations have been made solely by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) acknowledges and agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Certificates, it shall have no claim against right, title or interest in or to any assets or interests therein of the foregoing Depositor conveyed or purported to be conveyed by the Depositor to another securitization trust or other Person or Persons for any deficiencyin connection therewith (whether by way of a sale, loss capital contribution or claim therefrom. In the event that any by virtue of the foregoing covenants granting of each Certificateholder a lien). To the extent that, notwithstanding the agreements and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a resultprovisions contained herein, a Certificateholder either (i) asserts an interest or Certificate Owner claim to, or benefit from, Other Assets, whether asserted against or through the Depositor or any other Person owned by the Depositor, or (ii) is deemed to have an interest any such interest, claim 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 Federal Bankruptcy Code or any assets of successor provision having similar effect under the Bankruptcy Code), and whether deemed asserted against or through the Depositor or any Affiliate of other Person owned by the Depositor other than the TrustDepositor, then each Certificateholder Certificateholder, by accepting a Certificate, further acknowledges and Certificate Owner agrees that (i) its claim against any such other assets interest, claim or benefit in or from Other Assets is and shall be, and hereby is, subject and subordinate in all respects be expressly subordinated to the rights of other Persons to whom rights in the other assets have been expressly granted, including to the indefeasible payment in full of all amounts owing obligations and liabilities of the Depositor which, under the terms of the relevant documents relating to the securitization of such Other Assets, are entitled Personsto 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 priority of distribution or application under applicable law, including insolvency laws, and (ii) whether asserted against Depositor or any other Person owned by the covenant set forth in Depositor), including the preceding clause (i) constitutes payment of post-petition interest on such other obligations and liabilities. This subordination agreement shall be deemed a “subordination agreement” agreement within the meaning of, and subject to, of Section 510(a) of the Bankruptcy Code.. Each Certificateholder, by acceptance of a Certificate, further acknowledges and agrees that no adequate remedy at law exists for a breach of this paragraph and the terms of this paragraph may be enforced by an action for specific performance. The provisions of this paragraph shall be for the third party benefit of those entitled to rely thereon and shall survive the termination of this Agreement. 33 (Nissan 2017-B Amended & Restated Trust Agreement)

No Recourse. Each Certificateholder or Certificate Owner by accepting a Certificate (or any interest therein) acknowledges that such Person’s Certificate (or interest therein) represents beneficial interests in The Notes represent obligations of the Trust Issuer only and does do not represent interests an interest in or obligations of the Depositor, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee Depositor or any Affiliate thereof of their respective Affiliates, and no recourse, either directly or indirectly, recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Certificates or Indenture and the other Basic Documents. Except as expressly provided in the Basic DocumentsEach Noteholder or Note Owner, none by acceptance of the Depositora Note or a beneficial interest therein, the Servicer covenants and agrees that no recourse may be taken, directly or the Owner Trustee in their respective individual capacitiesindirectly, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates obligations of the Issuer or either Trustee on the Trust’s performance ofNotes or under this Indenture or any certificate or other writing delivered in connection therewith against (i) either Trustee in its individual capacity, or omission to perform, (ii) any obligations or indemnifications contained owner of a beneficial interest in the CertificatesIssuer or (iii) any partner, this Agreement owner, beneficiary, agent, officer, director or employee of either Trustee in its individual capacity or any holder of a beneficial interest in the other Basic DocumentsIssuer, it being either Trustee or of any successor or assign of either Trustee in its individual capacity, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by Applicable Law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. It is expressly understood that such Certificateholder obligations have been made solely and agreed by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Certificates, it shall have no claim against any of the foregoing Persons for any deficiency, loss or claim therefrom. In the event that any of the foregoing covenants of each Certificateholder and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a result, a Certificateholder or Certificate Owner is deemed to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the Trust, each Certificateholder and Certificate Owner agrees parties hereto that (i) its claim against any such other assets shall bethis Indenture is executed and delivered by the Owner Trustee, and hereby isnot individually or personally but solely as Owner Trustee, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly grantedexercise of the powers and authority conferred and vested in it, including to the payment in full of all amounts owing to such entitled Persons, and (ii) the covenant set forth in the preceding clause (i) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) each of the Bankruptcy Coderepresentations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by the Owner Trustee but is made and intended for the purpose of binding only the Issuer, (iii) nothing herein contained shall be construed as creating any liability on the Owner Trustee, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (iv) the Owner Trustee has not verified and has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer hereunder and (v) under no circumstances shall the Owner Trustee be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Indenture or any other related documents.

No Recourse. Each Certificateholder or Certificate Owner by accepting a Certificate (or any interest thereina) acknowledges that such Person’s Certificate (or interest therein) represents beneficial interests in The Notes represent obligations of the Trust Issuer only and does do not represent interests an interest in or obligations of the DepositorTitling Trust, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee Transferor or any Affiliate thereof of their respective Affiliates, and no recourse, either directly or indirectly, recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Certificates or Indenture and the other 2016-A Basic Documents. Except as expressly provided in Each Noteholder, by acceptance of a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the Basic Documents, none obligations of the DepositorIssuer, the Servicer Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith against (i) the Indenture Trustee or the Owner Trustee in their respective its individual capacitiescapacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in its individual capacity or any holder of their respective partnersa beneficial interest in the Issuer, beneficiariesthe Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, agentsexcept as any such Person may have expressly agreed and except that any such partner, officers, directors, employees owner or successors or assigns, beneficiary shall be personally liable forfully liable, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or the Trust’s performance of, failure to pay any installment or omission call owing to perform, any obligations or indemnifications contained in the Certificates, this Agreement or the other Basic Documents, it being such entity. (b) It is expressly understood that such Certificateholder obligations have been made solely and agreed by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Certificates, it shall have no claim against any of the foregoing Persons for any deficiency, loss or claim therefrom. In the event that any of the foregoing covenants of each Certificateholder and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a result, a Certificateholder or Certificate Owner is deemed to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the Trust, each Certificateholder and Certificate Owner agrees parties hereto that (i) its claim against any such other assets shall bethis Indenture is executed and delivered by the Owner Trustee, and hereby isnot individually or personally but solely as Owner Trustee, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly grantedexercise of the powers and authority conferred and vested in it, including to the payment in full of all amounts owing to such entitled Persons, and (ii) the covenant set forth in the preceding clause (i) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) each of the Bankruptcy Code.representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by the Owner Trustee but is made and intended for the purpose of binding only the Issuer, (iii) nothing herein contained shall be construed as creating any liability on the Owner Trustee, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto (iv) the Owner Trustee has not verified and has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer hereunder and (v) under no circumstances shall the Owner Trustee be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Indenture or any other related documents

No Recourse. Each Certificateholder or Certificate Owner by accepting a Certificate (or any interest thereina) acknowledges that such Person’s Certificate (or interest therein) represents beneficial interests in The Notes represent obligations of the Trust Issuer only and does do not represent interests an interest in or obligations of the DepositorTitling Trust, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee Transferor or any Affiliate thereof of their respective Affiliates, and no recourse, either directly or indirectly, recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Certificates or Indenture and the other 2021-B Basic Documents. Except as expressly provided in Each Noteholder, by acceptance of a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the Basic Documents, none obligations of the DepositorIssuer, the Servicer Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith against (i) the Indenture Trustee or the Owner Trustee in their respective its individual capacitiescapacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in its individual capacity or any holder of their respective partnersa beneficial interest in the Issuer, beneficiariesthe Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, agentsexcept as any such Person may have expressly agreed and except that any such partner, officers, directors, employees owner or successors or assigns, beneficiary shall be personally liable forfully liable, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or the Trust’s performance of, failure to pay any installment or omission call owing to perform, any obligations or indemnifications contained in the Certificates, this Agreement or the other Basic Documents, it being such entity. (b) It is expressly understood that such Certificateholder obligations have been made solely and agreed by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Certificates, it shall have no claim against any of the foregoing Persons for any deficiency, loss or claim therefrom. In the event that any of the foregoing covenants of each Certificateholder and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a result, a Certificateholder or Certificate Owner is deemed to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the Trust, each Certificateholder and Certificate Owner agrees parties hereto that (i) its claim against any such other assets shall bethis Indenture is executed and delivered by the Owner Trustee, and hereby isnot individually or personally but solely as Owner Trustee, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly grantedexercise of the powers and authority conferred and vested in it, including to the payment in full of all amounts owing to such entitled Persons, and (ii) the covenant set forth in the preceding clause (i) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) each of the Bankruptcy Code.representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by the Owner Trustee but is made and intended for the purpose of binding only the Issuer, (iii) nothing herein contained shall be construed as creating any liability on the Owner Trustee, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto (iv) the Owner Trustee has not verified and has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer hereunder and (v) under no circumstances shall the Owner Trustee be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Indenture or any other related documents

No Recourse. (a) Each Certificateholder or Certificate Owner by accepting a Trust Certificate (or any interest therein) acknowledges that such Person’s Trust Certificate (or represents a beneficial interest therein) represents beneficial interests in the Trust only and does not represent interests an interest in or obligations an obligation of the Depositor, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Trust Certificates or the other Basic Documents. Except as expressly provided . (b) In furtherance of and not in the Basic Documents, none derogation of the Depositorforegoing, the Servicer or the Owner Trustee in their respective individual capacities, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates or extent the Trust’s performance ofDepositor enters into other securitization transactions, or omission to performeach Certificateholder, any obligations or indemnifications contained in the Certificatesby accepting a Trust Certificate, this Agreement or the other Basic Documents, it being expressly understood that such Certificateholder obligations have been made solely by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) acknowledges and agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Certificates, it shall have no claim against right, title or interest in or to any assets or interests therein of the foregoing Depositor (other than the Trust Estate and Reserve Account relating to this transaction) conveyed or purported to be conveyed by the Depositor to another securitization trust or other Person or Persons for any deficiencyin connection therewith (whether by way of a sale, loss capital contribution or claim therefrom. In the event that any by virtue of the foregoing covenants granting of each Certificateholder a lien) (“Other Assets”). To the extent that, notwithstanding the agreements and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a resultprovisions contained herein, a Certificateholder either (i) asserts an interest or Certificate Owner claim to, or benefit from, Other Assets, whether asserted against or through the Depositor or any other Person owned by the Depositor, or (ii) is deemed to have an interest any such interest, claim 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 Federal Bankruptcy Code or any assets of successor provision having similar effect under the Bankruptcy Code), and whether deemed asserted against or through the Depositor or any Affiliate of other Person owned by the Depositor other than the TrustDepositor, then each Certificateholder Certificateholder, by accepting a Trust Certificate, further acknowledges and Certificate Owner agrees that (i) its claim against any such other assets interest, claim or benefit in or from Other Assets is and shall be, and hereby is, subject and subordinate in all respects be expressly subordinated to the rights of other Persons to whom rights in the other assets have been expressly granted, including to the indefeasible payment in full of all amounts owing obligations and liabilities of the Depositor which, under the terms of the relevant documents relating to the securitization of such Other Assets, are entitled Personsto 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 priority of distribution or application under applicable law, including insolvency laws, and (ii) whether asserted against Depositor or any other Person owned by the covenant set forth in Depositor), including the preceding clause (i) constitutes payment of post-petition interest on such other obligations and liabilities. This subordination agreement shall be deemed a “subordination agreement” agreement within the meaning of, and subject to, of Section 510(a) of the Bankruptcy Code.. Each Certificateholder, by acceptance of a Trust Certificate, further acknowledges and agrees that no adequate remedy at law exists for a breach of this paragraph and the terms of this paragraph may be enforced by an action for specific performance. The provisions of this paragraph shall be for the third party benefit of those entitled to rely thereon and shall survive the termination of this Agreement. 38 (2017-A Amended and Restated Trust Agreement)

No Recourse. Each Certificateholder or Certificate Owner by accepting a Certificate (or any interest thereina) acknowledges that such Person’s Certificate (or interest therein) represents beneficial interests in The Notes represent obligations of the Trust Issuer only and does do not represent interests an interest in or obligations of the DepositorTitling Trust, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee Transferor or any Affiliate thereof of their respective Affiliates, and no recourse, either directly or indirectly, recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Certificates or Indenture and the other 2020-B Basic Documents. Except as expressly provided in Each Noteholder, by acceptance of a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the Basic Documents, none obligations of the DepositorIssuer, the Servicer Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith against (i) the Indenture Trustee or the Owner Trustee in their respective its individual capacitiescapacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in its individual capacity or any holder of their respective partnersa beneficial interest in the Issuer, beneficiariesthe Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, agentsexcept as any such Person may have expressly agreed and except that any such partner, officers, directors, employees owner or successors or assigns, beneficiary shall be personally liable forfully liable, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or the Trust’s performance of, failure to pay any installment or omission call owing to perform, any obligations or indemnifications contained in the Certificates, this Agreement or the other Basic Documents, it being such entity. (b) It is expressly understood that such Certificateholder obligations have been made solely and agreed by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Certificates, it shall have no claim against any of the foregoing Persons for any deficiency, loss or claim therefrom. In the event that any of the foregoing covenants of each Certificateholder and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a result, a Certificateholder or Certificate Owner is deemed to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the Trust, each Certificateholder and Certificate Owner agrees parties hereto that (i) its claim against any such other assets shall bethis Indenture is executed and delivered by the Owner Trustee, and hereby isnot individually or personally but solely as Owner Trustee, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly grantedexercise of the powers and authority conferred and vested in it, including to the payment in full of all amounts owing to such entitled Persons, and (ii) the covenant set forth in the preceding clause (i) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) each of the Bankruptcy Code.representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by the Owner Trustee but is made and intended for the purpose of binding only the Issuer, (iii) nothing herein contained shall be construed as creating any liability on the Owner Trustee, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto (iv) the Owner Trustee has not verified and has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer hereunder and (v) under no circumstances shall the Owner Trustee be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Indenture or any other related documents

No Recourse. (a) Each Certificateholder or Certificate Owner by accepting a Trust Certificate (or any interest therein) acknowledges that such Person’s Trust Certificate (or represents a beneficial interest therein) represents beneficial interests in the Trust only and does not represent interests an interest in or obligations an obligation of the Depositor, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Trust Certificates or the other Basic Documents. Except as expressly provided . (b) In furtherance of and not in the Basic Documents, none derogation of the Depositorforegoing, the Servicer or the Owner Trustee in their respective individual capacities, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates or extent the Trust’s performance ofDepositor enters into other securitization transactions, or omission to performeach Certificateholder, any obligations or indemnifications contained in the Certificatesby accepting a Trust Certificate, this Agreement or the other Basic Documents, it being expressly understood that such Certificateholder obligations have been made solely by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) acknowledges and agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Certificates, it shall have no claim against right, title or interest in or to any assets or interests therein of the foregoing Depositor (other than the Trust Estate and Reserve Account relating to this transaction) conveyed or purported to be conveyed by the Depositor to another securitization trust or other Person or Persons for any deficiencyin connection therewith (whether by way of a sale, loss capital contribution or claim therefrom. In the event that any by virtue of the foregoing covenants granting of each Certificateholder a lien) (“Other Assets”). To the extent that, notwithstanding the agreements and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a resultprovisions contained herein, a Certificateholder either (i) asserts an interest or Certificate Owner claim to, or benefit from, Other Assets, whether asserted against or through the Depositor or any other Person owned by the Depositor, or (ii) is deemed to have an interest any such interest, claim 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 Federal Bankruptcy Code or any assets of successor provision having similar effect under the Bankruptcy Code), and whether deemed asserted against or through the Depositor or any Affiliate of other Person owned by the Depositor other than the TrustDepositor, then each Certificateholder Certificateholder, by accepting a Trust Certificate, further acknowledges and Certificate Owner agrees that (i) its claim against any such other assets interest, claim or benefit in or from Other Assets is and shall be, and hereby is, subject and subordinate in all respects be expressly subordinated to the rights of other Persons to whom rights in the other assets have been expressly granted, including to the indefeasible payment in full of all amounts owing obligations and liabilities of the Depositor which, under the terms of the relevant documents relating to the securitization of such Other Assets, are entitled Personsto 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 priority of distribution or application under applicable law, including insolvency laws, and (ii) whether asserted against Depositor or any other Person owned by the covenant set forth in Depositor), including the preceding clause (i) constitutes payment of post-petition interest on such other obligations and liabilities. This subordination agreement shall be deemed a “subordination agreement” agreement within the meaning of, and subject to, of Section 510(a) of the Bankruptcy Code.. Each Certificateholder, by acceptance of a Trust Certificate, further acknowledges and agrees that no adequate remedy at law exists for a breach of this paragraph and the terms of this paragraph may be enforced by an action for specific performance. The provisions of this paragraph shall be for the third party benefit of those entitled to rely thereon and shall survive the termination of this Agreement. 38 (2018-B Amended and Restated Trust Agreement)

No Recourse. Each Certificateholder or Certificate Owner by accepting a Certificate (or any interest thereina) acknowledges that such Person’s Certificate (or interest therein) represents beneficial interests in The Notes represent obligations of the Trust Issuer only and does do not represent interests an interest in or obligations of the DepositorTitling Trust, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee Transferor or any Affiliate thereof of their respective Affiliates, and no recourse, either directly or indirectly, recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Certificates or Indenture and the other 2018-B Basic Documents. Except as expressly provided in Each Noteholder, by acceptance of a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the Basic Documents, none obligations of the DepositorIssuer, the Servicer Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith against (i) the Indenture Trustee or the Owner Trustee in their respective its individual capacitiescapacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in its individual capacity or any holder of their respective partnersa beneficial interest in the Issuer, beneficiariesthe Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, agentsexcept as any such Person may have expressly agreed and except that any such partner, officers, directors, employees owner or successors or assigns, beneficiary shall be personally liable forfully liable, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or the Trust’s performance of, failure to pay any installment or omission call owing to perform, any obligations or indemnifications contained in the Certificates, this Agreement or the other Basic Documents, it being such entity. (b) It is expressly understood that such Certificateholder obligations have been made solely and agreed by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Certificates, it shall have no claim against any of the foregoing Persons for any deficiency, loss or claim therefrom. In the event that any of the foregoing covenants of each Certificateholder and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a result, a Certificateholder or Certificate Owner is deemed to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the Trust, each Certificateholder and Certificate Owner agrees parties hereto that (i) its claim against any such other assets shall bethis Indenture is executed and delivered by the Owner Trustee, and hereby isnot individually or personally but solely as Owner Trustee, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly grantedexercise of the powers and authority conferred and vested in it, including to the payment in full of all amounts owing to such entitled Persons, and (ii) the covenant set forth in the preceding clause (i) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) each of the Bankruptcy Code.representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by the Owner Trustee but is made and intended for the purpose of binding only the Issuer, (iii) nothing herein contained shall be construed as creating any liability on the Owner Trustee, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto (iv) the Owner Trustee has not verified and has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer hereunder and (v) under no circumstances shall the Owner Trustee be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Indenture or any other related documents

No Recourse. (a) Each Certificateholder or Certificate Owner by accepting a Trust Certificate (or any interest therein) acknowledges that such Person’s Trust Certificate (or represents a beneficial interest therein) represents beneficial interests in the Trust only and does not represent interests an interest in or obligations an obligation of the Depositor, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Trust Certificates or the other Basic Documents. Except as expressly provided . (b) In furtherance of and not in the Basic Documents, none derogation of the Depositorforegoing, the Servicer or the Owner Trustee in their respective individual capacities, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates or extent the Trust’s performance ofDepositor enters into other securitization transactions, or omission to performeach Certificateholder, any obligations or indemnifications contained in the Certificatesby accepting a Trust Certificate, this Agreement or the other Basic Documents, it being expressly understood that such Certificateholder obligations have been made solely by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) acknowledges and agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Certificates, it shall have no claim against right, title or interest in or to any assets or interests therein of the foregoing Depositor (other than the Trust Estate and Reserve Account relating to this transaction) conveyed or purported to be conveyed by the Depositor to another securitization trust or other Person or Persons for any deficiencyin connection therewith (whether by way of a sale, loss capital contribution or claim therefrom. In the event that any by virtue of the foregoing covenants granting of each Certificateholder a lien) (“Other Assets”). To the extent that, notwithstanding the agreements and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a resultprovisions contained herein, a Certificateholder either (i) asserts an interest or Certificate Owner claim to, or benefit from, Other Assets, whether asserted against or through the Depositor or any other Person owned by the Depositor, or (ii) is deemed to have an interest any such interest, claim 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 Federal Bankruptcy Code or any assets of successor provision having similar effect under the Bankruptcy Code), and whether deemed asserted against or through the Depositor or any Affiliate of other Person owned by the Depositor other than the TrustDepositor, then each Certificateholder Certificateholder, by accepting a Trust Certificate, further acknowledges and Certificate Owner agrees that (i) its claim against any such other assets interest, claim or benefit in or from Other Assets is and shall be, and hereby is, subject and subordinate in all respects be expressly subordinated to the rights of other Persons to whom rights in the other assets have been expressly granted, including to the indefeasible payment in full of all amounts owing obligations and liabilities of the Depositor which, under the terms of the relevant documents relating to the securitization of such Other Assets, are entitled Personsto 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 priority of distribution or application under applicable law, including insolvency laws, and (ii) whether asserted against Depositor or any other Person owned by the covenant set forth in Depositor), including the preceding clause (i) constitutes payment of post-petition interest on such other obligations and liabilities. This subordination agreement shall be deemed a “subordination agreement” agreement within the meaning of, and subject to, of Section 510(a) of the Bankruptcy Code.. Each Certificateholder, by acceptance of a Trust Certificate, further acknowledges and agrees that no adequate remedy at law exists for a breach of this paragraph and the terms of this paragraph may be enforced by an action for specific performance. The provisions of this paragraph shall be for the third party benefit of those entitled to rely thereon and shall survive the termination of this Agreement. 39 (2022-B Amended and Restated Trust Agreement)

No Recourse. Each Certificateholder or Certificate Owner by accepting an interest in a Certificate (or any interest therein) acknowledges that such Person’s Certificate (or interest therein) represents Certificates represent beneficial interests in the Trust Issuer only and does do not represent interests in or obligations of the Depositor, the ServicerNMAC (in any capacity), the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Certificates or the other Basic Documents. Except as expressly provided . (a) In furtherance of and not in the Basic Documents, none derogation of the Depositorforegoing, the Servicer or the Owner Trustee in their respective individual capacities, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates or extent the Trust’s performance ofDepositor enters into other securitization transactions, or omission to performeach Certificateholder, any obligations or indemnifications contained in the Certificatesby accepting a Certificate, this Agreement or the other Basic Documents, it being expressly understood that such Certificateholder obligations have been made solely by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) acknowledges and agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Certificates, it shall have no claim against right, title or interest in or to any assets or interests therein of the foregoing Depositor conveyed or purported to be conveyed by the Depositor to another securitization trust or other Person or Persons for any deficiencyin connection therewith (whether by way of a sale, loss capital contribution or claim therefrom. In the event that any by virtue of the foregoing covenants granting of each Certificateholder a lien). To the extent that, notwithstanding the agreements and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a resultprovisions contained herein, a Certificateholder either (i) asserts an interest or Certificate Owner claim to, or benefit from, Other Assets, whether asserted against or through the Depositor or any other Person owned by the Depositor, or (ii) is deemed to have an interest any such interest, claim or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable 33 (NAROT 2020-B Amended & Restated Trust Agreement) provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the Federal Bankruptcy Code or any assets of successor provision having similar effect under the Bankruptcy Code), and whether deemed asserted against or through the Depositor or any Affiliate of other Person owned by the Depositor other than the TrustDepositor, then each Certificateholder Certificateholder, by accepting a Certificate, further acknowledges and Certificate Owner agrees that (i) its claim against any such other assets interest, claim or benefit in or from Other Assets is and shall be, and hereby is, subject and subordinate in all respects be expressly subordinated to the rights of other Persons to whom rights in the other assets have been expressly granted, including to the indefeasible payment in full of all amounts owing obligations and liabilities of the Depositor which, under the terms of the relevant documents relating to the securitization of such Other Assets, are entitled Personsto 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 priority of distribution or application under applicable law, including insolvency laws, and (ii) whether asserted against Depositor or any other Person owned by the covenant set forth in Depositor), including the preceding clause (i) constitutes payment of post-petition interest on such other obligations and liabilities. This subordination agreement shall be deemed a “subordination agreement” agreement within the meaning of, and subject to, of Section 510(a) of the Bankruptcy Code. Each Certificateholder, by acceptance of a Certificate, further acknowledges and agrees that no adequate remedy at law exists for a breach of this paragraph and the terms of this paragraph may be enforced by an action for specific performance. The provisions of this paragraph shall be for the third party benefit of those entitled to rely thereon and shall survive the termination of this Agreement.

No Recourse. (a) Each Certificateholder or Certificate Owner by accepting a Trust Certificate (or any interest therein) acknowledges that such Person’s Trust Certificate (or represents a beneficial interest therein) represents beneficial interests in the Trust only and does not represent interests an interest in or obligations an obligation of the Depositor, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Trust Certificates or the other Basic Documents. Except as expressly provided 37 (2016-B Amended and Restated Trust Agreement) (b) In furtherance of and not in the Basic Documents, none derogation of the Depositorforegoing, the Servicer or the Owner Trustee in their respective individual capacities, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates or extent the Trust’s performance ofDepositor enters into other securitization transactions, or omission to performeach Certificateholder, any obligations or indemnifications contained in the Certificatesby accepting a Trust Certificate, this Agreement or the other Basic Documents, it being expressly understood that such Certificateholder obligations have been made solely by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) acknowledges and agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Certificates, it shall have no claim against right, title or interest in or to any assets or interests therein of the foregoing Depositor (other than the Trust Estate and Reserve Account relating to this transaction) conveyed or purported to be conveyed by the Depositor to another securitization trust or other Person or Persons for any deficiencyin connection therewith (whether by way of a sale, loss capital contribution or claim therefrom. In the event that any by virtue of the foregoing covenants granting of each Certificateholder a lien) (“Other Assets”). To the extent that, notwithstanding the agreements and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a resultprovisions contained herein, a Certificateholder either (i) asserts an interest or Certificate Owner claim to, or benefit from, Other Assets, whether asserted against or through the Depositor or any other Person owned by the Depositor, or (ii) is deemed to have an interest any such interest, claim 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 Federal Bankruptcy Code or any assets of successor provision having similar effect under the Bankruptcy Code), and whether deemed asserted against or through the Depositor or any Affiliate of other Person owned by the Depositor other than the TrustDepositor, then each Certificateholder Certificateholder, by accepting a Trust Certificate, further acknowledges and Certificate Owner agrees that (i) its claim against any such other assets interest, claim or benefit in or from Other Assets is and shall be, and hereby is, subject and subordinate in all respects be expressly subordinated to the rights of other Persons to whom rights in the other assets have been expressly granted, including to the indefeasible payment in full of all amounts owing obligations and liabilities of the Depositor which, under the terms of the relevant documents relating to the securitization of such Other Assets, are entitled Personsto 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 priority of distribution or application under applicable law, including insolvency laws, and (ii) whether asserted against Depositor or any other Person owned by the covenant set forth in Depositor), including the preceding clause (i) constitutes payment of post-petition interest on such other obligations and liabilities. This subordination agreement shall be deemed a “subordination agreement” agreement within the meaning of, and subject to, of Section 510(a) of the Bankruptcy Code. Each Certificateholder, by acceptance of a Trust Certificate, further acknowledges and agrees that no adequate remedy at law exists for a breach of this paragraph and the terms of this paragraph may be enforced by an action for specific performance. The provisions of this paragraph shall be for the third party benefit of those entitled to rely thereon and shall survive the termination of this Agreement.

No Recourse. (a) Each Certificateholder or Certificate Owner Noteholder will agree by accepting acceptance of a Certificate (or any interest therein) acknowledges that such Person’s Certificate Note (or interest therein) represents that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against: (i) the Indenture Trustee or the Owner Trustee in its individual capacity; (ii) any owner of a beneficial interests interest in the Trust only Issuer; or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and does not represent interests the Owner Trustee has no such obligation in its individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. For all purposes of this Indenture, in the performance of any duties or obligations of the Depositor, the Servicer, the AdministratorIssuer hereunder, the Owner TrusteeTrustee shall be subject to, and entitled to the benefits of, the Indenture Trustee or any Affiliate thereof terms and no recourseprovisions of Articles IV, either directly or indirectly, may be had against such parties or their assets, except as may be expressly set forth or contemplated in this V and VI of the Trust Agreement, the Certificates or the other Basic Documents. . (b) Except as expressly provided in the Basic Documents, none of neither the DepositorTransferor, the Servicer or Servicer, the Indenture Trustee nor the Owner Trustee in their respective individual capacities, or any owner of a beneficial interest in the Issuer, nor any of their respective partners, owners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the distribution payment of any amount with respect to the Certificates principal of or the Trust’s interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in the Certificates, Notes or this Agreement or the other Basic DocumentsIndenture, it being expressly understood that such Certificateholder said covenants, obligations and indemnifications have been made solely by the TrustOwner Trustee solely as the Owner Trustee in the assets of the Issuer. Each Certificateholder Noteholder or Note Owner by the acceptance of a Certificate Note (or beneficial interest therein) agrees that will agree that, except as expressly provided in the Basic Documents, in the event case of nonpayment an Event of any amounts with respect to Default under this Indenture, the Certificates, it Holder shall have no claim against any of the foregoing Persons for any deficiency, loss or claim therefrom. In ; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the event that any of the foregoing covenants of each Certificateholder and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a result, a Certificateholder or Certificate Owner is deemed to have an interest in any assets of the Depositor Issuer for any and all liabilities, obligations and undertakings contained in this Indenture or any Affiliate of the Depositor other than the Trust, each Certificateholder and Certificate Owner agrees that (i) its claim against any such other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted, including to the payment in full of all amounts owing to such entitled Persons, and (ii) the covenant set forth in the preceding clause (i) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy CodeNotes.

No Recourse. Each Certificateholder or Certificate Owner by accepting an interest in a Certificate (or any interest therein) acknowledges that such Person’s Certificate (or interest therein) represents Certificates represent beneficial interests in the Trust Issuer only and does do not represent interests in or obligations of the Depositor, the ServicerNMAC (in any capacity), the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Certificates or the other Basic Documents. Except as expressly provided 33 (NAROT 2019-B Amended & Restated Trust Agreement) (a) In furtherance of and not in the Basic Documents, none derogation of the Depositorforegoing, the Servicer or the Owner Trustee in their respective individual capacities, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates or extent the Trust’s performance ofDepositor enters into other securitization transactions, or omission to performeach Certificateholder, any obligations or indemnifications contained in the Certificatesby accepting a Certificate, this Agreement or the other Basic Documents, it being expressly understood that such Certificateholder obligations have been made solely by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) acknowledges and agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Certificates, it shall have no claim against right, title or interest in or to any assets or interests therein of the foregoing Depositor conveyed or purported to be conveyed by the Depositor to another securitization trust or other Person or Persons for any deficiencyin connection therewith (whether by way of a sale, loss capital contribution or claim therefrom. In the event that any by virtue of the foregoing covenants granting of each Certificateholder a lien). To the extent that, notwithstanding the agreements and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a resultprovisions contained herein, a Certificateholder either (i) asserts an interest or Certificate Owner claim to, or benefit from, Other Assets, whether asserted against or through the Depositor or any other Person owned by the Depositor, or (ii) is deemed to have an interest any such interest, claim 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 Federal Bankruptcy Code or any assets of successor provision having similar effect under the Bankruptcy Code), and whether deemed asserted against or through the Depositor or any Affiliate of other Person owned by the Depositor other than the TrustDepositor, then each Certificateholder Certificateholder, by accepting a Certificate, further acknowledges and Certificate Owner agrees that (i) its claim against any such other assets interest, claim or benefit in or from Other Assets is and shall be, and hereby is, subject and subordinate in all respects be expressly subordinated to the rights of other Persons to whom rights in the other assets have been expressly granted, including to the indefeasible payment in full of all amounts owing obligations and liabilities of the Depositor which, under the terms of the relevant documents relating to the securitization of such Other Assets, are entitled Personsto 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 priority of distribution or application under applicable law, including insolvency laws, and (ii) whether asserted against Depositor or any other Person owned by the covenant set forth in Depositor), including the preceding clause (i) constitutes payment of post-petition interest on such other obligations and liabilities. This subordination agreement shall be deemed a “subordination agreement” agreement within the meaning of, and subject to, of Section 510(a) of the Bankruptcy Code. Each Certificateholder, by acceptance of a Certificate, further acknowledges and agrees that no adequate remedy at law exists for a breach of this paragraph and the terms of this paragraph may be enforced by an action for specific performance. The provisions of this paragraph shall be for the third party benefit of those entitled to rely thereon and shall survive the termination of this Agreement.

No Recourse. (a) Each Certificateholder or Certificate Owner by accepting a Trust Certificate (or any interest therein) acknowledges that such Person’s Trust Certificate (or represents a beneficial interest therein) represents beneficial interests in the Trust only and does not represent interests an interest in or obligations an obligation of the Depositor, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Trust Certificates or the other Basic Documents. Except as expressly provided . (b) In furtherance of and not in the Basic Documents, none derogation of the Depositorforegoing, the Servicer or the Owner Trustee in their respective individual capacities, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates or extent the Trust’s performance ofDepositor enters into other securitization transactions, or omission to performeach Certificateholder, any obligations or indemnifications contained in the Certificatesby accepting a Trust Certificate, this Agreement or the other Basic Documents, it being expressly understood that such Certificateholder obligations have been made solely by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) acknowledges and agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Certificates, it shall have no claim against right, title or interest in or to any assets or interests therein of the foregoing Depositor (other than the Trust Estate and Reserve Account relating to this transaction) conveyed or purported to be conveyed by the Depositor to another securitization trust or other Person or Persons for any deficiencyin connection therewith (whether by way of a sale, loss capital contribution or claim therefrom. In the event that any by virtue of the foregoing covenants granting of each Certificateholder a lien) ("Other Assets"). To the extent that, notwithstanding the agreements and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a resultprovisions contained herein, a Certificateholder either (i) asserts an interest or Certificate Owner claim to, or benefit from, Other Assets, whether asserted against or through the Depositor or any other Person owned by the Depositor, or (ii) is deemed to have an interest any such interest, claim 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 Federal Bankruptcy Code or any assets of successor provision having similar effect under the Bankruptcy Code), and whether deemed asserted against or through the Depositor or any Affiliate of other Person owned by the Depositor other than the TrustDepositor, then each Certificateholder Certificateholder, by accepting a Trust Certificate, further acknowledges and Certificate Owner agrees that (i) its claim against any such other assets interest, claim or benefit in or from Other Assets is and shall be, and hereby is, subject and subordinate in all respects be expressly subordinated to the rights of other Persons to whom rights in the other assets have been expressly granted, including to the indefeasible payment in full of all amounts owing obligations and liabilities of the Depositor which, under the terms of the relevant documents relating to the securitization of such Other Assets, are entitled Personsto 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 priority of distribution or application under applicable law, including insolvency laws, and (ii) whether asserted against Depositor or any other Person owned by the covenant set forth in Depositor), including the preceding clause (i) constitutes payment of post-petition interest on such other obligations and liabilities. This subordination agreement shall be deemed a “subordination agreement” agreement within the meaning of, and subject to, of Section 510(a) of the Bankruptcy Code. Each Certificateholder, by acceptance of a Trust Certificate, further acknowledges and agrees that no adequate remedy at law exists for a breach of this paragraph and the terms of this paragraph may be enforced by an action for specific performance. The provisions of this paragraph shall be for the third party benefit of those entitled to rely thereon and shall survive the termination of this Agreement.

No Recourse. (a) Each Certificateholder or Certificate Owner by accepting a Trust Certificate (or any interest therein) acknowledges that such Person’s Trust Certificate (or represents a beneficial interest therein) represents beneficial interests in the Trust only and does not represent interests an interest in or obligations an obligation of the Depositor, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Trust Certificates or the other Basic Documents. Except as expressly provided . (b) In furtherance of and not in the Basic Documents, none derogation of the Depositorforegoing, the Servicer or the Owner Trustee in their respective individual capacities, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates or extent the Trust’s performance ofDepositor enters into other securitization transactions, or omission to performeach Certificateholder, any obligations or indemnifications contained in the Certificatesby accepting a Trust Certificate, this Agreement or the other Basic Documents, it being expressly understood that such Certificateholder obligations have been made solely by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) acknowledges and agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Certificates, it shall have no claim against right, title or interest in or to any assets or interests therein of the foregoing Depositor (other than the Trust Estate and Reserve Account relating to this transaction) conveyed or purported to be conveyed by the Depositor to another securitization trust or other Person or Persons for any deficiencyin connection therewith (whether by way of a sale, loss capital contribution or claim therefrom. In the event that any by virtue of the foregoing covenants granting of each Certificateholder a lien) (“Other Assets”). To the extent that, notwithstanding the agreements and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a resultprovisions contained herein, a Certificateholder either (i) asserts an interest or Certificate Owner claim to, or benefit from, Other Assets, whether asserted against or through the Depositor or any other Person owned by the Depositor, or (ii) is deemed to have an interest any such interest, claim 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 Federal Bankruptcy Code or any assets of successor provision having similar effect under the Bankruptcy Code), and whether deemed asserted against or through the Depositor or any Affiliate of other Person owned by the Depositor other than the TrustDepositor, then each Certificateholder Certificateholder, by accepting a Trust Certificate, further acknowledges and Certificate Owner agrees that (i) its claim against any such other assets interest, claim or benefit in or from Other Assets is and shall be, and hereby is, subject and subordinate in all respects be expressly subordinated to the rights of other Persons to whom rights in the other assets have been expressly granted, including to the indefeasible payment in full of all amounts owing obligations and liabilities of the Depositor which, under the terms of the relevant documents relating to the securitization of such Other Assets, are entitled Personsto 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 priority of distribution or application under applicable law, including insolvency laws, and (ii) whether asserted against Depositor or any other Person owned by the covenant set forth in Depositor), including the preceding clause (i) constitutes payment of post-petition interest on such other obligations and liabilities. This subordination agreement shall be deemed a “subordination agreement” agreement within the meaning of, and subject to, of Section 510(a) of the Bankruptcy Code.. Each Certificateholder, by acceptance of a Trust Certificate, further acknowledges and agrees that no adequate remedy at law exists for a breach of this paragraph and the terms of this paragraph may be enforced by an action for specific performance. The provisions of this paragraph shall be for the third party benefit of those entitled to rely thereon and shall survive the termination of this Agreement. 38 (2017-B Amended and Restated Trust Agreement)

No Recourse. Each Certificateholder or Certificate Owner by accepting a Certificate (or any interest thereina) acknowledges that such Person’s Certificate (or interest therein) represents beneficial interests in The Notes represent obligations of the Trust Issuer only and does do not represent interests an interest in or obligations of the DepositorTitling Trust, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee Transferor or any Affiliate thereof of their respective Affiliates, and no recourse, either directly or indirectly, recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Certificates or Indenture and the other 2019-A Basic Documents. Except as expressly provided in Each Noteholder, by acceptance of a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the Basic Documents, none obligations of the DepositorIssuer, the Servicer Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith against (i) the Indenture Trustee or the Owner Trustee in their respective its individual capacitiescapacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in its individual capacity or any holder of their respective partnersa beneficial interest in the Issuer, beneficiariesthe Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, agentsexcept as any such Person may have expressly agreed and except that any such partner, officers, directors, employees owner or successors or assigns, beneficiary shall be personally liable forfully liable, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or the Trust’s performance of, failure to pay any installment or omission call owing to perform, any obligations or indemnifications contained in the Certificates, this Agreement or the other Basic Documents, it being such entity. (b) It is expressly understood that such Certificateholder obligations have been made solely and agreed by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Certificates, it shall have no claim against any of the foregoing Persons for any deficiency, loss or claim therefrom. In the event that any of the foregoing covenants of each Certificateholder and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a result, a Certificateholder or Certificate Owner is deemed to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the Trust, each Certificateholder and Certificate Owner agrees parties hereto that (i) its claim against any such other assets shall bethis Indenture is executed and delivered by the Owner Trustee, and hereby isnot individually or personally but solely as Owner Trustee, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly grantedexercise of the powers and authority conferred and vested in it, including to the payment in full of all amounts owing to such entitled Persons, and (ii) the covenant set forth in the preceding clause (i) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) each of the Bankruptcy Code.representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by the Owner Trustee but is made and intended for the purpose of binding only the Issuer, (iii) nothing herein contained shall be construed as creating any liability on the Owner Trustee, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto (iv) the Owner Trustee has not verified and has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer hereunder and (v) under no circumstances shall the Owner Trustee be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Indenture or any other related documents

No Recourse. Each CARAT 20 -SN Certificateholder or and each CARAT 20 -SN Certificate Owner by accepting a CARAT 20 -SN Certificate (or any interest therein) acknowledges that such Person’s CARAT 20 -SN Certificate (or interest therein) represents beneficial interests in the Trust only and does not represent interests in or obligations of the Depositor, the Servicer, the Trust Administrator, the CARAT Owner Trustee, the CARAT Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the CARAT 20 -SN Certificates or the other CARAT Basic Documents. Except as expressly provided in the CARAT Basic Documents, none of the Depositor, the Servicer Trust Administrator or the CARAT Owner Trustee in their respective individual capacities, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor or shall recourse be had to any of them for, for the distribution of any amount with respect to the CARAT 20 -SN Certificates or the Trust’s performance of, or omission to perform, any obligations or indemnifications contained in the CARAT 20 -SN Certificates, this Agreement or the other CARAT Basic Documents, it being expressly understood that such CARAT 20 -SN Certificateholder and CARAT 20 -SN Certificate Owner obligations have been made solely by the Trust. Each CARAT 20 -SN Certificateholder and each CARAT 20 -SN Certificate Owner by the acceptance of a CARAT 20 -SN Certificate (or beneficial interest therein) agrees that except as expressly provided in the CARAT Basic Documents, in the event of nonpayment of any amounts with respect to the CARAT 20 -SN Certificates, it shall have no claim against any of the foregoing Persons for any deficiency, loss or claim therefrom. In the event that any of the foregoing covenants of each CARAT 20 -SN Certificateholder and CARAT 20 -SN Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such CARAT 20 -SN Certificateholder or CARAT 20 -SN Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a result, a CARAT 20 -SN Certificateholder or CARAT 20 -SN Certificate Owner is deemed to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the TrustTrust (“other assets”), each CARAT 20 -SN Certificateholder and CARAT 20 -SN Certificate Owner agrees that (i) its claim against any such other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly grantedgranted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Persons, and (ii) the covenant set forth in the preceding clause (i) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy Code. This Section 9.9 shall survive the termination of this Agreement.

No Recourse. Each Certificateholder or Certificate Owner by accepting a Certificate (or any interest therein) acknowledges that such Person’s Certificate (or interest therein) represents beneficial interests in The Notes represent obligations of the Trust Issuer only and does do not represent interests an interest in or obligations of the Depositor, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee Depositor or any Affiliate thereof of their respective Affiliates, and no recourse, either directly or indirectly, recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Certificates or Indenture and the other Basic Documents. Except as expressly provided in the Basic DocumentsEach Noteholder or Note Owner, none by acceptance of the Depositora Note or a beneficial interest therein, the Servicer covenants and agrees that no recourse may be taken, directly or the Owner Trustee in their respective individual capacitiesindirectly, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates obligations of the Issuer, the Owner Trustee or the Trust’s performance ofIndenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith against (i) either Trustee in its individual capacity, or omission to perform, (ii) any obligations or indemnifications contained owner of a beneficial interest in the CertificatesIssuer or (iii) any partner, this Agreement owner, beneficiary, agent, officer, director or employee of either Trustee in its individual capacity or any holder of a beneficial interest in the other Basic DocumentsIssuer, it being either Trustee or of any successor or assign of either Trustee in its individual capacity, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by Applicable Law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. It is expressly understood that such Certificateholder obligations have been made solely and agreed by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Certificates, it shall have no claim against any of the foregoing Persons for any deficiency, loss or claim therefrom. In the event that any of the foregoing covenants of each Certificateholder and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a result, a Certificateholder or Certificate Owner is deemed to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the Trust, each Certificateholder and Certificate Owner agrees parties hereto that (i) its claim against any such other assets shall bethis Indenture is executed and delivered by the Owner Trustee, and hereby isnot individually or personally but solely as Owner Trustee, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly grantedexercise of the powers and authority conferred and vested in it, including to the payment in full of all amounts owing to such entitled Persons, and (ii) the covenant set forth in the preceding clause (i) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) each of the Bankruptcy Coderepresentations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by the Owner Trustee but is made and intended for the purpose of binding only the Issuer, (iii) nothing herein contained shall be construed as creating any liability on the Owner Trustee, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto (iv) the Owner Trustee has not verified and has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer hereunder and (v) under no circumstances shall the Owner Trustee be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Indenture or any other related documents.

No Recourse. (a) Each Certificateholder or Certificate Owner by accepting a Trust Certificate (or any interest therein) acknowledges that such Person’s Trust Certificate (or represents a beneficial interest therein) represents beneficial interests in the Trust only and does not represent interests an interest in or obligations an obligation of the Depositor, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Trust Certificates or the other Basic Documents. Except as expressly provided 38 (2025-C Amended and Restated Trust Agreement) (b) In furtherance of and not in the Basic Documents, none derogation of the Depositorforegoing, the Servicer or the Owner Trustee in their respective individual capacities, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates or extent the Trust’s performance ofDepositor enters into other securitization transactions, or omission to performeach Certificateholder, any obligations or indemnifications contained in the Certificatesby accepting a Trust Certificate, this Agreement or the other Basic Documents, it being expressly understood that such Certificateholder obligations have been made solely by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) acknowledges and agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Certificates, it shall have no claim against right, title or interest in or to any assets or interests therein of the foregoing Depositor (other than the Trust Estate and Reserve Account relating to this transaction) conveyed or purported to be conveyed by the Depositor to another securitization trust or other Person or Persons for any deficiencyin connection therewith (whether by way of a sale, loss capital contribution or claim therefrom. In the event that any by virtue of the foregoing covenants granting of each Certificateholder a lien) (“Other Assets”). To the extent that, notwithstanding the agreements and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a resultprovisions contained herein, a Certificateholder either (i) asserts an interest or Certificate Owner claim to, or benefit from, Other Assets, whether asserted against or through the Depositor or any other Person owned by the Depositor, or (ii) is deemed to have an interest any such interest, claim 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 Federal Bankruptcy Code or any assets of successor provision having similar effect under the Bankruptcy Code), and whether deemed asserted against or through the Depositor or any Affiliate of other Person owned by the Depositor other than the TrustDepositor, then each Certificateholder Certificateholder, by accepting a Trust Certificate, further acknowledges and Certificate Owner agrees that (i) its claim against any such other assets interest, claim or benefit in or from Other Assets is and shall be, and hereby is, subject and subordinate in all respects be expressly subordinated to the rights of other Persons to whom rights in the other assets have been expressly granted, including to the indefeasible payment in full of all amounts owing obligations and liabilities of the Depositor which, under the terms of the relevant documents relating to the securitization of such Other Assets, are entitled Personsto 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 priority of distribution or application under applicable law, including insolvency laws, and (ii) whether asserted against Depositor or any other Person owned by the covenant set forth in Depositor), including the preceding clause (i) constitutes payment of post-petition interest on such other obligations and liabilities. This subordination agreement shall be deemed a “subordination agreement” agreement within the meaning of, and subject to, of Section 510(a) of the Bankruptcy Code. Each Certificateholder, by acceptance of a Trust Certificate, further acknowledges and agrees that no adequate remedy at law exists for a breach of this paragraph and the terms of this paragraph may be enforced by an action for specific performance. The provisions of this paragraph shall be for the third party benefit of those entitled to rely thereon and shall survive the termination of this Agreement.

No Recourse. Each Certificateholder or Certificate Owner by accepting an interest in a Certificate (or any interest therein) acknowledges that such Person’s Certificate (or interest therein) represents Certificates represent beneficial interests in the Trust Issuer only and does do not represent interests in or obligations of the Depositor, the ServicerNMAC (in any capacity), the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Certificates or the other Basic Documents. Except as expressly provided . (a) In furtherance of and not in the Basic Documents, none derogation of the Depositorforegoing, the Servicer or the Owner Trustee in their respective individual capacities, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates or extent the Trust’s performance ofDepositor enters into other securitization transactions, or omission to performeach Certificateholder, any obligations or indemnifications contained in the Certificatesby accepting a Certificate, this Agreement or the other Basic Documents, it being expressly understood that such Certificateholder obligations have been made solely by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) acknowledges and agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Certificates, it shall have no claim against right, title or interest in or to any assets or interests therein of the foregoing Depositor conveyed or purported to be conveyed by the Depositor to another securitization trust or other Person or Persons for any deficiencyin connection therewith (whether by way of a sale, loss capital contribution or claim therefrom. In the event that any by virtue of the foregoing covenants granting of each Certificateholder a lien). To the extent that, notwithstanding the agreements and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a resultprovisions contained herein, a Certificateholder either (i) asserts an interest or Certificate Owner claim to, or benefit from, Other Assets, whether asserted against or through the Depositor or any other Person owned by the Depositor, or (ii) is deemed to have an interest any such interest, claim 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 Federal Bankruptcy Code or any assets of successor provision having similar effect under the Bankruptcy Code), and whether deemed asserted against or through the Depositor or any Affiliate of other Person owned by the Depositor other than the TrustDepositor, then each Certificateholder Certificateholder, by accepting a Certificate, further acknowledges and Certificate Owner agrees that (i) its claim against any such other assets interest, claim or benefit in or from Other Assets is and shall be, and hereby is, subject and subordinate in all respects be expressly subordinated to the rights of other Persons to whom rights in the other assets have been expressly granted, including to the indefeasible payment in full of all amounts owing obligations and liabilities of the Depositor which, under the terms of the relevant documents relating to the securitization of such Other Assets, are entitled Personsto 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 priority of distribution or application under applicable law, including insolvency laws, and (ii) whether asserted against Depositor or any other Person owned by the covenant set forth in Depositor), including the preceding clause (i) constitutes payment of post-petition interest on such other obligations and liabilities. This subordination agreement shall be deemed a “subordination agreement” agreement within the meaning of, and subject to, of Section 510(a) of the Bankruptcy Code.. Each Certificateholder, by acceptance of a Certificate, further acknowledges and agrees that no adequate remedy at law exists for a breach of this paragraph and the terms of this paragraph may be enforced by an action for specific performance. The provisions of this paragraph shall be for the third party benefit of those entitled to rely thereon and shall survive the termination of this Agreement. 33 (NAROT 2017-C Amended & Restated Trust Agreement)

No Recourse. (a) Each Certificateholder or Certificate Owner by accepting a Trust Certificate (or any interest therein) acknowledges that such Person’s Trust Certificate (or represents a beneficial interest therein) represents beneficial interests in the Trust only and does not represent interests an interest in or obligations an obligation of the Depositor, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Trust Certificates or the other Basic Documents. Except as expressly provided 37 (2019-B Amended and Restated Trust Agreement) (b) In furtherance of and not in the Basic Documents, none derogation of the Depositorforegoing, the Servicer or the Owner Trustee in their respective individual capacities, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates or extent the Trust’s performance ofDepositor enters into other securitization transactions, or omission to performeach Certificateholder, any obligations or indemnifications contained in the Certificatesby accepting a Trust Certificate, this Agreement or the other Basic Documents, it being expressly understood that such Certificateholder obligations have been made solely by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) acknowledges and agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Certificates, it shall have no claim against right, title or interest in or to any assets or interests therein of the foregoing Depositor (other than the Trust Estate and Reserve Account relating to this transaction) conveyed or purported to be conveyed by the Depositor to another securitization trust or other Person or Persons for any deficiencyin connection therewith (whether by way of a sale, loss capital contribution or claim therefrom. In the event that any by virtue of the foregoing covenants granting of each Certificateholder a lien) (“Other Assets”). To the extent that, notwithstanding the agreements and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a resultprovisions contained herein, a Certificateholder either (i) asserts an interest or Certificate Owner claim to, or benefit from, Other Assets, whether asserted against or through the Depositor or any other Person owned by the Depositor, or (ii) is deemed to have an interest any such interest, claim 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 Federal Bankruptcy Code or any assets of successor provision having similar effect under the Bankruptcy Code), and whether deemed asserted against or through the Depositor or any Affiliate of other Person owned by the Depositor other than the TrustDepositor, then each Certificateholder Certificateholder, by accepting a Trust Certificate, further acknowledges and Certificate Owner agrees that (i) its claim against any such other assets interest, claim or benefit in or from Other Assets is and shall be, and hereby is, subject and subordinate in all respects be expressly subordinated to the rights of other Persons to whom rights in the other assets have been expressly granted, including to the indefeasible payment in full of all amounts owing obligations and liabilities of the Depositor which, under the terms of the relevant documents relating to the securitization of such Other Assets, are entitled Personsto 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 priority of distribution or application under applicable law, including insolvency laws, and (ii) whether asserted against Depositor or any other Person owned by the covenant set forth in Depositor), including the preceding clause (i) constitutes payment of post-petition interest on such other obligations and liabilities. This subordination agreement shall be deemed a “subordination agreement” agreement within the meaning of, and subject to, of Section 510(a) of the Bankruptcy Code. Each Certificateholder, by acceptance of a Trust Certificate, further acknowledges and agrees that no adequate remedy at law exists for a breach of this paragraph and the terms of this paragraph may be enforced by an action for specific performance. The provisions of this paragraph shall be for the third party benefit of those entitled to rely thereon and shall survive the termination of this Agreement.

No Recourse. Each Certificateholder or Certificate Owner by accepting an interest in a Certificate (or any interest therein) acknowledges that such Person’s Certificate (or interest therein) represents Certificates represent beneficial interests in the Trust Issuer only and does do not represent interests in or obligations of the Depositor, the ServicerNMAC (in any capacity), the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Certificates or the other Basic Documents. Except as expressly provided 33 (NAROT 2019-A Amended & Restated Trust Agreement) (a) In furtherance of and not in the Basic Documents, none derogation of the Depositorforegoing, the Servicer or the Owner Trustee in their respective individual capacities, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates or extent the Trust’s performance ofDepositor enters into other securitization transactions, or omission to performeach Certificateholder, any obligations or indemnifications contained in the Certificatesby accepting a Certificate, this Agreement or the other Basic Documents, it being expressly understood that such Certificateholder obligations have been made solely by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) acknowledges and agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Certificates, it shall have no claim against right, title or interest in or to any assets or interests therein of the foregoing Depositor conveyed or purported to be conveyed by the Depositor to another securitization trust or other Person or Persons for any deficiencyin connection therewith (whether by way of a sale, loss capital contribution or claim therefrom. In the event that any by virtue of the foregoing covenants granting of each Certificateholder a lien). To the extent that, notwithstanding the agreements and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a resultprovisions contained herein, a Certificateholder either (i) asserts an interest or Certificate Owner claim to, or benefit from, Other Assets, whether asserted against or through the Depositor or any other Person owned by the Depositor, or (ii) is deemed to have an interest any such interest, claim 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 Federal Bankruptcy Code or any assets of successor provision having similar effect under the Bankruptcy Code), and whether deemed asserted against or through the Depositor or any Affiliate of other Person owned by the Depositor other than the TrustDepositor, then each Certificateholder Certificateholder, by accepting a Certificate, further acknowledges and Certificate Owner agrees that (i) its claim against any such other assets interest, claim or benefit in or from Other Assets is and shall be, and hereby is, subject and subordinate in all respects be expressly subordinated to the rights of other Persons to whom rights in the other assets have been expressly granted, including to the indefeasible payment in full of all amounts owing obligations and liabilities of the Depositor which, under the terms of the relevant documents relating to the securitization of such Other Assets, are entitled Personsto 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 priority of distribution or application under applicable law, including insolvency laws, and (ii) whether asserted against Depositor or any other Person owned by the covenant set forth in Depositor), including the preceding clause (i) constitutes payment of post-petition interest on such other obligations and liabilities. This subordination agreement shall be deemed a “subordination agreement” agreement within the meaning of, and subject to, of Section 510(a) of the Bankruptcy Code. Each Certificateholder, by acceptance of a Certificate, further acknowledges and agrees that no adequate remedy at law exists for a breach of this paragraph and the terms of this paragraph may be enforced by an action for specific performance. The provisions of this paragraph shall be for the third party benefit of those entitled to rely thereon and shall survive the termination of this Agreement.

No Recourse. (a) Each Certificateholder or Certificate Owner by accepting a Trust Certificate (or any interest therein) acknowledges that such Person’s Trust Certificate (or represents a beneficial interest therein) represents beneficial interests in the Trust only and does not represent interests an interest in or obligations an obligation of the Depositor, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Trust Certificates or the other Basic Documents. Except as expressly provided . (b) In furtherance of and not in the Basic Documents, none derogation of the Depositorforegoing, the Servicer or the Owner Trustee in their respective individual capacities, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates or extent the Trust’s performance ofDepositor enters into other securitization transactions, or omission to performeach Certificateholder, any obligations or indemnifications contained in the Certificatesby accepting a Trust Certificate, this Agreement or the other Basic Documents, it being expressly understood that such Certificateholder obligations have been made solely by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) acknowledges and agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Certificates, it shall have no claim against right, title or interest in or to any assets or interests therein of the foregoing Depositor (other than the Trust Estate and Reserve Account relating to this transaction) conveyed or purported to be conveyed by the Depositor to another securitization trust or other Person or Persons for any deficiencyin connection therewith (whether by way of a sale, loss capital contribution or claim therefrom. In the event that any by virtue of the foregoing covenants granting of each Certificateholder a lien) (“Other Assets”). To the extent that, notwithstanding the agreements and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a resultprovisions contained herein, a Certificateholder either (i) asserts an interest or Certificate Owner claim to, or benefit from, Other Assets, whether asserted against or through the Depositor or any other Person owned by the Depositor, or (ii) is deemed to have an interest any such interest, claim 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 Federal Bankruptcy Code or any assets of successor provision having similar effect under the Bankruptcy Code), and whether deemed asserted against or through the Depositor or any Affiliate of other Person owned by the Depositor other than the TrustDepositor, then each Certificateholder Certificateholder, by accepting a Trust Certificate, further acknowledges and Certificate Owner agrees that (i) its claim against any such other assets interest, claim or benefit in or from Other Assets is and shall be, and hereby is, subject and subordinate in all respects be expressly subordinated to the rights of other Persons to whom rights in the other assets have been expressly granted, including to the indefeasible payment in full of all amounts owing obligations and liabilities of the Depositor which, under the terms of the relevant documents relating to the securitization of such Other Assets, are entitled Personsto 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 priority of distribution or application under applicable law, including insolvency laws, and (ii) whether asserted against Depositor or any other Person owned by the covenant set forth in Depositor), including the preceding clause (i) constitutes payment of post-petition interest on such other obligations and liabilities. This subordination agreement shall be deemed a “subordination agreement” agreement within the meaning of, and subject to, of Section 510(a) of the Bankruptcy Code.. Each Certificateholder, by acceptance of a Trust Certificate, further acknowledges and agrees that no adequate remedy at law exists for a breach of this paragraph and the terms of this paragraph may be enforced by an action for specific performance. The provisions of this paragraph shall be for the third party benefit of those entitled to rely thereon and shall survive the termination of this Agreement. 38 (2025-A Amended and Restated Trust Agreement)

No Recourse. (a) Each Certificateholder or Certificate Owner by accepting a Trust Certificate (or any interest therein) acknowledges that such Person’s Trust Certificate (or represents a beneficial interest therein) represents beneficial interests in the Trust only and does not represent interests an interest in or obligations an obligation of the Depositor, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Trust Certificates or the other Basic Documents. Except as expressly provided . (b) In furtherance of and not in the Basic Documents, none derogation of the Depositorforegoing, the Servicer or the Owner Trustee in their respective individual capacities, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates or extent the Trust’s performance ofDepositor enters into other securitization transactions, or omission to performeach Certificateholder, any obligations or indemnifications contained in the Certificatesby accepting a Trust Certificate, this Agreement or the other Basic Documents, it being expressly understood that such Certificateholder obligations have been made solely by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) acknowledges and agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Certificates, it shall have no claim against right, title or interest in or to any assets or interests therein of the foregoing Depositor (other than the Trust Estate and Reserve Account relating to this transaction) conveyed or purported to be conveyed by the Depositor to another securitization trust or other Person or Persons for any deficiencyin connection therewith (whether by way of a sale, loss capital contribution or claim therefrom. In the event that any by virtue of the foregoing covenants granting of each Certificateholder a lien) (“Other Assets”). To the extent that, notwithstanding the agreements and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a resultprovisions contained herein, a Certificateholder either (i) asserts an interest or Certificate Owner claim to, or benefit from, Other Assets, whether asserted against or through the Depositor or any other Person owned by the Depositor, or (ii) is deemed to have an interest any such interest, claim 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 Federal Bankruptcy Code or any assets of successor provision having similar effect under the Bankruptcy Code), and whether deemed asserted against or through the Depositor or any Affiliate of other Person owned by the Depositor other than the TrustDepositor, then each Certificateholder Certificateholder, by accepting a Trust Certificate, further acknowledges and Certificate Owner agrees that (i) its claim against any such other assets interest, claim or benefit in or from Other Assets is and shall be, and hereby is, subject and subordinate in all respects be expressly subordinated to the rights of other Persons to whom rights in the other assets have been expressly granted, including to the indefeasible payment in full of all amounts owing obligations and liabilities of the Depositor which, under the terms of the relevant documents relating to the securitization of such Other Assets, are entitled Personsto 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 priority of distribution or application under applicable law, including insolvency laws, and (ii) whether asserted against Depositor or any other Person owned by the covenant set forth in Depositor), including the preceding clause (i) constitutes payment of post-petition interest on such other obligations and liabilities. This subordination agreement shall be deemed a “subordination agreement” agreement within the meaning of, and subject to, of Section 510(a) of the Bankruptcy Code.. Each Certificateholder, by acceptance of a Trust Certificate, further acknowledges and agrees that no adequate remedy at law exists for a breach of this paragraph and the terms of this paragraph may be enforced by an action for specific performance. The provisions of this paragraph shall be for the third party benefit of those entitled to rely thereon and shall survive the termination of this Agreement. 38 (2019-A Amended and Restated Trust Agreement)

No Recourse. (a) Each Certificateholder or Certificate Owner by accepting a Trust Certificate (or any interest therein) acknowledges that such Person’s Trust Certificate (or represents a beneficial interest therein) represents beneficial interests in the Trust only and does not represent interests an interest in or obligations an obligation of the Depositor, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Trust Certificates or the other Basic Documents. Except as expressly provided . (b) In furtherance of and not in the Basic Documents, none derogation of the Depositorforegoing, the Servicer or the Owner Trustee in their respective individual capacities, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates or extent the Trust’s performance ofDepositor enters into other securitization transactions, or omission to performeach Certificateholder, any obligations or indemnifications contained in the Certificatesby accepting a Trust Certificate, this Agreement or the other Basic Documents, it being expressly understood that such Certificateholder obligations have been made solely by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) acknowledges and agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Certificates, it shall have no claim against right, title or interest in or to any assets or interests therein of the foregoing Depositor (other than the Trust Estate and Reserve Account relating to this transaction) conveyed or purported to be conveyed by the Depositor to another securitization trust or other Person or Persons for any deficiencyin connection therewith (whether by way of a sale, loss capital contribution or claim therefrom. In the event that any by virtue of the foregoing covenants granting of each Certificateholder a lien) (“Other Assets”). To the extent that, notwithstanding the agreements and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a resultprovisions contained herein, a Certificateholder either (i) asserts an interest or Certificate Owner claim to, or benefit from, Other Assets, whether asserted against or through the Depositor or any other Person owned by the Depositor, or (ii) is deemed to have an interest any such interest, claim 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 Federal Bankruptcy Code or any assets of successor provision having similar effect under the Bankruptcy Code), and whether deemed asserted against or through the Depositor or any Affiliate of other Person owned by the Depositor other than the TrustDepositor, then each Certificateholder Certificateholder, by accepting a Trust Certificate, further acknowledges and Certificate Owner agrees that (i) its claim against any such other assets interest, claim or benefit in or from Other Assets is and shall be, and hereby is, subject and subordinate in all respects be expressly subordinated to the rights of other Persons to whom rights in the other assets have been expressly granted, including to the indefeasible payment in full of all amounts owing obligations and liabilities of the Depositor which, under the terms of the relevant documents relating to the securitization of such Other Assets, are entitled Personsto 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 priority of distribution or application under applicable law, including insolvency laws, and (ii) whether asserted against Depositor or any other Person owned by the covenant set forth in Depositor), including the preceding clause (i) constitutes payment of post-petition interest on such other obligations and liabilities. This subordination agreement shall be deemed a “subordination agreement” agreement within the meaning of, and subject to, of Section 510(a) of the Bankruptcy Code.. Each Certificateholder, by acceptance of a Trust Certificate, further acknowledges and agrees that no adequate remedy at law exists for a breach of this paragraph and the terms of this paragraph may be enforced by an action for specific performance. The provisions of this paragraph shall be for the third party benefit of those entitled to rely thereon and shall survive the termination of this Agreement. 38 (2018-A Amended and Restated Trust Agreement)

No Recourse. Each Certificateholder or Certificate Owner by accepting an interest in a Certificate (or any interest therein) acknowledges that such Person’s Certificate (or interest therein) represents Certificates represent beneficial interests in the Trust Issuer only and does do not represent interests in or obligations of the Depositor, the ServicerNMAC (in any capacity), the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Certificates or the other Basic Documents. Except as expressly provided 33 (NAROT 20[ ]-[ ] Amended & Restated Trust Agreement) (a) In furtherance of and not in the Basic Documents, none derogation of the Depositorforegoing, the Servicer or the Owner Trustee in their respective individual capacities, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates or extent the Trust’s performance ofDepositor enters into other securitization transactions, or omission to performeach Certificateholder, any obligations or indemnifications contained in the Certificatesby accepting a Certificate, this Agreement or the other Basic Documents, it being expressly understood that such Certificateholder obligations have been made solely by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) acknowledges and agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Certificates, it shall have no claim against right, title or interest in or to any assets or interests therein of the foregoing Depositor conveyed or purported to be conveyed by the Depositor to another securitization trust or other Person or Persons for any deficiencyin connection therewith (whether by way of a sale, loss capital contribution or claim therefrom. In the event that any by virtue of the foregoing covenants granting of each Certificateholder a lien). To the extent that, notwithstanding the agreements and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a resultprovisions contained herein, a Certificateholder either (i) asserts an interest or Certificate Owner claim to, or benefit from, Other Assets, whether asserted against or through the Depositor or any other Person owned by the Depositor, or (ii) is deemed to have an interest any such interest, claim 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 Federal Bankruptcy Code or any assets of successor provision having similar effect under the Bankruptcy Code), and whether deemed asserted against or through the Depositor or any Affiliate of other Person owned by the Depositor other than the TrustDepositor, then each Certificateholder Certificateholder, by accepting a Certificate, further acknowledges and Certificate Owner agrees that (i) its claim against any such other assets interest, claim or benefit in or from Other Assets is and shall be, and hereby is, subject and subordinate in all respects be expressly subordinated to the rights of other Persons to whom rights in the other assets have been expressly granted, including to the indefeasible payment in full of all amounts owing obligations and liabilities of the Depositor which, under the terms of the relevant documents relating to the securitization of such Other Assets, are entitled Personsto 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 priority of distribution or application under applicable law, including insolvency laws, and (ii) whether asserted against Depositor or any other Person owned by the covenant set forth in Depositor), including the preceding clause (i) constitutes payment of post-petition interest on such other obligations and liabilities. This subordination agreement shall be deemed a “subordination agreement” agreement within the meaning of, and subject to, of Section 510(a) of the Bankruptcy Code. Each Certificateholder, by acceptance of a Certificate, further acknowledges and agrees that no adequate remedy at law exists for a breach of this paragraph and the terms of this paragraph may be enforced by an action for specific performance. The provisions of this paragraph shall be for the third party benefit of those entitled to rely thereon and shall survive the termination of this Agreement.

No Recourse. (a) Each Certificateholder or Certificate Owner by accepting a Certificate (or any interest therein) acknowledges that such Person’s Certificate (or interest therein) represents Certificateholder's Certificates represent beneficial interests in the Trust only and does do not represent interests in or obligations of the Depositor, the ServicerSeller, the Administrator, the Depositor, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Certificates or the other Basic Documents. Except as expressly provided . (b) In furtherance of and not in the Basic Documents, none derogation of the Depositorforegoing, the Servicer or the Owner Trustee in their respective individual capacities, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates or extent the Trust’s performance ofDepositor enters into other securitization transactions, or omission to performeach Certificateholder, any obligations or indemnifications contained in the Certificatesby accepting a Certificate, this Agreement or the other Basic Documents, it being expressly understood that such Certificateholder obligations have been made solely by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) acknowledges and agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Certificates, it shall have no claim against right, title or interest in or to any assets or interests therein of the foregoing Depositor (other than the Trust Estate conveyed or purported to be conveyed by the Depositor to another securitization trust or other Person or Persons for any deficiencyin connection therewith (whether by way of a sale, loss capital contribution or claim therefrom. In the event that any by virtue of the foregoing covenants granting of each Certificateholder a Lien) ("Other Assets"). To the extent that, notwithstanding the agreements and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority provisions contained in the preceding sentences of competent jurisdiction, and, as a resultthis Section, a Certificateholder either (i) asserts an interest or Certificate Owner claim to, or benefit from, Other Assets, whether asserted against or through the Depositor or any other Person owned by the Depositor, or (ii) is deemed to have an interest any such interest, claim 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 Federal Bankruptcy Code or any assets of successor provision having similar effect under the Bankruptcy Code), and whether deemed asserted against or through the Depositor or any Affiliate of other Person owned by the Depositor other than the TrustDepositor, then each Certificateholder Certificateholder, by accepting a Certificate, further acknowledges and Certificate Owner agrees that (i) its claim against any such other assets interest, claim or benefit in or from Other Assets is and shall be, and hereby is, subject and subordinate in all respects be expressly subordinated to the rights of other Persons to whom rights in the other assets have been expressly granted, including to the indefeasible payment in full of all amounts owing obligations and liabilities of the Depositor which, under the terms of the relevant documents relating to the securitization of such Other Assets, are entitled Personsto 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 priority of distribution or application under applicable law, including insolvency laws, and (ii) whether asserted against the covenant set forth in Depositor or any other Person owned by the preceding clause (i) constitutes Depositor), including the payment of post-petition interest on such other obligations and liabilities. This subordination agreement shall be deemed a “subordination agreement” agreement within the meaning of, and subject to, of Section 510(a) of the Bankruptcy Code. Each Certificateholder, by acceptance of a Certificate, further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 11.9(b) and the terms of this Section 11.9(b) may be enforced by an action for specific performance. The provisions of this Section 11.9(b) shall be for the third party benefit of those entitled to rely thereon and shall survive the termination of this Agreement.

No Recourse. Each Certificateholder The Guaranteed Party acknowledges (for itself and its Affiliates and any Person claiming on its or Certificate Owner their behalf or by accepting or through it or them) that the sole asset of Parent is the SKCP Commitment Letter and the Carlyle Commitment Letter, and that no additional funds are expected to be contributed to Parent unless and until the Acceptance Time occurs in accordance with the terms and conditions of the Merger Agreement. Without limiting the rights of the Guaranteed Party under this Limited Guarantee or under the SKCP Commitment Letter and the Carlyle Commitment Letter, and subject to all of the terms, conditions and limitations herein and therein, the Guaranteed Party shall not have any right to cause any assets to be contributed to Parent or Merger Sub by any SK Guarantor, any of any SK Guarantor’s Non-Recourse Parties or any other Person. Notwithstanding anything that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith or otherwise, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party acknowledges and agrees (for itself and its Affiliates and any Person claiming on its or their behalf or by or through it or them) that no Person other than the SK Guarantors and the Guaranteed Party has any liabilities, obligations or commitments of any nature (whether known or unknown, whether due or to become due, absolute, contingent or otherwise) hereunder or in connection herewith (in each case subject to the limitations provided herein), and, notwithstanding the fact that any SK Guarantor and/or its general partner (and any permitted assignee) may be a Certificate partnership, limited liability company or other entity, no recourse shall be had hereunder or under the Merger Agreement or the SKCP Commitment Letter or any document or instrument delivered in connection herewith or therewith or any transactions contemplated hereby or thereby or in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability shall attach to, be imposed upon or otherwise be incurred by (i) the former, current and future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers, general or limited partners, representatives or successors or assignees of any SK Guarantor, Parent or Merger Sub (other than Guarantor, Parent and Merger Sub) or (ii) any former, current or future equity holder, controlling person, director, officer, employee, agent, Affiliate, member, manager, general or limited partner, representative or successor or assignee of any of the foregoing, but not including the SK Guarantors, Parent or Merger Sub (such parties (excluding, for the avoidance of doubt, the SK Guarantors, Carlyle, Parent and Merger Sub), each a “Non-Recourse Party”, and collectively the “Non-Recourse Parties”), through Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate (or partnership or limited liability company) veil, by the enforcement of any interest therein) acknowledges that such Personassessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable law, or otherwise, except for the Guaranteed Party’s Certificate express rights against ▇▇ ▇▇▇▇▇▇ & Co. LLC under the Confidentiality Agreement, subject to and in accordance with the terms and conditions thereof. The Retained Claims shall be the sole and exclusive remedy of the Guaranteed Party and all members of the Company Group (or interest therein) represents beneficial interests as defined in the Trust only SKCP Commitment Letter) against the SK Guarantors and does not represent interests the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, this Limited Guarantee, the SKCP Commitment Letter, the Merger Agreement or the transactions contemplated hereby thereby or in respect of any oral representations made or alleged to be made in connection herewith or therewith. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any Person (including any Person acting in a representative capacity) any rights or remedies against any Person (including any Non-Recourse Party) other than rights or remedies against the SK Guarantors and the Guaranteed Party as expressly set forth herein. Without limiting the foregoing in this Section 8, the Guaranteed Party hereby covenants and agrees that it shall not institute, and shall cause each of its controlled Affiliates and their respective managers, directors and officers, and will direct and request the other members of the DepositorCompany Group, the Servicernot to, the Administratorand shall make adequate provision such that their respective successors and assigns shall not, the Owner Trusteeinstitute, the Indenture Trustee or any Affiliate thereof and no recourse, either in each case directly or indirectly, may be had against such parties any proceeding or their assetsbring any other claim arising under, except as may be expressly set forth or contemplated in connection with, (a) this AgreementLimited Guarantee asserting one or more Expressly Prohibited Claims, or (b) this Limited Guarantee, the Certificates Merger Agreement or the other Basic Documents. Except as expressly provided in the Basic DocumentsSKCP Commitment Letter, none of the Depositor, the Servicer or the Owner Trustee in their respective individual capacitiestransactions contemplated hereby or thereby, against any SK Guarantor or any of their respective partnersthe Non-Recourse Parties, beneficiaries, agents, officers, directors, employees except for Retained Claims. To the maximum extent explicitly permitted or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the distribution of any amount with respect otherwise conceivable under applicable Law (and subject only to the Certificates or the Trust’s performance of, or omission to perform, any obligations or indemnifications contained in the Certificates, this Agreement or the other Basic Documents, it being expressly understood that such Certificateholder obligations have been made solely by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Certificates, it shall have no claim against any specific contractual provisions of the foregoing Persons for any deficiencyMerger Agreement), loss or claim therefrom. In the event that any of the foregoing covenants of each Certificateholder and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a result, a Certificateholder or Certificate Owner is deemed to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the Trust, each Certificateholder and Certificate Owner agrees that (i) the Guaranteed Party, on behalf of itself, its claim against any such other assets shall beAffiliates, and any Persons claiming by, through or on behalf of any of them, hereby iswaives, subject releases and subordinate disclaims any and all claims against all Non-Recourse Parties, including, without limitation, any claims to avoid or disregard the entity form of any SK Guarantor or otherwise seek to impose any liability arising out of, relating to or in all respects to connection with a claim on any Non-Recourse Parties, whether a claim granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the rights of other Persons to whom rights in the other assets have been expressly grantedveil, including to the payment in full of all amounts owing to such entitled Personsunfairness, undercapitalization, or otherwise, and (ii) the covenant Guaranteed Party disclaims any reliance upon any Non-Recourse Parties with respect to the performance of this Limited Guarantee or any representation or warranty made in, in connection with, or as an inducement to this Limited Guarantee. The Guaranteed Party acknowledges that the SK Guarantors are agreeing to enter into this Limited Guarantee in reliance on the provisions set forth in the preceding clause (i) constitutes a “subordination agreement” within the meaning of, and subject to, this Section 510(a) of the Bankruptcy Code8.

No Recourse. Each Certificateholder or Certificate Owner by accepting a Certificate (or any interest therein) acknowledges that such Person’s Certificate (or interest therein) represents beneficial interests in the Trust only and does not represent interests in or obligations of the Depositor, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Certificates or the other Basic Transaction Documents. Except as expressly provided in the Basic Transaction Documents, none of the Depositor, the Servicer or the Owner Trustee in their respective individual capacities, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates or the Trust’s performance of, or omission to perform, any obligations or indemnifications contained in the Certificates, this Agreement or the other Basic Transaction Documents, it being expressly understood that such Certificateholder obligations have been made solely by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) agrees that except as expressly provided in the Basic Transaction Documents, in the event of nonpayment of any amounts with respect to the Certificates, it shall have no claim against any of the foregoing Persons for any deficiency, loss or claim therefrom. In the event that any of the foregoing covenants of each Certificateholder and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a result, a Certificateholder or Certificate Owner is deemed to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the Trust, each Certificateholder and Certificate Owner agrees that (i) its claim against any such other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted, including to the payment in full of all amounts owing to such entitled Persons, and (ii) the covenant set forth in the preceding clause (i) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy Code.Certificateholder

No Recourse. (a) Each Certificateholder or Certificate Owner by accepting a Certificate (or any interest therein) acknowledges that such Person’s Certificate (or interest therein) represents Certificateholder's Certificates represent beneficial interests in the Trust Issuer only and does do not represent interests in or obligations of the Seller, Servicer, Administrator, Depositor, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Certificates or the other Basic Documents. Except as expressly provided . (b) In furtherance of and not in the Basic Documents, none derogation of the Depositorforegoing, the Servicer or the Owner Trustee in their respective individual capacities, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates or the Trust’s performance ofextent Depositor enters into other securitization transactions, or omission to performeach Certificateholder, any obligations or indemnifications contained in the Certificatesby accepting a Certificate, this Agreement or the other Basic Documents, it being expressly understood that such Certificateholder obligations have been made solely by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) acknowledges and agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Certificates, it shall have no claim against right, title or interest in or to any assets or interests therein of Depositor (other than the Trust Estate and Reserve Account relating to this transaction) conveyed or purported to be conveyed by Depositor to another securitization trust or other Person or Persons in connection therewith (whether by way of a sale, capital contribution or by virtue of the foregoing Persons for any deficiencygranting of a lien) ("Other Assets"). To the extent that, loss or claim therefrom. In notwithstanding the event that any agreements and provisions contained in the preceding sentences of the foregoing covenants of each Certificateholder and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a resultthis Section, a Certificateholder either (i) asserts an interest or Certificate Owner claim to, or benefit from, Other Assets, whether asserted against or through Depositor or any other Person owned by Depositor, or (ii) is deemed to have an interest any such interest, claim or benefit in any assets 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 Federal Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), and whether deemed asserted against or through Depositor or any Affiliate of the Depositor other than the TrustPerson owned by Depositor, then each Certificateholder Certificateholder, by accepting a Certificate, further acknowledges and Certificate Owner agrees that (i) its claim against any such other assets interest, claim or benefit in or from Other Assets is and shall be, and hereby is, subject and subordinate in all respects be expressly subordinated to the rights of other Persons to whom rights in the other assets have been expressly granted, including to the indefeasible payment in full of all amounts owing obligations and liabilities of Depositor which, under the terms of the relevant documents relating to the securitization of such Other Assets, are entitled Personsto 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 priority of distribution or application under applicable law, including insolvency laws, and (ii) whether asserted against Depositor or any other Person owned by Depositor), including the covenant set forth in the preceding clause (i) constitutes payment of post-petition interest on such other obligations and liabilities. This subordination agreement shall be deemed a “subordination agreement” agreement within the meaning of, and subject to, of Section 510(a) of the Bankruptcy Code. Each Certificateholder, by acceptance of a Certificate, further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 11.9(b) and the terms of this Section 11.9(b) may be enforced by an action for specific performance. The provisions of this Section 11.9(b) shall be for the third party benefit of those entitled to rely thereon and shall survive the termination of this Agreement.

No Recourse. Each CARAT 2005-SN1 Certificateholder or Certificate Owner by accepting a CARAT 2005-SN1 Certificate (or any interest therein) acknowledges that such Person’s 's CARAT 2005-SN1 Certificate (or interest therein) represents beneficial interests in the Trust only and does not represent interests in or obligations of the DepositorSeller, the Servicer, the Trust Administrator, the CARAT Owner Trustee, the CARAT Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the CARAT 2005-SN1 Certificates or the other CARAT Basic Documents. Except as expressly provided in the CARAT Basic Documents, none of the DepositorSeller, the Servicer Trust Administrator or the CARAT Owner Trustee in their respective individual capacities, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor or shall recourse be had to any of them for, for the distribution of any amount with respect to the CARAT 2005-SN1 Certificates or the Trust’s 's performance of, or omission to perform, any obligations or indemnifications contained in the CARAT 2005-SN1 Certificates, this Agreement or the other CARAT Basic Documents, it being expressly understood that such CARAT 2005-SN1 Certificateholder obligations have been made solely by the Trust. Each CARAT 2005-SN1 Certificateholder by the acceptance of a CARAT 2005-SN1 Certificate (or beneficial interest therein) agrees that except as expressly provided in the CARAT Basic Documents, in the event of nonpayment of any amounts with respect to the CARAT 2005-SN1 Certificates, it shall have no claim against any of the foregoing Persons for any deficiency, loss or claim therefrom. In the event that any of the foregoing covenants of each CARAT 2005-SN1 Certificateholder and CARAT 2005-SN1 Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such CARAT 2005-SN1 Certificateholder or CARAT 2005-SN1 Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a result, a CARAT 2005-SN1 Certificateholder or CARAT 2005-SN1 Certificate Owner is deemed to have an interest in any assets of the Depositor Seller or any Affiliate of the Depositor Seller other than the TrustTrust ("other assets"), each CARAT 2005-SN1 Certificateholder and CARAT 2005-SN1 Certificate Owner agrees that (i) its claim against any such other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly grantedgranted ("entitled Persons"), including to the payment in full of all amounts owing to such entitled Persons, and (ii) the covenant set forth in the preceding clause (i) constitutes a “"subordination agreement” " within the meaning of, and subject to, Section 510(a) of the Bankruptcy Code.

No Recourse. (a) Each Certificateholder or Certificate Owner by accepting a Trust Certificate (or any interest therein) acknowledges that such Person’s Trust Certificate (or represents a beneficial interest therein) represents beneficial interests in the Trust only and does not represent interests an interest in or obligations an obligation of the Depositor, the Servicer, the Administrator, the Owner Trustee, 34 (2006-A Amended and Restated Trust Agreement) the Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Trust Certificates or the other Basic Documents. Except as expressly provided . (b) In furtherance of and not in the Basic Documents, none derogation of the Depositorforegoing, the Servicer or the Owner Trustee in their respective individual capacities, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates or extent the Trust’s performance ofDepositor enters into other securitization transactions, or omission to performeach Certificateholder, any obligations or indemnifications contained in the Certificatesby accepting a Trust Certificate, this Agreement or the other Basic Documents, it being expressly understood that such Certificateholder obligations have been made solely by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) acknowledges and agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Certificates, it shall have no claim against right, title or interest in or to any assets or interests therein of the foregoing Depositor (other than the Trust Estate and Reserve Account relating to this transaction) conveyed or purported to be conveyed by the Depositor to another securitization trust or other Person or Persons for any deficiencyin connection therewith (whether by way of a sale, loss capital contribution or claim therefrom. In the event that any by virtue of the foregoing covenants granting of each Certificateholder a lien) (“Other Assets”). To the extent that, notwithstanding the agreements and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a resultprovisions contained herein, a Certificateholder either (i) asserts an interest or Certificate Owner claim to, or benefit from, Other Assets, whether asserted against or through the Depositor or any other Person owned by the Depositor, or (ii) is deemed to have an interest any such interest, claim 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 Federal Bankruptcy Code or any assets of successor provision having similar effect under the Bankruptcy Code), and whether deemed asserted against or through the Depositor or any Affiliate of other Person owned by the Depositor other than the TrustDepositor, then each Certificateholder Certificateholder, by accepting a Trust Certificate, further acknowledges and Certificate Owner agrees that (i) its claim against any such other assets interest, claim or benefit in or from Other Assets is and shall be, and hereby is, subject and subordinate in all respects be expressly subordinated to the rights of other Persons to whom rights in the other assets have been expressly granted, including to the indefeasible payment in full of all amounts owing obligations and liabilities of the Depositor which, under the terms of the relevant documents relating to the securitization of such Other Assets, are entitled Personsto 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 priority of distribution or application under applicable law, including insolvency laws, and (ii) whether asserted against Depositor or any other Person owned by the covenant set forth in Depositor), including the preceding clause (i) constitutes payment of post-petition interest on such other obligations and liabilities. This subordination agreement shall be deemed a “subordination agreement” agreement within the meaning of, and subject to, of Section 510(a) of the Bankruptcy Code. Each Certificateholder, by acceptance of a Trust Certificate, further acknowledges and agrees that no adequate remedy at law exists for a breach of this paragraph and the terms of this paragraph may be enforced by an action for specific performance. The provisions of this paragraph shall be for the third party benefit of those entitled to rely thereon and shall survive the termination of this Agreement.

No Recourse. (a) Each Certificateholder or Certificate Owner by accepting a Trust Certificate (or any interest therein) acknowledges that such Person’s Trust Certificate (or represents a beneficial interest therein) represents beneficial interests in the Trust only and does not represent interests an interest in or obligations an obligation of the Depositor, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Trust Certificates or the other Basic Documents. Except as expressly provided . (b) In furtherance of and not in the Basic Documents, none derogation of the Depositorforegoing, the Servicer or the Owner Trustee in their respective individual capacities, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates or extent the Trust’s performance ofDepositor enters into other securitization transactions, or omission to performeach Certificateholder, any obligations or indemnifications contained in the Certificatesby accepting a Trust Certificate, this Agreement or the other Basic Documents, it being expressly understood that such Certificateholder obligations have been made solely by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) acknowledges and agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Certificates, it shall have no claim against right, title or interest in or to any assets or interests therein of the foregoing Depositor (other than the Trust Estate and Reserve Account relating to this transaction) conveyed or purported to be conveyed by the Depositor to another securitization trust or other Person or Persons for any deficiencyin connection therewith (whether by way of a sale, loss capital contribution or claim therefrom. In the event that any by virtue of the foregoing covenants granting of each Certificateholder a lien) ("Other Assets"). To the extent that, notwithstanding the agreements and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a resultprovisions contained herein, a Certificateholder either (i) asserts an interest or Certificate Owner claim to, or benefit from, Other Assets, whether asserted against or through the Depositor or any other Person owned by the Depositor, or (ii) is deemed to have an interest any such interest, claim 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 Federal Bankruptcy Code or any assets of successor provision having similar effect under the Bankruptcy Code), and whether deemed asserted against or through the Depositor or any Affiliate of other Person owned by the Depositor other than the TrustDepositor, then each Certificateholder Certificateholder, by accepting a Trust Certificate, further acknowledges and Certificate Owner agrees that (i) its claim against any such other assets interest, claim or benefit in or from Other Assets is and shall be, and hereby is, subject and subordinate in all respects be expressly subordinated to the rights of other Persons to whom rights in the other assets have been expressly granted, including to the indefeasible payment in full of all amounts owing obligations and liabilities of the Depositor which, under the terms of the relevant documents relating to the securitization of such Other Assets, are entitled Personsto 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 priority of distribution or application under applicable law, including insolvency laws, and (ii) whether asserted against Depositor or any other Person owned by the covenant set forth in Depositor), including the preceding clause (i) constitutes payment of post-petition interest on such other obligations and liabilities. This subordination agreement shall be deemed a “subordination agreement” agreement within the meaning of, and subject to, of Section 510(a) of the Bankruptcy Code.. Each Certificateholder, by acceptance of a Trust Certificate, further acknowledges and agrees that no adequate remedy at law exists for a breach of this paragraph and the terms of this paragraph may be enforced by an action for specific

No Recourse. (a) Each Certificateholder or Certificate Owner by accepting a Trust Certificate (or any interest therein) acknowledges that such Person’s Trust Certificate (or represents a beneficial interest therein) represents beneficial interests in the Trust only and does not represent interests an interest in or obligations an obligation of the Depositor, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Trust Certificates or the other Basic Documents. Except as expressly provided 36 (2013-A Amended and Restated Trust Agreement) (b) In furtherance of and not in the Basic Documents, none derogation of the Depositorforegoing, the Servicer or the Owner Trustee in their respective individual capacities, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates or extent the Trust’s performance ofDepositor enters into other securitization transactions, or omission to performeach Certificateholder, any obligations or indemnifications contained in the Certificatesby accepting a Trust Certificate, this Agreement or the other Basic Documents, it being expressly understood that such Certificateholder obligations have been made solely by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) acknowledges and agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the Certificates, it shall have no claim against right, title or interest in or to any assets or interests therein of the foregoing Depositor (other than the Trust Estate and Reserve Account relating to this transaction) conveyed or purported to be conveyed by the Depositor to another securitization trust or other Person or Persons for any deficiencyin connection therewith (whether by way of a sale, loss capital contribution or claim therefrom. In the event that any by virtue of the foregoing covenants granting of each Certificateholder a lien) (“Other Assets”). To the extent that, notwithstanding the agreements and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a resultprovisions contained herein, a Certificateholder either (i) asserts an interest or Certificate Owner claim to, or benefit from, Other Assets, whether asserted against or through the Depositor or any other Person owned by the Depositor, or (ii) is deemed to have an interest any such interest, claim 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 Federal Bankruptcy Code or any assets of successor provision having similar effect under the Bankruptcy Code), and whether deemed asserted against or through the Depositor or any Affiliate of other Person owned by the Depositor other than the TrustDepositor, then each Certificateholder Certificateholder, by accepting a Trust Certificate, further acknowledges and Certificate Owner agrees that (i) its claim against any such other assets interest, claim or benefit in or from Other Assets is and shall be, and hereby is, subject and subordinate in all respects be expressly subordinated to the rights of other Persons to whom rights in the other assets have been expressly granted, including to the indefeasible payment in full of all amounts owing obligations and liabilities of the Depositor which, under the terms of the relevant documents relating to the securitization of such Other Assets, are entitled Personsto 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 priority of distribution or application under applicable law, including insolvency laws, and (ii) whether asserted against Depositor or any other Person owned by the covenant set forth in Depositor), including the preceding clause (i) constitutes payment of post-petition interest on such other obligations and liabilities. This subordination agreement shall be deemed a “subordination agreement” agreement within the meaning of, and subject to, of Section 510(a) of the Bankruptcy Code. Each Certificateholder, by acceptance of a Trust Certificate, further acknowledges and agrees that no adequate remedy at law exists for a breach of this paragraph and the terms of this paragraph may be enforced by an action for specific performance. The provisions of this paragraph shall be for the third party benefit of those entitled to rely thereon and shall survive the termination of this Agreement.