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. 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 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 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 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. 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 The Company acknowledges that the sole assets of MergerCo are cash in a de minimis amount and its rights under the Merger Agreement, and that no additional funds are expected to be contributed to MergerCo unless and until the Closing occurs. Notwithstanding anything that may be expressed or Certificate Owner by accepting a Certificate (implied in this Letter Agreement or any interest therein) acknowledges document or instrument delivered contemporaneously herewith, and notwithstanding the fact that such Person’s Certificate (the Investor may be a partnership or interest therein) represents beneficial interests in the Trust only and does not represent interests in or obligations limited liability company, by its acceptance 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 benefits of this Letter Agreement, the Certificates or the other Basic Documents. Except as expressly provided in the Basic DocumentsCompany acknowledges and agrees that it has no right of recovery against, none of the Depositorand no personal liability shall attach to, the Servicer former, current or the Owner Trustee in their respective individual capacitiesfuture security holders, or any of their respective partnersdirectors, beneficiariesofficers, employees, agents, officersaffiliates, directorsmembers, employees managers, general or successors limited partners or assignsassignees of the Investor, shall be personally liable forMergerCo, nor shall recourse be had to SibCo or any former, current or future security holder, director, officer, employee, general or limited partner, member, manager, affiliate, agent, assignee or representative 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(collectively, loss including SibCo but not including MergerCo, the “Investor Affiliates” or claim therefrom. In the event that any “MergerCo Affiliates”), through MergerCo or otherwise, whether by or through attempted piercing of the foregoing covenants corporate, partnership or limited liability company veil, by or through a claim by or on behalf of each Certificateholder and Certificate Owner is prohibited byMergerCo against the Investor, Investor Affiliates, or declared illegal MergerCo Affiliates, (including a claim to enforce the commitment letter dated as of the date hereof from the Investor and the Other Investors to MergerCo) by the enforcement of any assessment or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court legal or other authority equitable proceeding, by virtue of competent jurisdictionany statue, andregulation or applicable law, as a resultor otherwise, a Certificateholder except for its rights to recover from the Investor (but not the Investor Affiliates or Certificate Owner is deemed MergerCo Affiliates (including any general partner or managing member)) its Merger Agreement Obligations under and to have an interest the extent provided in any assets this Letter Agreement subject to the limitations described herein, and its rights against Other Investors pursuant to the terms of their written letter agreements delivered contemporaneously herewith. Recourse against the Investor under this Letter Agreement and against Other Investors pursuant to the terms of their written letter agreements delivered contemporaneously herewith shall be the sole and exclusive remedy of the Depositor Company and all of its subsidiaries and affiliates against the Investor, the Investor Affiliates, MergerCo, SibCo, and MergerCo Affiliates in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby or hereby. Nothing set forth in this Letter Agreement shall be construed to confer or give to any Affiliate of the Depositor person (including any person acting in a representative capacity) other than the Trust, each Certificateholder Company and Certificate Owner agrees that (i) its claim the Investor any rights or remedies against any such person other assets shall be, than the Company and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been Investor as 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 Codeherein.

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 Notwithstanding anything to the Trust only and does not represent interests in or contrary contained herein, the obligations of the DepositorPurchasers under this Note Purchase Agreement are solely the corporate obligations of the Purchasers and, 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 case of obligations 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 assignsConduit Purchaser other than Commercial Paper, 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 payable at 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 time 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 funds are actually received by, or declared illegal or otherwise unenforceable are available to, the Conduit Purchaser in excess of funds necessary to pay in full all outstanding Commercial Paper and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against the Conduit Purchaser but shall continue to accrue. Each party hereto agrees that the payment of any claim (as defined in Section 101 of the Bankruptcy Code) of 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 party 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 be subordinated to the payment in full of all amounts owing to Commercial Paper. No recourse under any obligation, covenant or agreement of the Conduit Purchaser contained in this Note Purchase Agreement shall be had against any incorporator, stockholder, officer, director, member, manager, employee or agent of the Conduit Purchaser (solely by virtue of such entitled Personscapacity) by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Note Purchase Agreement is solely a corporate obligation of the Conduit Purchaser, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or agent of the Conduit Purchaser (iisolely by virtue of such capacity) or any of them under or by reason of any of the covenant set forth obligations, covenants or agreements of the Conduit Purchaser contained in the preceding clause (i) constitutes a “subordination agreement” within the meaning ofthis Note Purchase Agreement, or implied therefrom, and subject tothat any and all personal liability for breaches by the Conduit Purchaser of any of such obligations, Section 510(a) covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the Bankruptcy Codeexecution of this Note Purchase Agreement; provided that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken by them.

No Recourse. Each Certificateholder a. The Company acknowledges that the sole assets of Parent and Merger Sub are cash in a de minimus amount and its rights under the Merger Agreement, and that no additional funds are expected to be contributed to Parent or Certificate Owner by accepting a Certificate (Merger Sub unless and until the Closing occurs. Notwithstanding anything that may be expressed or implied in this Limited Guarantee or any interest therein) acknowledges document or instrument delivered contemporaneously herewith, and notwithstanding the fact that such Person’s Certificate (the Guarantor may be a partnership or interest therein) represents beneficial interests in the Trust only and does not represent interests in or obligations limited liability company, by its acceptance of the Depositorbenefits of this Limited Guarantee, the ServicerCompany acknowledges and agrees that, other than with respect to the Company’s rights under this Limited Guarantee of Guarantor and under the limited guarantees of the Other Guarantors, it has no right of recovery against, and no liability shall attach to, the Administratorformer, current or future stockholders, directors, officers, employees, agents, affiliates, members, managers, general or limited partners or assignees of the Guarantor, Parent or Merger Sub or any former, current or future stockholder, director, officer, employee, general or limited partner, member, manager, affiliate, agent or assignee of any of the foregoing (collectively, but not including Guarantor, Parent or Merger Sub, each an “Affiliate”), or, other than its right to recover from Guarantor for up to the amount of the Obligations (subject to the Cap and the other limitations described herein), Guarantor, Parent or Merger Sub, through Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate, partnership or limited liability company veil, by or through a claim by or on behalf of Parent or Merger Sub against an Affiliate, Guarantor, Parent or Merger Sub (including a claim to enforce the commitment letter dated as of the date hereof from the Guarantor and the Other Guarantors to Parent) arising under, or in connection with, the Owner TrusteeMerger Agreement or the transactions contemplated thereby or otherwise relating thereto, by the Indenture Trustee enforcement of any assessment or by any Affiliate thereof legal or equitable proceeding, by virtue of any statute, regulation or applicable law, or otherwise. The Company hereby covenants and no recourseagrees that it shall not institute, either directly or indirectly, may be had against such parties and shall cause its respective affiliates not to institute, any proceeding or their assetsbring any other claim arising under, except as may be expressly set forth or contemplated in this Agreementconnection with, 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 Merger Agreement or the transactions contemplated thereby or otherwise relating thereto, against an Affiliate or, 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 than its right to recover from Guarantor for up to the Certificates, it shall have no claim against any amount 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 Obligations (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 Cap and the other assets have been expressly grantedlimitations described herein), including to the payment in full of all amounts owing to such entitled PersonsGuarantor, 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 CodeParent or Merger Sub.

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. 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 Notwithstanding anything to the Trust only and does not represent interests in or contrary contained herein, the obligations of the DepositorConduit Purchasers under this Note Purchase Agreement are solely the corporate obligations of such Conduit Purchaser and, 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 case of the Depositor, the Servicer or the Owner Trustee in their obligations of any Conduit Purchaser other than its respective individual capacities, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assignsCommercial Paper Notes, 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 payable at 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 time 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 funds are actually received by, or declared illegal or otherwise unenforceable are available to, such Conduit Purchaser in excess of funds necessary to pay in full all of its respective outstanding Commercial Paper Notes and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against such Conduit Purchaser but shall continue to accrue. Each party hereto agrees that the payment of any claim (as defined in Section 101 of the Bankruptcy Code) of 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 party 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 be subordinated to the payment in full of all amounts owing to Commercial Paper Notes. No recourse under any obligation, covenant or agreement of any Conduit Purchaser contained in this Note Purchase Agreement shall be had against any incorporator, stockholder, officer, director, member, manager, employee or agent of such entitled PersonsConduit Purchaser (solely by virtue of such capacity) by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Note Purchase Agreement is solely a corporate obligation of each Conduit Purchaser, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or agent of any Conduit Purchaser (iisolely by virtue of such capacity) or any of them under or by reason of any of the covenant set forth obligations, covenants or agreements of such Conduit Purchaser contained in the preceding clause (i) constitutes a “subordination agreement” within the meaning ofthis Note Purchase Agreement, or implied therefrom, and subject tothat any and all personal liability for breaches by such Conduit Purchaser of any of such obligations, Section 510(a) covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the Bankruptcy Codeexecution of this Note Purchase Agreement; provided that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or fraudulent omissions made by them.

No Recourse. Each Certificateholder (a) The Company acknowledges that the sole assets of Parent and Merger Sub are cash in a de minimus amount and its rights under the Merger Agreement, and that no additional funds are expected to be contributed to Parent or Certificate Owner by accepting a Certificate (Merger Sub unless and until the Closing occurs. Notwithstanding anything that may be expressed or implied in this Guarantee or any interest therein) acknowledges document or instrument delivered contemporaneously herewith, and notwithstanding the fact that such Person’s Certificate (or interest therein) represents beneficial interests in the Trust only and does not represent interests in or obligations Guarantor may be a partnership, by its acceptance of the Depositorbenefits of this Guarantee, the ServicerCompany acknowledges and agrees that it has no right of recovery against, and no liability shall attach to, the Administratorformer, current or future stockholders, directors, officers, employees, agents, affiliates, (other than Parent or Merger Sub in connection with a suit for declaratory relief as aforesaid) members, managers, general or limited partners of the Guarantor, Parent or Merger Sub or any former, current or future stockholder, director, officer, employee, general or limited partner, member, manager, affiliate, (other than Parent or Merger Sub in connection with a suit for declaratory relief as aforesaid) of any of the foregoing (collectively, but not including Guarantor, Parent or Merger Sub, each an “Affiliate”), or, other than its right to recover from Guarantor for up to the amount of the Obligations (subject to the Cap and the other limitations described herein) and other than Parent or Merger Sub in connection with a suit for declaratory relief in connection with obtaining payment hereunder from Guarantor, Parent or Merger Sub, through Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate, partnership or limited liability company veil, by or through a claim by or on behalf of Parent or Merger Sub against an Affiliate, Guarantor, Parent or Merger Sub (including a claim to enforce the commitment letter dated as of the date hereof from the Guarantor to Parent) arising under, or in connection with, the Owner TrusteeOffer, the Indenture Trustee Merger Agreement or the transactions contemplated thereby or otherwise relating thereto, by the enforcement of any Affiliate thereof assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable law, or otherwise. The Company hereby covenants and no recourseagrees that it shall not institute, either directly or indirectly, may be had against such parties and shall cause its respective affiliates not to institute, any proceeding or their assetsbring any other claim arising under, except as may be expressly set forth or contemplated in this Agreementconnection with, 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 Merger Agreement or the transactions contemplated thereby or otherwise relating thereto, against an Affiliate or, 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 than its right to recover from Guarantor for up to the Certificates, it shall have no claim against any amount of the foregoing Persons for any deficiency, loss or claim therefrom. In Obligations (subject to the event that any of Cap and the foregoing covenants of each Certificateholder other limitations described herein) 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 TrustParent or Merger Sub in connection with a suit for declaratory relief in connection with obtaining payment hereunder from Guarantor, 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 CodeParent or Merger Sub.

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 The Guaranteed Party by accepting a Certificate (or any interest therein) its acceptance of the benefits hereof, covenants, agrees and acknowledges that such Person’s Certificate no person other than the Guarantor shall have any obligation hereunder and that no recourse hereunder or under any documents or instruments delivered in connection herewith shall be had against any former, current or future director, officer, agent, Affiliate (other than Parent or interest thereinMerger Sub) represents beneficial interests in the Trust only and does not represent interests in or obligations employee of the DepositorGuarantor, against any former, current or future general or limited partner, member, manager or stockholder of the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee Guarantor or any Affiliate thereof and no recourse(other than Parent or Merger Sub) or against any former, either directly current or indirectlyfuture director, may be had against such parties officer, agent, Affiliate, employee, general or their assetslimited partner, except as may be expressly set forth member, manager or contemplated in this Agreement, the Certificates or the other Basic Documents. Except as expressly provided in the Basic Documents, none stockholder 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 (other than Parent or Merger Sub), whether by the enforcement of any deficiencyassessment or by any legal or equitable proceeding, loss or claim therefromby virtue of any statute, regulation or other applicable Law. In The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have no assets and that no funds are expected to be contributed to Parent or Merger Sub unless the event Closing occurs. The Guaranteed Party further agrees that neither it nor any of its Affiliates have any right of recovery against the foregoing covenants Guarantor or any of each Certificateholder and Certificate Owner is prohibited byits former, current or future directors, officers, agents, Affiliates (other than Parent or Merger Sub), general or limited partners, members, managers or stockholders through Parent or Merger Sub or otherwise, whether by piercing of the corporate veil, by a claim on behalf of Parent or Merger Sub against the Guarantor or Parent's members or Affiliates, or declared illegal or otherwise unenforceable otherwise, except for the rights under this Limited Guarantee and its rights against any such Certificateholder or Certificate Owner the Other Guarantors pursuant to the terms of their written limited guarantees delivered contemporaneously herewith. Recourse against the Guarantor 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 this Limited Guarantee shall be the exclusive remedy of the Depositor Guaranteed Party and its Affiliates against the Guarantor and any of its former, current or future directors, officers, agents, Affiliates, general or limited partners, members, managers or stockholders in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby. The Guaranteed Party hereby covenants and agrees that it shall not institute, and it shall cause its Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, against the Guarantor or any Affiliate of its former, current or future directors, officers, agents, Affiliates (other than Parent or Merger Sub), general or limited partners, members, managers or stockholders except for claims against the Depositor Guarantor under this Limited Guarantee. Except as contemplated under SECTION 6, nothing set forth in this Limited Guarantee shall affect or be construed to confer or give any person other than the Trust, each Certificateholder Guarantor and Certificate Owner agrees that the Guaranteed Party (iincluding any person acting in a representative capacity) its claim any rights or remedies 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 Codeperson.

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. 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 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 CRVNA 2022-P3 Trust Agreement 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 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, CRVNA 2022-P3 Grantor Trust Agreement 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 The Company acknowledges that the sole assets of MergerCo are cash in a de minimis amount and its rights under the Merger Agreement, and that no additional funds are expected to be contributed to MergerCo unless and until the Closing occurs. Notwithstanding anything that may be expressed or Certificate Owner by accepting a Certificate (implied in this Letter Agreement or any interest therein) acknowledges document or instrument delivered contemporaneously herewith, and notwithstanding the fact that such Person’s Certificate (the Investor may be a partnership or interest therein) represents beneficial interests in the Trust only and does not represent interests in or obligations limited liability company, by its acceptance 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 benefits of this Letter Agreement, the Certificates Company acknowledges and agrees that it has no right of recovery against, and no personal liability shall attach to, the former, current or the other Basic Documents. Except as expressly provided in the Basic Documentsfuture security holders, none directors, officers, employees, agents, Affiliates, members, managers, general or limited partners or assignees of the Depositor, the Servicer Investor or the Owner Trustee in their respective individual capacitiesany of its Affiliates, or any former, current or future security holder, director, officer, employee, general or limited partner, member, manager, Affiliate, agent, assignee or representative 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(collectively, loss the “Investor Affiliates”), through MergerCo or claim therefrom. In the event that any otherwise, whether by or through attempted piercing of the foregoing covenants corporate, partnership or limited liability company veil, by or through a claim by or on behalf of each Certificateholder and Certificate Owner is prohibited byMergerCo against the Investor, Investor Affiliates, or declared illegal MergerCo Affiliates, by the enforcement of any assessment or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court legal or other authority equitable proceeding, by virtue of competent jurisdictionany statute, andregulation or applicable law, as a resultor otherwise, a Certificateholder or Certificate Owner is deemed except for (a) its rights to have an interest recover from the Investor (but not the Investor Affiliates) its Merger Agreement Obligations under and to the extent provided in any assets this Letter Agreement, subject to the limitations described herein and (b) the Company’s rights against MergerCo under Section 8.14 of the Depositor or Merger Agreement prior to any Affiliate termination of the Depositor Merger Agreement. Recourse against the Investor under this Letter Agreement shall be the sole and exclusive remedy of the Company and all of its subsidiaries and Affiliates against the Investor or the Investor Affiliates in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement. Nothing set forth in this Letter Agreement shall be construed to confer or give to any person (including any person acting in a representative capacity) other than the Trust, each Certificateholder Company and Certificate Owner agrees that (i) its claim the Investor any rights or remedies against any such person other assets shall be, than the Company and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been Investor as 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 Codeherein.

No Recourse. Each Certificateholder The Company covenants, agrees and acknowledges that the sole asset (other than rights under the Merger Agreement, under the agreements contemplated thereby and under the Debt Commitment Letter) of Parent is ownership of the capital stock of Merger Sub and that Merger Sub has no assets, and that no additional funds are expected to be paid, lent or Certificate Owner by accepting a Certificate (contributed to Parent or Merger Sub prior to the Effective Time. Notwithstanding anything that may be expressed or implied in this Limited Guarantee or any interest therein) document or instrument delivered in connection herewith, and notwithstanding the fact that Guarantor is a limited partnership, the Company, by its acceptance of the benefits hereof, covenants, agrees and acknowledges that such Person’s Certificate (no Person other than Guarantor shall have any obligation hereunder and that no recourse or interest therein) represents beneficial interests right of recovery hereunder or under any document or instrument delivered 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 capacitiesconnection herewith, or for any of their respective partnersclaim based on, 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 in respect to the Certificates or the Trust’s performance of, or omission to performby reason of, any such obligations or indemnifications contained their creation, against, and no liability shall be attached to, Parent, Merger Sub or any Guarantor Non-Recourse Party, through Parent, 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 Guarantor Non-Recourse Party, whether by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any applicable Laws, or otherwise. Recourse against Guarantor under this Limited Guarantee (subject to the limitations described herein and subject to any limitations described in the CertificatesMerger Agreement), this recourse against Riverstone Investment Group LLC under the Confidentiality Agreement (subject to the limitations described therein and subject to any limitations described under the Merger Agreement), recourse against the Holders (as defined in the Support Agreement) under the Support Agreement (subject to the limitations described herein, subject to any limitations described in the Support Agreement and subject to any limitations described in the Merger Agreement) and recourse against Parent and Merger Sub under the Merger Agreement (subject to the limitations described therein) shall be the exclusive remedy of the Company and its Affiliates against Guarantor, Parent, Merger Sub and any Guarantor Non-Recourse Party in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the other Basic Documents, it being expressly understood that such Certificateholder obligations have been made solely by the TrustTransactions. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) The Company hereby covenants 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 not institute, and it shall cause its Affiliates not to institute, any proceeding or bring any other 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 byarising under, or declared illegal in connection with, the Merger Agreement or otherwise unenforceable the transactions contemplated thereby, against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdictionGuarantor, andParent, as a result, a Certificateholder or Certificate Owner is deemed to have an interest in any assets of the Depositor Merger Sub or any Affiliate of the Depositor other than the TrustGuarantor Non-Recourse Party, each Certificateholder and Certificate Owner agrees that except for (i) its claim claims against any such other assets shall be, and hereby is, Guarantor under this Limited Guarantee (subject and subordinate in all respects to the rights of other Persons limitations described herein and subject to whom rights any limitations described in the other assets have been expressly grantedMerger Agreement), including to the payment in full of all amounts owing to such entitled Persons, and (ii) claims against Riverstone Investment Group LLC under the covenant set forth Confidentiality Agreement (subject to the limitations described therein and subject to any limitations described under the Merger Agreement), (iii) claims against the Holders (as defined in the preceding clause Support Agreement) under the Support Agreement (subject to the limitations described herein, subject to any limitations described in the Support Agreement and subject to any limitations described in the Merger Agreement) and (iv) claims against Parent and Merger Sub under the Merger Agreement (subject to the limitations described therein) (the foregoing clauses (i) constitutes a – (iv), the “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy CodeRetained Claims”).

No Recourse. Each Certificateholder or Certificate Owner The Guaranteed Party by accepting a Certificate (or any interest therein) its acceptance of the benefits hereof, covenants, agrees and acknowledges that such Person’s Certificate no Person other than the Guarantor shall have any obligation hereunder and that no recourse hereunder or under any documents or instruments delivered in connection herewith shall be had against any former, current or future director, officer, agent, Affiliate (other than Parent or interest thereinMerger Sub) represents beneficial interests in the Trust only and does not represent interests in or obligations employee of the DepositorGuarantor, against any former, current or future general or limited partner, member, manager or stockholder of the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee Guarantor or any Affiliate thereof and no recourse(other than Parent or Merger Sub) or against any former, either directly current or indirectlyfuture director, may be had against such parties officer, agent, Affiliate, employee, general or their assetslimited partner, except as may be expressly set forth member, manager or contemplated in this Agreement, the Certificates or the other Basic Documents. Except as expressly provided in the Basic Documents, none stockholder 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 (other than Parent or Merger Sub), whether by the enforcement of any deficiencyassessment or by any legal or equitable proceeding, loss or claim therefromby virtue of any statute, regulation or other applicable law. In The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have no assets and that no funds are expected to be contributed to Parent or Merger Sub unless the event Closing occurs. The Guaranteed Party further agrees that neither it nor any of its Affiliates have any right of recovery against the foregoing covenants Guarantor or any of each Certificateholder and Certificate Owner is prohibited byits former, current or future directors, officers, agents, Affiliates (other than Parent or Merger Sub), general or limited partners, members, managers or stockholders through Parent or Merger Sub or otherwise, whether by piercing of the corporate veil, by a claim on behalf of Parent or Merger Sub against the Guarantor or Parent’s stockholders or Affiliates, or declared illegal or otherwise unenforceable otherwise, except for the rights under this Limited Guarantee and its rights against any such Certificateholder or Certificate Owner Other Guarantors pursuant to the terms of their written limited guarantees delivered contemporaneously herewith. Recourse against the Guarantor 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 this Limited Guarantee shall be the exclusive remedy of the Depositor Guaranteed Party and its Affiliates against the Guarantor and any of its former, current or future directors, officers, agents, Affiliates, general or limited partners, members, managers or stockholders in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby. The Guaranteed Party hereby covenants and agrees that it shall not institute, and it shall cause its Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, against the Guarantor or any Affiliate of its former, current or future directors, officers, agents, Affiliates (other than Parent or Merger Sub), general or limited partners, members, managers or stockholders except for claims against the Depositor Guarantor under this Limited Guarantee. Except as contemplated under Section 6, nothing set forth in this Limited Guarantee shall affect or be construed to confer or give any Person other than the Trust, each Certificateholder Guarantor and Certificate Owner agrees that the Guaranteed Party (iincluding any Person acting in a representative capacity) its claim any rights or remedies 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 CodePerson.

No Recourse. Each Certificateholder Except as set forth in Section 3.28 of the Company Disclosure Letter and except with respect to delinquent Mortgage Loans with respect to which the VA has notified the Company or Certificate Owner one of its Subsidiaries that it intends to exercise its option to pay the amount guaranteed by accepting the VA and relinquish all rights in the collateral securing such Mortgage Loan to the Company or one of its Subsidiaries ("VA No-Bids"), neither the Company nor any of its Subsidiaries is a Certificate party to: (i) any agreement or arrangement with (or otherwise obligated to) any interest therein) acknowledges that Person, including an Investor or Insurer, to repurchase from any such Person’s Certificate Person (or interest thereineffect any substitution with respect to) represents beneficial interests in any Mortgage Loan, mortgaged property serviced for others, mortgage loan sold by 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, Company or any of their respective partnersits Subsidiaries with servicing released ("Servicing Released Loans") or mortgage loan the servicing rights with respect to which were sold on a bulk or flow basis by the Company or any of its Subsidiaries ("Servicing Sale Loan") or (ii) any agreement, beneficiariesarrangement or understanding to reimburse, agentsindemnify, officerseffect a substitution, directors"make whole" or hold harmless any Person or otherwise assume any liability with respect to any Loss suffered or incurred as a result of any default under or the foreclosure or sale of any Mortgage Loan, employees mortgaged property serviced for others, Servicing Released Loans or successors or assignsServicing Sale Loans, shall be personally liable for, nor shall recourse be had except with respect to any of them forthe Mortgage Loans, the distribution of any amount with respect to the Certificates mortgaged property serviced for others, Servicing Released Loans or the Trust’s performance ofServicing Sale Loans, or omission to perform, any obligations or indemnifications contained described 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 clause (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 or (ii) above, insofar as (A) such obligation to repurchase, reimburse, indemnify, substitute, "make whole," hold harmless or otherwise assume liability is (x) based upon a breach by the covenant Company or any of its Subsidiaries of a contractual representation, warranty or undertaking, or the misfeasance or malfeasance of the Company or any such Subsidiary, and not (y) based solely upon the default under or foreclosure or sale of any such Mortgage Loan, mortgaged property, Servicing Released Loan or Servicing Sale Loan without regard to the occurrence of any such breach, misfeasance or malfeasance or (B) the Company or any such Subsidiary incurs expenses such as legal fees in excess of the reimbursement limits, if any, set forth in the preceding clause (i) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) applicable Mortgage Servicing Agreement. For purposes of the Bankruptcy Code.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 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 The Company acknowledges that, as of the date hereof, each of Parent’s and Merger Sub’s sole assets are a de minimis amount of cash, and that no additional funds are expected to be contributed to Parent unless and until the Closing occurs. Notwithstanding anything that may be expressed or Certificate Owner by accepting a Certificate (implied in this Commitment Agreement or any interest thereindocument or instrument delivered contemporaneously herewith, (i) acknowledges that such Person’s Certificate (or interest therein) represents beneficial interests in no event shall 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, Company or any of their respective partnersits Subsidiaries seek any other Company Damages or any other recovery, beneficiariesjudgment, 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 damages of any amount with respect to the Certificates or the Trust’s performance ofkind, including consequential, indirect, or omission to performpunitive damages, against Parent, Merger Sub or any obligations ACAS or indemnifications contained Parent Affiliate (as defined below) in excess of the Certificates, this Cap in connection with the Merger 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 Personstransactions contemplated thereby, and (ii) by its acceptance of the covenant benefits of this Commitment Agreement, the Company acknowledges and agrees that it has no right of recovery against, and no personal liability shall attach to, in each case, with respect to Company Damages in connection with the Merger Agreement or the transaction contemplated thereby, ACAS or the former, current or future stockholders, controlling persons, directors, officers, employees, agents, affiliates, members, managers, general or limited partners or assignees of ACAS or Parent or any former, current or future stockholder, controlling person, director, officer, employee, general or limited partner, member, manager, affiliate, agent or assignee of any of the foregoing (each an “ACAS or Parent Affiliate”), through Parent or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent against any ACAS or Parent Affiliate, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable law, or otherwise, except for its rights to recover from ACAS (but not any ACAS or Parent Affiliate) under and to the extent provided in this Commitment Agreement and subject to the Cap and the other limitations described herein. Recourse against ACAS under this Commitment Agreement shall be the sole and exclusive remedy of the Company and all of its affiliates against ACAS and ACAS or Parent Affiliates in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby. Nothing set forth in this Commitment Agreement shall confer or give or shall be construed to confer or give to any Person other than the preceding clause Company (iincluding any Person acting in a representative capacity) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy Codeany rights or remedies against any Person other than ACAS as expressly set forth herein.

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 The 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 Borrower under this Agreement, and any certificate, notice, instrument or document delivered pursuant hereto, are obligations solely of the Certificates Borrower and do not constitute a debt or obligation of (and no recourse shall be made with respect to) any direct or indirect equity holder of the Pledgor or any Equity Owner (other Basic than to the extent of any credit support deposited by or on behalf of such equity holder or any Collateral pledged by such equity holder, in each case, in accordance with the P1 Financing Documents. Except ), any RG Facility Entity not wholly-owned by the Borrower (other than to the extent of any Collateral pledged or guarantees issued in support of the Borrower’s obligations by such entity in accordance with the P1 Financing Documents), any other Liquefaction Owner (as expressly provided defined in the Basic Documents, none of the Depositor, the Servicer or the Owner Trustee in their respective individual capacitiesDefinitions Agreement), 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 Affiliates (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 TrustBorrower), each Certificateholder and Certificate or any shareholder, partner, member, officer, director or employee of the Pledgor or any Equity Owner agrees that or such Affiliates (i) its claim collectively, the “Non-Recourse Parties”). No action under or in connection with this Agreement shall be brought against any such other assets shall beNon-Recourse Party, and hereby isno judgment for any deficiency upon the obligations hereunder shall be obtainable by the P1 Intercreditor Agent, subject the P1 Collateral Agent, any Senior Secured Debt Holder Representative or any Senior Secured Debt Holder against any Non-Recourse Party. Notwithstanding the foregoing, it is expressly understood and subordinate agreed that nothing contained in all respects this Section 8.17 shall in any manner or way (a) restrict the remedies available to the rights P1 Intercreditor Agent, any Senior Secured Debt Holder Representative or any Senior Secured Debt Holder to realize upon the Collateral, or constitute or be deemed to be a release of other Persons to whom rights in the other assets have been expressly granted, including to obligations secured by (or impair the payment in full of all amounts owing to such entitled Persons, and (iienforceability of) the covenant Liens and the security interests and possessory rights created by or arising from any Senior Security Document or (b) release, or be deemed to release, any Non-Recourse Party from liability for its own willful misrepresentation, fraudulent actions, gross negligence or willful misconduct or from any of its obligations or liabilities under any P1 Collateral Document to which such Non-Recourse Party is a party. The limitations on recourse set forth in this Section 8.17 shall survive the preceding clause (i) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy CodeDischarge Date.

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 a Certificate (or any interest therein) acknowledges Notwithstanding anything 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 expressed or their assets, except as may be expressly set forth or contemplated implied in this Agreement, no Person other than the Certificates Sponsor shall have any liability for any obligations or the other Basic Documents. Except as expressly provided in the Basic Documentsliabilities hereunder and (a) no recourse hereunder shall be had against any former, none current or future direct or indirect director, officer, employee, agent, partner, manager, member, security holder, Affiliate, stockholder, controlling Person, attorney or Representative of the DepositorSponsor, as applicable, other than the Sponsor, Parent, Merger Sub or their respective successors or assigns under the Merger Agreement (a “Related Party”) or any Related Party of any of the Sponsor’s Related Parties (including without limitation, in respect of any liabilities or obligations arising under, or in connection with the Merger, the Servicer Merger Agreement and the transactions contemplated thereby 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 ofany Legal Proceeding, 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 Documentsincluding without limitation, in the event that either Parent or Merger Sub breaches its obligations under the Merger Agreement and including whether or not Parent’s or Merger Sub’s breach is caused by the breach by the Sponsor of nonpayment his obligations under this Agreement) whether by the enforcement of any amounts with judgment or assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, and (b) no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any Related Party of the Sponsor or any Related Party of the Sponsor’s Related Parties under this Agreement or for any claim based on, in respect of, or by reason of such obligations hereunder or by their creation. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person, other than the Company (solely to the Certificatesextent provided for in the first sentence of Section 6 of this Agreement), it Parent, and the Sponsor, any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. For the avoidance of doubt, this Section 4 shall have no claim against not in any manner limit, restrict or affect any of the foregoing Persons for any deficiency, loss Related Parties’ obligations 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 liabilities 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 bethe Merger Agreement, 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 ofthat certain Equity Contribution and Voting Agreement, and subject to, Section 510(a) dated as of the Bankruptcy Codedate hereof, by and among Parent and Rollover Stockholders (the “Support Agreement”), or (iii) that certain limited guarantee, dated as of the date hereof, by and between the Sponsor and the Company (the “Limited Guarantee”).

No Recourse. Each Certificateholder or Certificate Owner by accepting a Certificate (or Notwithstanding any interest therein) acknowledges that such Person’s Certificate (or interest therein) represents beneficial interests provision in the Trust only and does not represent interests in or obligations this Agreement effective as of the DepositorClosing Date, each of the Servicer, Principal Shareholders hereby irrevocably waives any and all claims and right to recourse against the Administrator, the Owner Trustee, the Indenture Trustee Company 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 its Subsidiaries 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 capacitiesSurviving Corporation, or any of their respective partners, beneficiaries, agents, officers, directorsdirectors and employees, 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 any misrepresentation or breach of any representation, warranty or indemnity, or noncompliance with any conditions, covenants or agreements, given or made by the Certificates Company in this Agreement, any Related Agreement or any other agreements and documents executed and delivered or to be executed and delivered in order to consummate the Merger and the other transactions contemplated hereby. No Principal Shareholder shall be entitled to contribution from, subrogation to or recovery against the Company or any Subsidiary thereof 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 Surviving Corporation with respect to any liability of any Principal Shareholder that may arise under or pursuant to this Agreement, any Related Agreement or any other agreements or documents executed and delivered or to be executed and delivered by the Certificatesparties hereto in connection. In consideration of this Agreement, it shall have no claim against any the Principal Shareholders (collectively, the “Releasing Parties”) release, as of the foregoing Persons for Effective Time, the Company, all Subsidiaries thereof, the Surviving Corporation, all Subsidiaries thereof and their respective officers, directors and employees (the “Released Parties”) from any deficiencyand all claims, loss liabilities and causes of action arising prior to the Effective Time out of their original investments by the Releasing Parties in the Company or claim therefrom. In any actions or omissions to act by the event that any Released Parties in connection with the ownership or operation of the foregoing covenants business of each Certificateholder the Company and Certificate Owner is prohibited byits Subsidiaries; provided, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law that nothing in this Section 6.4 shall be deemed a waiver by any court Principal Shareholder of such Principal Shareholder’s right to indemnification under the Company’s Charter or other authority of competent jurisdictionBylaws, andwith respect to such Principal Shareholder’s position as an officer, as a resultdirector, a Certificateholder employee, agent or Certificate Owner is deemed to have an interest in any assets representative 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 CodeCompany.

No Recourse. Each Certificateholder or Certificate Owner by accepting a Certificate (Except for claims pursuant to the Merger Agreement or any interest thereinTransaction Agreement by any party thereto against any other party thereto, each Party agrees that (a) acknowledges that such Person’s Certificate this Agreement may only be enforced against, and any action for breach of this Agreement may only be brought against, the Parties, and no claims of any nature whatsoever (whether in tort, contract or interest thereinotherwise) represents beneficial interests in arising under or relating to this Agreement, the Trust only negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted against any Company Non-Party Affiliate or any past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative of Acquiror (collectively, the “Acquiror Representatives”) (other than the Holders named as parties hereto, on the terms and does not represent interests in or obligations subject to the conditions set forth herein), and (b) none of the DepositorCompany Non-Party Affiliates or Acquiror Representatives (other than the Holders named as parties hereto, on the terms and subject to the conditions set forth herein) shall have any Liability arising out of or relating to this Agreement, the Servicernegotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the Administrator, negotiation hereof or its subject matter or the Owner Trustee, transactions contemplated hereby. Notwithstanding anything to 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 contrary in this Agreement, the Certificates or the other Basic Documents. Except as expressly provided (i) in the Basic Documents, none of the Depositor, the Servicer or the Owner Trustee in their respective individual capacities, or no event shall 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, Holder have any obligations or indemnifications contained in Liabilities related to or arising out of the Certificatescovenants, agreements, obligations, representations or warranties of any other Holder under this Agreement (including related to or arising out of 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 breach of any amounts with respect to the Certificatessuch covenant, it shall have no claim against any of the foregoing Persons for any deficiencyagreement, loss obligation, representation 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 warranty by any court or other authority of competent jurisdictionHolder), 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) no event shall Tailwind Two have any obligations or Liabilities related to or arising out of the Bankruptcy Codecovenants, agreements, obligations, representations or warrants of any Holder under this Agreement (including related to or arising out of any breach of any such covenant, agreement, obligation, representation or warranty by any such Holder).

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. 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 Landlord, its trustees, officers, related parties, Affiliates 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 its 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, beneficiariesmembers, agentsshareholders, officers, directors, employees or successors or assignsprincipals, disclosed and undisclosed, shall be personally liable for, nor shall recourse be had to any of them for, the distribution of any amount have no personal liability under or in 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 other Basic Documents, it being expressly understood that such Certificateholder obligations have been made solely by the TrustLease. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) Tenant 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 any of the foregoing Persons for any deficiency, loss right to 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 Landlord’s title and interest in the Premises if Landlord is a governmental or quasi-governmental entity, and in such circumstance Landlord expressly consents to Tenant enforcing against Landlord the obligations of Landlord under this Lease pursuant to the Depositor or any Affiliate terms of the Depositor other than the Trust, each Certificateholder and Certificate Owner agrees that Section 19.4 and/or by (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 an action for specific performance; (ii) an action for injunctive relief; (iii) an action for mandamus; and/or (iv) an action for declaratory judgment. If Landlord is not the covenant set forth City of Hollywood, Florida or other governmental entity, and Landlord fails to perform its obligations under this Lease, then, in such event, Tenant shall have all right and remedies provided in this Lease (including without limitation Section 19.4), at law and equity, but Tenant should look only to Landlord’s interest in the preceding clause (i) constitutes Premises and this Lease for satisfaction of Tenant’s remedies or to collect any judgment requiring payment of money by Landlord or such Person under or in connection with this Lease. No other assets of Landlord or such Persons shall be subject to lien, levy, execution or other enforcement procedure for the satisfaction of Xxxxxx’s remedies or the collection of any judgment under or in connection with this Lease. If Tenant acquires a “subordination agreement” within lien on such other property or assets by judgment or otherwise, Tenant shall promptly release that lien by signing, acknowledging and delivering to Landlord any instrument, prepared by Landlord, required for the meaning oflien to be released. Tenant, its Affiliates and its and their partners, members, shareholders, officers, directors and principals, direct or indirect, disclosed and undisclosed, shall have no personal liability under or in connection with this Lease. Notwithstanding anything herein to the contrary, Landlord shall look only to Tenant’s interest in the Private Facilities, applicable policies of insurance and surety bonds or other security and this Lease for satisfaction of Landlord’s remedies or to collect any judgment requiring payment of money by Tenant or such Person as a result of any Event of Default under or in connection with this Lease. No other assets of Tenant or such Persons shall be subject toto lien, Section 510(a) levy, execution or other enforcement procedure for the satisfaction of Landlord’s remedies or the Bankruptcy Codecollection of any judgment under or in connection with this Lease. If Landlord acquires a lien on such other property or assets by judgment or otherwise, Landlord shall promptly release that lien by signing, acknowledging and delivering to Tenant any instrument, prepared by Xxxxxx, required for the lien to be released.

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 If 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 Certificateholder or Certificate Owner Certificateholder, by accepting a Certificate (or any interest therein) acknowledges shall agree that such Person’s 's Certificate (or interest therein) represents represent beneficial interests in the Trust only and does do 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 Certificate or the other Basic Documents. Except as expressly provided in the Basic Documents, none of neither the Depositor, 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 to, or the Trust’s performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in the Certificates, Certificate or this Agreement or the other Basic DocumentsAgreement, it being expressly understood that such Certificateholder said covenants, obligations and indemnifications have been made by the Owner Trustee solely by as the Owner Trustee in the assets of the Trust. 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 CertificatesCertificate, 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 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 Certificateholder Notwithstanding anything to the contrary in this Agreement, no Person other than the parties hereto shall have any liability for any obligations or Certificate Owner liabilities hereunder and (a) notwithstanding that a Stockholder may be a partnership or limited liability company, no recourse hereunder or under any documents or instruments delivered in connection herewith shall be had against any former, current or future direct or indirect director, officer, employee, agent, partner, manager, member, securityholder, Affiliate, stockholder, controlling Person, attorney or representative of such Stockholder, other than the Stockholder itself and the Company and its Subsidiaries (any such Person or entity, other than any Stockholder or the Company or its Subsidiaries, or its permitted assignees, a “Stockholder Related Party”) or any Stockholder Related Party of any of such Stockholder’s Stockholder Related Parties (including, without limitation, in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement and the transactions contemplated thereby or with respect to any legal, administrative, arbitral or other claim, action, suit, litigation, proceeding or governmental or regulatory investigations of any nature related hereto or thereto, including, without limitation, in the event that the Company breaches its obligations under the Merger Agreement and including whether or not such breach is caused by accepting the breach by Stockholder of its obligations under this Agreement) whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, (b) no personal liability whatsoever shall attach to, be imposed on or otherwise incurred by any Stockholder Related Party of the Stockholder, or any Stockholder Related Party of any Stockholder’s Stockholder Related Parties under this Agreement or any documents or instruments delivered in connection herewith or with the Merger Agreement or for any claim based on, in respect of, or by reason of such obligations hereunder or by their creation and (c) Specific Performance in accordance with the terms of Section 18 shall be the sole and exclusive remedy of Parent and its Affiliates against any Stockholder in respect of any claims arising under, or in connection with, Section 5(a) of this Agreement. For the avoidance of doubt, the parties hereto agree that (x) any claim by Parent or its Affiliates seeking a Certificate monetary remedy against Stockholder with respect to Section 5(a) of this Agreement (or any interest thereinother remedy with respect to Section 5(a) acknowledges of this Agreement other than Specific Performance in accordance with Section 18) is expressly prohibited by this Agreement (all such claims, “Expressly Prohibited Claims”) and (y) any claim by Parent or its Affiliates against any Stockholder or Stockholder Related Party in respect of or arising out of this Agreement or the Merger Agreement is expressly prohibited, except for claims against the Stockholder under this Agreement in accordance with the terms hereof. Without limiting the foregoing, Parent hereby covenants and agrees, on behalf of itself and its Affiliates and equityholders, that it shall not institute, and shall make adequate provision such Person’s Certificate (or interest therein) represents beneficial interests in the Trust only that its successors and does not represent interests in or obligations of the Depositorpermitted assigns shall not, the Servicerinstitute, 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 any proceeding or their assets, except as may be expressly set forth or contemplated in this Agreement, the Certificates or the bring any 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 capacitiesclaim arising under, 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 Certificatesconnection with, this Agreement asserting one 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 Codemore Expressly Prohibited Claims.

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 AART Basic Documents. Except as expressly provided in the AART Basic 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 AART Basic Documents, it being expressly understood that such Certificateholder obligations have Table of Contents 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 AART 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 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 CARAT 200_-_ Certificateholder or Certificate Owner by accepting a CARAT 200_-_ Certificate (or any interest therein) acknowledges that such Person’s 's CARAT 200_-_ 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 200_-_ 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 200_-_ Certificates or the Trust’s 's performance of, or omission to perform, any obligations or indemnifications contained in the CARAT 200_-_ Certificates, this Agreement or the other CARAT Basic Documents, it being expressly understood that such CARAT 200_-_ Certificateholder obligations have been made solely by the Trust. Each CARAT 200_-_ Certificateholder by the acceptance of a CARAT 200_-_ 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 200_-_ 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 200_-_ Certificateholder and CARAT 200_-_ Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such CARAT 200_-_ Certificateholder or CARAT 200_-_ Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a result, a CARAT 200_-_ Certificateholder or CARAT 200_-_ 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 200_-_ Certificateholder and CARAT 200_-_ 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 Master Owner Trust Certificateholder or Certificate Owner by accepting a Master Owner Trust Certificate (or any interest therein) acknowledges that such Person’s 's Master Owner Trust Certificate (or interest therein) represents beneficial interests in the Master Owner Trust only and does not represent interests in or obligations of the DepositorSeller, the Servicer, the Administrator, the Master Owner 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 Master Owner Trust Certificates or the other Basic Issuer Documents. Except as expressly provided in the Basic Issuer Documents, none of neither the DepositorSeller, the Servicer or nor the Master Owner Trust 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 Master Owner Trust Certificates, or the Trust’s Master Owner Trust Trustee's performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in the Certificates, Master Owner Trust 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 TrustMaster Owner Trust Trustee solely in its capacity as the Master Owner Trust Trustee. Each Master Owner Trust Certificateholder by the acceptance of a Master Owner Trust Certificate (or beneficial interest therein) agrees that shall agree that, except as expressly provided in the Basic Issuer Documents, in the event case of nonpayment of any amounts with respect to the Master Owner Trust 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 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. 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 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 neither the Depositor, 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 TrustTrust (“other assets”), each Certificateholder and an 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 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 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 Certificates or the other Basic CARAT Transaction Documents. Except as expressly provided in the Basic CARAT Transaction Documents, none of the Depositor, the Servicer 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 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 CARAT 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 CARAT 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 Certificate (or interest therein) represents beneficial interests in Notwithstanding anything to 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 contrary contained in this Agreement, the Certificates or the other Basic Documents. Except as expressly provided in the Basic Documents, (a) none of the DepositorSeller Related Parties nor any of their respective subsidiaries, affiliates, directors, officers, employees, agents, partners, managers, members or stockholders shall have any rights or claims against any Financing Source in any way relating to this Agreement or any of the Servicer transactions contemplated hereby, or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Debt Commitment Letter or the Owner Trustee performance thereof or the financings contemplated thereby, whether at law or equity, in their respective individual capacitiescontract, in tort or otherwise and (b) no Financing Source shall have any liability to any Seller Related Party or any of their respective partnerssubsidiaries, beneficiariesaffiliates, directors, officers, employees, agents, officerspartners, directorsmanagers, employees members or successors stockholders for any obligations or assignsliabilities under this Agreement or for any claim based on, shall be personally liable for, nor shall recourse be had to any of them for, the distribution of any amount with in respect to the Certificates or the Trust’s performance of, or omission by reason of, the transactions contemplated hereby or in respect of any oral representations made or alleged 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 in connection herewith or therewith, including any dispute arising out of or relating in any way to the Trust. Each Certificateholder by Debt Commitment Letter or the acceptance of a Certificate (performance thereof or beneficial interest therein) agrees that except as expressly provided in the Basic Documentsfinancings contemplated thereby, whether at law or equity, in the event of nonpayment of any amounts with respect to the Certificatescontract, it shall in tort or otherwise. (This space intentionally left blank; Signature pages follow) The Parties have no claim against any duly executed this Agreement as of the foregoing Persons for any deficiencydate first set forth above. PURCHASER AMERICAN BUILDERS & CONTRACTORS SUPPLY CO., loss or claim therefrom. In the event that any INC., a Delaware corporation By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: President and CEO PURCHASER SIGNATURE PAGE TO PURCHASE AGREEMENT SELLER USG Corporation, a Delaware corporation By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chairman, President and Chief Executive Officer SELLER SIGNATURE PAGE TO PURCHASE AGREEMENT EXHIBIT A Certain Definitions For purposes 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 Agreement (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.this Exhibit A):

No Recourse. Each Certificateholder Notwithstanding anything that may be expressed or Certificate Owner implied in this Guarantee Agreement, the Lender, by accepting a Certificate its acceptance of the benefits of this Guarantee Agreement, covenants, agrees and acknowledges that no Person other than Guarantor (or its permitted transferees or assignees) shall have any interest therein) acknowledges obligation under this Guarantee Agreement and that, notwithstanding that such Person’s Certificate (Guarantor may be a limited partnership, no recourse hereunder or interest therein) represents beneficial interests under any documents or instruments delivered 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 connection herewith shall be had against such parties any former, current or their assetsfuture director, except as may be expressly set forth officer, employee, agent, general or contemplated in this Agreementlimited partner, the Certificates manager, member, stockholder, other direct or the indirect beneficial owner, affiliate or assignee of Guarantor undersigned or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, other Basic Documents. Except as expressly provided in the Basic Documentsdirect or indirect beneficial owner, none affiliate or assignee of any of the Depositorforegoing, whether by the Servicer enforcement of any assessment or the Owner Trustee in their respective individual capacitiesby any legal or equitable proceeding, 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 by virtue of any amount with respect to the Certificates statute, regulation or the Trust’s performance of, other applicable law or omission to perform, any obligations or indemnifications contained in the Certificates, this Agreement or the other Basic Documentsotherwise, it being expressly understood agreed and acknowledged that such Certificateholder no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, other direct or indirect beneficial owner, affiliate or assignee of Guarantor or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, other direct or indirect beneficial owner, affiliate or assignee of any of the foregoing, as such, for any obligations have been made solely by the Trust. Each Certificateholder by the acceptance of a Certificate (Guarantor under this Guarantee Agreement or beneficial interest therein) agrees that except as expressly provided any documents or instruments delivered in the Basic Documentsconnection herewith or for any claim based on, in respect of, or by reason of such obligation or their creation. Notwithstanding the event of nonpayment of any amounts foregoing, nothing in this Section 9 is intended to limit Obligor’s or Guarantor’s obligations, Lender’s right to seek recourse 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, andobligations, 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 Margin Loan Documentation or Lender’s rights, remedies or recourse against the meaning of, Collateral. The Lender acknowledges and subject to, agrees that Guarantor is agreeing to enter into this Guarantee Agreement in reliance on the provisions set forth in this Section 510(a) 9 and that this Section 9 shall survive the termination of the Bankruptcy Codethis Guarantee Agreement.

No Recourse. Each Certificateholder The Company acknowledges that the sole assets of Parent are cash in a de minimis amount and its rights under the Merger Agreement, and that no additional funds are expected to be contributed to Parent unless and until the Closing occurs. Notwithstanding anything that may be expressed or Certificate Owner by accepting a Certificate (implied in this Letter Agreement or any interest therein) acknowledges document or instrument delivered contemporaneously herewith, and notwithstanding the fact that such Person’s Certificate (the Fund may be a partnership or interest therein) represents beneficial interests in the Trust only and does not represent interests in or obligations limited liability company, by its acceptance 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 benefits of this Letter Agreement, the Certificates or the other Basic Documents. Except as expressly provided in the Basic DocumentsCompany acknowledges and agrees that it has no right of recovery against, none of the Depositorand no personal liability shall attach to, the Servicer former, current or the Owner Trustee in their respective individual capacitiesfuture security holders, or any of their respective partnersdirectors, beneficiariesofficers, employees, agents, officersaffiliates, directorsmembers, employees managers, general or successors limited partners or assignsassignees of the Fund, shall be personally liable forParent, nor shall recourse be had to Merger Sub or any former, current or future security holder, director, officer, employee, general or limited partner, member, manager, affiliate, agent, assignee or representative 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(collectively, loss the “Fund Affiliates” or claim therefrom. In the event that any “Parent Affiliates”), through Parent or otherwise, whether by or through attempted piercing of the foregoing covenants corporate, partnership or limited liability company veil, by or through a claim by or on behalf of each Certificateholder and Certificate Owner is prohibited byParent or Merger Sub against the Fund, Fund Affiliates, or declared illegal Parent Affiliates, (including a claim to enforce the commitment letter dated as of the date hereof from the Fund) by the enforcement of any assessment or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court legal or other authority equitable proceeding, by virtue of competent jurisdictionany statue, andregulation or applicable law, as a resultor otherwise, a Certificateholder except for its rights to recover from the Fund (but not the Fund Affiliates or Certificate Owner is deemed Parent Affiliates (including any general partner or managing member)) the Parent Termination Fee or the Parent Financing Termination Fee under and to have an interest the extent provided in any assets this Letter Agreement subject to the limitations described herein. Recourse against the Fund under this Letter Agreement shall be the sole and exclusive remedy of the Depositor Company and all of its subsidiaries and affiliates against the Fund, the Fund Affiliates, Parent, Merger Sub, and Parent Affiliates in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby or hereby. Nothing set forth in this Letter Agreement shall be construed to confer or give to any Affiliate of the Depositor person (including any person acting in a representative capacity) other than the Trust, each Certificateholder Company and Certificate Owner agrees that (i) its claim the Fund any rights or remedies against any such person other assets shall be, than the Company and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been Fund as 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 Codeherein.

No Recourse. Each CARAT 200_-__ Certificateholder or Certificate Owner by accepting a CARAT 200_-__ Certificate (or any interest therein) acknowledges that such Person’s 's CARAT 200_-__ 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 CARAT 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 200_-__ Certificates or the other CARAT Basic Documents. Except as expressly provided in the CARAT Basic Documents, none of the DepositorSeller, the Servicer 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 200_-__ Certificates or the Trust’s 's performance of, or omission to perform, any obligations or indemnifications contained in the CARAT 200_-__ Certificates, this Agreement or the other CARAT Basic Documents, it being expressly understood that such CARAT 200_-__ Certificateholder obligations have been made solely by the Trust. Each CARAT 200_-__ Certificateholder by the acceptance of a CARAT 200_-__ 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 Certificates, CARAT 200_-__ 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 200_-__ Certificateholder and CARAT 200_-__ Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such CARAT 200_-__ Certificateholder or CARAT 200_-__ Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a result, a CARAT 200_-__ Certificateholder or CARAT 200_-__ 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 200_-__ Certificateholder and CARAT 200_-__ 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 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 Landlord, its trustees, officers, related parties, Affiliates 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 its 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, beneficiariesmembers, agentsshareholders, officers, directors, employees or successors or assignsprincipals, disclosed and undisclosed, shall be personally liable for, nor shall recourse be had to any of them for, the distribution of any amount have no personal liability under or in 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 other Basic Documents, it being expressly understood that such Certificateholder obligations have been made solely by the TrustLease. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) Tenant 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 any of the foregoing Persons for any deficiency, loss right to 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 Landlord’s title and interest in the Premises if Landlord is a governmental or quasi-governmental entity, and in such circumstance Landlord expressly consents to Tenant enforcing against Landlord the obligations of Landlord under this Lease pursuant to the Depositor or any Affiliate terms of the Depositor other than the Trust, each Certificateholder and Certificate Owner agrees that Section 20.4 and/or by (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 an action for specific performance; (ii) an action for injunctive relief; (iii) an action for mandamus; and/or (iv) an action for declaratory judgment. If Landlord is not the covenant set forth City of Hollywood, Florida or other governmental entity, and Landlord fails to perform its obligations under this Lease, then, in such event, Tenant shall have all right and remedies provided in this Lease (including without limitation Section 20.4), at law and equity, but Tenant should look only to Landlord’s interest in the preceding clause Premises and this Lease (iand the rents and other revenues derived therefrom) constitutes for satisfaction of Tenant’s remedies or to‌ collect any judgment requiring payment of money by Landlord or such Person under or in connection with this Lease. No other assets of Landlord or such Persons shall be subject to lien, levy, execution or other enforcement procedure for the satisfaction of Xxxxxx’s remedies or the collection of any judgment under or in connection with this Lease. If Tenant acquires a “subordination agreement” within lien on such other property or assets by judgment or otherwise, Tenant shall promptly release that lien by signing, acknowledging and delivering to Landlord any instrument, prepared by Landlord, required for the meaning oflien to be released. Tenant, its Affiliates and its and their partners, members, shareholders, officers, directors and principals, direct or indirect, disclosed and undisclosed, shall have no personal liability under or in connection with this Lease. Notwithstanding anything herein to the contrary, Landlord shall look only to Tenant’s interest in the Private Facilities, applicable policies of insurance and surety bonds or other security and this Lease for satisfaction of Landlord’s remedies or to collect any judgment requiring payment of money by Tenant or such Person as a result of any Event of Default under or in connection with this Lease. No other assets of Tenant or such Persons shall be subject toto lien, Section 510(a) levy, execution or other enforcement procedure for the satisfaction of Landlord’s remedies or the Bankruptcy Codecollection of any judgment under or in connection with this Lease. If Landlord acquires a lien on such other property or assets by judgment or otherwise, Landlord shall promptly release that lien by signing, acknowledging and delivering to Tenant any instrument, prepared by Xxxxxx, required for the lien to be released.

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 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 Certificateholder, by accepting a Certificate (or any interest therein) acknowledges shall agree that such Person’s Certificate (or interest therein) represents represent beneficial interests in the Trust only and does do not represent interests in or obligations of the Seller, the Depositor, the Servicer, the Administrator, the Owner Trustee, the Delaware 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 Certificate or the other Basic Documents. Except as expressly provided in the Basic Documents, none of neither the Depositor, 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 to, or the Trust’s performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in the Certificates, Certificate 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 Trust. 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 CertificatesCertificate, 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 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 Certificateholder Other than with respect to any Retained Claim (as hereinafter defined), the Company acknowledges and agrees that: (a) no Person other than the Guarantors (and the legal successors and assigns of their obligations hereunder) shall have any obligations under or Certificate Owner in connection with this Guarantee notwithstanding the fact that the Guarantors may be partnerships or limited liability companies, (b) the Guarantors shall have no obligations under or in connection with this Guarantee except as expressly provided by accepting a Certificate this Guarantee, (c) Parent has no assets other than the Equity Commitment Letters and (d) no personal liability shall attach to, and no recourse shall be had by the Company, any of its Subsidiaries or any interest thereinPerson purporting to claim by or through any of them or for the benefit of any of them under any theory of liability (including without limitation by attempting to xxxxxx a corporate, limited liability company or partnership veil, or attempting otherwise to avoid or disregard the entity form of any Non-Recourse Party, whether by theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, unfairness undercapitalization or otherwise, by attempting to compel Parent or Merger Sub to enforce any rights that they may have against any Person, by attempting to enforce any assessment, or by attempting to enforce any purported right at law or in equity, whether sounding in contract, tort, statute or otherwise) acknowledges against any Non-Recourse Party (as hereinafter defined) in any way under or in connection with this Guarantee, the Merger Agreement, the Equity Commitment Letters, or any other agreement or instrument delivered in connection with this Guarantee, the Merger Agreement or the Equity Commitment Letters, or the transactions contemplated hereby or thereby (whether at law or in equity, whether sounding in contract, tort, statute or otherwise). The Company hereby covenants and agrees that it shall not, and shall cause its Subsidiaries to not, institute any proceeding or bring any other claim arising under, or in connection with, this Guarantee, the Merger Agreement or the transactions contemplated thereby, or the Equity Commitment Letters or the transactions contemplated thereby (whether at law or in equity, whether sounding in contract, tort, statute or otherwise), against any Guarantor or any Non-Recourse Party except for claims that the Company may assert: (i) against any Non-Recourse Party that is party or subject to, and solely pursuant to the terms of, the Confidentiality Agreement; (ii) against a Guarantor (and its legal successors and assigns of its obligations hereunder) under, and pursuant to the terms of, this Guarantee (subject in each case to each such PersonGuarantor’s Certificate Cap); (iii) against a Guarantor for specific performance of such Guarantor’s obligation under each Equity Commitment Letter to fund its commitment thereunder in accordance with and pursuant to Section 5(ii) or interest therein5(iii) represents beneficial interests thereof; and (iv) against Parent or Merger Sub in accordance with and pursuant to the terms of the Merger Agreement (the claims described in clauses (i) through (iv) collectively, the “Retained Claims”); provided, however, that in the Trust only event that a Guarantor (x) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (y) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of any Guarantor’s remaining net assets is less than the amount of the Cap and the transferee thereof does not represent interests in or obligations of the Depositorassume, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, such Guarantor’s obligations hereunder, then, and in each such case, the Company may be had seek recourse, whether by the enforcement of any judgment, order, decree or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable law, against such parties continuing or their assetssurviving Person (in either case, except a “Successor”), as the case may be be, but only to the extent of such Guarantor’s unpaid liability hereunder up to such Guarantor’s Cap and subject to the other limitations expressly set forth herein. As used herein, unless otherwise specified, the term Guarantor shall include each Successor. The Retained Claims shall be the sole and exclusive remedy (whether at law or contemplated in equity, whether sounding in contract, tort, statute or otherwise) of the Company, all of its Subsidiaries and any Person purporting to claim by or through any of them or 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 or in connection with this Guarantee, the Merger 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 capacitiesEquity Commitment Letters, or any other agreement or instrument delivered in connection with this Guarantee, the Merger Agreement or the Equity Commitment Letters, or the transactions contemplated hereby or thereby. To the fullest extent permitted by Law, the Company, on behalf of their itself and its security holders and Subsidiaries, hereby releases and forever discharges all claims (other than Retained Claims) that the Company or any of its Subsidiaries has had, now has or might in the future have against any Non-Recourse Party arising in any way under or in connection with this Guarantee, the Merger Agreement, the Equity Commitment Letters, or any other agreement or instrument delivered in connection with this Guarantee, the Merger Agreement or the Equity Commitment Letters, or the transactions contemplated hereby or thereby. As used herein, the term “Non-Recourse Parties” means, collectively, Parent, Merger Sub, the Guarantors, and any of the foregoing’s respective partnersformer, beneficiariescurrent or future equity holders, controlling persons, directors, officers, employees, agents, officersgeneral or limited partners, managers, management companies, members, stockholders, Affiliates or assignees and any and all former, current or future equity holders, controlling persons, directors, employees officers, employees, agents, general or successors limited partners, managers, management companies, members, stockholders, Affiliates or assigns, shall be personally liable for, nor shall recourse be had to any assignees 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 foregoing, and any deficiencyand all former, loss current or claim therefrom. In the event that future heirs, executors, administrators, trustees, successors or assigns of 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 beforegoing, and hereby is, subject and subordinate any financial institution which provides or is committed to provide financing in all respects connection with the transactions contemplated by the Merger Agreement. This Section 9 shall survive any termination of this Guarantee pursuant 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 Code8 hereof.

No Recourse. Each CARAT 2007-SN1 Certificateholder or Certificate Owner by accepting a CARAT 2007-SN1 Certificate (or any interest therein) acknowledges that such Person’s 's CARAT 2007-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 2007-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 2007-SN1 Certificates or the Trust’s 's performance of, or omission to perform, any obligations or indemnifications contained in the CARAT 2007-SN1 Certificates, this Agreement or the other CARAT Basic Documents, it being expressly understood that such CARAT 2007-SN1 Certificateholder obligations have been made solely by the Trust. Each CARAT 2007-SN1 Certificateholder by the acceptance of a CARAT 2007-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 2007-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 2007-SN1 Certificateholder and CARAT 2007-SN1 Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such CARAT 2007-SN1 Certificateholder or CARAT 2007-SN1 Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a result, a CARAT 2007-SN1 Certificateholder or CARAT 2007-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 2007-SN1 Certificateholder and CARAT 2007-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. Each Master Owner Trust Certificateholder or Certificate Owner by accepting a Master Owner Trust Certificate (or any interest therein) acknowledges that such Person’s Master Owner Trust Certificate (or interest therein) represents beneficial interests in the Master Owner Trust only and does not represent interests in or obligations of the DepositorSeller, the Servicer, the Administrator, the Master Owner 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 Master Owner Trust Certificates or the other Basic Issuer Documents. Except as expressly provided in the Basic Issuer Documents, none of neither the DepositorSeller, the Servicer or nor the Master Owner Trust 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 Master Owner Trust Certificates, or the TrustMaster Owner Trust Trustee’s performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in the Certificates, Master Owner Trust 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 TrustMaster Owner Trust Trustee solely in its capacity as the Master Owner Trust Trustee. Each Master Owner Trust Certificateholder by the acceptance of a Master Owner Trust Certificate (or beneficial interest therein) agrees that shall agree that, except as expressly provided in the Basic Issuer Documents, in the event case of nonpayment of any amounts with respect to the Master Owner Trust 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 Issuing Entity 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 Issuing Entity Documents. Except as expressly provided in the Basic Issuing Entity Documents, none of neither the Depositor, 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 on behalf of the Issuing Entity. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) agrees that shall agree that, except as expressly provided in the Basic Issuing Entity 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 Holder by accepting a the Class A Note or Residual Interest Certificate (or any interest therein) acknowledges that such PersonHolder’s Class A Note and/or the Residual Interest Certificate represent (i) in the case of a Class A Note, the right to receive distributions from the Trust with respect to the payment obligations of the Trust in respect of principal, Fixed Interest and Contingent Interest thereon pursuant to Section 5.02, or (ii) in the case of the Residual Interest Certificate, a beneficial ownership interest therein) represents beneficial interests in the Trust only and does do not represent interests in or obligations of the Trust Depositor, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee Registrar or any Affiliate thereof and no recourse, either directly or indirectly, recourse may be had by any Holder against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Certificates Class A Note (or Class A Notes, if there is more than one Class A Note) and/or the Residual Interest Certificate or the other Basic Transaction Documents. Except as expressly provided Each Holder by accepting a Class A Note or Residual Interest Certificate acknowledges and agrees that such Class A Note or Residual Interest Certificate represents (i) in the Basic Documentscase of a Class A Note, none of distributions from 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 Trust with respect to the Certificates or payment obligations of the Trust’s performance ofTrust in respect of principal, Fixed Interest and Contingent Interest thereon pursuant to Section 5.02, or omission to perform, any obligations or indemnifications contained (ii) in the Certificatescase of the Residual Interest 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 ownership 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 Originator, 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 Holder set forth in the preceding clause Note Purchase Agreement. The right to receive distributions of the assets of the Trust or the proceeds thereof arising under this Agreement or the Class A Note (ior Class A Notes, if there is more than one Class A Note) constitutes a “subordination agreement” within and/or the meaning ofResidual Interest Certificate shall be payable solely in accordance with the Priority of Payments (or in the case of Term Certain Periodic Payments, pursuant to Section 5.02(e)) until the final discharge of this Agreement, and subject to, no Holder shall have any recourse against the Trust or the Trust Estate except in accordance therewith. The provisions of this Section 510(a) 11.09 shall survive any termination of the Bankruptcy Codethis Agreement.