Common use of Limited Recourse; Subordination Agreement Clause in Contracts

Limited Recourse; Subordination Agreement. The Titling Companies’ obligations under the 20 - Exchange Note are secured solely by the Borrower Collateral, and a claim under this Indenture or a Note issued under this Indenture against a Titling Company will be limited in recourse to the 20 - Reference Pool and the other Borrower Collateral available for payment on the 20 - Exchange Note under the Exchange Note Supplement. The Indenture Trustee, by entering into this Indenture, and each Noteholder and Note Owner, by accepting a Note or an interest or participation in a Note, acknowledge and agree that they have no right, title or interest in or to any other assets of the Titling Companies, including assets allocated to Specified Interests other than the Collateral Specified Interest (“Other Borrower Assets”). If the Indenture Trustee, a Noteholder, a Note Owner or another Person having a claim under this Indenture either (i) asserts an interest in, claim to or benefit from, Other Borrower Assets or (ii) is deemed to have an interest in, claim to or benefit from Other Borrower Assets, whether by operation of law, legal process, under insolvency laws or otherwise (including under Section 1111(b) of the Bankruptcy Code), then the Indenture Trustee, each Noteholder and each Note Owner further acknowledges and agrees that the interest, claim or benefit in, to or from the Other Borrower Assets is subordinated to the indefeasible payment in full of the other obligations and liabilities of the Titling Companies (“Other Borrower Liabilities”), which, under the relevant documents relating to the securitization, conveyance or other financing or disposition of those Other Borrower Assets, are entitled to be paid from, entitled to the benefits of or secured by those Other Borrower Assets (whether or not the entitlement or security interest is legally perfected or entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Titling Companies), in each case, including the payment of post-petition interest on those other obligations and liabilities. This Section 11.2(a) is a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Indenture Trustee, each Noteholder and each Note Owner further acknowledge and agree that no adequate remedy at law exists for a breach of this Section 11.2 and this Section 11.2 may be enforced by an action for specific performance.

Limited Recourse; Subordination Agreement. The Titling Companies’ obligations under the 20 - 2020-A Exchange Note are secured solely by the Borrower Collateral, and a claim under this Indenture or a Note issued under this Indenture against a Titling Company will be limited in recourse to the 20 - 2020-A Reference Pool and the other Borrower Collateral available for payment on the 20 - 2020-A Exchange Note under the Exchange Note Supplement. The Indenture Trustee, by entering into this Indenture, and each Noteholder and Note Owner, by accepting a Note or an interest or participation in a Note, acknowledge and agree that they have no right, title or interest in or to any other assets of the Titling Companies, including assets allocated to Specified Interests other than the Collateral Specified Interest (“Other Borrower Assets”). If the Indenture Trustee, a Noteholder, a Note Owner or another Person having a claim under this Indenture either (i) asserts an interest in, claim to or benefit from, Other Borrower Assets or (ii) is deemed to have an interest in, claim to or benefit from Other Borrower Assets, whether by operation of law, legal process, under insolvency laws or otherwise (including under Section 1111(b) of the Bankruptcy Code), then the Indenture Trustee, each Noteholder and each Note Owner further acknowledges and agrees that the interest, claim or benefit in, to or from the Other Borrower Assets is subordinated to the indefeasible payment in full of the other obligations and liabilities of the Titling Companies (“Other Borrower Liabilities”), which, under the relevant documents relating to the securitization, conveyance or other financing or disposition of those Other Borrower Assets, are entitled to be paid from, entitled to the benefits of or secured by those Other Borrower Assets (whether or not the entitlement or security interest is legally perfected or entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Titling Companies), in each case, including the payment of post-petition interest on those other obligations and liabilities. This Section 11.2(a) is a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Indenture Trustee, each Noteholder and each Note Owner further acknowledge and agree that no adequate remedy at law exists for a breach of this Section 11.2 and this Section 11.2 may be enforced by an action for specific performance.

Limited Recourse; Subordination Agreement. The Titling Companies’ obligations under the 20 - 2018-B Exchange Note are secured solely by the Borrower Collateral, and a claim under this Indenture or a Note issued under this Indenture against a Titling Company will be limited in recourse to the 20 - 2018-B Reference Pool and the other Borrower Collateral available for payment on the 20 - 2018-B Exchange Note under the Exchange Note Supplement. The Indenture Trustee, by entering into this Indenture, and each Noteholder and Note Owner, by accepting a Note or an interest or participation in a Note, acknowledge and agree that they have no right, title or interest in or to any other assets of the Titling Companies, including assets allocated to Specified Interests other than the Collateral Specified Interest (“Other Borrower Assets”). If the Indenture Trustee, a Noteholder, a Note Owner or another Person having a claim under this Indenture either (i) asserts an interest in, claim to or benefit from, Other Borrower Assets or (ii) is deemed to have an interest in, claim to or benefit from Other Borrower Assets, whether by operation of law, legal process, under insolvency laws or otherwise (including under Section 1111(b) of the Bankruptcy Code), then the Indenture Trustee, each Noteholder and each Note Owner further acknowledges and agrees that the interest, claim or benefit in, to or from the Other Borrower Assets is subordinated to the indefeasible payment in full of the other obligations and liabilities of the Titling Companies (“Other Borrower Liabilities”), which, under the relevant documents relating to the securitization, conveyance or other financing or disposition of those Other Borrower Assets, are entitled to be paid from, entitled to the benefits of or secured by those Other Borrower Assets (whether or not the entitlement or security interest is legally perfected or entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Titling Companies), in each case, including the payment of post-petition interest on those other obligations and liabilities. This Section 11.2(a) is a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Indenture Trustee, each Noteholder and each Note Owner further acknowledge and agree that no adequate remedy at law exists for a breach of this Section 11.2 and this Section 11.2 may be enforced by an action for specific performance.

Limited Recourse; Subordination Agreement. The Titling Companies’ obligations under the 20 - 2019-A Exchange Note are secured solely by the Borrower Collateral, and a claim under this Indenture or a Note issued under this Indenture against a Titling Company will be limited in recourse to the 20 - 2019-A Reference Pool and the other Borrower Collateral available for payment on the 20 - 2019-A Exchange Note under the Exchange Note Supplement. The Indenture Trustee, by entering into this Indenture, and each Noteholder and Note Owner, by accepting a Note or an interest or participation in a Note, acknowledge and agree that they have no right, title or interest in or to any other assets of the Titling Companies, including assets allocated to Specified Interests other than the Collateral Specified Interest (“Other Borrower Assets”). If the Indenture Trustee, a Noteholder, a Note Owner or another Person having a claim under this Indenture either (i) asserts an interest in, claim to or benefit from, Other Borrower Assets or (ii) is deemed to have an interest in, claim to or benefit from Other Borrower Assets, whether by operation of law, legal process, under insolvency laws or otherwise (including under Section 1111(b) of the Bankruptcy Code), then the Indenture Trustee, each Noteholder and each Note Owner further acknowledges and agrees that the interest, claim or benefit in, to or from the Other Borrower Assets is subordinated to the indefeasible payment in full of the other obligations and liabilities of the Titling Companies (“Other Borrower Liabilities”), which, under the relevant documents relating to the securitization, conveyance or other financing or disposition of those Other Borrower Assets, are entitled to be paid from, entitled to the benefits of or secured by those Other Borrower Assets (whether or not the entitlement or security interest is legally perfected or entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Titling Companies), in each case, including the payment of post-petition interest on those other obligations and liabilities. This Section 11.2(a) is a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Indenture Trustee, each Noteholder and each Note Owner further acknowledge and agree that no adequate remedy at law exists for a breach of this Section 11.2 and this Section 11.2 may be enforced by an action for specific performance.

Limited Recourse; Subordination Agreement. The Titling Companies’ ' obligations under the 20 - 2024-A Exchange Note are secured solely by the Borrower Collateral, and a claim under this Indenture or a Note issued under this Indenture against a Titling Company will be limited in recourse to the 20 - 2024-A Reference Pool and the other Borrower Collateral available for payment on the 20 - 2024-A Exchange Note under the Exchange Note Supplement. The Indenture Trustee, by entering into this Indenture, and each Noteholder and Note Owner, by accepting a Note or an a beneficial interest or participation in a Note, acknowledge and agree that they have no right, title or interest in or to any other assets of the Titling Companies, including assets allocated to Specified Interests other than the Collateral Specified Interest or the EV Specified Interest (“"Other Borrower Assets”"). If the Indenture Trustee, a Noteholder, a Note Owner or another Person having a claim under this Indenture either (i) asserts an interest in, claim to or benefit from, Other Borrower Assets or (ii) is deemed to have an interest in, claim to or benefit from Other Borrower Assets, whether by operation of law, legal process, under insolvency laws or otherwise (including under Section 1111(b) of the Bankruptcy Code), then the Indenture Trustee, each Noteholder and each Note Owner further acknowledges and agrees that the interest, claim or benefit in, to or from the Other Borrower Assets is subordinated to the indefeasible payment in full of the other obligations and liabilities of the Titling Companies (“"Other Borrower Liabilities”"), which, under the relevant documents relating to the securitization, conveyance or other financing or disposition of those Other Borrower Assets, are entitled to be paid from, entitled to the benefits of or secured by those Other Borrower Assets (whether or not the entitlement or security interest is legally perfected or entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Titling Companies), in each case, including the payment of post-petition interest on those other obligations and liabilities. This Section 11.2(a) is a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Indenture Trustee, each Noteholder and each Note Owner further acknowledge and agree that no adequate remedy at law exists for a breach of this Section 11.2 and this Section 11.2 may be enforced by an action for specific performance.

Limited Recourse; Subordination Agreement. The Titling Companies’ ' obligations under the 20 - 2022-A Exchange Note are secured solely by the Borrower Collateral, and a claim under this Indenture or a Note issued under this Indenture against a Titling Company will be limited in recourse to the 20 - 2022-A Reference Pool and the other Borrower Collateral available for payment on the 20 - 2022-A Exchange Note under the Exchange Note Supplement. The Indenture Trustee, by entering into this Indenture, and each Noteholder and Note Owner, by accepting a Note or an interest or participation in a Note, acknowledge and agree that they have no right, title or interest in or to any other assets of the Titling Companies, including assets allocated to Specified Interests other than the Collateral Specified Interest (“"Other Borrower Assets”"). If the Indenture Trustee, a Noteholder, a Note Owner or another Person having a claim under this Indenture either (i) asserts an interest in, claim to or benefit from, Other Borrower Assets or (ii) is deemed to have an interest in, claim to or benefit from Other Borrower Assets, whether by operation of law, legal process, under insolvency laws or otherwise (including under Section 1111(b) of the Bankruptcy Code), then the Indenture Trustee, each Noteholder and each Note Owner further acknowledges and agrees that the interest, claim or benefit in, to or from the Other Borrower Assets is subordinated to the indefeasible payment in full of the other obligations and liabilities of the Titling Companies (“"Other Borrower Liabilities”"), which, under the relevant documents relating to the securitization, conveyance or other financing or disposition of those Other Borrower Assets, are entitled to be paid from, entitled to the benefits of or secured by those Other Borrower Assets (whether or not the entitlement or security interest is legally perfected or entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Titling Companies), in each case, including the payment of post-petition interest on those other obligations and liabilities. This Section 11.2(a) is a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Indenture Trustee, each Noteholder and each Note Owner further acknowledge and agree that no adequate remedy at law exists for a breach of this Section 11.2 and this Section 11.2 may be enforced by an action for specific performance.

Limited Recourse; Subordination Agreement. The Titling Companies’ obligations under the 20 - 2016-A Exchange Note are secured solely by the Borrower Collateral, and a claim under this Indenture or a Note issued under this Indenture against a Titling Company will be limited in recourse to the 20 - 2016-A Reference Pool and the other Borrower Collateral available for payment on the 20 - 2016-A Exchange Note under the Exchange Note Supplement. The Indenture Trustee, by entering into this Indenture, and each Noteholder and Note Owner, by accepting a Note or an interest or participation in a Note, acknowledge and agree that they have no right, title or interest in or to any other assets of the Titling Companies, including assets allocated to Specified Interests other than the Collateral Specified Interest (“Other Borrower Assets”). If the Indenture Trustee, a Noteholder, a Note Owner or another Person having a claim under this Indenture either (i) asserts an interest in, claim to or benefit from, Other Borrower Assets or (ii) is deemed to have an interest in, claim to or benefit from Other Borrower Assets, whether by operation of law, legal process, under insolvency laws or otherwise (including under Section 1111(b) of the Bankruptcy Code), then the Indenture Trustee, each Noteholder and each Note Owner further acknowledges and agrees that the interest, claim or benefit in, to or from the Other Borrower Assets is subordinated to the indefeasible payment in full of the other obligations and liabilities of the Titling Companies (“Other Borrower Liabilities”), which, under the relevant documents relating to the securitization, conveyance or other financing or disposition of those Other Borrower Assets, are entitled to be paid from, entitled to the benefits of or secured by those Other Borrower Assets (whether or not the entitlement or security interest is legally perfected or entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Titling Companies), in each case, including the payment of post-petition interest on those other obligations and liabilities. This Section 11.2(a) is a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Indenture Trustee, each Noteholder and each Note Owner further acknowledge and agree that no adequate remedy at law exists for a breach of this Section 11.2 and this Section 11.2 may be enforced by an action for specific performance.

Limited Recourse; Subordination Agreement. The Titling Companies’ obligations under the 20 - 2017-A Exchange Note are secured solely by the Borrower Collateral, and a claim under this Indenture or a Note issued under this Indenture against a Titling Company will be limited in recourse to the 20 - 2017-A Reference Pool and the other Borrower Collateral available for payment on the 20 - 2017-A Exchange Note under the Exchange Note Supplement. The Indenture Trustee, by entering into this Indenture, and each Noteholder and Note Owner, by accepting a Note or an interest or participation in a Note, acknowledge and agree that they have no right, title or interest in or to any other assets of the Titling Companies, including assets allocated to Specified Interests other than the Collateral Specified Interest (“Other Borrower Assets”). If the Indenture Trustee, a Noteholder, a Note Owner or another Person having a claim under this Indenture either (i) asserts an interest in, claim to or benefit from, Other Borrower Assets or (ii) is deemed to have an interest in, claim to or benefit from Other Borrower Assets, whether by operation of law, legal process, under insolvency laws or otherwise (including under Section 1111(b) of the Bankruptcy Code), then the Indenture Trustee, each Noteholder and each Note Owner further acknowledges and agrees that the interest, claim or benefit in, to or from the Other Borrower Assets is subordinated to the indefeasible payment in full of the other obligations and liabilities of the Titling Companies (“Other Borrower Liabilities”), which, under the relevant documents relating to the securitization, conveyance or other financing or disposition of those Other Borrower Assets, are entitled to be paid from, entitled to the benefits of or secured by those Other Borrower Assets (whether or not the entitlement or security interest is legally perfected or entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Titling Companies), in each case, including the payment of post-petition interest on those other obligations and liabilities. This Section 11.2(a) is a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Indenture Trustee, each Noteholder and each Note Owner further acknowledge and agree that no adequate remedy at law exists for a breach of this Section 11.2 and this Section 11.2 may be enforced by an action for specific performance.

Limited Recourse; Subordination Agreement. The Titling Companies’ obligations under the 20 - 2021-A Exchange Note are secured solely by the Borrower Collateral, and a claim under this Indenture or a Note issued under this Indenture against a Titling Company will be limited in recourse to the 20 - 2021-A Reference Pool and the other Borrower Collateral available for payment on the 20 - 2021-A Exchange Note under the Exchange Note Supplement. The Indenture Trustee, by entering into this Indenture, and each Noteholder and Note Owner, by accepting a Note or an interest or participation in a Note, acknowledge and agree that they have no right, title or interest in or to any other assets of the Titling Companies, including assets allocated to Specified Interests other than the Collateral Specified Interest (“Other Borrower Assets”). If the Indenture Trustee, a Noteholder, a Note Owner or another Person having a claim under this Indenture either (i) asserts an interest in, claim to or benefit from, Other Borrower Assets or (ii) is deemed to have an interest in, claim to or benefit from Other Borrower Assets, whether by operation of law, legal process, under insolvency laws or otherwise (including under Section 1111(b) of the Bankruptcy Code), then the Indenture Trustee, each Noteholder and each Note Owner further acknowledges and agrees that the interest, claim or benefit in, to or from the Other Borrower Assets is subordinated to the indefeasible payment in full of the other obligations and liabilities of the Titling Companies (“Other Borrower Liabilities”), which, under the relevant documents relating to the securitization, conveyance or other financing or disposition of those Other Borrower Assets, are entitled to be paid from, entitled to the benefits of or secured by those Other Borrower Assets (whether or not the entitlement or security interest is legally perfected or entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Titling Companies), in each case, including the payment of post-petition interest on those other obligations and liabilities. This Section 11.2(a) is a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Indenture Trustee, each Noteholder and each Note Owner further acknowledge and agree that no adequate remedy at law exists for a breach of this Section 11.2 and this Section 11.2 may be enforced by an action for specific performance.

Limited Recourse; Subordination Agreement. The Titling Companies’ obligations under the 20 - 2017-B Exchange Note are secured solely by the Borrower Collateral, and a claim under this Indenture or a Note issued under this Indenture against a Titling Company will be limited in recourse to the 20 - 2017-B Reference Pool and the other Borrower Collateral available for payment on the 20 - 2017-B Exchange Note under the Exchange Note Supplement. The Indenture Trustee, by entering into this Indenture, and each Noteholder and Note Owner, by accepting a Note or an interest or participation in a Note, acknowledge and agree that they have no right, title or interest in or to any other assets of the Titling Companies, including assets allocated to Specified Interests other than the Collateral Specified Interest (“Other Borrower Assets”). If the Indenture Trustee, a Noteholder, a Note Owner or another Person having a claim under this Indenture either (i) asserts an interest in, claim to or benefit from, Other Borrower Assets or (ii) is deemed to have an interest in, claim to or benefit from Other Borrower Assets, whether by operation of law, legal process, under insolvency laws or otherwise (including under Section 1111(b) of the Bankruptcy Code), then the Indenture Trustee, each Noteholder and each Note Owner further acknowledges and agrees that the interest, claim or benefit in, to or from the Other Borrower Assets is subordinated to the indefeasible payment in full of the other obligations and liabilities of the Titling Companies (“Other Borrower Liabilities”), which, under the relevant documents relating to the securitization, conveyance or other financing or disposition of those Other Borrower Assets, are entitled to be paid from, entitled to the benefits of or secured by those Other Borrower Assets (whether or not the entitlement or security interest is legally perfected or entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Titling Companies), in each case, including the payment of post-petition interest on those other obligations and liabilities. This Section 11.2(a) is a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Indenture Trustee, each Noteholder and each Note Owner further acknowledge and agree that no adequate remedy at law exists for a breach of this Section 11.2 and this Section 11.2 may be enforced by an action for specific performance.

Limited Recourse; Subordination Agreement. The Titling Companies’ ' obligations under the 20 - 2023-A Exchange Note are secured solely by the Borrower Collateral, and a claim under this Indenture or a Note issued under this Indenture against a Titling Company will be limited in recourse to the 20 - 2023-A Reference Pool and the other Borrower Collateral available for payment on the 20 - 2023-A Exchange Note under the Exchange Note Supplement. The Indenture Trustee, by entering into this Indenture, and each Noteholder and Note Owner, by accepting a Note or an interest or participation in a Note, acknowledge and agree that they have no right, title or interest in or to any other assets of the Titling Companies, including assets allocated to Specified Interests other than the Collateral Specified Interest (“"Other Borrower Assets”"). If the Indenture Trustee, a Noteholder, a Note Owner or another Person having a claim under this Indenture either (i) asserts an interest in, claim to or benefit from, Other Borrower Assets or (ii) is deemed to have an interest in, claim to or benefit from Other Borrower Assets, whether by operation of law, legal process, under insolvency laws or otherwise (including under Section 1111(b) of the Bankruptcy Code), then the Indenture Trustee, each Noteholder and each Note Owner further acknowledges and agrees that the interest, claim or benefit in, to or from the Other Borrower Assets is subordinated to the indefeasible payment in full of the other obligations and liabilities of the Titling Companies (“"Other Borrower Liabilities”"), which, under the relevant documents relating to the securitization, conveyance or other financing or disposition of those Other Borrower Assets, are entitled to be paid from, entitled to the benefits of or secured by those Other Borrower Assets (whether or not the entitlement or security interest is legally perfected or entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Titling Companies), in each case, including the payment of post-petition interest on those other obligations and liabilities. This Section 11.2(a) is a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Indenture Trustee, each Noteholder and each Note Owner further acknowledge and agree that no adequate remedy at law exists for a breach of this Section 11.2 and this Section 11.2 may be enforced by an action for specific performance.. 50

Limited Recourse; Subordination Agreement. The Titling Companies’ obligations under the 20 - 2021-B Exchange Note are secured solely by the Borrower Collateral, and a claim under this Indenture or a Note issued under this Indenture against a Titling Company will be limited in recourse to the 20 - 2021-B Reference Pool and the other Borrower Collateral available for payment on the 20 - 2021-B Exchange Note under the Exchange Note Supplement. The Indenture Trustee, by entering into this Indenture, and each Noteholder and Note Owner, by accepting a Note or an interest or participation in a Note, acknowledge and agree that they have no right, title or interest in or to any other assets of the Titling Companies, including assets allocated to Specified Interests other than the Collateral Specified Interest (“Other Borrower Assets”). If the Indenture Trustee, a Noteholder, a Note Owner or another Person having a claim under this Indenture either (i) asserts an interest in, claim to or benefit from, Other Borrower Assets or (ii) is deemed to have an interest in, claim to or benefit from Other Borrower Assets, whether by operation of law, legal process, under insolvency laws or otherwise (including under Section 1111(b) of the Bankruptcy Code), then the Indenture Trustee, each Noteholder and each Note Owner further acknowledges and agrees that the interest, claim or benefit in, to or from the Other Borrower Assets is subordinated to the indefeasible payment in full of the other obligations and liabilities of the Titling Companies (“Other Borrower Liabilities”), which, under the relevant documents relating to the securitization, conveyance or other financing or disposition of those Other Borrower Assets, are entitled to be paid from, entitled to the benefits of or secured by those Other Borrower Assets (whether or not the entitlement or security interest is legally perfected or entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Titling Companies), in each case, including the payment of post-petition interest on those other obligations and liabilities. This Section 11.2(a) is a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Indenture Trustee, each Noteholder and each Note Owner further acknowledge and agree that no adequate remedy at law exists for a breach of this Section 11.2 and this Section 11.2 may be enforced by an action for specific performance.

Limited Recourse; Subordination Agreement. The Titling Companies’ obligations under the 20 - 2020-B Exchange Note are secured solely by the Borrower Collateral, and a claim under this Indenture or a Note issued under this Indenture against a Titling Company will be limited in recourse to the 20 - 2020-B Reference Pool and the other Borrower Collateral available for payment on the 20 - 2020-B Exchange Note under the Exchange Note Supplement. The Indenture Trustee, by entering into this Indenture, and each Noteholder and Note Owner, by accepting a Note or an interest or participation in a Note, acknowledge and agree that they have no right, title or interest in or to any other assets of the Titling Companies, including assets allocated to Specified Interests other than the Collateral Specified Interest (“Other Borrower Assets”). If the Indenture Trustee, a Noteholder, a Note Owner or another Person having a claim under this Indenture either (i) asserts an interest in, claim to or benefit from, Other Borrower Assets or (ii) is deemed to have an interest in, claim to or benefit from Other Borrower Assets, whether by operation of law, legal process, under insolvency laws or otherwise (including under Section 1111(b) of the Bankruptcy Code), then the Indenture Trustee, each Noteholder and each Note Owner further acknowledges and agrees that the interest, claim or benefit in, to or from the Other Borrower Assets is subordinated to the indefeasible payment in full of the other obligations and liabilities of the Titling Companies (“Other Borrower Liabilities”), which, under the relevant documents relating to the securitization, conveyance or other financing or disposition of those Other Borrower Assets, are entitled to be paid from, entitled to the benefits of or secured by those Other Borrower Assets (whether or not the entitlement or security interest is legally perfected or entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Titling Companies), in each case, including the payment of post-petition interest on those other obligations and liabilities. This Section 11.2(a) is a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Indenture Trustee, each Noteholder and each Note Owner further acknowledge and agree that no adequate remedy at law exists for a breach of this Section 11.2 and this Section 11.2 may be enforced by an action for specific performance.

Limited Recourse; Subordination Agreement. The Titling Companies’ obligations under the 20 - 2019-B Exchange Note are secured solely by the Borrower Collateral, and a claim under this Indenture or a Note issued under this Indenture against a Titling Company will be limited in recourse to the 20 - 2019-B Reference Pool and the other Borrower Collateral available for payment on the 20 - 2019-B Exchange Note under the Exchange Note Supplement. The Indenture Trustee, by entering into this Indenture, and each Noteholder and Note Owner, by accepting a Note or an interest or participation in a Note, acknowledge and agree that they have no right, title or interest in or to any other assets of the Titling Companies, including assets allocated to Specified Interests other than the Collateral Specified Interest (“Other Borrower Assets”). If the Indenture Trustee, a Noteholder, a Note Owner or another Person having a claim under this Indenture either (i) asserts an interest in, claim to or benefit from, Other Borrower Assets or (ii) is deemed to have an interest in, claim to or benefit from Other Borrower Assets, whether by operation of law, legal process, under insolvency laws or otherwise (including under Section 1111(b) of the Bankruptcy Code), then the Indenture Trustee, each Noteholder and each Note Owner further acknowledges and agrees that the interest, claim or benefit in, to or from the Other Borrower Assets is subordinated to the indefeasible payment in full of the other obligations and liabilities of the Titling Companies (“Other Borrower Liabilities”), which, under the relevant documents relating to the securitization, conveyance or other financing or disposition of those Other Borrower Assets, are entitled to be paid from, entitled to the benefits of or secured by those Other Borrower Assets (whether or not the entitlement or security interest is legally perfected or entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Titling Companies), in each case, including the payment of post-petition interest on those other obligations and liabilities. This Section 11.2(a) is a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Indenture Trustee, each Noteholder and each Note Owner further acknowledge and agree that no adequate remedy at law exists for a breach of this Section 11.2 and this Section 11.2 may be enforced by an action for specific performance.

Limited Recourse; Subordination Agreement. The Titling Companies’ ' obligations under the 20 - 2023-B Exchange Note are secured solely by the Borrower Collateral, and a claim under this Indenture or a Note issued under this Indenture against a Titling Company will be limited in recourse to the 20 - 2023-B Reference Pool and the other Borrower Collateral available for payment on the 20 - 2023-B Exchange Note under the Exchange Note Supplement. The Indenture Trustee, by entering into this Indenture, and each Noteholder and Note Owner, by accepting a Note or an a beneficial interest or participation in a Note, acknowledge and agree that they have no right, title or interest in or to any other assets of the Titling Companies, including assets allocated to Specified Interests other than the Collateral Specified Interest or the EV Specified Interest (“"Other Borrower Assets”"). If the Indenture Trustee, a Noteholder, a Note Owner or another Person having a claim under this Indenture either (i) asserts an interest in, claim to or benefit from, Other Borrower Assets or (ii) is deemed to have an interest in, claim to or benefit from Other Borrower Assets, whether by operation of law, legal process, under insolvency laws or otherwise (including under Section 1111(b) of the Bankruptcy Code), then the Indenture Trustee, each Noteholder and each Note Owner further acknowledges and agrees that the interest, claim or benefit in, to or from the Other Borrower Assets is subordinated to the indefeasible payment in full of the other obligations and liabilities of the Titling Companies (“"Other Borrower Liabilities”"), which, under the relevant documents relating to the securitization, conveyance or other financing or disposition of those Other Borrower Assets, are entitled to be paid from, entitled to the benefits of or secured by those Other Borrower Assets (whether or not the entitlement or security interest is legally perfected or entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Titling Companies), in each case, including the payment of post-petition interest on those other obligations and liabilities. This Section 11.2(a) is a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Indenture Trustee, each Noteholder and each Note Owner further acknowledge and agree that no adequate remedy at law exists for a breach of this Section 11.2 and this Section 11.2 may be enforced by an action for specific performance.

Limited Recourse; Subordination Agreement. The Titling Companies’ obligations under the 20 - 2018-A Exchange Note are secured solely by the Borrower Collateral, and a claim under this Indenture or a Note issued under this Indenture against a Titling Company will be limited in recourse to the 20 - 2018-A Reference Pool and the other Borrower Collateral available for payment on the 20 - 2018-A Exchange Note under the Exchange Note Supplement. The Indenture Trustee, by entering into this Indenture, and each Noteholder and Note Owner, by accepting a Note or an interest or participation in a Note, acknowledge and agree that they have no right, title or interest in or to any other assets of the Titling Companies, including assets allocated to Specified Interests other than the Collateral Specified Interest (“Other Borrower Assets”). If the Indenture Trustee, a Noteholder, a Note Owner or another Person having a claim under this Indenture either (i) asserts an interest in, claim to or benefit from, Other Borrower Assets or (ii) is deemed to have an interest in, claim to or benefit from Other Borrower Assets, whether by operation of law, legal process, under insolvency laws or otherwise (including under Section 1111(b) of the Bankruptcy Code), then the Indenture Trustee, each Noteholder and each Note Owner further acknowledges and agrees that the interest, claim or benefit in, to or from the Other Borrower Assets is subordinated to the indefeasible payment in full of the other obligations and liabilities of the Titling Companies (“Other Borrower Liabilities”), which, under the relevant documents relating to the securitization, conveyance or other financing or disposition of those Other Borrower Assets, are entitled to be paid from, entitled to the benefits of or secured by those Other Borrower Assets (whether or not the entitlement or security interest is legally perfected or entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Titling Companies), in each case, including the payment of post-petition interest on those other obligations and liabilities. This Section 11.2(a) is a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Indenture Trustee, each Noteholder and each Note Owner further acknowledge and agree that no adequate remedy at law exists for a breach of this Section 11.2 and this Section 11.2 may be enforced by an action for specific performance.

Limited Recourse; Subordination Agreement. The Titling Companies’ ' obligations under the 20 - 20__-__ Exchange Note are secured solely by the Borrower Collateral, and a claim under this Indenture or a Note issued under this Indenture against a Titling Company will be limited in recourse to the 20 - 20__-__ Reference Pool and the other Borrower Collateral available for payment on the 20 - 20__-__ Exchange Note under the Exchange Note Supplement. The Indenture Trustee, by entering into this Indenture, and each Noteholder and Note Owner, by accepting a Note or an interest or participation in a Note, acknowledge and agree that they have no right, title or interest in or to any other assets of the Titling Companies, including assets allocated to Specified Interests other than the Collateral Specified Interest (“"Other Borrower Assets”"). If the Indenture Trustee, a Noteholder, a Note Owner or another Person having a claim under this Indenture either (i) asserts an interest in, claim to or benefit from, Other Borrower Assets or (ii) is deemed to have an interest in, claim to or benefit from Other Borrower Assets, whether by operation of law, legal process, under insolvency laws or otherwise (including under Section 1111(b) of the Bankruptcy Code), then the Indenture Trustee, each Noteholder and each Note Owner further acknowledges and agrees that the interest, claim or benefit in, to or from the Other Borrower Assets is subordinated to the indefeasible payment in full of the other obligations and liabilities of the Titling Companies (“"Other Borrower Liabilities”"), which, under the relevant documents relating to the securitization, conveyance or other financing or disposition of those Other Borrower Assets, are entitled to be paid from, entitled to the benefits of or secured by those Other Borrower Assets (whether or not the entitlement or security interest is legally perfected or entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Titling Companies), in each case, including the payment of post-petition interest on those other obligations and liabilities. This Section 11.2(a) is a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Indenture Trustee, each Noteholder and each Note Owner further acknowledge and agree that no adequate remedy at law exists for a breach of this Section 11.2 and this Section 11.2 may be enforced by an action for specific performance.