Common use of Limited Recourse Clause in Contracts

Limited Recourse. Notwithstanding any other provision of this Agreement, the Notes or the Indenture, the obligations of the Issuer hereunder and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a party.

Limited Recourse. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer under this Agreement or any certificate or other writing delivered in connection herewith or therewith, against (a) any owner of a beneficial interest in the Issuer or (b) any holder of a beneficial interest in the Issuer in its individual capacity, except as any such Person may have expressly agreed. Notwithstanding any other provision terms of this Agreement, the Notes Notes, any other Transaction Documents or the Indentureotherwise, the obligations of the Issuer hereunder under the Notes, the Indenture, this Agreement and thereunder each other Transaction Document to which it is a party are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests thereinTrust Estate, and following realization of the CollateralTrust Estate and application of the proceeds thereof in accordance with the terms of the Indenture, any claims none of any party hereto under this Agreementthe Noteholders, the Notes Indenture Trustee or any of the Indenture (other than parties to the Issuer) Transaction Documents shall be entitled to take any further steps to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which shall be extinguished and shall not thereafter be reinstatedrevive. No recourse shall be had for the payment of any amount owing in respect of the Notes, the Indenture or this Agreement or for any action or inaction of the Issuer against any principalofficer, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent stockholder or affiliate incorporator of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any of their successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder under the Notes or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 11 shall not (i) prevent recourse to the Collateral Trust Estate for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, Trust Estate or (ii) save as specifically provided therein, constitute a waiver, release or discharge of any indebtedness or obligation of evidenced by the Issuer under the Notes, Notes or secured by the Indenture. It is further understood that the foregoing provisions of this Section 11 shall not, until the Collateral has been realizedsubject to Section 12(l) hereof, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person Person, to name the Issuer as a party defendant in any action or suit proceeding or in the exercise of any other remedy under the Notes or this Agreement and the other Transaction DocumentsAgreement, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver such Person or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyentity.

Limited Recourse. Notwithstanding any other provision of this Agreement, the Notes or the Indenture, the obligations of the Issuer hereunder and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Basic Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Basic Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Basic Documents to which the Issuer is a party.

Limited Recourse. Notwithstanding any other provision of anything to the contrary contained in this Agreement, the Notes or the Indenture, obligations of Party B under this Agreement and any Transaction hereunder are solely the obligations of Party B and shall be payable solely to the Issuer hereunder extent of funds received by and thereunder are limited-recourse obligations available to Party B in accordance with the priority of payment provisions of the IssuerIndenture and the Sale and Servicing Agreement and on the Distribution Dates specified therein. Such obligations are non-recourse Party A acknowledges that Party B has pledged its assets constituting the Indenture Trust Estate to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization Indenture Trustee. Upon exhaustion of the Collateral, any claims assets of any party hereto under this Party B and proceeds thereof in accordance with the Indenture and the Sale and Servicing Agreement, the Notes Party A shall not be entitled to take any further steps against Party B to recover any sums due but still unpaid hereunder or the Indenture (other than the Issuer) thereunder, all claims in respect of which shall be extinguished and shall not thereafter be reinstatedextinguished. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable amount owing in respect of any obligation of, or claim against, Party B arising out of or based upon this Agreement or any Transaction hereunder against any holder of a beneficial interest, employee, officer or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this AgreementAffiliate thereof and, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability except as specifically provided herein, no recourse shall be sought had for the payment of any amount owing in respect of any obligation of, or claim against, Party B based on or arising out of or based upon this Agreement against the IssuerAdministrator (as defined in the Administration Agreement), subject to the following sentenceFCAR Two LLC or any stockholder, holder of a beneficial interest, employee, officer, director, incorporator or the Exculpated Parties. It is understood Affiliate thereof; provided, however, that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon relieve any such outstanding indebtedness person or obligation shall be extinguished, (iii) limit the right of entity from any Person to name the Issuer liability they might otherwise have as a party defendant in any action result of gross negligence or suit fraudulent actions or in the exercise of any other remedy under this Agreement and the other Transaction Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured omissions taken by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partythem.

Limited Recourse. Notwithstanding any other provision of this Agreement, the Notes or the Indenture, the obligations of the Issuer hereunder and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Basic Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Basic Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Basic Documents to which the Issuer is a party.

Limited Recourse. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer under this Agreement or any certificate or other writing delivered in connection herewith or therewith, against (a) any owner of a beneficial interest in the Issuer or (b) any holder of a beneficial interest in the Issuer in its individual capacity, except as any such Person may have expressly agreed. Notwithstanding any other provision terms of this Agreement, the Notes Notes, any other Transaction Documents or the Indentureotherwise, the obligations of the Issuer hereunder under the Notes, the Indenture, this Agreement and thereunder each other Transaction Document to which it is a party are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests thereinTrust Estate, and following realization of the CollateralTrust Estate and application of the proceeds thereof in accordance with the terms of the Indenture, any claims none of any party hereto under this Agreementthe Noteholders, the Notes Indenture Trustee or any of the Indenture (other than parties to the Issuer) Transaction Documents shall be entitled to take any further steps to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which shall be extinguished and shall not thereafter be reinstatedrevive. No recourse shall be had for the payment of any amount owing in respect of the Notes, the Indenture or this Agreement or for any action or inaction of the Issuer against any principalOfficer, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent stockholder or affiliate incorporator of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any of their successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder under the Notes or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 11 shall not (i) prevent recourse to the Collateral Trust Estate for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, Trust Estate or (ii) save as specifically provided therein, constitute a waiver, release or discharge of any indebtedness or obligation of evidenced by the Issuer under the Notes, Notes or secured by the Indenture, until . It is further understood that the Collateral has been realized, whereupon any such outstanding indebtedness or obligation foregoing provisions of this Section 11 shall be extinguished, (iii) not limit the right of any Person Person, to name the Issuer as a party defendant in any action or suit proceeding or in the exercise of any other remedy under the Notes or this Agreement and the other Transaction DocumentsAgreement, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver such Person or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyentity.

Limited Recourse. Notwithstanding any other provision of this Agreement, the Notes or the Indenture, the obligations of the Issuer Issuing Entity hereunder and thereunder are limited-recourse obligations of the IssuerIssuing Entity. Such obligations are non-recourse to the IssuerIssuing Entity, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture (other than the IssuerIssuing Entity) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer Issuing Entity or any person owning, directly or indirectly, any legal or beneficial interest in the IssuerIssuing Entity, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the IssuerIssuing Entity) shall enforce the liability and obligation of the Issuer Issuing Entity to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Basic Documents to which the Issuer Issuing Entity is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the IssuerIssuing Entity, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer Issuing Entity under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer Issuing Entity as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Basic Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the IssuerIssuing Entity, (iv) impair the right of any party hereto (other than the IssuerIssuing Entity) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the IssuerIssuing Entity) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Basic Documents to which the Issuer Issuing Entity is a party.

Limited Recourse. Notwithstanding any other provision of this Agreement, the Notes or the Indenture, the obligations of the Issuer hereunder and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Basic Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against Securities Account Control Agreement the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Basic Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Basic Documents to which the Issuer is a party.

Limited Recourse. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer under this Agreement or any certificate or other writing delivered in connection herewith or therewith, against (a) any owner of a beneficial interest in the Issuer or (b) any holder of a beneficial interest in the Issuer in its individual capacity, except as any such Person may have expressly agreed. Notwithstanding any other provision terms of this Agreement, the Notes Notes, any other Transaction Documents or the Indentureotherwise, the obligations of the Issuer hereunder under the Notes, the Indenture, this Agreement and thereunder each other Transaction Document to which it is a party are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests thereinTrust Estate, and following realization of the CollateralTrust Estate and application of the proceeds thereof in accordance with the terms of the Indenture, any claims none of any party hereto under this Agreementthe Noteholders, the Notes Indenture Trustee or any of the Indenture (other than parties to the Issuer) Transaction Documents shall be entitled to take any further steps to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which shall be extinguished and shall not thereafter be reinstatedrevive. No recourse shall be had for the payment of any amount owing in respect of the Notes, the Indenture or this Agreement or for any action or inaction of the Issuer against any principalofficer, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent stockholder or affiliate incorporator of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any of their successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder under the Notes or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 11 shall not (i) prevent recourse to the Collateral Trust Estate for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, Trust Estate or (ii) save as specifically provided therein, constitute a waiver, release or discharge of any indebtedness or obligation of evidenced by the Issuer under the Notes, Notes or secured by the Indenture. It is further understood that the foregoing provisions of this Section 11 shall not, until the Collateral has been realizedsubject to Section 12(k) hereof, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person Person, to name the Issuer as a party defendant in any action or suit proceeding or in the exercise of any other remedy under the Notes or this Agreement and the other Transaction DocumentsAgreement, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver such Person or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyentity.

Limited Recourse. Notwithstanding any other provision of this Agreement, anything to the Notes or the Indenturecontrary contained herein, the obligations of any CP Issuer under this Agreement are solely the Issuer hereunder and thereunder are limited-recourse corporate obligations of such CP Issuer and, in the Issuer. Such case of obligations of a CP Issuer other than Commercial Paper, shall be payable at such time as funds are non-recourse actually received by, or are available to, such CP Issuer in excess of funds necessary to pay in full all outstanding Commercial Paper and, to the Issuerextent funds are not available to pay such obligations, its assets and its property other than the Collateral, and are payable solely from claims relating thereto shall not constitute a claim against such CP Issuer but shall continue to accrue. Each party hereto agrees that the Collateral, subject to payment of any prior security interests therein, and following realization claim (as defined in Section 101 of Title 11 of the Collateral, any claims Bankruptcy Code) of any such party hereto under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstatedsubordinated to the payment in full of all of such CP Issuer’s Commercial Paper. No recourse under any obligation, covenant or agreement of a CP Issuer contained in this Agreement shall be had against any principalincorporator, stockholder, officer, director, member, manager, employee or agent of such CP Issuer, the Funding Agent for such CP Issuer or any of their Affiliates (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 Agreement is solely a corporate obligation of such CP Issuer, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, employee, beneficiary, shareholder, partnerdirector, member, trusteemanager, employee or agent or affiliate of such CP Issuer, the Funding Agent for such CP Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, of their Affiliates (solely by virtue of such capacity) or any successors of them under or assigns by reason of any of the foregoing (the “Exculpated Parties”) for the payment obligations, covenants or agreements of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the such CP Issuer to perform and observe the obligations contained in this Agreement, the Notes or implied therefrom, and the other Transaction Documents to which the Issuer is a party by that any action or proceeding wherein a money judgment establishing any and all personal liability shall be sought against the Issuerfor breaches by such CP Issuer of any of such obligations, subject to the following sentencecovenants 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 Exculpated Parties. It is understood execution of this Agreement; provided that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or to become due under fraudulent omissions made by them or in any security, instrument or agreement which is part case of the Collateralgross negligence, (ii) constitute a waiver, release bad faith or discharge willful misconduct of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyPerson.

Limited Recourse. Notwithstanding any other provision of this Agreement, the Notes or the Indenture, the obligations of the Issuer hereunder and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a party.. VALET 2023-1 Securities Account Control Agreement

Limited Recourse. Notwithstanding any other provision of this Agreement, the Notes or the Indenture, the obligations of the Issuer Issuing Entity hereunder and thereunder are limited-recourse obligations of the IssuerIssuing Entity. Such obligations are non-recourse to the IssuerIssuing Entity, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture (other than the IssuerIssuing Entity) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer Issuing Entity or any person owning, directly or indirectly, any legal or beneficial interest in the IssuerIssuing Entity, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the IssuerIssuing Entity) shall enforce the liability and obligation of the Issuer Issuing Entity to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Basic Documents to which the Issuer Issuing Entity is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the IssuerIssuing Entity, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer Issuing Entity under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer Issuing Entity as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Basic Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the IssuerIssuing Entity, (iv) impair the right of any party hereto (other than the IssuerIssuing Entity) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the IssuerIssuing Entity) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Basic Documents to which the Issuer Issuing Entity is a party. Section 5.14 Limitations on Liability of Intermediary.

Limited Recourse. Notwithstanding anything else in any Operative Document to the contrary, if the sole Lease Event of Default is triggered by the occurrence of (each a "Limited Recourse Event" (x) an event set forth in Section 16(d) (as it pertains to any covenant, obligation or agreement (other provision than a payment obligation) of this the Lessee in any Real Estate Document or any Project Document) or (y) an event set forth in Section 16(e) as it pertains to (i) the representation and warranty of the Lessee in Section 3.1(c)(iii), 3.1(d)(i)(B) (to the extent such representation and warranty relates to the Owner Lessor), 3.1(e), 3.1(h)(iii), and 3.1(x) of the Participation Agreement, or (ii) any representation or warranty of the Notes Lessee in any Real Estate Document or in any Project Document) or (z) an event set forth in Section 16(f), (j), (k) and (l) (as it pertains to any party to a Project Document), or any combination of the Indentureforegoing and no other event that gives rise to a Lease Event of Default has occurred and is continuing, the obligations Lessee's recourse liability to the Owner Lessor including recourse with respect to amounts in the Accounts as a consequence of such Lease Event of Default (including any liability for enforcement costs or losses arising as a result of such Lease Event of Default and Section 9 of the Issuer hereunder and thereunder are limited-recourse obligations Participation Agreement for any Claims arising out of the Issuer. Such obligations are non-recourse any Limited Recourse Event) shall be limited to the IssuerLimited Recourse Amount (it being understood by the parties hereto that the limit on the Lessee's recourse liability with respect to any indemnification provisions shall only pertain to Claims that directly arise from a Limited Recourse Event). In addition, its assets and its property other than any amounts owed to the Collateral, and Owner Lessor which are payable solely not paid in full from the Collateral, subject Lessee's liability to any prior security interests therein, and following realization pay the Limited Recourse Amount may be realized by the exercise of remedies with respect to the Collateral, any claims of any party hereto Collateral under this AgreementSection 17. For the avoidance of doubt, the Notes Owner Lessor (or the Indenture Trustee) shall not be entitled to claim the excess, if any, of (i) the aggregate of the balances in the Payment Accounts and the Accounts (other than the IssuerLoss Proceeds Account) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, over (ii) constitute a waiverthe Limited Recourse Amount, release or discharge of any indebtedness or obligation in each case as of the Issuer under date of the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, so long as no judgment in the nature declaration of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyLimited Recourse Event.

Limited Recourse. Notwithstanding any other provision terms of this AgreementIndenture Supplement, the Notes Series 2013-T2 Notes, any other Transaction Documents or the Indentureotherwise, the obligations of the Issuer hereunder under the Series 2013-T2 Notes, this Indenture Supplement and thereunder each other Transaction Document to which it is a party are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests thereinTrust Estate, and following realization of the CollateralTrust Estate and application of the proceeds thereof in accordance with the terms of this Indenture Supplement, any claims none of any party hereto under this Agreementthe Noteholders of Series 2013-T2 Notes, the Notes Indenture Trustee or any of the Indenture (other than parties to the Issuer) Transaction Documents shall be entitled to take any further steps to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which shall be extinguished and shall not thereafter be reinstatedrevive. No recourse shall be had for the payment of any amount owing in respect of the Series 2013-T2 Notes or this Indenture Supplement or for any action or inaction of the Issuer against any principalofficer, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent stockholder or affiliate incorporator of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any of their successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder under the Series 2013-T2 Notes or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated PartiesIndenture Supplement. It is understood that the foregoing provisions of this Section 5.13 15 shall not (ia) prevent recourse to the Collateral Trust Estate for the sums due or to become due under any security, instrument or agreement which is part of the CollateralTrust Estate or (b) save as specifically provided therein, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of evidenced by the Issuer under the Notes, Series 2013-T2 Notes or secured by this Indenture Supplement. It is further understood that the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation foregoing provisions of this Section 15 shall be extinguished, (iii) not limit the right of any Person to name the Issuer as a party defendant in any action or suit proceeding or in the exercise of any other remedy under the Series 2013-T2 Notes or this Agreement and the other Transaction DocumentsIndenture Supplement, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver such Person or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyentity.

Limited Recourse. Notwithstanding any other provision terms of this AgreementIndenture Supplement, the Notes Series 2013-VF1 Notes, any other Transaction Documents or the Indentureotherwise, the obligations of the Issuer hereunder under the Series 2013-VF1 Notes, this Indenture Supplement and thereunder each other Transaction Document to which it is a party are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests thereinTrust Estate, and following realization of the CollateralTrust Estate and application of the proceeds thereof in accordance with the terms of this Indenture Supplement, any claims none of any party hereto under this Agreementthe Noteholders of Series 2013-VF1 Notes, the Notes Indenture Trustee or any of the Indenture (other than parties to the Issuer) Transaction Documents shall be entitled to take any further steps to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which shall be extinguished and shall not thereafter be reinstatedrevive. No recourse shall be had for the payment of any amount owing in respect of the Series 2013-VF1 Notes or this Indenture Supplement or for any action or inaction of the Issuer against any principalofficer, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent stockholder or affiliate incorporator of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any of their successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder under the Series 2013-VF1 Notes or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated PartiesIndenture Supplement. It is understood that the foregoing provisions of this Section 5.13 16 shall not (ia) prevent recourse to the Collateral Trust Estate for the sums due or to become due under any security, instrument or agreement which is part of the CollateralTrust Estate or (b) save as specifically provided therein, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of evidenced by the Issuer under the Notes, Series 2013-VF1 Notes or secured by this Indenture Supplement. It is further understood that the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation foregoing provisions of this Section 16 shall be extinguished, (iii) not limit the right of any Person to name the Issuer as a party defendant in any action or suit proceeding or in the exercise of any other remedy under the Series 2013-VF1 Notes or this Agreement and the other Transaction DocumentsIndenture Supplement, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against any such Person or entity. By its signature to this Agreement, each of the Issuer, (iv) impair the right of any party parties hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by Indenture Trustee), hereby waives and directs the Indenture or Trustee to require that waive, the Collateral shall continue to secure all delivery of the indebtedness or obligations owing to the Noteholders an Authorization Opinion in accordance connection with the Notes execution and the Transaction Documents to which the Issuer is a partydelivery of this Series Supplement.

Limited Recourse. Notwithstanding This Agreement may only be enforced against, and any claim, action, suit or other provision legal proceeding based upon, arising out of or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the Notes or the Indenture, the obligations of the Issuer hereunder entities that are expressly named as parties hereto and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-recourse then only with respect to the Issuerspecific obligations set forth herein with respect to such party. No past, its assets and its property present or future director, officer, employee, incorporator, manager, member, partner, stockholder, affiliate, agent, attorney or other than the Collateralrepresentative of any party hereto or of any affiliate of any party hereto, and are payable solely from the Collateralor any of their successors or permitted assigns, subject to shall have any prior security interests therein, and following realization of the Collateral, liability for any claims obligations or liabilities of any party hereto under this AgreementAgreement or for any claim, action, suit or other legal proceeding based on, in respect of or by reason of the Notes or the Indenture transactions contemplated hereby. The parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud on the Issuerpart of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement shall be extinguished pursuant to the indemnification provisions set forth in Section 8. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates and each of their respective representatives arising under or based upon any law, except pursuant to the indemnification provisions set forth in Section 8. Nothing in this Section 33 shall not thereafter be reinstated. No recourse limit any person’s right to seek and obtain any equitable relief to which such person shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyentitled.

Limited Recourse. Notwithstanding any other provision terms of this AgreementIndenture Supplement, the Notes Series 2013-T1 Notes, any other Transaction Documents or the Indentureotherwise, the obligations of the Issuer hereunder under the Series 2013-T1 Notes, this Indenture Supplement and thereunder each other Transaction Document to which it is a party are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests thereinTrust Estate, and following realization of the CollateralTrust Estate and application of the proceeds thereof in accordance with the terms of this Indenture Supplement, any claims none of any party hereto under this Agreementthe Noteholders of Series 2013-T1 Notes, the Notes Indenture Trustee or any of the Indenture (other than parties to the Issuer) Transaction Documents shall be entitled to take any further steps to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which shall be extinguished and shall not thereafter be reinstatedrevive. No recourse shall be had for the payment of any amount owing in respect of the Series 2013-T1 Notes or this Indenture Supplement or for any action or inaction of the Issuer against any principalofficer, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent stockholder or affiliate incorporator of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any of their successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder under the Series 2013-T1 Notes or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated PartiesIndenture Supplement. It is understood that the foregoing provisions of this Section 5.13 15 shall not (ia) prevent recourse to the Collateral Trust Estate for the sums due or to become due under any security, instrument or agreement which is part of the CollateralTrust Estate or (b) save as specifically provided therein, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of evidenced by the Issuer under the Notes, Series 2013-T1 Notes or secured by this Indenture Supplement. It is further understood that the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation foregoing provisions of this Section 15 shall be extinguished, (iii) not limit the right of any Person to name the Issuer as a party defendant in any action or suit proceeding or in the exercise of any other remedy under the Series 2013-T1 Notes or this Agreement and the other Transaction DocumentsIndenture Supplement, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver such Person or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyentity.

Limited Recourse. Notwithstanding anything to the contrary contained herein or in the Pledge Agreement, except as otherwise provided in this Section 2, neither Guarantor nor any of its shareholders, officers, directors, partners, employees, agents or other representatives ("Other Persons") shall have any personal liability for the Obligations or the Guaranteed Expenses under this Guaranty, or for the obligation to observe, perform or discharge any of the terms, covenants or conditions contained herein or in the Pledge Agreement, and, except as otherwise provided in this Section 2, (a) no attachment, execution, writ or other process shall be sought and no judicial proceeding shall be initiated by or on behalf of Lender against Guarantor or any Other Person as a result of a breach or default under this Guaranty or the Pledge Agreement, except to the extent that such attachment, execution, writ or judicial proceeding shall be necessary to enforce any of the rights, remedies or recourses of Lender against or with reference to the Collateral (as defined in the Pledge Agreement), and (b) in the event that any suit is brought hereunder or under the Pledge Agreement, any judgment obtained in or as a result of such suit shall be enforceable and/or enforced solely against the Collateral; provided, however, that nothing herein contained shall be construed to: (i) be a release or impairment of Guarantor's obligations hereunder or under the Pledge Agreement, (ii) prevent Lender from exercising and enforcing, consistent with the provisions of this Section 2, any other provision of this Agreement, remedy allowed at law or in equity or by statute or by the Notes terms hereof or the IndenturePledge Agreement or (iii) prevent Lender from recovering from Guarantor (or any such Other Person), the obligations of the Issuer hereunder and thereunder are limited-or limit Lender's recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to against Guarantor (or any prior security interests therein, and following realization of the Collateralsuch Other Person) for, any claims funds, damages or costs (including, without limitation, reasonable legal expenses) incurred by Lender as a result of any party hereto under this Agreementwillful act or omission in bad faith, the Notes any fraudulent act or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer omission or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns breach of any of the foregoing (following sections of the “Exculpated Parties”) for Pledge Agreement: Section 2.4, the payment first sentence of Section 4.2, Section 4.3(a), Section 4.4, Section 4.5 and Section 4.7(ii). Nothing in this Paragraph 2 shall be deemed to increase the liability of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to such Other Person beyond that which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Other Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount partnership agreement of the indebtedness Guarantor or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyunder law.

Limited Recourse. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer under this Agreement or any certificate or other writing delivered in connection herewith or therewith, against (a) any owner of a beneficial interest in the Issuer or (b) any holder of a beneficial interest in the Issuer in its individual capacity, except as any such Person may have expressly agreed. Notwithstanding any other provision terms of this Agreement, the Notes Notes, any other Transaction Documents or the Indentureotherwise, the obligations of the Issuer hereunder under the Notes, the Indenture, this Agreement and thereunder each other Transaction Document to which it is a party are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests thereinTrust Estate, and following realization of the CollateralTrust Estate and application of the proceeds thereof in accordance with the terms of the Indenture, any claims none of any party hereto under this Agreementthe Noteholders, the Notes Indenture Trustee or any of the Indenture (other than parties to the Issuer) Transaction Documents shall be entitled to take any further steps to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which shall be extinguished and shall not thereafter be reinstatedrevive. No recourse shall be had for the payment of any amount owing in respect of the Notes, the Indenture or this Agreement or for any action or inaction of the Issuer against any principalofficer, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent stockholder or affiliate incorporator of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any of their successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder under the Notes or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 11 shall not (i) prevent recourse to the Collateral Trust Estate for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, Trust Estate or (ii) save as specifically provided therein, constitute a waiver, release or discharge of any indebtedness or obligation of evidenced by the Issuer under the Notes, Notes or secured by the Indenture. It is further understood that the foregoing provisions of this Section 11 shall not, until the Collateral has been realizedsubject to Section 12(m), whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person Person, to name the Issuer as a party defendant in any action or suit proceeding or in the exercise of any other remedy under the Notes or this Agreement and the other Transaction DocumentsAgreement, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver such Person or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyentity.

Limited Recourse. Notwithstanding any other provision terms of this AgreementIndenture Supplement, the Notes Series 2023-GTL1 Loan, the Series 2023-GTL1 Promissory Term Notes, any other Transaction Documents or the Indentureotherwise, the obligations of the Issuer hereunder under the Series 2023-GTL1 Promissory Term Notes, this Indenture Supplement and thereunder each other Transaction Document to which it is a party are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests thereinTrust Estate, and following realization of the CollateralTrust Estate and application of the proceeds thereof in accordance with the terms of this Indenture Supplement, any claims none of any party hereto under this Agreementthe Lenders, the Notes Indenture Trustee or any of the Indenture (other than parties to the Issuer) Transaction Documents shall be entitled to take any further steps to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which shall be extinguished and shall not thereafter be reinstatedrevive. No recourse shall be had for the payment of any amount owing in respect of this Indenture Supplement or for any action or inaction of the Issuer against any principalofficer, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent stockholder or affiliate incorporator of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any of their successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder under the Series 2023-GTL1 Loan or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated PartiesIndenture Supplement. It is understood that the foregoing provisions of this Section 5.13 14 shall not (ia) prevent recourse to the Collateral Trust Estate for the sums due or to become due under any security, instrument or agreement which is part of the CollateralTrust Estate, including without limitation, the PC Guaranty and the PMT Guaranty or (iib) save as specifically provided therein, constitute a waiver, release or discharge of the Series 2023-GTL1 Loan or any indebtedness or obligation of evidenced by the Issuer under the Notes, Series 2023-GTL1 Promissory Term Notes or secured by this Indenture Supplement. It is further understood that the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation foregoing provisions of this Section 14 shall be extinguished, (iii) not limit the right of any Person to name the Issuer as a party defendant in any action or suit proceeding or in the exercise of any other remedy under this Agreement and the other Transaction DocumentsIndenture Supplement, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver such Person or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyentity.

Limited Recourse. Notwithstanding anything to the contrary contained herein or in the Guaranty, except as otherwise provided in this Section 7.8, neither Pledgor nor any of its shareholders, officers, directors, partners, employees, agents or other provision of representatives ("Other Persons") shall have any personal liability for the Secured Obligations under this Pledge and Security Agreement, or for the Notes obligation to observe, perform or discharge any of the terms, covenants or conditions contained herein or in the Guaranty, and, except as otherwise provided in this Section 7.8, (a) no attachment, execution, writ or other process shall be sought and no judicial proceeding shall be initiated by or on behalf of Pledgee against Pledgor or any Other Person as a result of a breach or default under this Pledge and Security Agreement or the IndentureGuaranty, except to the obligations extent that such attachment, execution, writ or judicial proceeding shall be necessary to enforce any of the Issuer hereunder and thereunder are limited-recourse obligations rights, remedies or recourses of the Issuer. Such obligations are non-recourse Pledgee against or with reference to the Issuer, its assets and its property other than the Collateral, and are payable (b) in the event that any suit is brought hereunder or under the Guaranty, any judgment obtained in or as a result of such suit shall be enforceable and/or enforced solely from against the Collateral; provided, subject to however, that nothing herein contained shall be construed to: (i) be a release or impairment of Pledgor's obligations hereunder or under the Guaranty or any prior security interests therein, and following realization of the CollateralLoan Documents, (ii) prevent Pledgee from exercising and enforcing, consistent with the provisions of this Section 7.8, any claims other remedy allowed at law or in equity or by statute or by the terms hereof or of the Guaranty or of any party hereto under this Agreementother Loan Document, the Notes or the Indenture (other than the Issueriii) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer prevent Pledgee from recovering from Pledgor (or any person owningsuch Other Person), directly or indirectlylimit Pledgee's recourse against Pledgor (or any such Other Person) for, any funds, damages or costs (including, without limitation, reasonable legal expenses) incurred by Pledgee as a result of any willful act or beneficial interest omission in the Issuerbad faith, any fraudulent act or omission, or any successors or assigns breach of any of the foregoing (the “Exculpated Parties”) for the payment following sections of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability this Pledge and obligation of the Issuer to perform and observe the obligations contained in this Security Agreement: Section 2.4, the Notes first sentence of Section 4.2, Section 4.3(a), Section 4.4, Section 4.5 and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a party4.7(ii).

Limited Recourse. Notwithstanding any other provision of this Agreement, the Notes or the Indenture, the obligations of the Issuer hereunder and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 5.14 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a party.

Limited Recourse. Notwithstanding any other provision of this Agreement, the Notes Certificates or the IndenturePSA, the obligations of the Issuer Transferor hereunder and thereunder are limited-recourse obligations of the IssuerTransferor. Such obligations are non-recourse to the IssuerTransferor, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes Certificates or the Indenture PSA (other than the IssuerTransferor) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer Transferor or any person owning, directly or indirectly, any legal or beneficial interest in the IssuerTransferor, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the IssuerTransferor) shall enforce the liability and obligation of the Issuer Transferor to perform and observe the obligations contained in this Agreement, the Notes Certificate and the other Transaction Documents to which the Issuer Transferor is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the IssuerTransferor, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer Transferor under the NotesCertificates, or secured by the IndenturePSA, as applicable, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer Transferor as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the IssuerTransferor, (iv) impair the right of any party hereto (other than the IssuerTransferor) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the IssuerTransferor) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture PSA, as applicable, or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes Certificates and the Transaction Documents to which the Issuer Transferor is a party.

Limited Recourse. Notwithstanding any other provision Subject to the provisions and limitations of this AgreementSection 13, the Notes or obligation to repay the Indenture, the obligations of the Issuer hereunder and thereunder are limited-recourse obligations of the Issuer. Such obligations are Agency 20% Loan is a non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform Borrower. Borrower and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action general or proceeding wherein a money judgment establishing limited partner of Borrower’s limited partnership shall not have any personal liability for repayment of the loan, except as provided in this Section 13. The sole recourse of Agency shall be sought the exercise of its rights against the IssuerProperty and any related security for the Agency 20% Loan. Provided, subject to the following sentencehowever, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, (iia) constitute a waiver, release or discharge waiver of any indebtedness obligation evidenced by this Note or obligation the Agency 20% Deed of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, Trust; (iiib) limit the right of any Person the Agency to name the Issuer Borrower as a party defendant in any action or suit or in the exercise of any other remedy for judicial foreclosure and sale under this Agreement Note and the other Transaction Documents, Agency 20% Deed of Trust or any action or proceeding hereunder so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or taken against Borrower; (if obtainedc) enforced release or impair this Note or the Agency 20% Deed of Trust; (d) prevent or in any way hinder Agency from exercising, or constitute a defense, an affirmative defense, a counterclaim, or other basis for relief in respect of the exercise of, any other remedy against the Issuermortgaged Property or any other instrument securing the Note or as prescribed by law or in equity in case of default; (e) prevent or in any way hinder Agency from exercising, (iv) impair or constitute a defense, an affirmative defense, a counterclaim, or other basis for relief in respect of the right exercise of, its remedies in respect of any party hereto deposits, insurance proceeds, condemnation awards or other monies or other collateral or letters of credit securing the Note; (other than f) relieve Borrower of any of its obligations under any indemnity delivered by Borrower to Agency; or (g) affect in any way the Issuer) to obtain validity of any guarantee or indemnity from any person of all or any of the appointment obligations evidenced and secured by this Note and the Agency 20% Deed of Trust. The foregoing provisions of this paragraph are limited by the provision that in the event of the occurrence of a receiver default, Borrower and its successors and assigns shall have personal liability hereunder for any deficiency judgment, but only if and to the extent Borrower, its principals, shareholders, partners or (v) constitute a waiver its successors and assigns received rentals, other revenues, or other payments or proceeds in respect of any right the mortgaged Property after the occurrence of such default, which any party hereto (rentals, other than the Issuer) may revenues, or other payments or proceeds have under any applicable insolvency laws to file a claim not been used for the full amount payment of ordinary and reasonable operating expenses of the indebtedness or obligations secured by mortgaged Property, ordinary and reasonable capital improvements to the Indenture or to require that the Collateral shall continue to secure all mortgaged Property, debt service, real estate taxes in respect of the indebtedness mortgaged Property and basic management fees, but not incentive fees, payable to an entity or obligations owing to the Noteholders person unaffiliated with Borrower in accordance connection with the Notes operation of the mortgaged Property, which are then due and payable. Notwithstanding the Transaction Documents to which the Issuer is a first sentence of this paragraph, Agency may recover directly from Borrower or from any other party.:

Limited Recourse. Notwithstanding anything to the contrary ---------------- contained herein or in the Pledge Agreement, except as otherwise provided in this Section 2, neither Guarantor nor any of its shareholders, officers, directors, partners, employees, agents or other representatives ("Other Persons") shall have any personal liability for the Obligations or the Guaranteed Expenses under this Guaranty, or for the obligation to observe, perform or discharge any of the terms, covenants or conditions contained herein or in the Pledge Agreement, and, except as otherwise provided in this Section 2, (a) no attachment, execution, writ or other process shall be sought and no judicial proceeding shall be initiated by or on behalf of Lender against Guarantor or any Other Person as a result of a breach or default under this Guaranty or the Pledge Agreement, except to the extent that such attachment, execution, writ or judicial proceeding shall be necessary to enforce any of the rights, remedies or recourses of Lender against or with reference to the Collateral (as defined in the Pledge Agreement), and (b) in the event that any suit is brought hereunder or under the Pledge Agreement, any judgment obtained in or as a result of such suit shall be enforceable and/or enforced solely against the Collateral; provided, however, that nothing herein contained shall -------- ------- be construed to: (i) be a release or impairment of Guarantor's obligations hereunder or under the Pledge Agreement, (ii) prevent Lender from exercising and enforcing, consistent with the provisions of this Section 2, any other provision of this Agreement, remedy allowed at law or in equity or by statute or by the Notes terms hereof or the IndenturePledge Agreement or (iii) prevent Lender from recovering from Guarantor (or any such Other Person), the obligations of the Issuer hereunder and thereunder are limited-or limit Lender's recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to against Guarantor (or any prior security interests therein, and following realization of the Collateralsuch Other Person) for, any claims funds, damages or costs (including, without limitation, reasonable legal expenses) incurred by Lender as a result of any party hereto under this Agreementwillful act or omission in bad faith, the Notes any fraudulent act or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer omission or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns breach of any of the foregoing (following sections of the “Exculpated Parties”) for Pledge Agreement: Section 2.4, the payment first sentence of Section 4.2, Section 4.3(a), Section 4.4, Section 4.5 and Section 4.7(ii). Nothing in this Paragraph 2 shall be deemed to increase the liability of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to such Other Person beyond that which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Other Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount partnership agreement of the indebtedness Guarantor or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyunder law.

Limited Recourse. Notwithstanding anything to the contrary ---------------- contained herein or in the Guaranty, except as otherwise provided in this Section 7.8, neither Pledgor nor any of its shareholders, officers, directors, partners, employees, agents or other provision of representatives ("Other Persons") shall have any personal liability for the Secured Obligations under this Pledge and Security Agreement, or for the Notes obligation to observe, perform or discharge any of the terms, covenants or conditions contained herein or in the Guaranty, and, except as otherwise provided in this Section 7.8, (a) no attachment, execution, writ or other process shall be sought and no judicial proceeding shall be initiated by or on behalf of Pledgee against Pledgor or any Other Person as a result of a breach or default under this Pledge and Security Agreement or the IndentureGuaranty, except to the obligations extent that such attachment, execution, writ or judicial proceeding shall be necessary to enforce any of the Issuer hereunder and thereunder are limited-recourse obligations rights, remedies or recourses of the Issuer. Such obligations are non-recourse Pledgee against or with reference to the Issuer, its assets and its property other than the Collateral, and are payable (b) in the event that an suit is brought hereunder or under the Guaranty, any judgment obtained in or as a result of such suit shall be enforceable and/or enforced solely from against the Collateral; provided, subject to however, that nothing herein -------- ------- contained shall be construed to: (i) be a release or impairment of Pledgor's obligations hereunder or under the Guaranty, (ii) prevent Pledgee from exercising and enforcing, consistent with the provisions of this Section 7.8, any prior security interests therein, and following realization other remedy allowed at law or in equity or by statute or by the terms hereof or of the CollateralGuaranty or (iii) prevent Pledgee from recovering from Pledgor (or any such Other Person), or limit Pledgee's recourse against Pledgor (or any such Other Person) for, any claims funds, damages or costs (including, without limitation, reasonable legal expenses) incurred by Pledgee as a result of any party hereto under this Agreement, the Notes willful act or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectlyomission in bad faith, any legal fraudulent act or beneficial interest in the Issueromission, or any successors or assigns breach of any of the foregoing (following sections of this Pledge and Security Agreement: Section 2.4, the “Exculpated Parties”) for first sentence of Section 4.2, Section 4.3(a), Section 4.4, Section 4.5 and Section 4.7(ii). Nothing in this Section 7.8 shall be deemed to increase the payment liability of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to such Other Person beyond that which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Other Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount partnership agreement of the indebtedness Pledgor or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyunder law.

Limited Recourse. Each of the Collateral Administrator and the Collateral Manager agrees that the payment of all amounts to which it is entitled pursuant to this Agreement from the Issuer shall be subordinated to the extent set forth in the Indenture. Notwithstanding any other provision of this Agreement, the Notes or the Indenture, all of the obligations of the Issuer hereunder under this Agreement at all times and thereunder from time to time are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse Issuer payable solely as Administrative Expenses from amounts credited at such time to the Issuer, its assets Expense Account pursuant to Section 10.3(c) of the Indenture and its property other than the Collateral, Issuer Sale and are payable solely from Contribution Agreement or according to the Collateral, subject to any prior security interests thereinPriority of Payments, and following the reduction thereof to zero and realization of all other Collateral available at such time and application of the Collateralproceeds thereof in accordance with the Indenture, all obligations of and any claims of any party hereto under this Agreement, against the Notes Issuer hereunder or the Indenture (other than the Issuer) arising in connection herewith shall be extinguished and shall not thereafter be reinstatedrevive. No Each of the Collateral Administrator and the Collateral Manager further agrees that, except as so contemplated by Section 10.3(c) of the Indenture and the Issuer Sale and Contribution Agreement or according to the Priority of Payments, it will not have any recourse shall be had against any principalother asset of the Issuer or against any Officer, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent shareholder or affiliate incorporator of the Issuer or any person owningits Affiliates, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in under this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 16 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, ; or (ii) constitute a waiver, release or discharge of any indebtedness or obligation of evidenced by the Issuer under the Notes, Notes or secured by the Indenture, Indenture until the such Collateral has been realized, whereupon any such outstanding indebtedness or obligation . It is further understood that this Section 16 shall be extinguished, (iii) not limit the right of any Person to name the Issuer as a party defendant in any action or suit Proceeding or in the exercise of any other remedy under this Agreement and the other Transaction DocumentsNotes or the Indenture, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount such Person. Each of the indebtedness or obligations secured by the Indenture or to require that Collateral Administrator and the Collateral shall continue Manager consents to secure all the assignment of this Agreement as provided in the Granting Clause of the indebtedness or obligations owing to Indenture. This Section 16 shall survive the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partytermination of this Agreement.

Limited Recourse. Notwithstanding anything in this Agreement to the contrary, (i) the obligations and liabilities of the Company under this Agreement and all other obligations, liabilities, claims, losses, damages or Actions (whether in law or in equity and whether based on contract, tort or otherwise) of the Company that may be based on, arise out of or relate to this Agreement (including any breach or alleged breach hereof), the negotiation, execution or performance hereof or the transactions contemplated hereby or in respect of any other provision document or theory of law or equity or in respect of any oral or written representations made or alleged to be made in connection herewith or therewith, whether at law or equity, in contract, in tort or otherwise, will be without recourse of any kind to any Company Related Party other than the Company and (ii) the obligations and liabilities of the Parent and Merger Sub under this Agreement and all other obligations, liabilities, claims, losses, damages or Actions (whether in law or in equity and whether based on contract, tort or otherwise) of the Parent or Merger Sub that may be based on, arise out of or relate to this Agreement, the Notes Limited Guarantee or the IndentureFinancing Commitments (including any breach or alleged breach hereof or thereof), the obligations negotiation, execution or performance hereof or thereof or the transactions contemplated hereby or thereby or in respect of the Issuer hereunder and thereunder are limited-any other document or theory of law or equity or in respect of any oral or written representations made or alleged to be made in connection herewith or therewith, whether at law or equity, in contract, in tort or otherwise, will be without recourse obligations of the Issuer. Such obligations are non-recourse any kind to the Issuer, its assets and its property any Parent Related Party other than the CollateralParent and Merger Sub, except that (w) the Parent Related Parties may assert claims against each other, (x) the Company may assert claims against the Guarantors under, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness terms and conditions of, the Limited Guarantee, (y) the Company may assert claims against the Investors under, and subject to all of the terms and conditions of, the Equity Financing Commitment and (z) the Company may assert claims under or obligations owing to the Noteholders in accordance with the Notes and Confidentiality Agreement against the Transaction Documents to which the Issuer is a partyother Person party thereto.

Limited Recourse. Notwithstanding anything to the contrary contained herein or in the Pledge Agreement, except as otherwise provided in this Section 2, neither any Guarantor nor any of its shareholders, officers, directors, partners, employees, agents or other representatives ("Other Persons") shall have any personal liability for the Obligations or the Guaranteed Expenses under this Guaranty, or for the obligation to observe, perform or discharge any of the terms, covenants or conditions contained herein or in the Pledge Agreement, and, except as otherwise provided in this Section 2, (a) no attachment, execution, writ or other process shall be sought and no judicial proceeding shall be initiated by or on behalf of Lender against any Guarantor or any Other Person as a result of a breach or default under this Guaranty or the Pledge Agreement, except to the extent that such attachment, execution, writ or judicial proceeding shall be necessary to enforce any of the rights, remedies or recourses of Lender against or with reference to the Collateral (as defined in the Pledge Agreement), and (b) in the event that any suit is brought hereunder or under the Pledge Agreement, any judgment obtained in or as a result of such suit shall be enforceable and/or enforced solely against the Collateral; PROVIDED, HOWEVER, that nothing herein contained shall be construed to: (i) be a release or impairment of any Guarantor's obligations hereunder or under the Pledge Agreement, (ii) prevent Lender from exercising and enforcing, consistent with the provisions of this Section 2, any other provision of this Agreement, remedy allowed at law or in equity or by statute or by the Notes terms hereof or the IndenturePledge Agreement or (iii) prevent Lender from recovering from any Guarantor (or any such Other Person), the obligations of the Issuer hereunder and thereunder are limited-or limit Lender's recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to against any prior security interests therein, and following realization of the CollateralGuarantor (or any such Other Person) for, any claims funds, damages or costs (including, without limitation, reasonable legal expenses) incurred by Lender as a result of any party hereto under this Agreementwillful act or omission in bad faith, the Notes any fraudulent act or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer omission or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns breach of any of the foregoing (following sections of the “Exculpated Parties”) for Pledge Agreement: the payment first sentence of Section 4.2, Section 4.3(a), Section 4.4, Section 4.5 and Section 4.7(ii). Nothing in this Paragraph 2 shall be deemed to increase the liability of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to such Other Person beyond that which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Other Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount partnership agreement of the indebtedness Guarantor or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyunder law.

Limited Recourse. Notwithstanding anything to the contrary contained herein or in the Guaranty, except as otherwise provided in this Section 7.8, neither any Pledgor nor any of its shareholders, officers, directors, partners, employees, agents or other provision of representatives ("Other Persons") shall have any personal liability for the Secured Obligations under this Pledge and Security Agreement, or for the Notes obligation to observe, perform or discharge any of the terms, covenants or conditions contained herein or in the Guaranty, and, except as otherwise provided in this Section 7.8, (a) no attachment, execution, writ or other process shall be sought and no judicial proceeding shall be initiated by or on behalf of Pledgee against any Pledgor or any Other Person as a result of a breach or default under this Pledge and Security Agreement or the IndentureGuaranty, except to the obligations extent that such attachment, execution, writ or judicial proceeding shall be necessary to enforce any of the Issuer hereunder and thereunder are limited-recourse obligations rights, remedies or recourses of the Issuer. Such obligations are non-recourse Pledgee against or with reference to the Issuer, its assets and its property other than the Collateral, and are payable (b) in the event that any suit is brought hereunder or under the Guaranty, any judgment obtained in or as a result of such suit shall be enforceable and/or enforced solely from against the Collateral; PROVIDED, subject to HOWEVER, that nothing herein contained shall be construed to: (i) be a release or impairment of any prior security interests thereinPledgor's obligations hereunder or under the Guaranty, (ii) prevent Pledgee from exercising and following realization enforcing, consistent with the provisions of this Section 7.8, any other remedy allowed at law or in equity or by statute or by the terms hereof or of the CollateralGuaranty or (iii) prevent Pledgee from recovering from any Pledgor (or any such Other Person), or limit Pledgee's recourse against any Pledgor (or any such Other Person) for, any claims funds, damages or costs (including, without limitation, reasonable legal expenses) incurred by Pledgee as a result of any party hereto under this Agreement, the Notes willful act or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against omission of any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectlyPledgor in bad faith, any legal fraudulent act or beneficial interest in the Issueromission of any Pledgor, or any successors or assigns breach of any of the foregoing (following sections of this Pledge and Security Agreement: the “Exculpated Parties”) for first sentence of Section 4.2, Section 4.3(a), Section 4.4, Section 4.5 and Section 4.7(ii). Nothing in this Section 7.8 shall be deemed to increase the payment liability of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to such Other Person beyond that which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Other Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount partnership agreement of the indebtedness Pledgor or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyunder law.

Limited Recourse. Notwithstanding any other provision of this Agreement, the Notes or the Indenture, the obligations of the Issuer hereunder and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become Securities Account Control Agreement due under any security, instrument or agreement which is part of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a party.

Limited Recourse. Notwithstanding any other provision of this Agreement, the Notes or the Indenture, the obligations of the Issuer hereunder and thereunder are limited-limited- recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a party.

Limited Recourse. Notwithstanding any other provision of this anything to the contrary contained herein or in the Security Agreement, except as otherwise provided in this Section 2, neither Guarantor nor any of its shareholders, officers, directors, partners, employees, agents or other representatives ("Other Persons") shall have any personal liability for the Notes or the Indenture, the obligations of the Issuer hereunder and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto Obligations under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the IssuerGuaranty, or any successors for the obligation to observe, perform or assigns of discharge any of the foregoing (terms, covenants or conditions contained herein or in the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained Security Agreement, and, except as otherwise provided in this AgreementSection 2, the Notes and the (a) no attachment, execution, writ or other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability process shall be sought and no judicial proceeding shall be initiated by or on behalf of Lender against Guarantor or any Other Person as a result of a breach or default under this Guaranty or the Security Agreement, except to the extent that such attachment, execution, writ or judicial proceeding shall be necessary to enforce any of the rights, remedies or recourses of Lender against or with reference to the right to receive Distributions with respect to the Interests (as defined in the Security Agreement), and (b) in the event that any suit is brought hereunder or under the Security Agreement, any judgment obtained in or as a result of such suit shall be enforceable and/or enforced solely against the Issuer, subject right to receive Distributions with respect to the following sentenceInterests; provided, however, that nothing herein contained shall be construed to: (i) be a release or impairment of Guarantor's obligations hereunder, under the Exculpated Parties. It is understood that Security Agreement or under the foregoing Loan Documents, (ii) prevent Lender from exercising and enforcing, consistent with the provisions of this Section 5.13 shall not (i) prevent recourse to 2, any other remedy allowed at law or in equity or by statute or by the Collateral for terms hereof, or by the sums due or to become due under any security, instrument or agreement which is part terms of the Collateral, (ii) constitute a waiver, release Security Agreement or discharge of any indebtedness or obligation of the Issuer under the Notes, Loan Documents; or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) prevent Lender from recovering from Guarantor, or limit the right Lender's recourse against Guarantor for, any funds, damages or costs (including, without limitation, reasonable legal expenses) incurred by Lender as a result of any Person to name the Issuer as a party defendant willful act or omission in bad faith or any action fraudulent act or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyomission.

Limited Recourse. Notwithstanding any other provision of this Agreement, the Notes or the Indenture, the obligations of the Issuer hereunder and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Basic Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Basic Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Basic Documents to which the Issuer is a party.. HAROT 2022-2 Securities Account Control Agreement

Limited Recourse. Notwithstanding anything to the contrary contained herein or in the Guaranty, except as otherwise provided in this Section 7.8, neither Pledgor nor any of its shareholders, officers, directors, partners, employees, agents or other provision of representatives ("Other Persons") shall have any personal liability for the Secured Obligations under this Pledge and Security Agreement, or for the Notes obligation to observe, perform or discharge any of the terms, covenants or conditions contained herein or in the Guaranty, and, except as otherwise provided in this Section 7.8, (a) no attachment, execution, writ or other process shall be sought and no judicial proceeding shall be initiated by or on behalf of Pledgee against Pledgor or any Other Person as a result of a breach or default under this Pledge and Security Agreement or the IndentureGuaranty, except to the obligations extent that such attachment, execution, writ or judicial proceeding shall be necessary to enforce any of the Issuer hereunder and thereunder are limited-recourse obligations rights, remedies or recourses of the Issuer. Such obligations are non-recourse Pledgee against or with reference to the Issuer, its assets and its property other than the Collateral, and are payable (b) in the event that an suit is brought hereunder or under the Guaranty, any judgment obtained in or as a result of such suit shall be enforceable and/or enforced solely from against the Collateral; provided, subject to however, that nothing herein contained shall be construed to: (i) be a release or impairment of Pledgor's obligations hereunder or under the Guaranty, (ii) prevent Pledgee from exercising and enforcing, consistent with the provisions of this Section 7.8, any prior security interests therein, and following realization other remedy allowed at law or in equity or by statute or by the terms hereof or of the CollateralGuaranty or (iii) prevent Pledgee from recovering from Pledgor (or any such Other Person), or limit Pledgee's recourse against Pledgor (or any such Other Person) for, any claims funds, damages or costs (including, without limitation, reasonable legal expenses) incurred by Pledgee as a result of any party hereto under this Agreement, the Notes willful act or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectlyomission in bad faith, any legal fraudulent act or beneficial interest in the Issueromission, or any successors or assigns breach of any of the foregoing (following sections of this Pledge and Security Agreement: Section 2.4, the “Exculpated Parties”) for first sentence of Section 4.2, Section 4.3(a), Section 4.4, Section 4.5 and Section 4.7(ii). Nothing in this Section 7.8 shall be deemed to increase the payment liability of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to such Other Person beyond that which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Other Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount partnership agreement of the indebtedness Pledgor or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyunder law.

Limited Recourse. Each of the Collateral Administrator and the Collateral Manager agrees that the payment of all amounts to which it is entitled pursuant to this Agreement shall be subordinated to the extent set forth in the Indenture. Notwithstanding any other provision of this Agreement, the Notes or the Indenture, all of the obligations of the Issuer hereunder and thereunder under this Agreement are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse Issuer payable solely as Administrative Expenses from amounts credited to the IssuerExpense Account pursuant to Section 10.3(c) of the Indenture and the Equity Contribution Agreement or, its assets and its property other than in the Collateralcase of a Contribution Event, and are payable solely from according to the Collateral, subject to any prior security interests thereinPriority of Payments, and following the reduction thereof to zero and realization of all other Collateral and application of the Collateralproceeds thereof in accordance with the Indenture, all obligations of and any claims of any party hereto under this Agreement, against the Notes Issuer hereunder or the Indenture (other than the Issuer) arising in connection herewith shall be extinguished and shall not thereafter be reinstatedrevive. No Each of the Collateral Administrator and the Collateral Manager further agrees that, except as so contemplated by Section 10.3(c) of the Indenture and the Equity Contribution Agreement or, in the case of a Contribution Event, according to the Priority of Payments, it will not have any recourse shall be had against any principalother asset of the Issuer or against any Officer, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent shareholder or affiliate incorporator of the Issuer or any person owningits Affiliates, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in under this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 16 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, ; or (ii) constitute a waiver, release or discharge of any indebtedness or obligation of evidenced by the Issuer under the Notes, Notes or secured by the Indenture, Indenture until the such Collateral has been realized, whereupon any such outstanding indebtedness or obligation . It is further understood that this Section 16 shall be extinguished, (iii) not limit the right of any Person to name the Issuer as a party defendant in any action or suit Proceeding or in the exercise of any other remedy under this Agreement and the other Transaction DocumentsNotes or the Indenture, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount such Person. Each of the indebtedness or obligations secured by the Indenture or to require that Collateral Administrator and the Collateral shall continue Manager consents to secure all the assignment of this Agreement as provided in the Granting Clause of the indebtedness or obligations owing to Indenture. This Section 16 shall survive the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partytermination of this Agreement.

Limited Recourse. Notwithstanding any other provision of this Agreement, anything to the Notes or the Indenturecontrary contained herein, the obligations of any CP Issuer under this Agreement are solely the Issuer hereunder and thereunder are limited-recourse corporate obligations of such CP Issuer and, in the Issuer. Such case of obligations of a CP Issuer other than Commercial Paper, shall be payable at such time as funds are non-recourse actually received by, or are available to, such CP Issuer in excess of funds necessary to pay in full all outstanding Commercial Paper and, to the Issuerextent funds are not available to pay such obligations, its assets and its property other than the Collateral, and are payable solely from claims relating thereto shall not constitute a claim against such CP Issuer but shall continue to accrue. Each party hereto agrees that the Collateral, subject to payment of any prior security interests therein, and following realization claim (as defined in Section 101 of Title 11 of the Collateral, any claims Bankruptcy Code) of any such party hereto under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstatedsubordinated to the payment in full of all of such CP Issuer's Commercial Paper. No recourse under any obligation, covenant or agreement of a CP Issuer contained in this Agreement shall be had against any principalincorporator, stockholder, officer, director, member, manager, employee or agent of such CP Issuer, the Funding Agent for such CP Issuer or any of their Affiliates (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 Agreement is solely a corporate obligation of such CP Issuer, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, employee, beneficiary, shareholder, partnerdirector, member, trusteemanager, employee or agent or affiliate of such CP Issuer, the Funding Agent for such CP Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, of their Affiliates (solely by virtue of such capacity) or any successors of them under or assigns by reason of any of the foregoing (the “Exculpated Parties”) for the payment obligations, covenants or agreements of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the such CP Issuer to perform and observe the obligations contained in this Agreement, the Notes or implied therefrom, and the other Transaction Documents to which the Issuer is a party by that any action or proceeding wherein a money judgment establishing any and all personal liability shall be sought against the Issuerfor breaches by such CP Issuer of any of such obligations, subject to the following sentencecovenants 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 Exculpated Parties. It is understood execution of this Agreement; provided that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or to become due under fraudulent omissions made by them or in any security, instrument or agreement which is part case of the Collateralgross negligence, (ii) constitute a waiver, release bad faith or discharge willful misconduct of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyPerson.