Common use of Limited Recourse Clause in Contracts

Limited Recourse. (a) Notwithstanding anything to the contrary contained herein, any obligations of each CP Conduit Purchaser hereunder to any party hereto are solely the corporate obligations of such CP Conduit Purchaser and shall be payable at such time as funds are received by or are available to such CP Conduit Purchaser in excess of funds necessary to pay in full all of its outstanding Commercial Paper and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against such CP Conduit Purchaser but shall continue to accrue. Each party hereto agrees that the payment of any claim (as defined in Section 101 of Title 11 of the Bankruptcy Code) of any such party against a CP Conduit Purchaser shall be subordinated to the payment in full of all of its Commercial Paper. (b) No recourse under any obligation, covenant or agreement of any CP Conduit Purchaser contained herein shall be had against any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of their Affiliates 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 Supplement is solely a corporate obligation of such CP Conduit Purchaser individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of such CP Conduit Purchaser contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by such CP Conduit Purchaser of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Supplement; PROVIDED that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 shall survive termination of this Supplement.

Limited Recourse. (a) Notwithstanding anything to the contrary contained hereinin the Lending Agreement, any obligations (x) the Obligations of each CP Conduit Purchaser hereunder to any party hereto Borrower are solely the corporate obligations of such CP Conduit Purchaser Borrower and (y) with respect to any Loan, the Obligations shall be payable at such time as funds are received by or are available to such CP Conduit Purchaser in excess of funds necessary to pay in full all of its outstanding Commercial Paper and, solely to the extent of funds are received (i) by Custodian in respect of interest payments on and principal payments of the Collateral securing such Loan and (ii) as a result of the exercise of remedies with respect to the Collateral securing such Loan pursuant to Section 14.1 or 14.2; provided that the provisions of the preceding clause (y) shall be inapplicable to (1) all Obligations with respect to a Loan to the extent that the Borrower of such Loan is, at any time, not available an Eligible Borrower (determined on the basis of the criteria applicable to pay “eligible borrowers” in effect at the time such obligationsLoan was borrowed), (2) all Obligations of a Borrower that arise as a result of the claims relating inaccuracy of any of the representations and warranties made by such Borrower in Section 10.1(c) or 10.1(e), (3) all Obligations with respect to a Loan that arise pursuant to Lender’s reimbursement and repayment rights set forth in Sections 18.14 and 18.15 and (4) all Obligations with respect to a Loan if a Collateral Surrender and Acceptance Notice with respect thereto shall not constitute a claim against have been delivered to Custodian in accordance with Section 13.2 on or prior to the Maturity Date of such CP Conduit Purchaser but Loan. No recourse shall continue to accrue. Each party hereto agrees that be had for the payment of any claim (as defined amount owing in Section 101 of Title 11 of the Bankruptcy Code) respect of any such party obligation of, or claim against, any Borrower arising out of or based upon the Lending Agreement against Custodian, Administrator, any Primary Dealer or any holder of any equity interests in or any Related Party thereof; provided that (i) recourse may be had against a CP Conduit Purchaser shall be subordinated Primary Dealer in respect of any failure by such Primary Dealer to the payment in full of all of its Commercial Paper. (b) No recourse under perform any obligation, covenant or agreement of undertaken by it in the Lending Agreement and any CP Conduit Purchaser contained herein shall be had against any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of their Affiliates 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 Supplement is solely a corporate obligation of such CP Conduit Purchaser individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates (solely by virtue of such capacity) or any of them under or by reason failure of any of the obligations, covenants or agreements of such CP Conduit Purchaser contained in this Agreement, or implied therefrom, representations and that any and all personal liability for breaches warranties made by such CP Conduit Purchaser Primary Dealer in the Lending Agreement to be true and correct in all material respects when made (but in the case of any of the representations and warranties in Sections 10.1(d)(with respect to information obtained by such obligationsPrimary Dealer from third parties), covenants or agreements10.2(b), either at common law or at equity10.2(c), or 10.2(f) (with respect to information obtained by statutesuch Primary Dealer from third parties), rule or regulation10.2(g) and 10.2(h), of every only if such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of Primary Dealer shall have failed to exercise reasonable care to confirm their accuracy) and in consideration for the execution of this Supplement; PROVIDED that (ii) the foregoing shall not relieve any such Person person or entity from any liability it they might otherwise have as a result of gross negligence, willful misconduct or fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 shall survive the termination or expiration of this SupplementAgreement and, with respect to each Borrower, the payment in full of all of such Borrower’s Obligations.

Limited Recourse. (a) Notwithstanding anything to the contrary contained hereinin the Lending Agreement, any obligations (x) the Obligations of each CP Conduit Purchaser hereunder to any party hereto Borrower are solely the corporate obligations of such CP Conduit Purchaser Borrower and (y) with respect to any Loan, the Obligations shall be payable at such time as funds are received by or are available to such CP Conduit Purchaser in excess of funds necessary to pay in full all of its outstanding Commercial Paper and, solely to the extent of funds are received (i) by Custodian in respect of interest payments on and principal payments of the Collateral securing such Loan and (ii) as a result of the exercise of remedies with respect to the Collateral securing such Loan pursuant to Section 14.1 or 14.2; provided that the provisions of the preceding clause (y) shall be inapplicable to (1) all Obligations with respect to a Loan to the extent that the Borrower of such Loan is, at any time, not available an Eligible Borrower (determined on the basis of the criteria applicable to pay “eligible borrowers” in effect at the time such obligationsLoan was borrowed), (2) all Obligations of a Borrower that arise as a result of the claims relating inaccuracy of any of the representations and warranties made by such Borrower in Section 10.1(c) or 10.1(e), (3) all Obligations with respect to a Loan that arise pursuant to ▇▇▇▇▇▇’s right of reimbursement set forth in Section 18.14 and (4) all Obligations with respect to a Loan if a Collateral Surrender and Acceptance Notice with respect thereto shall not constitute a claim against have been delivered to Custodian in accordance with Section 13.2 on or prior to the Maturity Date of such CP Conduit Purchaser but Loan. No recourse shall continue to accrue. Each party hereto agrees that be had for the payment of any claim (as defined amount owing in Section 101 of Title 11 of the Bankruptcy Code) respect of any such party obligation of, or claim against, any Borrower arising out of or based upon the Lending Agreement against Custodian, Administrator, any Primary Dealer or any holder of any equity interests in or any Related Party thereof; provided that (i) recourse may be had against a CP Conduit Purchaser shall be subordinated Primary Dealer in respect of any failure by such Primary Dealer to the payment in full of all of its Commercial Paper. (b) No recourse under perform any obligation, covenant or agreement of undertaken by it in the Lending Agreement and any CP Conduit Purchaser contained herein shall be had against any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of their Affiliates 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 Supplement is solely a corporate obligation of such CP Conduit Purchaser individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates (solely by virtue of such capacity) or any of them under or by reason failure of any of the obligations, covenants or agreements of such CP Conduit Purchaser contained in this Agreement, or implied therefrom, representations and that any and all personal liability for breaches warranties made by such CP Conduit Purchaser Primary Dealer in the Lending Agreement to be true and correct in all material respects when made (but in the case of any of the representations and warranties in Sections 10.1(d)(with respect to information obtained by such obligationsPrimary Dealer from third parties), covenants or agreements10.2(b), either at common law or at equity10.2(c), or 10.2(f) (with respect to information obtained by statutesuch Primary Dealer from third parties), rule or regulation10.2(g) and 10.2(h), of every only if such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Supplement; PROVIDED that Primary Dealer shall have failed to exercise reasonable care to confirm their accuracy) and (ii) the foregoing shall not relieve any such Person person or entity from any liability it they might otherwise have as a result of gross negligence, willful misconduct or fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 shall survive the termination or expiration of this SupplementAgreement and, with respect to each Borrower, the payment in full of all of such Borrower’s Obligations.

Limited Recourse. (a) Notwithstanding anything to the contrary contained hereinin the Lending Agreement, any obligations (x) the Obligations of each CP Conduit Purchaser hereunder to any party hereto Borrower are solely the corporate obligations of such CP Conduit Purchaser Borrower and (y) with respect to any Loan, the Obligations shall be payable at such time as funds are received by or are available to such CP Conduit Purchaser in excess of funds necessary to pay in full all of its outstanding Commercial Paper and, solely to the extent of funds are received (i) by Custodian in respect of interest and other payments on and principal payments of the Collateral securing such Loan and (ii) as a result of the exercise of remedies with respect to the Collateral securing such Loan pursuant to Section 14.1 or 14.2; provided that the provisions of the preceding clause (y) shall be inapplicable to (1) all Obligations with respect to a Loan to the extent that the Borrower of such Loan is, at any time, not available an Eligible Borrower (determined on the basis of the criteria applicable to pay “eligible borrowers” in effect at the time such obligationsLoan was borrowed), (2) all Obligations of a Borrower that arise as a result of the claims relating inaccuracy of any of the representations and warranties made by such Borrower in Section 10.1(c) or 10.1(e), (3) all Obligations with respect to a Loan that arise pursuant to Lender’s reimbursement and repayment rights set forth in Sections 18.14 and 18.15 and (4) all Obligations with respect to a Loan if a Collateral Surrender and Acceptance Notice with respect thereto shall not constitute a claim against have been delivered to Custodian in accordance with Section 13.2 on or prior to the Maturity Date of such CP Conduit Purchaser but Loan. No recourse shall continue to accrue. Each party hereto agrees that be had for the payment of any claim (as defined amount owing in Section 101 of Title 11 of the Bankruptcy Code) respect of any such party obligation of, or claim against, any Borrower arising out of or based upon the Lending Agreement against Custodian, Administrator, any TALF Agent or any holder of any equity interests in or any Related Party thereof; provided that (i) recourse may be had against a CP Conduit Purchaser shall be subordinated TALF Agent in respect of any failure by such TALF Agent to the payment in full of all of its Commercial Paper. (b) No recourse under perform any obligation, covenant or agreement of undertaken by it in the Lending Agreement and any CP Conduit Purchaser contained herein shall be had against any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of their Affiliates 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 Supplement is solely a corporate obligation of such CP Conduit Purchaser individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates (solely by virtue of such capacity) or any of them under or by reason failure of any of the obligations, covenants or agreements of such CP Conduit Purchaser contained in this Agreement, or implied therefrom, representations and that any and all personal liability for breaches warranties made by such CP Conduit Purchaser TALF Agent in the Lending Agreement to be true and correct in all material respects when made (but in the case of any of the representations and warranties in Sections 10.1(d)(with respect to information obtained by such obligationsTALF Agent from third parties), covenants or agreements10.2(b), either at common law or at equity10.2(c), or 10.2(f) (with respect to information obtained by statutesuch TALF Agent from third parties), rule or regulation10.2(g) and 10.2(h), of every only if such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of TALF Agent shall have failed to exercise reasonable care to confirm their accuracy) and in consideration for the execution of this Supplement; PROVIDED that (ii) the foregoing shall not relieve any such Person person or entity from any liability it they might otherwise have as a result of gross negligence, willful misconduct or fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 shall survive the termination or expiration of this SupplementAgreement and, with respect to each Borrower, the payment in full of all of such Borrower’s Obligations.

Limited Recourse. (a) Notwithstanding anything to the contrary contained herein, any obligations of each CP Conduit Purchaser hereunder to any party hereto are solely the corporate obligations of such CP Conduit Purchaser and shall be payable at such time as funds are received by or are available to such CP Conduit Purchaser in excess of funds necessary to pay in full all of its outstanding Commercial Paper and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against such CP Conduit Purchaser but shall continue to accrue. Each party hereto agrees that the payment of any claim (as defined in Section 101 of Title 11 of the Bankruptcy Code) of any such party against a CP Conduit Purchaser shall be subordinated to the payment in full of all of its Commercial Paper. (b) No recourse under any obligation, covenant or agreement of any CP Conduit Purchaser contained herein shall be had against any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of their Affiliates 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 Indenture Supplement is solely a corporate obligation of such CP Conduit Purchaser individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of such CP Conduit Purchaser contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by such CP Conduit Purchaser of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Indenture Supplement; PROVIDED provided that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 12.17 shall survive termination of this Indenture Supplement.

Limited Recourse. 4.1 Notwithstanding any other provision hereof or of the other Transaction Documents, the guarantee, indemnity and other obligations and agreements made by the Guarantor hereunder are made for the sole purpose of enabling the Collateral Agent to obtain an effective security interest in and to all of the Collateral as security for the payment and performance of the Guaranteed Obligations. Notwithstanding any other provision of this Guarantee or any of the other Transactions Documents: (a) Notwithstanding anything the liability of the Guarantor to the contrary contained herein, any obligations of each CP Conduit Purchaser Guarantee Beneficiaries hereunder to any party hereto are solely the corporate obligations of such CP Conduit Purchaser and shall be payable at such time as funds are received by or are available to such CP Conduit Purchaser in excess of funds necessary to pay in full all of its outstanding Commercial Paper and, is limited to the extent funds are not available such liability is required to pay such obligations, permit the claims relating thereto shall not constitute a claim against such CP Conduit Purchaser but shall continue Collateral Agent to accrue. Each party hereto agrees that realize upon the payment of any claim (as defined in Section 101 of Title 11 of the Bankruptcy Code) of any such party against a CP Conduit Purchaser shall be subordinated to the payment in full of all of its Commercial Paper.Collateral; (b) No none of the Guarantor Obligations or the rights against the Guarantor under or in respect of this Guarantee or any of the other Transaction Documents shall be personally binding upon the Guarantor, except to the extent necessary for the utilization or enforcement of the rights and remedies of the Guarantee Beneficiaries against the Collateral and only for such purpose; (c) the Guarantee Beneficiaries shall not be entitled to ▇▇▇ or to commence or join any action or other proceeding against the Guarantor, or cause the Collateral Agent or any other Person to ▇▇▇ or to commence or join any action or other proceeding against the Guarantor, in each case, to recover any sum owing by the Guarantor to the Guarantee Beneficiaries pursuant to this Guarantee, unless such suit or action is necessary to permit the Collateral Agent to realize upon the Collateral; (d) the Guarantee Beneficiaries shall look and have recourse under only to the Collateral in respect of the Guarantor Obligations and no recourse or resort for any obligation, covenant or agreement of any CP Conduit Purchaser contained herein Guarantor Obligations shall be had nor shall any judgment or order be issued against any incorporatorthe Guarantor or execution or other process or enforcement be levied against the property, stockholderassets, officerundertakings, directorrights or interests of the Guarantor other than the Collateral, employee except to the extent necessary for realization or agent enforcement against the Collateral and only for such purpose; and (e) the Guarantor Obligations shall be satisfied and paid only out of such CP Conduit Purchaserand enforced only against, its administrative agentand recourse hereunder shall be had only against, the Funding Collateral and no recourse shall be had by the Agent with respect to such CP Conduit Purchaser or any other Guarantee Beneficiary to any other assets, property, undertakings, rights or interests of their Affiliates by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed Guarantor and understood that this Supplement is solely a corporate obligation of such CP Conduit Purchaser individually, for greater clarity and that no personal liability whatever without limiting the foregoing the Guarantor shall attach not be liable to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of such CP Conduit Purchaser contained in this Agreement, or implied therefrom, and that Guarantee Beneficiaries for any and all personal liability for breaches by such CP Conduit Purchaser of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Supplement; PROVIDED that the foregoing shall not relieve deficiency resulting from any such Person from any liability it might otherwise have as a result of fraudulent actions taken realization or omissions made by them. The provisions of this Section 11.5 shall survive termination of this Supplementotherwise.

Limited Recourse. (a) Notwithstanding anything to the contrary contained hereinin the Lending Agreement, any obligations (x) the Obligations of each CP Conduit Purchaser hereunder to any party hereto Borrower are solely the corporate obligations of such CP Conduit Purchaser Borrower and (y) with respect to any Loan, the Obligations shall be payable at such time as funds are received by or are available to such CP Conduit Purchaser in excess of funds necessary to pay in full all of its outstanding Commercial Paper and, solely to the extent of funds are received (i) by Custodian in respect of interest and other payments on and principal payments of the Collateral securing such Loan and (ii) as a result of the exercise of remedies with respect to the Collateral securing such Loan pursuant to Section 14.1 or 14.2; provided that the provisions of the preceding clause (y) shall be inapplicable to (1) all Obligations with respect to a Loan to the extent that the Borrower of such Loan is, at any time, not available an Eligible Borrower (determined on the basis of the criteria applicable to pay “eligible borrowers” in effect at the time such obligationsLoan was borrowed), (2) all Obligations of a Borrower that arise as a result of the claims relating inaccuracy of any of the representations and warranties made by such Borrower in Section 10.1(c) or 10.1(e), (3) all Obligations with respect to a Loan that arise pursuant to Lender’s reimbursement and repayment rights set forth in Sections 18.14 and 18.15 and (4) all Obligations with respect to a Loan if a Collateral Surrender and Acceptance Notice with respect thereto shall not constitute a claim against have been delivered to Custodian in accordance with Section 13.2 on or prior to the Maturity Date of such CP Conduit Purchaser but Loan. No recourse shall continue to accrue. Each party hereto agrees that be had for the payment of any claim (as defined amount owing in Section 101 of Title 11 of the Bankruptcy Code) respect of any such party obligation of, or claim against, any Borrower arising out of or based upon the Lending Agreement against Custodian, Administrator, any Primary Dealer or any holder of any equity interests in or any Related Party thereof; provided that (i) recourse may be had against a CP Conduit Purchaser shall be subordinated Primary Dealer in respect of any failure by such Primary Dealer to the payment in full of all of its Commercial Paper. (b) No recourse under perform any obligation, covenant or agreement of undertaken by it in the Lending Agreement and any CP Conduit Purchaser contained herein shall be had against any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of their Affiliates 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 Supplement is solely a corporate obligation of such CP Conduit Purchaser individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates (solely by virtue of such capacity) or any of them under or by reason failure of any of the obligations, covenants or agreements of such CP Conduit Purchaser contained in this Agreement, or implied therefrom, representations and that any and all personal liability for breaches warranties made by such CP Conduit Purchaser Primary Dealer in the Lending Agreement to be true and correct in all material respects when made (but in the case of any of the representations and warranties in Sections 10.1(d)(with respect to information obtained by such obligationsPrimary Dealer from third parties), covenants or agreements10.2(b), either at common law or at equity10.2(c), or 10.2(f) (with respect to information obtained by statutesuch Primary Dealer from third parties), rule or regulation10.2(g) and 10.2(h), of every only if such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of Primary Dealer shall have failed to exercise reasonable care to confirm their accuracy) and in consideration for the execution of this Supplement; PROVIDED that (ii) the foregoing shall not relieve any such Person person or entity from any liability it they might otherwise have as a result of gross negligence, willful misconduct or fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 shall survive the termination or expiration of this SupplementAgreement and, with respect to each Borrower, the payment in full of all of such Borrower’s Obligations.

Limited Recourse. (a) Notwithstanding anything to the contrary contained hereinin the Lending Agreement, any obligations (x) the Obligations of each CP Conduit Purchaser hereunder to any party hereto Borrower are solely the corporate obligations of such CP Conduit Purchaser Borrower and (y) with respect to any Loan, the Obligations shall be payable at such time as funds are received by or are available to such CP Conduit Purchaser in excess of funds necessary to pay in full all of its outstanding Commercial Paper and, solely to the extent of funds are received (i) by Custodian in respect of interest and other payments on and principal payments of the Collateral securing such Loan and (ii) as a result of the exercise of remedies with respect to the Collateral securing such Loan pursuant to Section 14.1 or 14.2; provided that the provisions of the preceding clause (y) shall be inapplicable to (1) all Obligations with respect to a Loan to the extent that the Borrower of such Loan is, at any time, not available an Eligible Borrower (determined on the basis of the criteria applicable to pay “eligible borrowers” in effect at the time such obligationsLoan was borrowed), (2) all Obligations of a Borrower that arise as a result of the claims relating inaccuracy of any of the representations and warranties made by such Borrower in Section 10.1(c) or 10.1(e), (3) all Obligations with respect to a Loan that arise pursuant to Lender’’s reimbursement and repayment rights set forth in Sections 18.14 and 18.15 and (4) all Obligations with respect to a Loan if a Collateral Surrender and Acceptance Notice with respect thereto shall not constitute a claim against have been delivered to Custodian in accordance with Section 13.2 on or prior to the Maturity Date of such CP Conduit Purchaser but Loan. No recourse shall continue to accrue. Each party hereto agrees that be had for the payment of any claim (as defined amount owing in Section 101 of Title 11 of the Bankruptcy Code) respect of any such party obligation of, or claim against, any Borrower arising out of or based upon the Lending Agreement against Custodian, Administrator, any TALF Agent or any holder of any equity interests in or any Related Party thereof; provided that (i) recourse may be had against a CP Conduit Purchaser shall be subordinated TALF Agent in respect of any failure by such TALF Agent to the payment in full of all of its Commercial Paper. (b) No recourse under perform any obligation, covenant or agreement of undertaken by it in the Lending Agreement and any CP Conduit Purchaser contained herein shall be had against any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of their Affiliates 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 Supplement is solely a corporate obligation of such CP Conduit Purchaser individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates (solely by virtue of such capacity) or any of them under or by reason failure of any of the obligations, covenants or agreements of such CP Conduit Purchaser contained in this Agreement, or implied therefrom, representations and that any and all personal liability for breaches warranties made by such CP Conduit Purchaser TALF Agent in the Lending Agreement to be true and correct in all material respects when made (but in the case of any of the representations and warranties in Sections 10.1(d)(with respect to information obtained by such obligationsTALF Agent from third parties), covenants or agreements10.2(b), either at common law or at equity10.2(c), or 10.2(f) (with respect to information obtained by statutesuch TALF Agent from third parties), rule or regulation10.2(g) and 10.2(h), of every only if such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of TALF Agent shall have failed to exercise reasonable care to confirm their accuracy) and in consideration for the execution of this Supplement; PROVIDED that (ii) the foregoing shall not relieve any such Person person or entity from any liability it they might otherwise have as a result of gross negligence, willful misconduct or fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 shall survive the termination or expiration of this SupplementAgreement and, with respect to each Borrower, the payment in full of all of such Borrower’s Obligations.

Limited Recourse. (a) Notwithstanding anything to the contrary contained herein, any obligations of each CP Conduit Purchaser hereunder to any party hereto are solely the corporate obligations of such CP Conduit Purchaser and shall be payable at such time as funds are received by or are available to such CP Conduit Purchaser in excess of funds necessary to pay in full all of its outstanding Commercial Paper and, Excepting to the extent funds are not available as otherwise provided in any parent guarantee provided to pay such obligationsSeller under the Agreement, in the claims relating thereto event of non-performance by Buyer of its obligations hereunder, or any part thereof, or for any claim based thereon or otherwise in respect thereof or related thereto, no recourse shall not constitute a claim against such CP Conduit Purchaser but shall continue be had to accrue. Each party hereto agrees that the payment (i) any assets or properties of any claim (as defined in Section 101 of Title 11 of the Bankruptcy Codeshareholders, members or partners of the Buyer, (ii) any Affiliate of Buyer or (iii) any such party against a CP Conduit Purchaser officers, directors or employees thereof, and no judgment relating to the obligations of Buyer under the Agreement or for any claim based thereon or otherwise in respect thereof or related thereto, shall be subordinated to the payment in full obtainable by Seller against any shareholder, member, partner or Affiliate of all Buyer or any other officer, employee or director past, present or future of Buyer or any of its Commercial Papershareholders, members, partners or Affiliates. (b) No Excepting to the extent otherwise provided in any parent guarantee provided to Buyer under the Agreement, in the event of non-performance by Seller of its obligations hereunder, or any part thereof, or for any claim based thereon or otherwise in respect thereof or related thereto, no recourse under any obligation, covenant or agreement of any CP Conduit Purchaser contained herein shall be had to (i) any assets or properties of any of the shareholders, members or partners of the Seller, (ii) any Affiliate of Seller or (iii) any officers, directors or employees thereof, and no judgment relating to the obligations of Seller under the Agreement or for any claim based thereon or otherwise in respect thereof or related thereto, shall be obtainable by Seller against any incorporatorshareholder, stockholdermember, partner or Affiliate of the Seller or any other officer, director, employee or agent director past, present or future of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of their Affiliates 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 Supplement is solely a corporate obligation of such CP Conduit Purchaser individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser Seller or any of its Affiliates shareholders, members, partners or Affiliates. Seller shall not issue more than one (solely by virtue 1) invoice (or, following the assignment of the Agreement to the EPC Contractor, two (2) invoices) in any calendar month during the term of the Agreement. Seller shall not be entitled to invoice for a Payment Milestone until such Payment Milestone has been completed, such invoice shall include reasonable documentation of such capacity) or any of them under or by reason of any completion of the obligationsPayment Milestone, covenants including the documentation identified in the Payment Milestone Notes below and as may be further defined between Buyer and Seller during the kickoff meeting. Invoices shall include an affidavit setting forth the amounts paid by Seller to any “Major Subcontractors” under the Agreement in a form reasonably acceptable to Buyer and the Lenders. In addition to the amounts shown in the Payment Milestone in Section LB., below, Seller shall be permitted to invoice Buyer for the fixed fee of [***] as provided in Clause 7.1 of Appendix A of the Agreement in equal monthly installments in the amount of [***] during the first [***] of the Payment Schedule following the issuance of FNTP. The Transportation Costs as defined in Clause 7.1 of Appendix A shall not be included in the Aggregate Payment Milestone Cap. Concurrently with the monthly invoice described in the first paragraph of this Appendix B, Seller may submit to Buyer a dedicated monthly invoice for the transportation fixed fee and the Transportation Costs. Transportation Costs shall be documented by Seller providing to Buyer unredacted copies of purchase orders and other available documentation. Copies of invoices shall be provided as part of the monthly invoice for individual purchase orders or agreements Transportation Costs with a value in excess of [***]. In all other cases, Facility-specific ERP system reports in Excel format will be submitted with the applicable monthly invoice. Transportation Costs shall be certified by the Project Director as part of the applicable monthly invoice. Concurrently with the monthly invoice described in the first paragraph of this Appendix B, Seller may submit to Buyer a dedicated monthly invoice with respect to any Plaquemines Parish sales and use taxes that constitute Buyer Taxes. Any such CP Conduit Purchaser contained in this AgreementPlaquemines Parish sales and use taxes shall be documented by Seller providing the list, or implied therefromvalue, and that any and all personal liability for breaches by such CP Conduit Purchaser delivery date of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and the delivered equipment. Concurrently with the monthly invoice described in consideration for the execution first paragraph of this Supplement; PROVIDED that Appendix B, Seller may submit to Buyer a dedicated monthly invoice with respect to the foregoing Spare Parts. Spare Parts shall not relieve any such Person from any liability it might otherwise be documented by the Seller providing the list of the delivered spare parts and/or other available documentation to the Seller. Buyer shall have as a result of fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 shall survive termination of this Supplementthe right to audit all documentation pertaining to Transportation Costs and taxes on reasonable prior notice to Seller and during normal business hours in order to confirm the accuracy and completeness thereof.

Limited Recourse. (a) Notwithstanding anything to the contrary contained hereinin the Lending Agreement, any obligations (x) the Obligations of each CP Conduit Purchaser hereunder to any party hereto Borrower are solely the corporate obligations of such CP Conduit Purchaser Borrower and (y) with respect to any Loan, the Obligations shall be payable at such time as funds are received by or are available to such CP Conduit Purchaser in excess of funds necessary to pay in full all of its outstanding Commercial Paper and, solely to the extent of funds are received (i) by Custodian in respect of interest and other payments on and principal payments of the Collateral securing such Loan and (ii) as a result of the exercise of remedies with respect to the Collateral securing such Loan pursuant to Section 14.1 or 14.2; provided that the provisions of the preceding clause (y) shall be inapplicable to (1) all Obligations with respect to a Loan to the extent that the Borrower of such Loan is, at any time, not available an Eligible Borrower (determined on the basis of the criteria applicable to pay “eligible borrowers” in effect at the time such obligationsLoan was borrowed), (2) all Obligations of a Borrower that arise as a result of the claims relating inaccuracy of any of the representations and warranties made by such Borrower in Section 10.1(c) or 10.1(e), (3) all Obligations with respect to a Loan that arise pursuant to Lender’s reimbursement and repayment rights set forth in Sections 18.14 and 18.15 and (4) all Obligations with respect to a Loan if a Collateral Surrender and Acceptance Notice with respect thereto shall not constitute a claim against have been delivered to Custodian in accordance with Section 13.2 on or prior to the Maturity Date of such CP Conduit Purchaser but Loan. No recourse shall continue to accrue. Each party hereto agrees that be had for the payment of any claim (as defined amount owing in Section 101 of Title 11 of the Bankruptcy Code) respect of any such party obligation of, or claim against, any Borrower arising out of or based upon the Lending Agreement against Custodian, Administrator, any Primary Dealer or any holder of any equity interests in or any Related Party thereof; provided that (i) recourse may be had against a CP Conduit Purchaser shall be subordinated Primary Dealer in respect of any failure by such Primary Dealer to the payment in full of all of its Commercial Paper. (b) No recourse under perform any obligation, covenant or agreement of undertaken by it in the Lending Agreement and any CP Conduit Purchaser contained herein shall be had against any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of their Affiliates 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 Supplement is solely a corporate obligation of such CP Conduit Purchaser individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates (solely by virtue of such capacity) or any of them under or by reason failure of any of the obligations, covenants or agreements of such CP Conduit Purchaser contained in this Agreement, or implied therefrom, representations and that any and all personal liability for breaches warranties made by such CP Conduit Purchaser Primary Dealer in the Lending Agreement to be true and correct in all material respects when made (but in the case of any of the representations and warranties in Sections 10.1(d)(with respect to information obtained by such obligationsPrimary Dealer from third parties), covenants or agreements10.2(b), either at common law or at equity10.2(c), or 10.2(f) (with respect to information obtained by statutesuch Primary Dealer from third parties), rule or regulation10.2(g) and 10.2(h), of every only if such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Supplement; PROVIDED that Primary Dealer shall have failed to exercise reasonable care to confirm their accuracy) and (ii) the foregoing shall not relieve any such Person person or entity from any liability it they might otherwise have as a result of gross negligence, willful misconduct or fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 shall survive the termination or expiration of this SupplementAgreement and, with respect to each Borrower, the payment in full of all of such Borrower’s Obligations.

Limited Recourse. Notwithstanding any provision or obligation to the contrary set forth in this Loan Agreement, (1) the liability of the Borrower and any partner, trustee, director, officer, employee, or agent thereof (collectively, “Borrower Parties”) under this Loan Agreement or the Subordinate Mortgage shall be limited to the Mortgaged Property or to such other security as may from time to time be given or have been given for payment of the Borrower’s obligations under this Loan Agreement and Subordinate Bonds, and any judgment rendered against the Borrower Parties under this Loan Agreement or the Subordinate Mortgage and the Subordinate Bonds shall be limited to the Mortgaged Property and any other security so given for satisfaction thereof; and (2) no deficiency or other personal judgment nor any order or decree of specific performance shall be sought or rendered against the Borrower Parties, their successors, transferees or assigns, in any action or proceeding arising out of this Loan Agreement, the Subordinate Mortgage, the Subordinate Bonds, or any judgment, order or decree rendered pursuant to any such action or proceeding, provided, however, that nothing in this Loan Agreement, the Subordinate Mortgage, or the Subordinate Bonds shall limit the Issuer’s or Trustee’s ability to exercise any right or remedy that it may have with respect to any property pledged or granted to the Issuer or the Trustee, or both of them, or to exercise any right against the Borrower Parties or any other person or entity on account of any damage caused by fraud or intentional misrepresentation by the Borrower or any intentional damage of the property subject to the Subordinate Mortgage. Furthermore, the Borrower shall be fully liable for the misapplication of (a) Notwithstanding anything proceeds paid prior to any foreclosure under any and all insurance policies, under which the Trustee and/or the Issuer is named as insured, by reason of damage, loss or destruction to any portion of the property subject to the contrary contained herein, any obligations of each CP Conduit Purchaser hereunder to any party hereto are solely the corporate obligations of such CP Conduit Purchaser and shall be payable at such time as funds are received by or are available to such CP Conduit Purchaser in excess of funds necessary to pay in full all of its outstanding Commercial Paper andSubordinate Mortgage, to the full extent funds are not available to pay of such obligationsmisapplied proceeds and awards, the claims relating thereto shall not constitute a claim against such CP Conduit Purchaser but shall continue to accrue. Each party hereto agrees that the payment of any claim (as defined in Section 101 of Title 11 of the Bankruptcy Code) of any such party against a CP Conduit Purchaser shall be subordinated to the payment in full of all of its Commercial Paper. (b) No recourse under proceeds or awards resulting from the condemnation, or other taking in lieu of condemnation, prior to any obligationforeclosure of the property subject to the Subordinate Mortgage, covenant or agreement of any CP Conduit Purchaser contained herein shall be had against any incorporator, stockholder, officer, director, employee or agent to the full extent of such CP Conduit Purchasermisapplied proceeds and awards (c) rents, its administrative agentissues, profits and revenues received or applicable to a period subsequent to the occurrence of a default under this Loan Agreement, the Funding Agent with respect to such CP Conduit Purchaser or any of their Affiliates 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 Supplement is solely a corporate obligation of such CP Conduit Purchaser individuallySubordinate Mortgage, and that no personal liability whatever shall attach the Subordinate Bonds but prior to or be incurred by any incorporatorforeclosure, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of such CP Conduit Purchaser contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by such CP Conduit Purchaser of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Supplement; PROVIDED that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 shall survive termination of this Supplement.and

Limited Recourse. (a) Notwithstanding anything to the contrary contained hereinin the Lending Agreement, any obligations (x) the Obligations of each CP Conduit Purchaser hereunder to any party hereto Borrower are solely the corporate obligations of such CP Conduit Purchaser Borrower and (y) with respect to any Loan, the Obligations shall be payable at such time as funds are received by or are available to such CP Conduit Purchaser in excess of funds necessary to pay in full all of its outstanding Commercial Paper and, solely to the extent of funds are not available received (i) by Custodian in respect of interest and other payments on and principal payments of the Collateral securing such Loan and (ii) as a result of the exercise of remedies with respect to pay the Collateral securing such obligationsLoan pursuant to Section 14.1 or 14.2; provided that, with respect to the Obligations specified in the following clauses (1) through (5), the claims limited recourse provisions set forth in the preceding clause (y) shall be inapplicable and such Obligations shall be full recourse Obligations of the applicable Borrower: (1) all Obligations with respect to a Loan to the extent that the Borrower of such Loan is, at any time, not an Eligible Borrower (determined on the basis of the criteria applicable to “eligible borrowers” in effect at the time such Loan was borrowed or assumed), (2) all Obligations with respect to any and all Loans (whether the Loan Closing Date for the relevant Loan occurs before or after the date of the relevant event and whether the Applicable TALF Agent for the relevant Loan is the same as or different than for the Loan relating to the relevant event) if any of the representations and warranties made by such Borrower in Section 10.1(d) or Section 10.1(e)(v) are inaccurate or the Borrower breaches any covenant set forth in Section 11.2(m) or 11.2(n), (3) without limiting the provisions of the foregoing clause (2), all Obligations of a Borrower that arise as a result of the inaccuracy of any of the representations and warranties made by such Borrower in Section 10.1(c), 10.1(d) or 10.1(e), (4) all Obligations with respect to a Loan that arise pursuant to Lender’s reimbursement and repayment rights set forth in Sections 18.14 and 18.15 and (5) all Obligations with respect to a Loan if a Collateral Surrender and Acceptance Notice with respect thereto shall not constitute a claim against have been delivered to Custodian in accordance with Section 13.2 on or prior to the Maturity Date of such CP Conduit Purchaser but Loan. No recourse shall continue to accrue. Each party hereto agrees that be had for the payment of any claim (as defined amount owing in Section 101 of Title 11 of the Bankruptcy Code) respect of any such party obligation of, or claim against, any Borrower arising out of or based upon the Lending Agreement against Custodian, Administrator, any TALF Agent or any holder of any equity interests in or any Related Party thereof; provided that (i) recourse may be had against a CP Conduit Purchaser shall be subordinated TALF Agent in respect of any failure by such TALF Agent to the payment in full of all of its Commercial Paper. (b) No recourse under perform any obligation, covenant or agreement of undertaken by it in the Lending Agreement and any CP Conduit Purchaser contained herein shall be had against any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of their Affiliates 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 Supplement is solely a corporate obligation of such CP Conduit Purchaser individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates (solely by virtue of such capacity) or any of them under or by reason failure of any of the obligations, covenants or agreements of such CP Conduit Purchaser contained in this Agreement, or implied therefrom, representations and that any and all personal liability for breaches warranties made by such CP Conduit Purchaser TALF Agent in the Lending Agreement to be true and correct in all material respects when made (but in the case of any of the representations and warranties in Sections 10.1(d)(with respect to information obtained by such obligationsTALF Agent from third parties), covenants or agreements10.2(b), either at common law or at equity10.2(c), or 10.2(f) (with respect to information obtained by statutesuch TALF Agent from third parties), rule or regulation10.2(g) and 10.2(h), of every only if such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of TALF Agent shall have failed to exercise reasonable care to confirm their accuracy) and in consideration for the execution of this Supplement; PROVIDED that (ii) the foregoing shall not relieve any such Person person or entity from any liability it they might otherwise have as a result of gross negligence, willful misconduct or fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 shall survive the termination or expiration of this SupplementAgreement and, with respect to each Borrower, the payment in full of all of such Borrower’s Obligations.

Limited Recourse. (a) Notwithstanding anything Hercules hereby unconditionally and irrevocably undertakes and agrees with and for the benefit of the Initial Noteholder and the Indenture Trustee on behalf of the Noteholders to cause the contrary contained hereindue and punctual performance and observance by the Issuer and its successors and assigns of the full and punctual payment when due of all payments of principal on the Notes by the Issuer in an amount not to exceed 10% of the Note Principal Balance as of the Termination Date, any obligations of each CP Conduit Purchaser hereunder to any party hereto are solely the corporate obligations of such CP Conduit Purchaser and shall be payable at such time as funds are received by or are available to such CP Conduit Purchaser in excess of funds necessary agrees to pay in full any and all expenses (including reasonable fees and expenses of its outstanding Commercial Paper and, to counsel) incurred by the extent funds are not available to pay such obligations, Initial Noteholder and the claims relating thereto shall not constitute a claim against such CP Conduit Purchaser but shall continue to accrue. Each party hereto agrees that the payment of any claim (as defined in Section 101 of Title 11 Indenture Trustee on behalf of the Bankruptcy Code) Noteholders in enforcing any rights under this Article X. The guarantee provided hereunder is a guarantee of any such party against a CP Conduit Purchaser shall be subordinated to the performance and payment in full and not of all of its Commercial Papercollection. (b) No recourse under In the event that the Issuer shall fail in any obligation, covenant manner whatsoever to perform or agreement of any CP Conduit Purchaser contained herein shall be had against any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of their Affiliates 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 Supplement is solely a corporate obligation of such CP Conduit Purchaser individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates (solely by virtue of such capacity) or any of them under or by reason of observe any of the obligationsterms, covenants covenants, conditions, agreements and undertakings on the part of the Issuer to be performed or agreements observed under the Sale and Servicing Agreement and the other Basic Documents, (other than payments of principal on the Notes) (such terms, covenants, conditions, agreements, undertakings and other obligations being the “Issuer Obligations”) when the same shall be required to be performed or observed under the Sale and Servicing Agreement or any such other document, then Hercules will itself duly and punctually perform or observe, or cause to be duly and punctually performed or observed, such Issuer Obligation, provided that it shall be a condition to the accrual of the obligation of Hercules hereunder that the Initial Noteholder or the Indenture Trustee on behalf of the Noteholders shall have first made demand upon the Issuer for payment of such CP Conduit Purchaser contained Issuer Obligation and have exhausted all Collateral pledged for the benefit of the Noteholders under the Indenture. Notwithstanding the foregoing, this paragraph (b) shall in this Agreement, no event require Hercules to perform or implied therefrom, and that any and all personal liability for breaches by observe such CP Conduit Purchaser of any Issuer Obligation if the effect of such obligations, covenants performance or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration observation would be to provide credit recourse to Hercules for the execution performance of this Supplement; PROVIDED that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 shall survive termination of this SupplementTransferred Loans.

Limited Recourse. (a) 25.1 Notwithstanding anything to any other provision hereof, the contrary contained herein, any obligations Agents in respect of each CP Conduit Purchaser hereunder Series hereby agree that they shall have recourse in respect of any claim against the Issuer only to any party hereto are solely sums derived from the corporate obligations Mortgaged Property, in the case of such CP Conduit Purchaser and shall be payable at such time as funds are received by Secured Series, or are available Unsecured Series Property, in the case of Unsecured Series, relating to such CP Conduit Purchaser in excess of funds necessary to pay in full all of its outstanding Commercial Paper andthat Series, subject always, if applicable, to the extent funds are charges and other security interests created by the relevant Supplemental Trust Deed, and any such claim by any and all such Agents and the claims of the Dealer under the Dealer Agreement shall be reduced pro rata so that the total of such claims does not available exceed the aggregate value of the Mortgaged Property, in the case of Secured Series, or Unsecured Series Property, in the case of Unsecured Series, relating to pay such obligationsthat Series after meeting claims secured thereon. If the Note Trustee or the Security Trustee, as applicable, having realised the same, the claims relating thereto net proceeds are insufficient for the Issuer to make all payments which, but for the effect of this clause, would then be due, the obligations of the Issuer will be limited to such net proceeds of realisation, and the Agents, or anyone acting on behalf of any of them, shall not constitute a claim be entitled to take any further steps against the Issuer to recover any further sum and no debt shall be owed to any such CP Conduit Purchaser but shall continue to accruepersons by the Issuer. Each party hereto agrees that In particular, none of the payment Agents or any person acting on behalf of any claim of them may at any time institute or join with any other person in bringing, instituting or joining insolvency, administration, bankruptcy, winding-up, examinership or any other similar proceedings (as defined whether court based or otherwise) in Section 101 of Title 11 of the Bankruptcy Code) of any such party against a CP Conduit Purchaser shall be subordinated relation to the payment in full of all of its Commercial Paper. (b) No recourse under any obligation, covenant or agreement of any CP Conduit Purchaser contained herein shall be had against any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of their Affiliates 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 Supplement is solely a corporate obligation of such CP Conduit Purchaser individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser Issuer or any of its Affiliates (solely by virtue of such capacity) or any assets and none of them under or by reason of shall have any claim arising with respect to any sum arising in respect of the obligationsMortgaged Property or Unsecured Series Property for any other Series or assets relating to notes issued pursuant to the Alternative Programme Documents. 25.2 In respect of Notes issued by ▇▇▇▇▇ acting on behalf of its protected cells only, covenants or agreements the parties hereby confirm their respective understanding that Memel is a Jersey protected cell company acting in respect of such CP Conduit Purchaser contained in each Series on behalf of the relevant protected cell. Accordingly the parties all acknowledge and agree that notwithstanding any other provisions of this Agreement, the obligations of Memel under this Agreement are limited recourse obligations and are payable solely from the assets held by it in respect of or implied therefrom, and that any and all personal liability for breaches by such CP Conduit Purchaser attributable to the relevant protected cell as Issuer. No recourse may be had to assets of Memel which are held in a non-cellular capacity or attributable to or held in respect of any other protected cell of such obligations, covenants or agreements, either at common law or at equity, or Memel. 25.3 Memel shall procure the accession and adherence by statute, rule or regulation, each of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution Memel Issuers to the terms of this Supplement; PROVIDED that the foregoing Agreement. Memel is party to this Agreement solely to ensure such accession and adherence and it shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by them. no other obligations in its own capacity under this Agreement. 25.4 The provisions of this Section 11.5 clause 25 shall survive the termination of this SupplementAgreement.

Limited Recourse. Except as otherwise provided in this Section 1(d), Section 5 and Section 7 hereto (a) Notwithstanding anything and the other indemnity and expense reimbursement provisions expressly contained herein), each purchase of the Purchased Receivables is made without recourse to the contrary contained applicable Seller and such Seller shall have no liability to Buyer for any Account Debtor’s failure to pay any Purchased Receivable when it is due and payable under the terms applicable thereto. Subject to the limited recourse described below and herein, Buyer agrees that it shall assume the risk of the non-payment of any obligations of each CP Conduit Purchaser hereunder to any party hereto are solely the corporate obligations of such CP Conduit Purchaser and shall be payable at such time as funds are received by or are available to such CP Conduit Purchaser in excess of funds necessary to pay in full all of its outstanding Commercial Paper and, Purchased Receivable to the extent funds are not available it is the result of an Insolvency Event of the applicable Account Debtor (subject to pay such obligations, the claims relating thereto shall not constitute a claim against such CP Conduit Purchaser but shall continue to accrue. Each party hereto agrees that Sellers’ responsibility for the payment of any claim (Loss Recourse Amount in accordance with this Agreement), such assumption of credit risk being effective as defined in Section 101 of Title 11 of the Bankruptcy CodePurchase Date for such Purchased Receivables. Notwithstanding the foregoing, Buyer shall have full and unconditional recourse to each Seller (on a joint and several basis) on account of: (i) Any Loss Recourse Amount in accordance with this Agreement; (ii) Receivables offered for sale which would cause the outstanding amount of any Purchased Receivables for an Account Debtor to exceed the related Account Debtor Purchase Sublimit (unless otherwise agreed or accepted by the Buyer) or would exceed the amount of the coverage for such party against a CP Conduit Purchaser shall be subordinated Account Debtor under the Credit Insurance Policy (but only to the payment in full extent of all of its Commercial Paper.such excess); (biii) No recourse under any obligation, covenant or agreement of any CP Conduit Purchaser contained herein shall be had against any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of their Affiliates Either (x) non-payment by the enforcement Credit Insurance Provider for any claims under the Credit Insurance Policy or (y) non-payment by the L/C Issuer for any claims under the Letter of any assessment or by any legal or equitable proceedingCredit, by virtue of any statute or otherwise; it being expressly agreed and understood that this Supplement is solely a corporate obligation of such CP Conduit Purchaser individuallyin each case, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of such CP Conduit Purchaser contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by such CP Conduit Purchaser of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Supplement; PROVIDED that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken the acts or omissions made of any Seller, including inaccurate reporting pursuant to clause (f)(viii) of Exhibit D, provided by them. The provisions the Seller Representative; and (iv) Failure to provide reasonable assistance to the Buyer in filing claims in a timely manner under the Credit Insurance Policy or the Letter of this Section 11.5 shall survive termination of this SupplementCredit.

Limited Recourse. (a) Notwithstanding anything any other terms of this Indenture Supplement, the Series 2023-FTL1 Loan, the Series 2023-FTL1 Promissory Term Notes, any other Transaction Documents or otherwise, the obligations of the Issuer under the Series 2023-FTL1 Promissory Term Notes, this Indenture Supplement and each other Transaction Document to which it is a party are limited recourse obligations of the Issuer, payable solely from the Trust Estate, and following realization of the Trust Estate and application of the proceeds thereof in accordance with the terms of this Indenture Supplement, none of the Lenders, the Indenture Trustee or any of the other parties to the contrary contained hereinTransaction Documents shall be entitled to take any further steps to recover any sums due but still unpaid hereunder or thereunder, any obligations all claims in respect of each CP Conduit Purchaser hereunder to any party hereto are solely the corporate obligations of such CP Conduit Purchaser which shall be extinguished and shall not thereafter revive. No recourse shall be payable at such time as funds are received by or are available to such CP Conduit Purchaser in excess of funds necessary to pay in full all of its outstanding Commercial Paper and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against such CP Conduit Purchaser but shall continue to accrue. Each party hereto agrees that had for the payment of any claim (as defined amount owing in Section 101 respect of Title 11 this Indenture Supplement or for any action or inaction of the Bankruptcy Code) of any such party against a CP Conduit Purchaser shall be subordinated to the payment in full of all of its Commercial Paper. (b) No recourse under any obligation, covenant or agreement of any CP Conduit Purchaser contained herein shall be had Issuer against any incorporator, stockholder, officer, director, employee employee, shareholder, stockholder or agent incorporator of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser Issuer or any of their Affiliates by successors or assigns for any amounts payable under the enforcement of any assessment Series 2023-FTL1 Loan or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and this Indenture Supplement. It is understood that this Supplement is solely a corporate obligation of such CP Conduit Purchaser individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of such CP Conduit Purchaser contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by such CP Conduit Purchaser of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Supplement; PROVIDED that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 14 shall survive termination not (a) prevent recourse to the Trust Estate for the sums due or to become due under any security, instrument or agreement which is part of the Trust Estate, including without limitation, the PC Guaranty and the PMT Guaranty or (b) save as specifically provided therein, constitute a waiver, release or discharge of the Series 2023-FTL1 Loan or any indebtedness or obligation evidenced by the Series 2023-FTL1 Promissory Term Notes or secured by this Indenture Supplement. It is further understood that the foregoing provisions of this Section 14 shall not limit the right of any Person to name the Issuer as a party defendant in any proceeding or in the exercise of any other remedy under this Indenture 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.

Limited Recourse. (a) Notwithstanding anything to the contrary contained hereinin the Lending Agreement, any obligations (x) the Obligations of each CP Conduit Purchaser hereunder to any party hereto Borrower are solely the corporate obligations of such CP Conduit Purchaser Borrower and (y) with respect to any Loan, the Obligations shall be payable at such time as funds are received by or are available to such CP Conduit Purchaser in excess of funds necessary to pay in full all of its outstanding Commercial Paper and, solely to the extent of funds are received (i) by Custodian in respect of interest payments on and principal payments of the Collateral securing such Loan and (ii) as a result of the exercise of remedies with respect to the Collateral securing such Loan pursuant to Section 14.1 or 14.2; provided that the provisions of the preceding clause (y) shall be inapplicable to (1) any Loan as to which the Borrower shall have failed to comply with its obligations under Section 11.2(g), (2) all Obligations with respect to a Loan to the extent that the Borrower of such Loan is, at any time, not available an Eligible Borrower (determined on the basis of the criteria applicable to pay “eligible borrowers” in effect at the time such obligationsLoan was borrowed), (3) all Obligations of a Borrower that arise as a result of the claims relating inaccuracy of any of the representations and warranties made by such Borrower in Section 10.1(c) or 10.1(e) and, (4) all Obligations with respect to a Loan that arise pursuant to ▇▇▇▇▇▇’’s right of reimbursement set forth in Section 18.14. 18.14 and (5) all Obligations with respect to a Loan if a Collateral Surrender and Acceptance Notice with respect thereto shall not constitute a claim against have been delivered to Custodian in accordance with Section 13.2 on or prior to the Maturity Date of such CP Conduit Purchaser but Loan. No recourse shall continue to accrue. Each party hereto agrees that be had for the payment of any claim (as defined amount owing in Section 101 of Title 11 of the Bankruptcy Code) respect of any such party obligation of, or claim against, any Borrower arising out of or based upon the Lending Agreement against Custodian, Administrator, any Primary Dealer or any holder of any equity interests in or any Related Party thereof; provided that (i) recourse may be had against a CP Conduit Purchaser shall be subordinated Primary Dealer in respect of any failure by such Primary Dealer to the payment in full of all of its Commercial Paper. (b) No recourse under perform any obligation, covenant or agreement of undertaken by it in the Lending Agreement and any CP Conduit Purchaser contained herein shall be had against any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of their Affiliates 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 Supplement is solely a corporate obligation of such CP Conduit Purchaser individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates (solely by virtue of such capacity) or any of them under or by reason failure of any of the obligations, covenants or agreements of such CP Conduit Purchaser contained in this Agreement, or implied therefrom, representations and that any and all personal liability for breaches warranties made by such CP Conduit Purchaser Primary Dealer in the Lending Agreement to be true and correct in all material respects when made (but in the case of any of the representations and warranties in Sections 10.1(d)(with respect to information obtained by such obligationsPrimary Dealer from third parties), covenants or agreements10.2(b), either at common law or at equity10.2(c), or 10.2(f) (with respect to information obtained by statutesuch Primary Dealer from third parties), rule or regulation10.2(g) and 10.2(h), of every only if such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of Primary Dealer shall have failed to exercise reasonable care to confirm their accuracy) and in consideration for the execution of this Supplement; PROVIDED that (ii) the foregoing shall not relieve any such Person person or entity from any liability it they might otherwise have as a result of gross negligence, willful misconduct or fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 shall survive the termination or expiration of this SupplementAgreement and, with respect to each Borrower, the payment in full of all of such Borrower’s Obligations.

Limited Recourse. (a) Notwithstanding anything to the contrary contained hereinin the Lending Agreement, any obligations (x) the Obligations of each CP Conduit Purchaser hereunder to any party hereto Borrower are solely the corporate obligations of such CP Conduit Purchaser Borrower and (y) with respect to any Loan, the Obligations shall be payable at such time as funds are received by or are available to such CP Conduit Purchaser in excess of funds necessary to pay in full all of its outstanding Commercial Paper and, solely to the extent of funds are not available received (i) by Custodian in respect of interest and other payments on and principal payments of the Collateral securing such Loan and (ii) as a result of the exercise of remedies with respect to pay the Collateral securing such obligationsLoan pursuant to Section 14.1 or 14.2; provided that, with respect to the Obligations specified in the following clauses (1) through (5), the claims limited recourse provisions set forth in the preceding clause (y) shall be inapplicable and such Obligations shall be full recourse Obligations of the applicable Borrower: (1) all Obligations with respect to a Loan to the extent that the Borrower of such Loan is, at any time, not an Eligible Borrower (determined on the basis of the criteria applicable to “eligible borrowers” in effect at the time such Loan was borrowed or assumed), (2) all Obligations with respect to any and all Loans (whether the Loan Closing Date for the relevant Loan occurs before or after the date of the relevant event and whether the Applicable TALF Agent for the relevant Loan is the same as or different than for the Loan relating to the relevant event) if any of the representations and warranties made by such Borrower in Section 10.1(d) or Section 10.1(e)(v) are inaccurate or the Borrower breaches any covenant set forth in Section 11.2(m) or 11.2(n), (3) without limiting the provisions of the foregoing clause (2), all Obligations of a Borrower that arise as a result of the inaccuracy of any of the representations and warranties made by such Borrower in Section 10.1(c), 10.1(d) or 10.1(e), (4) all Obligations with respect to a Loan that arise pursuant to ▇▇▇▇▇▇’s reimbursement and repayment rights set forth in Sections 18.14 and 18.15 and (5) all Obligations with respect to a Loan if a Collateral Surrender and Acceptance Notice with respect thereto shall not constitute a claim against have been delivered to Custodian in accordance with Section 13.2 on or prior to the Maturity Date of such CP Conduit Purchaser but Loan. No recourse shall continue to accrue. Each party hereto agrees that be had for the payment of any claim (as defined amount owing in Section 101 of Title 11 of the Bankruptcy Code) respect of any such party obligation of, or claim against, any Borrower arising out of or based upon the Lending Agreement against Custodian, Administrator, any TALF Agent or any holder of any equity interests in or any Related Party thereof; provided that (i) recourse may be had against a CP Conduit Purchaser shall be subordinated TALF Agent in respect of any failure by such TALF Agent to the payment in full of all of its Commercial Paper. (b) No recourse under perform any obligation, covenant or agreement of undertaken by it in the Lending Agreement and any CP Conduit Purchaser contained herein shall be had against any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of their Affiliates 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 Supplement is solely a corporate obligation of such CP Conduit Purchaser individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates (solely by virtue of such capacity) or any of them under or by reason failure of any of the obligations, covenants or agreements of such CP Conduit Purchaser contained in this Agreement, or implied therefrom, representations and that any and all personal liability for breaches warranties made by such CP Conduit Purchaser TALF Agent in the Lending Agreement to be true and correct in all material respects when made (but in the case of any of the representations and warranties in Sections 10.1(d)(with respect to information obtained by such obligationsTALF Agent from third parties), covenants or agreements10.2(b), either at common law or at equity10.2(c), or 10.2(f) (with respect to information obtained by statutesuch TALF Agent from third parties), rule or regulation10.2(g) and 10.2(h), of every only if such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of TALF Agent shall have failed to exercise reasonable care to confirm their accuracy) and in consideration for the execution of this Supplement; PROVIDED that (ii) the foregoing shall not relieve any such Person person or entity from any liability it they might otherwise have as a result of gross negligence, willful misconduct or fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 shall survive the termination or expiration of this SupplementAgreement and, with respect to each Borrower, the payment in full of all of such Borrower’s Obligations.

Limited Recourse. Each Noteholder agrees with and acknowledges to the Issuer that, notwithstanding any other provision of this Agreement, all obligations of the Issuer to the Noteholders, including, without limitation, the Issuer Obligations, are limited in recourse as set out below: (i) each Noteholder agrees that it will have a claim only in respect of the Security Assets and will not have any claim, by operation of law or otherwise, against, or recourse to, any of the Issuer's other assets, the assets of any other Compartment created by the board of directors of the Company, or the share capital of the Company; (ii) sums payable to the Noteholders in respect of the Issuer's obligations to the Noteholders shall be limited to the lesser of (a) Notwithstanding anything the aggregate amount of all sums due and payable to the contrary contained hereinNoteholders and (b) the aggregate amounts received, any obligations of each CP Conduit Purchaser hereunder to any party hereto are solely the corporate obligations of such CP Conduit Purchaser and shall be payable at such time as funds are received realised or otherwise recovered by or for the account of the Issuer in respect of the Security Assets, whether pursuant to enforcement of the Security Assets or otherwise, net of any sums which are payable by the Issuer in accordance with the applicable Priority of Payments in priority to or pari passu with sums payable to the Noteholders; and (iii) upon the giving written notice to the Noteholders in accordance with clause 15 (Form of Notices) that the Trustee has determined (in reliance on the certification delivered to it by the Originator) that there is no reasonable likelihood of there being any further realisations in respect of the Security Assets (whether arising from an enforcement of the Security Assets or otherwise) which would be available pursuant to such CP Conduit Purchaser in excess the applicable Priority of funds necessary Payments to pay in full all of its unpaid amounts outstanding Commercial Paper and, to the extent funds are not available to pay such obligationsunder this Agreement, the claims relating thereto Noteholders shall not constitute a have no further claim against such CP Conduit Purchaser but shall continue to accrue. Each party hereto agrees that the payment of any claim (as defined Issuer in Section 101 of Title 11 of the Bankruptcy Code) respect of any such party against a CP Conduit Purchaser unpaid amounts and such unpaid amounts shall be subordinated to the payment discharged in full of all of its Commercial Paperfull. (b) No recourse under any obligation, covenant or agreement of any CP Conduit Purchaser contained herein shall be had against any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of their Affiliates 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 Supplement is solely a corporate obligation of such CP Conduit Purchaser individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of such CP Conduit Purchaser contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by such CP Conduit Purchaser of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Supplement; PROVIDED that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 shall survive termination of this Supplement.

Limited Recourse. (a) Notwithstanding anything to any other provision of this Agreement or any other Transaction Document, each of the contrary contained herein, any parties hereto agrees that the respective obligations of each CP Conduit Purchaser hereunder to Lender under this Agreement or any party hereto other Transaction Document are solely the corporate obligations of such CP Conduit Purchaser and Lender and, in the case of obligations of each Conduit Lender other than Commercial Paper, shall be payable at such time as funds are received by or are available to such CP Conduit Purchaser Lender in excess of funds necessary to pay in full all of its outstanding Commercial Paper issued by such Conduit Lender and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against such CP Conduit Purchaser Lender but shall continue to accrue. Each party hereto agrees that the payment of any claim (as defined in Section 101 of Title 11 of the Bankruptcy Code) of any such party against a CP such Conduit Purchaser Lender shall be subordinated to the payment in full of all Commercial Paper of its Commercial Paper.such Conduit Lender (b) No Notwithstanding any other provision of this Agreement (including Section 37.22 (a)), each party hereto agrees and acknowledges with each Conduit Lender that (i) it will only have recourse under any obligation, covenant or agreement in respect of any CP amount, claim or obligation due or owing to it by such Conduit Purchaser contained herein shall be had against any incorporator, stockholder, officer, director, employee or agent Lender (the applicable “Claims”) to the extent of available funds pursuant to and in accordance with the priority of allocation established in such CP Conduit Purchaser, its administrative agent, L▇▇▇▇▇’s conduit program documents; (ii) following the Funding Agent with respect to such CP Conduit Purchaser or any application of their Affiliates by the funds following enforcement of any assessment or by any legal or equitable proceedingthe security interests created under such Conduit Lender conduit program documents, by virtue of any statute or otherwise; it being expressly agreed subject to and understood that this Supplement is solely a corporate obligation of in accordance with such CP conduit program documents, such Conduit Purchaser individually, and that Lender will have no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any assets available for payment of its Affiliates (solely by virtue of obligations thereunder and under this Agreement other than as provided for pursuant to the such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of such CP Conduit Purchaser contained in this Agreement, or implied therefromconduit program documents, and that any and all personal liability for breaches by such CP Conduit Purchaser Claims will accordingly be extinguished to the extent of any shortfall; and (iii) the obligations of such obligationsConduit Lender under its conduit program documents and this agreement, covenants in each case, will not be obligations or agreements, either at common law or at equityresponsibilities of, or by statuteguaranteed by, rule any other person or regulation, of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Supplement; PROVIDED that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by them. entity. (c) The provisions of this Section 11.5 37.22 shall survive termination of this SupplementAgreement.

Limited Recourse. (a) Notwithstanding anything to the contrary contained herein, in this Agreement or in any obligations of each CP Conduit Purchaser hereunder to any party hereto are solely the corporate obligations of such CP Conduit Purchaser and shall be payable at such time as funds are received by or are available to such CP Conduit Purchaser in excess of funds necessary to pay in full all of its outstanding Commercial Paper and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against such CP Conduit Purchaser but shall continue to accrue. Each party hereto agrees that the payment of any claim (as defined in Section 101 of Title 11 of the Bankruptcy Code) of other Loan Documents, except as provided otherwise in this Section 6.20, neither Borrower nor any such party against a CP Conduit Purchaser shall be subordinated to the payment in full of all of its Commercial Paper. (b) No recourse under any obligationdirect or indirect member, covenant or agreement of any CP Conduit Purchaser contained herein shall be had against any incorporatorshareholder, stockholderpartner, principal, Affiliate, employee, officer, director, employee agent or agent representative of such CP Conduit PurchaserBorrower (each, its administrative agenta "Related Party") shall have any personal liability for (i) the payment of any sum of money which is or may be payable hereunder or under the Note or any other Loan Document, including, but not limited to, the Funding Agent repayment of the Loan, or (ii) the performance or discharge of any covenants, obligations or undertakings of Borrower hereunder or under any Loan Document, and no monetary or deficiency judgment shall be sought or enforced against Borrower or any Related Party with respect to such CP Conduit Purchaser thereto; provided, however, that a judgment may be sought against Borrower or any Related Party to enforce the rights of their Affiliates by Lender in, to or against the enforcement Premises, including the Receipts and any other Collateral, and Lender shall have full recourse to and the right to proceed against the Premises, the Receipts and any other Collateral. Notwithstanding the foregoing, nothing contained herein shall impair the validity of the Obligations or in any assessment way affect or by impair the Lien of the Mortgage, or the right of Lender to enforce any legal or equitable proceeding, and all rights and remedies under and by virtue of the Note, this Agreement and/or any statute other Loan Document (limited, however, as expressly provided otherwise above), including, without limitation, naming Borrower as a party defendant in any foreclosure action, or otherwise; it being expressly agreed and understood that limit Lender from pursuing or seeking to enforce the rights of Lender against any third parties, including any guarantor, indemnitor or surety under any guaranty or indemnity delivered in connection with this Supplement is solely a corporate obligation Agreement, the Note or any other Loan Document or otherwise in connection with the Loan. Additionally, the provisions of such CP Conduit Purchaser individuallythis Section 6.20 shall not relieve Borrower from any personal liability for, and that no personal liability whatever Borrower shall attach be fully and personally liable for, (i) the full recourse obligation to pay the Obligations upon the occurrence of any event set forth in the following clauses (M) and/or (N), and (ii) any liabilities, costs, losses (including, without limitation, any reduction in value of the Premises or be any other Collateral, or the loss of any such Collateral or Lender's security interest therein), damages, expenses (including, without limitation, attorneys' fees and disbursements and court costs, if any), or claims suffered or incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser Lender (or any Indemnified Party) by reason of its Affiliates or in connection with the occurrence of any event set forth in any of the following clauses (solely A) through (O): (A) any fraud or breach of trust by virtue of such capacity) Borrower or any of them under or Related Party, including by reason of any claim under the Racketeer Influenced and Corrupt Organizations Act ("RICO"); (B) the misapplication of any insurance proceeds or condemnation awards; (C) the obligations, covenants failure of Borrower or agreements any Related Party to direct or pay Receipts received by Borrower or any Related Party to the Clearing Account or the Cash Collateral Account; (D) the misapplication by Borrower or any Related Party (or at any such Person's direction) of such CP Conduit Purchaser contained monies held in or paid out from any account (including any reserve or escrow) maintained under this Agreement, the Cash Management Agreement or implied therefromany of the other Loan Documents, including without limitation, monies paid to Borrower pursuant to Section 8 of the Cash Management Agreement and that the related Disbursement Instructions; (E) any and all personal liability for breaches tenant security deposits held by such CP Conduit Purchaser of Borrower not being properly applied, returned to tenants when due or delivered to Lender, any of such obligations, covenants receiver or agreements, either any Person purchasing the Premises at common law a foreclosure sale upon (1) Borrower or at equityGeneral Partner filing a voluntary petition under the Bankruptcy Code or any other federal or state bankruptcy or insolvency law, or (2) any Related Party filing or joining in the filing of, an involuntary petition against Borrower or General Partner under the Bankruptcy Code or any other federal or state bankruptcy or insolvency law, or (3) Borrower or General Partner filing an answer consenting to or acquiescing in any involuntary petition filed against it or against Borrower or General Partner by statuteany other Person under the Bankruptcy Code or any other federal or state bankruptcy or insolvency law, rule or regulation, of every such incorporator, stockholder, officer, director, employee (4) any Related Party consenting to or agent is hereby expressly waived as a condition of and acquiescing in consideration or joining in an application for the execution appointment of this Supplementa custodian, receiver, trustee or examiner for Borrower or General Partner or any portion of the Collateral, or (5) Borrower or General Partner making an assignment for the benefit of creditors, or admitting its insolvency or inability to pay its debts as they become due; PROVIDED that the foregoing shall not relieve (N) Borrower or any such Person from Related Party contesting or in any liability it might otherwise have as way interfering with, directly or indirectly (collectively, a result of fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 shall survive termination of this Supplement."Contest"), any foreclosure action, Uniform

Limited Recourse. (a) Notwithstanding anything to any other provision of this Agreement or any other Transaction Document, each of the contrary contained herein, any parties hereto agrees that the respective obligations of each CP Conduit Purchaser hereunder to Lender under this Agreement or any party hereto other Transaction Document are solely the corporate obligations of such CP Conduit Purchaser and Lender and, in the case of obligations of each Conduit Lender other than Commercial Paper, shall be payable at such time as funds are received by or are available to such CP Conduit Purchaser Lender in excess of funds necessary to pay in full all of its outstanding Commercial Paper issued by such Conduit Lender and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against such CP Conduit Purchaser Lender but shall continue to accrue. Each party hereto agrees that the payment of any claim (as defined in Section 101 of Title 11 of the Bankruptcy Code) of any such party against a CP such Conduit Purchaser Lender shall be subordinated to the payment in full of all Commercial Paper of its Commercial Paper.such Conduit Lender (b) No Notwithstanding any other provision of this Agreement (including Section 37.22 (a)), each party hereto agrees and acknowledges with each of Regency and Market Street that (i) it will only have recourse under any obligation, covenant or agreement in respect of any CP Conduit Purchaser contained herein amount, claim or obligation due or owing to it by Regency (theor Market Street, as applicable (the applicable “Claims”) to the extent of available funds pursuant to (A) in the case of Regency, Clause 10.5 of the Management Agreement and subject to the proviso in such Clause, which shall be had against any incorporatorapplied, stockholdersubject to and in accordance with the terms thereof and after all other prior ranking claims in respect thereof have been satisfied and discharged in full and (B) in the case of Market Street, officerin accordance with the priority of allocation established in Market Street’s conduit program documents; (ii) following the application of funds following enforcement of the security interests created under the Regency Security Documents or the Market Street conduit program documents, directoras applicable, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent (x) with respect to such CP Conduit Purchaser or any Regency, subject to and in accordance with Clause 10.5 of their Affiliates by the enforcement of any assessment or by any legal or equitable proceedingManagement Agreement, by virtue of any statute or otherwise; it being expressly agreed and understood that this Supplement is solely a corporate obligation of such CP Conduit Purchaser individually, and that Regency will have no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any assets available for payment of its Affiliates (solely by virtue of such capacity) or any of them obligations under or by reason of any of the obligations, covenants or agreements of such CP Conduit Purchaser contained in Regency Security Documents and this Agreement other than as provided for pursuant to the Management Agreement, or implied therefrom, and that any and all personal liability for breaches by such CP Conduit Purchaser Claims will accordingly be extinguished to the extent of any shortfall and (y) with respect to Market Street, subject to and in accordance with its conduit program documents, Market Street will have no assets available for payment of its obligations thereunder and under this Agreement other than as provided for pursuant to the such obligationsconduit program documents, covenants and that any Claims will accordingly be extinguished to the extent of any shortfall; and (iiiii) the obligations of (1) Regency under the Regency Security Documents, the Management Agreement and this Agreement and (2) Market Street under its conduit program documents and this agreement, in each case, will not be obligations or agreements, either at common law or at equityresponsibilities of, or by statuteguaranteed by, rule any other person or regulation, of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Supplement; PROVIDED that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by them. entity. (c) The provisions of this Section 11.5 37.22 shall survive termination of this SupplementAgreement.

Limited Recourse. (a) Notwithstanding anything to the contrary contained hereinin the Lending Agreement, any obligations (x) the Obligations of each CP Conduit Purchaser hereunder to any party hereto Borrower are solely the corporate obligations of such CP Conduit Purchaser Borrower and (y) with respect to any Loan, the Obligations shall be payable at such time as funds are received by or are available to such CP Conduit Purchaser in excess of funds necessary to pay in full all of its outstanding Commercial Paper and, solely to the extent of funds are received (i) by Custodian in respect of interest payments on and principal payments of the Collateral securing such Loan and (ii) as a result of the exercise of remedies with respect to the Collateral securing such Loan pursuant to Section 14.1 or 14.2; provided that the provisions of the preceding clause (y) shall be inapplicable to (1) all Obligations with respect to a Loan to the extent that the Borrower of such Loan is, at any time, not available an Eligible Borrower (determined on the basis of the criteria applicable to pay “eligible borrowers” in effect at the time such obligationsLoan was borrowed), (2) all Obligations of a Borrower that arise as a result of the claims relating inaccuracy of any of the representations and warranties made by such Borrower in Section 10.1(c) or 10.1(e), (3) all Obligations with respect to a Loan that arise pursuant to Lender’s right of reimbursement set forth in Section 18.14 and (4) all Obligations with respect to a Loan if a Collateral Surrender and Acceptance Notice with respect thereto shall not constitute a claim against have been delivered to Custodian in accordance with Section 13.2 on or prior to the Maturity Date of such CP Conduit Purchaser but Loan. No recourse shall continue to accrue. Each party hereto agrees that be had for the payment of any claim (as defined amount owing in Section 101 of Title 11 of the Bankruptcy Code) respect of any such party obligation of, or claim against, any Borrower arising out of or based upon the Lending Agreement against Custodian, Administrator, any Primary Dealer or any holder of any equity interests in or any Related Party thereof; provided that (i) recourse may be had against a CP Conduit Purchaser shall be subordinated Primary Dealer in respect of any failure by such Primary Dealer to the payment in full of all of its Commercial Paper. (b) No recourse under perform any obligation, covenant or agreement of undertaken by it in the Lending Agreement and any CP Conduit Purchaser contained herein shall be had against any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of their Affiliates 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 Supplement is solely a corporate obligation of such CP Conduit Purchaser individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates (solely by virtue of such capacity) or any of them under or by reason failure of any of the obligations, covenants or agreements of such CP Conduit Purchaser contained in this Agreement, or implied therefrom, representations and that any and all personal liability for breaches warranties made by such CP Conduit Purchaser Primary Dealer in the Lending Agreement to be true and correct in all material respects when made (but in the case of any of the representations and warranties in Sections 10.1(d)(with respect to information obtained by such obligationsPrimary Dealer from third parties), covenants or agreements10.2(b), either at common law or at equity10.2(c), or 10.2(f) (with respect to information obtained by statutesuch Primary Dealer from third parties), rule or regulation10.2(g) and 10.2(h), of every only if such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Supplement; PROVIDED that Primary Dealer shall have failed to exercise reasonable care to confirm their accuracy) and (ii) the foregoing shall not relieve any such Person person or entity from any liability it they might otherwise have as a result of gross negligence, willful misconduct or fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 shall survive the termination or expiration of this SupplementAgreement and, with respect to each Borrower, the payment in full of all of such Borrower’s Obligations.

Limited Recourse. (a) Notwithstanding anything to the contrary contained herein, any the respective obligations of each CP Series 2000-1 Conduit Purchaser hereunder to any party hereto under this Supplement are solely the corporate obligations of such CP the Series 2000-1 Conduit Purchasers and, in the case of obligations of each Series 2000-1 Conduit Purchaser and other than Commercial Paper, shall be payable at such time as funds are received by or are available to such CP Series 2000-1 Conduit Purchaser in excess of funds necessary to pay in full all of its outstanding Commercial Paper issued by such Series 2000-1 Conduit Purchaser and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against such CP Series 2000-1 Conduit Purchaser but shall continue to accrue. Each party hereto agrees that the payment of any claim (as defined in Section 101 of Title 11 of the Bankruptcy Code) of any such party against a CP Conduit Purchaser shall be subordinated to the payment in full of all of its Commercial Paper. (b) . No recourse under any obligation, covenant or agreement of any CP Series 2000-1 Conduit Purchaser contained herein in this Supplement shall be had against any incorporator, stockholder, officer, director, employee or agent of such CP Series 2000-1 Conduit Purchaser, its administrative agentthe Administrative Agent, the Funding Agent with respect to such CP Conduit Purchaser Agents 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 Supplement the Agreement is solely a corporate obligation of such CP the Series 2000-1 Conduit Purchaser individuallyPurchasers, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP either Series 2000-1 Conduit Purchaser, its administrative agentthe Administrative Agent, the Funding Agent with respect to such CP Conduit Purchaser Agents, the Manager or any of its their Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of such CP Series 2000-1 Conduit Purchaser contained in this AgreementSupplement, or implied therefrom, and that any and all personal liability for breaches by such CP Series 2000-1 Conduit Purchaser of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Supplementthe Agreement; PROVIDED provided that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 11.17 shall survive termination of this Supplement.

Limited Recourse. (a) Notwithstanding anything 7.14.1. In no event will any Purchaser or any Bank have any right or interest in the Trust to the contrary contained hereinextent allocated to the holder of Investor Certificates or attributable to the receivables purchase interest of any other Receivables Purchaser. Notwithstanding any other provision herein or in any other agreement or instrument, the Agent, on behalf of each Purchaser and each Bank, confirms that it and each Purchaser and each Bank have no interest in and will make no claim on, or otherwise interfere with, distributions of Collections allocated to any Investor Certificates or attributable to any other Receivables Purchasers under the Pooling and Servicing Agreement, any obligations of each CP Conduit Purchaser hereunder to Supplement or any party hereto are solely other receivables purchase agreement. 7.14.2. Notwithstanding any claim that any Purchaser, any Bank or the corporate obligations of Agent may have hereunder, no such CP Conduit Purchaser and claim shall be payable at such time as funds are received by or are available from any Collections other than those attributable to such CP Conduit Purchaser in excess of funds necessary the Receivables Purchase Interest pursuant to pay in full all of its outstanding Commercial Paper Section 2.01 and, as to all claims that any Purchaser, any Bank or the Agent may have hereunder against the Trust, no such claim shall be payable other than from Allocable Finance Charge Collections, Allocable Principal Collections and the Allocation Percentage of Recoveries of Pool Receivables attributable to the extent funds are not available Receivables Purchase Interest pursuant to pay such obligations, the claims relating thereto shall not constitute a claim against such CP Conduit Purchaser but shall continue to accrueSection 2.01. Each party hereto agrees that the payment of any claim (as defined in Section 101 of Title 11 of the Bankruptcy Code) of any such party against a CP Conduit Purchaser shall be subordinated to the payment in full of all of its Commercial Paper. (b) No recourse under any obligation, covenant or agreement of any CP Conduit Purchaser contained herein shall be had against any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of their Affiliates 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 Supplement is solely a corporate obligation of such CP Conduit Purchaser individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of such CP Conduit Purchaser Nothing contained in this Section, however, shall limit or affect any claim that any Purchaser, any Bank or the Agent may have hereunder against the Owner, the Originator or the Servicer for any obligations under this Agreement which are direct obligations of the Owner, the Originator or the Servicer. 7.14.3. By way of clarification of certain provisions contained in Section 6.16(a) and 12.1(c) of the Pooling and Servicing Agreement, or implied therefrom, the parties hereto confirm and that any and all personal liability for breaches by such CP Conduit Purchaser of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Supplement; PROVIDED agree that the foregoing shall not relieve any reference in the last sentence of Section 6.16(a) to "equally and ratably" and the reference in the second sentence of Section 12.1(c) to "pro rata" means that the applicable benefits and payments will be allocated among the different Series in accordance with the "Investor/Purchaser Percentages" of the relevant Series (which, in the case of the Series 49 created by this Agreement, is the Allocation Percentage) and among the Receivables Purchasers within each Receivable Purchase Series in accordance with the priorities set forth in the receivables purchase agreement for such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 shall survive termination of this SupplementSeries.

Limited Recourse. Notwithstanding any other provision of this Agreement or any other Transaction Document to which the Issuer is a party: 31.1 The recourse of the Parties (aother than the Issuer) Notwithstanding anything in respect of any claim against the Issuer is limited to the contrary contained herein, any Issuer Available Funds and subject to the applicable Priority of Payments. The payment obligations of each CP Conduit Purchaser hereunder the Issuer shall only be settled if and to any party hereto the extent that that the Issuer Available Funds are solely sufficient to make such payments. 31.2 If, upon the corporate obligations Enforcement Conditions being fulfilled, the Issuer Available Funds, subject to the Acceleration Priority of such CP Conduit Purchaser and shall be payable at such time as funds Payments, are received by or are available to such CP Conduit Purchaser in excess of funds necessary ultimately insufficient to pay in full all of its outstanding Commercial Paper and, amounts whatsoever due to the extent funds are not available Parties (other than the Issuer) and all other claims ranking pari passu to pay such obligationsthe claims of the Parties (other than the Issuer) pursuant to the Acceleration Priority of Payments, the claims relating thereto shall not constitute a claim against such CP Conduit Purchaser but shall continue to accrue. Each party hereto agrees that the payment of any claim (as defined in Section 101 of Title 11 of the Bankruptcy CodeParties (other than the Issuer) against the Issuer shall be limited to their respective share of such remaining Issuer Available Funds. After payment to the Parties (other than the Issuer) of any their share of such party against a CP Conduit Purchaser remaining Issuer Available Funds, the obligations of the Issuer to the Parties (other than the Issuer) shall be subordinated to the payment extinguished in full of all of its Commercial Paperand neither the Parties (other than the Issuer) nor anyone acting on their behalf shall be entitled to take any further steps against the Issuer to recover any further sum. (b) No recourse under any obligation, covenant or agreement of any CP Conduit Purchaser contained herein 31.3 Issuer Available Funds shall be had against deemed to be "ultimately insufficient" at such time when, in the opinion of the Trustee, no further assets are available and no further proceeds can be realised to satisfy any incorporator, stockholder, officer, director, employee or agent outstanding claims of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of their Affiliates 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 Supplement is solely a corporate obligation of such CP Conduit Purchaser individuallySecured Creditors, and that no personal liability whatever shall attach to or neither assets nor proceeds will be incurred by any incorporatorso available. 31.4 Clause 30 (No Recourse, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates No Petition) and this Clause 31 (solely by virtue of such capacityLimited Recourse) or any of them under or by reason of any of the obligations, covenants or agreements of such CP Conduit Purchaser contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by such CP Conduit Purchaser of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Supplement; PROVIDED that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 shall survive the termination of this SupplementAgreement.

Limited Recourse. (a) 3.1. Notwithstanding anything to the contrary contained hereinin this Guarantee, or any obligations of each CP Conduit Purchaser other Financing Agreement, Parent Guarantor’s liability hereunder to any party hereto are solely for the corporate obligations of such CP Conduit Purchaser and Guaranteed Obligations shall be payable at such time as funds are received by or are available to such CP Conduit Purchaser in excess of funds necessary to pay in full all of its outstanding Commercial Paper and, limited to the extent funds are not available to pay such obligations, lesser of the claims relating thereto shall not constitute a claim against such CP Conduit Purchaser but shall continue to accrue. Each party hereto agrees that Maximum Amount and the payment value of any claim the Pledged Collateral (as defined in the Parent Pledge Agreement) pledged to Agent and Lenders by Parent Guarantor, and the enforcement of Agent’s rights and remedies in respect of such liability of Parent Guarantor shall be limited to the Pledged Collateral as set forth in this Section 101 of Title 11 3 and in the Parent Pledge Agreement; provided, that, Parent Guarantor’s liability for the Guaranteed Obligations shall not be limited to the value of the Bankruptcy CodePledged Collateral for any loss, damage, cost, expense, liability, claim or other obligations incurred by Agent or Lenders (a “Loss”): (a) arising out of or in connection with fraud or intentional material misrepresentation by Parent Guarantor or any such party against a CP Conduit Purchaser shall be subordinated to the payment in full of all of its Commercial Paper. (b) No recourse under any obligation, covenant or agreement of any CP Conduit Purchaser contained herein shall be had against any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser SPE Propco or any of their Affiliates principals, officers, agents or employees in connection with the Parent Pledge Agreement and the SPE Agreement; (b) for any damage to the SPE Property arising from intentional misconduct of Parent Guarantor or any SPE Propco or any of their principals, officers, agents or employees, and any removal of assets forming part of any SPE Property by Parent Guarantor or any SPE Propco in violation of the Financing Agreements; (c) the amount of any misappropriation or conversion by Parent Guarantor or any SPE Propco of (i) any proceeds paid by reason of any casualty, damage or destruction of any SPE Property, (ii) any proceeds received in connection with a taking, (iii) any rents following and during the continuance of an Event of Default, or (iv) any rents paid more than one (1) month in advance (it being agreed that no use of funds for the repair, maintenance or operations of the SPE Property shall be treated as a “misappropriation” hereunder); (d) which may at any time be imposed upon, incurred by or awarded against Agent or any Lender, in the event (and arising out of such circumstances) that any SPE Propco should raise any defense, counterclaim and/or allegation in any foreclosure action by Agent relative to any SPE Property any part thereof which is found by a court of competent jurisdiction in a final, non-appealable decision to have been raised by Parent Guarantor or a SPE Propco in bad faith or to be without basis in fact or law; (e) arising out of or in connection with any SPE Propco’s failure to obtain Agent’s prior written consent to a transfer of any SPE Property to the extent required by the enforcement SPE Agreement, but subject to the terms and conditions of the SPE Intercreditor Agreement; or (f) reasonable attorney’s fees and expenses incurred by Agent in connection with any successful suit filed on account of any assessment or by any legal or equitable proceeding, by virtue of the foregoing clauses (a) through (e). 3.2. Upon the occurrence of any statute Event of Default, Agent may collect, realize upon, sell or otherwise; it being expressly agreed and understood that this Supplement is solely a corporate obligation of such CP Conduit Purchaser individually, and that no personal liability whatever shall attach take any other enforcement action pursuant to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent Parent Pledge Agreement with respect to such CP Conduit Purchaser the Pledged Collateral or any of its Affiliates (solely by virtue of such capacity) portion thereof or take any of them under or by reason of enforcement action against Parent Guarantor with respect to any of the obligations, covenants liabilities or agreements amounts arising from any Loss referred to in Section 3.1(a) through (f) hereof to the extent the value of such CP Conduit Purchaser contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by such CP Conduit Purchaser of any of such the Pledged Collateral is insufficient to satisfy the obligations, covenants liabilities or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Supplement; PROVIDED that the foregoing shall not relieve amounts arising from any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 shall survive termination of this SupplementLoss.

Limited Recourse. The proceeds of the Lease Certificate Assets are the sole source of payments due in respect of the Certificates. Save as provided in the next paragraph, the Certificates do not represent an interest in or obligation of any of the Issuer, Ziraat Katılım, the Representative, any of the Agents or any of their respective affiliates. Accordingly, by subscribing for or acquiring the Certificates, Certificateholders acknowledge that: (a) Notwithstanding notwithstanding anything to the contrary contained hereinin these Conditions or any Transaction Document, any obligations of each CP Conduit Purchaser hereunder they will have no recourse to any party hereto are solely assets of the corporate obligations Issuer (and/or its authorised representatives, officers, administrators or employees), the Representative or the Agents and/or its authorised representatives, officers, administrators, employees or shareholders in respect of such CP Conduit Purchaser and shall be payable at such time as funds are received by or are available to such CP Conduit Purchaser any shortfall in excess of funds necessary to pay in full all of its outstanding Commercial Paper and, the expected amounts from the Lease Certificate Assets to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against such CP Conduit Purchaser but shall continue to accrue. Each party hereto agrees that the payment of any claim (as defined in Section 101 of Title 11 Lease Certificate Assets have been exhausted following which all obligations of the Bankruptcy Code) of any such party against a CP Conduit Purchaser Issuer shall be subordinated to the payment in full of all of its Commercial Paper.extinguished; and (b) No any recourse under any obligation, covenant or agreement to the assets of any CP Conduit Purchaser contained herein Ziraat Katılım shall be had limited to the Lease Certificate Assets, which include obligations of Ziraat Katılım under the Transaction Documents to which it is a party. Ziraat Katılım is obliged to make certain payments under the relevant Transaction Documents to which it is a party directly to the Issuer for and on behalf of the Certificateholders, and the Representative will have recourse against any incorporatorZiraat Katılım to recover such payments. The net proceeds of realisation of, stockholderor enforcement with respect to, officerthe Lease Certificate Assets may not be sufficient to make all payments due in respect of the Certificates. If, director, employee or agent following the distribution of such CP Conduit Purchaserproceeds, there remains a shortfall in payments due under the Certificates, subject to Condition 16 (Enforcement and Exercise of Rights), no holder of Certificates will have any claim against the Issuer (to the extent the Lease Certificate Assets have been exhausted) or Ziraat Katılım (to the extent that it fulfils all of its administrative agentobligations under the Transaction Documents to which it is a party), the Funding Agent with respect to such CP Conduit Purchaser Representative, the Agents or any of their Affiliates by the enforcement respective affiliates or against any of any assessment or by any legal or equitable proceedingtheir respective assets, by virtue of any statute or otherwise; it being expressly agreed and understood that this Supplement is solely a corporate obligation in respect of such CP Conduit Purchaser individuallyshortfall and any unsatisfied claims of Certificateholders shall be extinguished. In particular, and that no personal liability whatever shall attach holder of Certificates will be able to petition for, or be incurred by join any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agentother person in instituting proceedings for, the Funding Agent with respect to such CP Conduit Purchaser reorganisation, liquidation, winding up or receivership of the Issuer, Ziraat Katılım, the Representative, the Agents or any of its Affiliates (solely by virtue their respective affiliates as a consequence of such capacityshortfall or otherwise. For the avoidance of doubt: (i) the Lease Certificate Assets do not constitute collateral or any of them under or by reason of any a security interest in favour of the obligationsCertificateholders, covenants the Issuer or agreements the Representative; and (ii) the laws and regulations applicable in each of such CP Conduit Purchaser contained England and Türkiye do not regard the Lease Certificate Assets as collateral or a security interest in this Agreementfavour of the Certificateholders, the Issuer or implied therefrom, and that any and all personal liability for breaches by such CP Conduit Purchaser of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Supplement; PROVIDED that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 shall survive termination of this SupplementRepresentative.

Limited Recourse. (a) Notwithstanding anything The obligations of the Issuer under this Indenture Supplement and the Series 2014-1 Notes are limited in recourse to the contrary contained hereinCollateral on the basis set forth in Section 13.17 of the Indenture, any obligations of each CP Conduit Purchaser hereunder to any party hereto are solely the corporate obligations of such CP Conduit Purchaser and shall be payable at such time as funds are received by or are available to such CP Conduit Purchaser in excess of funds necessary to pay in full all of its outstanding Commercial Paper and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against such CP Conduit Purchaser but shall continue to accrue. Each party hereto agrees that the payment of any claim (as defined in Section 101 of Title 11 of the Bankruptcy Code) of any such party against a CP Conduit Purchaser shall be subordinated to the payment in full of all of its Commercial Paperwhich is incorporated herein by reference. (b) No recourse It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered on behalf of the Issuer by Wilmington Trust, National Association (the “Owner Trustee”), not individually or personally, but solely as trustee of the Issuer in the exercise of the powers and authority conferred and vested in it, (ii) the representations, covenants, undertakings and agreements herein made on the part of the Issuer are made and intended not as personal representations, undertakings and agreements by the Owner Trustee but are made and intended for the purpose of binding only the Issuer, (iii) nothing herein contained shall be construed as creating any liability on the Owner Trustee individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, and (iv) under no circumstances shall the Owner Trustee be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, duty (including fiduciary duty, if any) representation, warranty or covenant made or agreement undertaken by the Issuer under this Indenture Supplement or any other related document. The Owner Trustee has made no investigation as to the accuracy or completeness of any CP Conduit Purchaser contained herein shall be had against any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, representations and warranties made by the Funding Agent with respect to such CP Conduit Purchaser Issuer or any of their Affiliates 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 Supplement is solely a corporate obligation of such CP Conduit Purchaser individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of such CP Conduit Purchaser contained other Person in this AgreementIndenture Supplement. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, or implied therefromAS AMENDED (THE “SECURITIES ACT”), and that any and all personal liability for breaches by such CP Conduit Purchaser of any of such obligationsAND MAY NOT BE OFFERED, covenants or agreementsSOLD, either at common law or at equityPLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, or by statuteTHE ACQUIRER (1) REPRESENTS THAT: (A) IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT OR (B) IT IS NOT A U.S. PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT); AND (2) AGREES FOR THE BENEFIT OF THE ISSUER THAT IT WILL NOT OFFER, rule or regulationSELL, of every such incorporatorPLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN, stockholderEXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ONLY: (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, officer(C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, director(D) IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Supplement; PROVIDED that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 shall survive termination of this Supplement.OR

Limited Recourse. (a) Notwithstanding anything to the contrary contained hereinherein or otherwise in the Indenture, any the Series 2013-2 Notes are nonrecourse obligations solely of each CP Conduit Purchaser hereunder to any party hereto are solely the corporate obligations of such CP Conduit Purchaser Issuers and shall be payable at such time as funds are received only from the Collateral Pool. Upon the exhaustion of the Collateral included in the Collateral Pool, any liabilities of the Issuers hereunder shall be extinguished. Each Series 2013-2 Noteholder shall be deemed to have agreed, by or are available to such CP Conduit Purchaser in excess of funds necessary to pay in full all acceptance of its outstanding Commercial Paper andNote, not to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against such CP Conduit Purchaser but shall continue to accrue. Each party hereto agrees that the payment file or join in filing any petition in bankruptcy or commence any similar proceeding in respect of any claim (as defined in Section 101 Issuer for a period of Title 11 of the Bankruptcy Code) of any such party against a CP Conduit Purchaser shall be subordinated to the two years and 31 days following payment in full of all of its Commercial Paper. the Notes (bincluding the Series 2013-2 Notes) No recourse issued or co-issued by the Issuers under the Indenture. Notwithstanding the foregoing, the Indenture Trustee, on behalf of the Series 2013-2 Noteholders, shall have the right to enforce the liability and obligation of any obligationIssuer hereunder, by money judgment or otherwise, to the extent of any loss, damage, cost, expense, liability, claim or other obligation incurred by such Noteholders (including attorneys’ fees and costs reasonably incurred) arising out of or in connection with the following: (i) fraud or intentional misrepresentation by such Issuer in connection with the Series 2013-2 Notes, the Indenture and/or any other Transaction Documents; (ii) intentional acts constituting gross negligence or willful misconduct or bad faith of such Issuer; (iii) intentional destruction or waste of any Property by such Issuer; (iv) the breach of any representation, warranty, covenant or agreement indemnification provision in the Indenture or any other Transaction Document concerning Environmental Laws, Hazardous Substances or Asbestos; (v) the removal or disposal of any CP Conduit Purchaser contained herein shall be had against portion of any incorporatorProperty during the continuation of an Event of Default; (vi) the misapplication or conversion by such Issuer of (A) any Insurance Proceeds, stockholder(B) any Condemnation Proceeds, officer(C) any Monthly Lease Payments following an Event of Default, director(D) any Monthly Lease Payments paid more than one month in advance, employee (E) any premiums for any Property Insurance Policies required under the Property Management Agreement received by such Issuer from any third party or agent Tenant or (F) any funds received by such Issuer for payment of such CP Conduit Purchaser, its administrative agent, the Funding Agent Taxes or other charges that can create liens on any portion of any Property; or (vii) any security deposits (including letters of credit) collected with respect to such CP Conduit Purchaser or any of their Affiliates by Property which are not delivered to 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 Supplement is solely Indenture Trustee upon a corporate obligation foreclosure of such CP Conduit Purchaser individuallyProperty or other action in lieu thereof, except to the extent any such security deposits were applied in accordance with the terms and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates (solely by virtue of such capacity) or any of them under or by reason conditions of any of the obligations, covenants Leases prior to the occurrence of the Event of Default that gave rise to such sale or agreements of such CP Conduit Purchaser contained foreclosure or action in this Agreement, or implied therefrom, and that any and all personal liability for breaches by such CP Conduit Purchaser of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Supplement; PROVIDED that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 shall survive termination of this Supplementlieu thereof.

Limited Recourse. (a) Notwithstanding anything to All amounts payable by the contrary contained herein, Borrower or any Borrower Subsidiary in respect of its obligations of each CP Conduit Purchaser hereunder to any party hereto are solely and the corporate obligations of such CP Conduit Purchaser and Secured Obligations shall be payable at such time as funds are received by or are available to such CP Conduit Purchaser in excess of funds necessary to pay in full all of its outstanding Commercial Paper and, recoverable only from and to the extent funds are not available of, and all recourse to pay such obligationseach Guarantor in respect of its guarantee of payment and of performance hereunder shall be limited to, in each case, the claims relating thereto shall not constitute a claim against such CP Conduit Purchaser but shall continue to accrueCollateral and any proceeds thereof. Each party hereto agrees that the payment of any claim (as defined in Section 101 of Title 11 of the Bankruptcy Code) of any such party against a CP Conduit Purchaser shall be subordinated to the payment in full of all of its Commercial Paper. (b) No recourse under any obligation, covenant obligation of the Borrower or agreement of any CP Conduit Purchaser contained herein Borrower Subsidiary evidenced by this Agreement shall be had against any incorporator, stockholdershareholder, officer, director, employee agent or agent director of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser Borrower or any of their Affiliates Borrower Subsidiary, by the enforcement of any assessment or by any legal or equitable proceeding, proceeding by virtue of any statute or otherwise; it being expressly agreed and understood that this Supplement is solely Agreement evidences a corporate obligation of such CP Conduit Purchaser individually, the Borrower and that any Borrower Subsidiary and no personal liability whatever shall attach to or be incurred by any incorporatorthe shareholders, stockholderofficers, officer, director, employee agents or agent directors of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser Borrower or any of its Affiliates (solely by virtue of such capacity) Borrower Subsidiary as such, or any of them under or by reason of any of the obligations evidenced by this Agreement, and that any and all personal liability for breaches by the Borrower or any Borrower Subsidiary of any of such obligations, covenants or agreements agreements, either at law or by statute or constitution, of every such shareholder, officer, agent or director is hereby expressly waived by the Collateral Agent and the Administrative Agent. All amounts payable by each Guarantor in respect of its obligations hereunder and the Secured Obligations shall be recoverable only from and to the extent of the security granted by such Guarantor in its capacity as Grantor and any proceeds thereof. No recourse under any obligation of such CP Conduit Purchaser contained in Guarantor evidenced by this Agreement shall be had against any shareholder (other than the Borrower), officer, agent or director of such Guarantor, by the enforcement of any assessment or by any proceeding by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement evidences a corporate obligation of such Guarantor and no personal liability shall attach to or be incurred by the shareholders (other than any other Borrower Group Member), officers, agents or directors of such Guarantor as such, or any of them under or by reason of any of the obligations evidenced by this Agreement, or implied therefrom, and that any and all personal liability for breaches by such CP Conduit Purchaser Guarantor of any of such obligations, covenants or agreements, either at common law or at equity, by statute or by statute, rule or regulationconstitution, of every such incorporator, stockholdershareholder (other than any other Borrower Group Member), officer, director, employee agent or agent director is hereby expressly waived as a condition of by the Collateral Agent and in consideration for the execution of this Supplement; PROVIDED that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 shall survive termination of this SupplementAdministrative Agent.

Limited Recourse. (a) 3.1. Notwithstanding anything to the contrary contained hereinin this Guarantee, or any obligations of each CP Conduit Purchaser other Financing Agreement, Parent Guarantor’s liability hereunder to any party hereto are solely for the corporate obligations of such CP Conduit Purchaser and Guaranteed Obligations shall be payable at such time as funds are received by or are available to such CP Conduit Purchaser in excess of funds necessary to pay in full all of its outstanding Commercial Paper and, limited to the extent funds are not available to pay such obligations, lesser of the claims relating thereto shall not constitute a claim against such CP Conduit Purchaser but shall continue to accrue. Each party hereto agrees that Maximum Amount and the payment value of any claim the Pledged Collateral (as defined in the Parent Pledge Agreement) pledged to Agent and Lenders by Parent Guarantor, and the enforcement of Agent’s rights and remedies in respect of such liability of Parent Guarantor shall be limited to the Pledged Collateral as set forth in this Section 101 of Title 11 3 and in the Parent Pledge Agreement; provided, that, Parent Guarantor’s liability for the Guaranteed Obligations shall not be limited to the value of the Bankruptcy CodePledged Collateral for any loss, damage, cost, expense, liability, claim or other obligations incurred by Agent or Lenders (a “Loss”): (a) arising out of or in connection with fraud or intentional material misrepresentation by Parent Guarantor or any such party against a CP Conduit Purchaser shall be subordinated to SPE Propco or any of their principals, officers, agents or employees in connection with the payment in full of all of its Commercial Paper.Parent Pledge Agreement and the SPE Agreement; (b) No recourse under for any obligation, covenant damage to the SPE Property arising from intentional misconduct of Parent Guarantor or agreement of any CP Conduit Purchaser contained herein shall be had against any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser SPE Propco or any of their Affiliates principals, officers, agents or employees, and any removal of assets forming part of any SPE Property by Parent Guarantor or any SPE Propco in violation of the Financing Agreements; (c) the amount of any misappropriation or conversion by Parent Guarantor or any SPE Propco of (i) any proceeds paid by reason of any casualty, damage or destruction of any SPE Property, (ii) any proceeds received in connection with a taking, (iii) any rents following and during the continuance of an Event of Default, or (iv) any rents paid more than one (1) month in advance (it being agreed that no use of funds for the repair, maintenance or operations of the SPE Property shall be treated as a “misappropriation” hereunder); (d) which may at any time be imposed upon, incurred by or awarded against Agent or any Lender, in the event (and arising out of such circumstances) that any SPE Propco should raise any defense, counterclaim and/or allegation in any foreclosure action by Agent relative to any SPE Property any part thereof which is found by a court of competent jurisdiction in a final, non-appealable decision to have been raised by Parent Guarantor or a SPE Propco in bad faith or to be without basis in fact or law; (e) arising out of or in connection with any SPE Propco’s failure to obtain Agent’s prior written consent to a transfer of any SPE Property to the extent required by the enforcement SPE Agreement, but subject to the terms and conditions of the SPE Intercreditor Agreement; or (f) reasonable attorney’s fees and expenses incurred by Agent in connection with any successful suit filed on account of any assessment or by any legal or equitable proceeding, by virtue of the foregoing clauses (a) through (e). 3.2. Upon the occurrence of any statute Event of Default, Agent may collect, realize upon, sell or otherwise; it being expressly agreed and understood that this Supplement is solely a corporate obligation of such CP Conduit Purchaser individually, and that no personal liability whatever shall attach take any other enforcement action pursuant to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent Parent Pledge Agreement with respect to such CP Conduit Purchaser the Pledged Collateral or any of its Affiliates (solely by virtue of such capacity) portion thereof or take any of them under or by reason of enforcement action against Parent Guarantor with respect to any of the obligations, covenants liabilities or agreements amounts arising from any Loss referred to in Section 3.1(a) through (f) hereof to the extent the value of such CP Conduit Purchaser contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by such CP Conduit Purchaser of any of such the Pledged Collateral is insufficient to satisfy the obligations, covenants liabilities or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Supplement; PROVIDED that the foregoing shall not relieve amounts arising from any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 shall survive termination of this SupplementLoss.

Limited Recourse. (a) Notwithstanding anything in this Agreement or ---------------- the other Loan Documents to the contrary contained hereincontrary, neither Borrower nor any obligations partner, officer or Affiliate of each CP Conduit Purchaser hereunder to Borrower shall have any party hereto are solely the corporate obligations of such CP Conduit Purchaser and shall be payable at such time as funds are received by or are available to such CP Conduit Purchaser in excess of funds necessary to pay in full all of its outstanding Commercial Paper and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against such CP Conduit Purchaser but shall continue to accrue. Each party hereto agrees that personal liability for the payment of any claim (as defined in Section 101 Loan, the performance of Title 11 any Obligation or liability of Borrower hereunder or under any other Loan Document, or for any deficiency judgment that the Agent or any Bank may obtain after foreclosure on or sale of the Bankruptcy Code) of any such party against a CP Conduit Purchaser shall be subordinated Property, and the Agent and the Banks will look solely to the Property as security for the Obligations and will not commence any action or enter any deficiency judgment against Borrower or any partner, officer or Affiliate of Borrower personally; provided, however, that Borrower shall not be exonerated or exculpated from, and -------- ------- Borrower shall remain personally liable for (i) payment to the Agent and the Banks to the extent provided in full Article 15 of all the Deed of Trust, and (ii) its Commercial Paperobligations and liabilities as set forth in the Environmental Indemnity Agreement and the Guaranty of Payment of Recourse Obligations, each dated the date hereof given by Borrower and General Partner to the Agent. (b) No recourse The foregoing limitations on personal liability shall not impair the validity of the obligations hereunder and under the other Loan Documents, or the Lien of the Deed of Trust upon the Property, or the right of the Agent and the Banks to foreclose and/or enforce the Lien of, or cause the power of sale to be exercised pursuant to, the Deed of Trust or any obligation, covenant or agreement of any CP Conduit Purchaser contained other Loan Document. (c) Nothing herein shall be had against deemed to be a waiver of any incorporator, stockholder, officer, director, employee or agent right which the Agent and the Banks may have under any bankruptcy law of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser United States or any of their Affiliates by state to file a claim for 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 Supplement is solely a corporate obligation of such CP Conduit Purchaser individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates (solely by virtue of such capacity) or any of them under or by reason of any full amount of the obligations, covenants Obligations or agreements to require that all of such CP Conduit Purchaser contained the Property shall continue to secure all of the Obligations in accordance with this Agreement, or implied therefrom, Agreement and that any and all personal liability for breaches by such CP Conduit Purchaser of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Supplement; PROVIDED that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 shall survive termination of this Supplementother Loan Documents.

Limited Recourse. (a) Notwithstanding anything to the contrary contained herein, any obligations of each CP Conduit Purchaser hereunder with respect to any party hereto claims arising under this Agreement, the Company shall at all times have recourse only to the Class A ADSs held by the Purchaser from time to time (the “Recourse Property”) subject to the security granted to [__] as trustee (the “Trustee”) and in favor of, among others, [__] as lender to the Purchaser pursuant to the trust deed dated on or around the date of this Agreement between the Purchaser and the Trustee (the “Trust Deed”) and not to any other assets of the Purchaser. If, with respect to any claims arising under this Agreement, after the relevant Recourse Property is exhausted and any claims ranking in priority to the Purchaser (by law or pursuant to the Trust Deed) are satisfied, any outstanding claim, debt or liability against the Purchaser remains unpaid, then such outstanding claim, debt or liability, as the case may be, shall be extinguished and no debt shall be owed by the Purchaser in respect thereof. Following extinguishment in accordance with this Section 7.14, none of the parties to this Agreement or any other person acting on behalf of any of them shall, with respect to any claims arising under this Agreement, be entitled to take any further steps against the Purchaser or any of its officers, shareholders, members, incorporators, corporate service providers or directors to recover any further sum in respect of the extinguished claim, debt or liability and no debt shall be owed to any such persons by the Purchaser or any of its officers, shareholders, members, incorporators, corporate service providers or directors in respect of such further sum. The Company acknowledges and agrees that the Purchaser’s obligations in respect of this Agreement are solely the corporate obligations of such CP Conduit the Purchaser and shall be payable at such time as funds are received by that it will not have any recourse against any director, shareholder, officer or are available to such CP Conduit employee of the Purchaser in excess of funds necessary to pay in full all of its outstanding Commercial Paper and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against such CP Conduit Purchaser but shall continue to accrue. Each party hereto agrees that the payment respect of any claim (as defined in Section 101 of Title 11 of the Bankruptcy Code) of any such party against a CP Conduit Purchaser shall be subordinated to the payment in full of all of its Commercial Paper. (b) No recourse under any obligationclaims, losses, damages, liabilities, indemnities, obligations, covenant or agreement of any CP Conduit Purchaser contained herein shall be had against any incorporator, stockholder, officer, director, employee entered into or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of their Affiliates made 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 Supplement is solely a corporate obligation of such CP Conduit Purchaser individually, and that no personal liability whatever shall attach pursuant to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates (solely by virtue of such capacity) or any of them under or by reason of any terms of the obligations, covenants or agreements of such CP Conduit Purchaser contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by such CP Conduit Purchaser of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Supplement; PROVIDED that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 shall survive termination of this Supplement.Transaction Documents

Limited Recourse. (a) Notwithstanding anything any provision or obligation to the contrary contained hereinset forth in this Loan Agreement, (1) the liability of the Borrower and any partner, trustee, director, officer, employee, or agent thereof (collectively, "Borrower Parties") under this Loan Agreement or the Subordinate Mortgage shall be limited to the property subject to the Subordinate Mortgage or to such other security as may from time to time be given or have been given for payment of the Borrower's obligations under this Loan Agreement and Note, and any judgment rendered against the Borrower Parties under this Loan Agreement or the Subordinate Mortgage, the Borrower Subordinate Promissory Note and the Note shall be limited to the property subject to the Subordinate Mortgage and any other security so given for satisfaction thereof; and (2) no deficiency or other personal judgment nor any order or decree of each CP Conduit Purchaser hereunder specific performance shall be sought or rendered against the Borrower Parties, their successors, transferees or assigns, in any action or proceeding arising out of the Subordinate Mortgage, this Loan Agreement, the Borrower Subordinate Promissory Note, the Note, or any judgment, order or decree rendered pursuant to any party hereto are solely such action or proceeding; provided, however, that nothing in this Loan Agreement, the corporate obligations Subordinate Mortgage, the Borrower Subordinate Promissory Note or the Note shall limit the Issuer's or Lender's ability to exercise any right or remedy that it may have with respect to any property pledged or granted to the Issuer or the Lender, or both of such CP Conduit Purchaser and them, or to exercise any right against the Borrower Parties or any other person or entity on account of any damage caused by fraud or intentional misrepresentation by the Borrower or any intentional damage of the property subject to the Subordinate Mortgage. Furthermore, the Borrower shall be payable at such time fully liable for the misapplication of (1) proceeds paid prior to any foreclosure under any and all insurance policies, under which the Lender and/or the Issuer is named as funds are received insured, by reason of damage, loss or are available destruction to such CP Conduit Purchaser in excess any portion of funds necessary the property subject to pay in full all of its outstanding Commercial Paper andthe Subordinate Mortgage, to the full extent funds are not available of such misapplied proceeds and awards, (2) proceeds or awards resulting from the condemnation, or other taking in lieu of condemnation, prior to pay any foreclosure of the property subject to the Subordinate Mortgage, to the full extent of such obligationsmisapplied proceeds and awards, (3) rents, issues, profits and revenues received or applicable to a period subsequent to the occurrence of a default under this Loan Agreement, the claims relating thereto Subordinate Mortgage and the Note but prior to foreclosure, and (4) proceeds from the sale of all or any part of the property subject to the Subordinate Mortgage and any other proceeds that, under the terms hereof, should have been paid to the Issuer or the Lender. Furthermore, the Borrower shall be fully liable for the breach of the Borrower's covenants contained in Sections 5.02, 7.01, 8.04 and 9.09 of this Loan Agreement; provided, however in no event shall the Borrower or any Borrower Parties be personally liable for payment of the principal of, premium, if any, or interest on the Borrower Subordinate Promissory Note or the Note. The limit on the Borrower's liability set forth in this paragraph shall not, however, be construed, and is not intended in any way, to constitute a claim against such CP Conduit Purchaser but shall continue release, in whole or in part, of the Borrower's obligations under this Loan Agreement or a release, in whole or in part, or an impairment of the lien and security interest of the Subordinate Mortgage, this Loan Agreement, the Borrower Subordinate Promissory Note and the Note upon the properties described therein, or to accrue. Each party hereto agrees that preclude the payment Issuer or the Lender from foreclosing the Subordinate Mortgage in case of any claim (as defined in Section 101 of Title 11 default or enforcing any other right of the Bankruptcy Code) Issuer or the Lender, or to alter, limit or affect the liability of any such person or party against a CP Conduit Purchaser shall be subordinated to the payment in full of all of who may now or hereafter or prior hereto guarantee, or pledge, grant or assign its Commercial Paper. (b) No recourse under any obligation, covenant assets or agreement of any CP Conduit Purchaser contained herein shall be had against any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agentcollateral as security for, the Funding Agent with respect to such CP Conduit Purchaser or any obligations of their Affiliates by the enforcement of any assessment or by any legal or equitable proceedingBorrower under the Subordinate Mortgage, by virtue of any statute or otherwise; it being expressly agreed and understood that this Supplement is solely a corporate obligation of such CP Conduit Purchaser individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agentLoan Agreement, the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of Borrower Subordinate Promissory Note and the obligations, covenants or agreements of such CP Conduit Purchaser contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by such CP Conduit Purchaser of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Supplement; PROVIDED that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 shall survive termination of this SupplementNote.

Limited Recourse. (a) Notwithstanding anything any other terms of this Base Indenture, the Notes, any other Transaction Documents or otherwise, the obligations of the Issuer under the Notes, this Base Indenture and each other Transaction Document to which it is a party are limited recourse obligations of the Issuer, payable solely from the Trust Estate, and following realization of the Trust Estate and application of the proceeds thereof in accordance with the terms of this Base Indenture, none of the Noteholders, the Indenture Trustee or any of the other parties to the contrary contained hereinTransaction Documents shall be entitled to take any further steps to recover any sums due but still unpaid hereunder or thereunder, any obligations all claims in respect of which shall be extinguished and shall not thereafter revive. Subject to the foregoing and to the terms of the applicable Indenture Supplement, each Noteholder will, however, have the absolute and unconditional right to receive payment of all amounts due with respect to the Notes pursuant and respect to the terms of the Indenture, which right shall not be impaired without the consent of each CP Conduit Purchaser hereunder Noteholder and to initiate suit for the enforcement of any party hereto are solely such payment, which right shall not be impaired without the corporate obligations consent of such CP Conduit Purchaser and Noteholder. No recourse shall be payable at such time as funds are received by or are available to such CP Conduit Purchaser in excess of funds necessary to pay in full all of its outstanding Commercial Paper and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against such CP Conduit Purchaser but shall continue to accrue. Each party hereto agrees that had for the payment of any claim (as defined amount owing in Section 101 of Title 11 respect of the Bankruptcy Code) Notes or this Base Indenture or for any action or inaction of any such party against a CP Conduit Purchaser shall be subordinated to the payment in full of all of its Commercial Paper. (b) No recourse under any obligation, covenant or agreement of any CP Conduit Purchaser contained herein shall be had Issuer against any incorporator, stockholder, officer, director, employee employee, equity holder or agent organizer of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser Issuer or any of their Affiliates by successors or assigns for any amounts payable under the enforcement of any assessment Notes or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and this Base Indenture. It is understood that this Supplement is solely a corporate obligation of such CP Conduit Purchaser individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of such CP Conduit Purchaser contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by such CP Conduit Purchaser of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Supplement; PROVIDED that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 8.9 shall survive termination not (i) prevent recourse to the Trust Estate for the sums due or to become due under any security, instrument or agreement which is part of the Trust Estate, (ii) prevent recourse to NSM under the PC Repurchase Agreement or (iii) save as specifically provided therein, constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Notes or secured by this Base Indenture. It is further understood that the foregoing provisions of this SupplementSection 8.9 shall not limit the right of any Person, to name the Issuer as a party defendant in any proceeding or in the exercise of any other remedy under the Notes or this Base 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 any such Person or entity.

Limited Recourse. (a) Notwithstanding anything to the contrary contained herein, any obligations of each CP Conduit Purchaser hereunder to any party hereto are solely the corporate obligations of such CP Conduit Purchaser and shall be payable at such time as funds are received by or are available to such CP Conduit Purchaser in excess of funds necessary to pay in full all of its outstanding Commercial Paper and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against such CP Conduit Purchaser but shall continue to accrue. Each party hereto The Borrower hereby agrees that the payment it shall have recourse in respect of any claim against the Lender only to sums in respect of principal, interest or other amounts (if any), as the case may be, received (after deduction or withholding of such taxes or duties as may be required to be made by the Lender by law in respect of such sum or in respect of the Notes and for which the Lender has not received a corresponding payment (also after deduction or withholding of such taxes or duties as may be required to be made by the Lender in respect thereof) pursuant to this Agreement) by or for the account of the Lender pursuant to this Agreement (the “Lender Assets”), subject always (i) to the Security Interests (as defined in Section 101 of Title 11 the Trust Deed) and (ii) to the fact that any claims of the Bankruptcy Code) Joint Lead Managers under the Subscription Agreement shall rank in priority to any claims of the Borrower hereunder, and that any such claim by any and all such Joint Lead Managers or the Borrower shall be reduced pro rata so that the total of all such claims does not exceed the aggregate value of the Lender Assets after meeting claims secured on them. The Trustee having realised the same, neither the Borrower nor any person acting on its behalf shall be entitled to take any further steps against the Lender to recover any further sums and no debt shall be owed by the Lender to such person in respect of any such party against a CP Conduit Purchaser further sum. In particular, neither the Borrower nor any person acting on its behalf) shall be subordinated entitled at any time to institute against the payment Lender, or join with any other person as instituting or joining, insolvency proceedings (or any proceedings mentioned in full the paragraph above) against the Lender. The Borrower shall have no recourse against any director, shareholder, or officer of all of its Commercial Paper. (b) No recourse under any obligation, covenant or agreement the Lender in respect of any CP Conduit Purchaser contained herein shall be had against any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of their Affiliates 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 Supplement is solely a corporate obligation of such CP Conduit Purchaser individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements agreement entered into or made by the Lender in respect of such CP Conduit Purchaser contained in this Agreement, or implied therefrom, and except to the extent that any and all personal liability for breaches by such CP Conduit Purchaser person acts in bad faith or is negligent in the context of any of such its obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Supplement; PROVIDED that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 Clause 23 shall survive the termination of this SupplementAgreement. Schedule‌ RZD Capital P.L.C. ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ CC: BNY Mellon Corporate Trustee Services Limited Dear Sirs This certificate is delivered to you in accordance with Clause 10.3.2 of the Loan Agreement dated 8 December 2020 (the “Loan Agreement”) and made between RZD Capital P.L.C. (the “Lender”), and Joint Stock Company “Russian Railways” (the “Borrower”). All words and expressions defined in the Loan Agreement shall (save as otherwise provided herein or unless the context otherwise requires) have the same meanings herein. (a) As at [●]1, no Event of Default or Potential Event of Default existed [other than [●]]2 and no Event of Default or Potential Event of Default had existed at any time since [●]3 [the date of the last certificate delivered under Clause 10.3.24 [other than [●]]]5; (b) As at [●], there has been no Change of Control as defined in the Loan Agreement; and (c) From and including [●]3 [the date of the last certificate delivered under Clause 10.3.2]4 to and including [●]1, the Borrower confirms that it is complying with its obligations under the Loan Agreement. Title: 1 The date of delivery of the certificate.

Limited Recourse. (a) Notwithstanding anything Following the enforcement, realisation and ultimate distribution of the net proceeds of the Issuer Trust Property to the contrary contained hereinCertificateholders in accordance with these Conditions and the Transaction Documents, any the obligations of each CP Conduit Purchaser hereunder to any party hereto are solely the corporate obligations Trustee and the Delegate in respect of such CP Conduit Purchaser and the Certificates shall be payable at satisfied, neither the Trustee nor the Delegate shall be liable for any further sums in respect of the Certificates or the Issuer Trust Property and the right to receive any such time sum shall be extinguished. Accordingly, no Certificateholder may take any action against the Trustee, the Delegate or any other person to recover any such sum. In particular, no Certificateholder shall be entitled to petition or to take any other steps for the winding-up of the Issuer or the Trustee, nor shall any Certificateholder institute proceedings against the Issuer or the Trustee based on article 98 of the Luxembourg act dated 10 August 1915 on commercial companies, as funds amended, or have any claim in respect of any other trust established by the Trustee. For the avoidance of doubt, all claims that the Certificateholders may have against the Issuer or the Trustee in respect of the Certificates and the Transaction Documents may only be satisfied out of the assets that are received allocated to Compartment 1, being the compartment under which the Certificates have been issued. Such claims may not be satisfied out of assets allocated to other compartments created by the Issuer and the Trustee or any other assets of the Issuer and the Trustee. The Certificateholders acknowledge and accept that once all the assets allocated to Compartment 1 have been realised, they are available not entitled to such CP Conduit Purchaser in excess take any further steps against the Issuer and the Trustee. Furthermore, the Certificateholders accept that they shall not be entitled to (i) attach or otherwise seize the assets of funds necessary the Issuer and the Trustee allocated to pay in full all of its outstanding Commercial Paper and, Compartment 1 save to the extent funds that such Certificateholders are entitled to distributions from such assets in accordance with these Conditions or (ii) to attach or otherwise seize the assets of the Issuer and Trustee allocated to other compartments of the Issuer and the Trustee or which are not available allocated to pay such obligations, the claims relating thereto shall not constitute a claim against such CP Conduit Purchaser but shall continue to accrue. Each party hereto agrees that the payment of any claim (as defined in Section 101 of Title 11 compartment of the Bankruptcy Code) of any such party against a CP Conduit Purchaser shall be subordinated to Issuer and the payment in full of all of its Commercial PaperTrustee. (b) No recourse under any obligation, covenant or agreement of any CP Conduit Purchaser contained herein shall be had against any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of their Affiliates 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 Supplement is solely a corporate obligation of such CP Conduit Purchaser individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of such CP Conduit Purchaser contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by such CP Conduit Purchaser of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Supplement; PROVIDED that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 shall survive termination of this Supplement.

Limited Recourse. (a) Notwithstanding anything to Each of the contrary contained herein, any obligations of each CP Conduit Purchaser hereunder to any party hereto are solely Collateral Administrator and the corporate obligations of such CP Conduit Purchaser and shall be payable at such time as funds are received by or are available to such CP Conduit Purchaser in excess of funds necessary to pay in full all of its outstanding Commercial Paper and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against such CP Conduit Purchaser but shall continue to accrue. Each party hereto Collateral Manager agrees that the payment of any claim (as defined in Section 101 of Title 11 of all amounts to which it is entitled pursuant to this Agreement from the Bankruptcy Code) of any such party against a CP Conduit Purchaser Issuer shall be subordinated to the payment extent set forth in full the Indenture. Notwithstanding any other provision of this Agreement, all of the obligations of the Issuer under this Agreement at all times and from time to time are limited recourse obligations of the Issuer payable solely as Administrative Expenses from amounts credited at such time to the Expense Account pursuant to Section 10.3(c) of the Indenture and the Issuer Sale and Contribution Agreement or according to the Priority of Payments, and following the reduction thereof to zero and realization of all other Collateral available at such time and application of its Commercial Paper. (b) No recourse under the proceeds thereof in accordance with the Indenture, all obligations of and any obligation, covenant claims against the Issuer hereunder or agreement of any CP Conduit Purchaser contained herein arising in connection herewith shall be had extinguished and shall not thereafter revive. 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 against any incorporator, stockholder, officerother asset of the Issuer or against any Officer, director, employee employee, partner, member, shareholder or agent incorporator of such CP Conduit Purchaserthe Issuer or its Affiliates, its administrative agent, successors or assigns for the Funding Agent with respect to such CP Conduit Purchaser or any of their Affiliates by the enforcement payment of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and amounts payable under this Agreement. It is understood that this Supplement Section 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 solely part of the Collateral; or (ii) constitute a corporate waiver, release or discharge of any indebtedness or obligation evidenced by the Notes or secured by the Indenture until such Collateral has been realized. It is further understood that this Section 16 shall not limit the right of such CP Conduit Purchaser individuallyany Person to name the Issuer as a party defendant in any Proceeding or in the exercise of any other remedy under the Notes or the Indenture, and that so long as no judgment in the nature of a deficiency judgment or seeking personal liability whatever shall attach to be asked for or be incurred by (if obtained) enforced against any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates (solely by virtue of such capacity) or any of them under or by reason of any Person. Each of the obligations, covenants or agreements of such CP Conduit Purchaser contained in this Agreement, or implied therefrom, Collateral Administrator and that any and all personal liability for breaches by such CP Conduit Purchaser of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution Collateral Manager consents to the assignment of this Supplement; PROVIDED that Agreement as provided in the foregoing shall not relieve any such Person from any liability it might otherwise have as a result Granting Clause of fraudulent actions taken or omissions made by themthe Indenture. The provisions of this This Section 11.5 16 shall survive the termination of this SupplementAgreement.

Limited Recourse. (a) Notwithstanding anything to the contrary contained ---------------- herein, any obligations Buyer shall make the payments required herein from the assets of each CP Conduit Purchaser Buyer. Buyer's obligation to make payments hereunder to any party hereto are solely the corporate obligations of such CP Conduit Purchaser and shall be payable at such time as funds are received by or are available to such CP Conduit Purchaser in excess of funds necessary to pay in full all of its outstanding Commercial Paper and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against Buyer in excess of assets of Buyer available to pay such CP Conduit Purchaser but shall continue claim in the event such assets are insufficient to accruepay the full amount otherwise due under this Note. Each party hereto agrees that EXIDE U.S. FUNDING CORPORATION By: ............................... Name: ............................... Title: ............................... EXHIBIT B to Sale Agreement FORM OF SELLER ASSIGNMENT CERTIFICATE ----------------------------- Reference is made to the payment Amended and Restated Sale Agreement, dated as of any claim September 29, 2000 (as the same may be amended, supplemented, amended and restated or otherwise modified from time to time, the "Agreement") between EXIDE CORPORATION ("Seller") and EXIDE U.S. FUNDING CORPORATION ("Buyer"). Unless otherwise defined in Section 101 of Title 11 of herein, capitalized terms used herein have the Bankruptcy Code) of any such party against a CP Conduit Purchaser shall be subordinated meanings ascribed to them pursuant to the payment in full Agreement. The undersigned hereby sells, transfers, assigns, sets over and conveys unto Buyer and its successors and assigns all right, title and interest of Seller in, to and under: (a) all Receivables created by Seller that arise during the period from and including the closing of its Commercial Paper.Seller's business on the Initial Cut-Off Date to but excluding the Purchase Termination Date; (b) No recourse under any obligationall Receivables acquired by Seller pursuant to the merger of GNB into the on Seller on the Effective Date, covenant or agreement of any CP Conduit Purchaser contained herein shall be had against any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of their Affiliates 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 Supplement is solely a corporate obligation of such CP Conduit Purchaser individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates and (solely by virtue of such capacityc) or any of them under or by reason of any all proceeds of the obligationsReceivables. This Seller Assignment Certificate is made without recourse but on the terms and subject to the conditions set forth in the Sale Documents to which Seller is a party. Seller acknowledges and agrees that Buyer is accepting this Seller Assignment Certificate in reliance on the representations, warranties and covenants or agreements of such CP Conduit Purchaser Seller contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by such CP Conduit Purchaser of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, employee or agent the Sale Documents to which Seller is hereby expressly waived as a condition of and in consideration for the execution of this Supplement; PROVIDED that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by themparty. The provisions of this Section 11.5 shall survive termination of this SupplementTHIS SELLER ASSIGNMENT CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE AGREEMENT AND THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.

Limited Recourse. (a) Notwithstanding anything 3.1 In respect of the obligations of the Issuer hereunder, the Guarantor as Secured Party will have recourse only to the contrary contained hereinSecured Property for the Guaranteed Notes and sums derived from it, subject to the Security. Once the Trustee has realized the Secured Property and distributed the Net Proceeds in accordance with the Trust Deed, neither the Guarantor nor anyone acting on its behalf, may take any obligations of each CP Conduit Purchaser hereunder further steps against the Issuer or its directors, officers, members or administrator to recover any party hereto are solely further sum, no debt will be owed by the corporate obligations Issuer in respect of such CP Conduit Purchaser sum and shall be payable at such time as funds are received by or are available to such CP Conduit Purchaser the Issuer's obligations in excess of funds necessary to pay in full all of its outstanding Commercial Paper and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against such CP Conduit Purchaser but shall continue to accrue. Each party hereto agrees that the payment of any claim (as defined in Section 101 of Title 11 of the Bankruptcy Code) respect of any such party against a CP Conduit Purchaser sum shall be subordinated extinguished. 3.2 The Guarantor may not institute or join with any other person in bringing, instituting or joining, insolvency proceedings (whether court based or otherwise) or for the appointment of an examiner, receiver or analogous person in relation to the payment in full of all of its Commercial Paper. (b) No recourse under any obligation, covenant or agreement of any CP Conduit Purchaser contained herein shall be had against any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of their Affiliates 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 Supplement is solely a corporate obligation of such CP Conduit Purchaser individuallyIssuer, and that no personal liability whatever shall attach nor will the Guarantor have any claim over any sum relating to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligationsIssuer’s assets other than the Secured Property. 3.3 THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW. ▇▇▇▇▇▇▇▇▇ AGREES TO THE EXCLUSIVE JURISDICTION OF COURTS LOCATED IN THE STATE OF NEW YORK, covenants or agreements UNITED STATES OF AMERICA, OVER ANY DISPUTES ARISING UNDER OR RELATING TO THIS GUARANTY." For the avoidance of such CP Conduit Purchaser contained doubt, not all Series of Notes will have the benefit of a Guaranty. A separate Guaranty will be executed by the Guarantor in this Agreement, or implied therefrom, and that any and all personal liability for breaches by such CP Conduit Purchaser respect of any each Series of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Supplement; PROVIDED that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 shall survive termination of this SupplementGuaranteed Notes.

Limited Recourse. Against the Issuer 20.1 Notwithstanding any other provision of this Agreement or any provisions in any other Transaction Document, each party hereto agrees and acknowledges with the Issuer that, save as otherwise provided for in any Transaction Document: (a) Notwithstanding anything it will only have recourse in respect of any amount, claim or obligation due or owing to it by the Issuer (the Claims) only to the contrary contained hereinextent of available funds pursuant to the applicable Master Purchaser Priorities of Payments and subject to the provisos therein, which shall be applied by the Security Trustee, subject to and in accordance with the terms thereof and after all other prior ranking claims in respect thereof have been satisfied and discharged in full; (b) following the application of funds following enforcement of the security interests created under the Master Purchaser Deed of Charge, subject to and in accordance with the Master Purchaser Post-Enforcement Priorities of Payments, the Issuer will have no assets available for payment of its obligations under this Agreement, any Note, the Master Purchaser Deed of Charge and the other Transaction Documents other than as provided for pursuant to the Master Purchaser Deed of Charge, and that any Claims will accordingly be extinguished to the extent of any shortfall; and (c) the obligations of the Issuer under this Agreement, each CP Note, the Master Purchaser Deed of Charge and the other Transaction Documents will not be obligations or responsibilities of, or guaranteed by, any other person or entity. 20.2 Notwithstanding any other provision of this Agreement or any provisions in any other Transaction Document, each party hereto agrees that the obligations of any Conduit Purchaser hereunder under this Agreement and any other Transaction Document shall be without recourse to any party hereto are officer, director, employee, stockholder, member, agent, manager or incorporator of such Conduit Purchaser and shall be solely the corporate obligations of such CP Conduit Purchaser and shall be payable at such time as solely to the extent of funds are received by from the Issuer or are available from any party to such CP Conduit Purchaser any Transaction Document in accordance with the terms of the Transaction Documents and only in excess of funds necessary to pay in full all the matured and maturing notes of its outstanding Commercial Paper and, such Conduit Purchaser (or such Conduit Purchaser’s related issuing entity). 20.3 Any amounts which such Conduit Purchaser does not pay pursuant to the extent funds are not available to pay such obligations, operation of the claims relating thereto preceding Clause 20.2 shall not constitute a claim against such CP Conduit Purchaser but shall continue to accrue. Each party hereto agrees that the payment of any claim (including, without limitation, as defined in Section § 101 of Title 11 of the Bankruptcy Code) of any such party against a CP Conduit Purchaser shall be subordinated to the payment in full of all of its Commercial Paper. (b) No recourse under any obligation, covenant or agreement of any CP Conduit Purchaser contained herein shall be had against any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of their Affiliates 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 Supplement is solely a corporate obligation of such CP Conduit Purchaser individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of such CP Conduit Purchaser contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by such CP Conduit Purchaser of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Supplement; PROVIDED that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 insufficiency. 20.4 This Clause 20 shall survive the termination of this SupplementAgreement.

Limited Recourse. (a) Notwithstanding anything to the contrary contained hereinin this Agreement, any the obligations of each CP Conduit Purchaser hereunder to any party hereto of the Seller and Issuer under this Agreement are solely the corporate obligations of such CP Conduit Purchaser the Seller or the trust obligations of Issuer, as applicable, and shall be payable at by the Seller or Issuer, as applicable, solely as provided in this Section 13.15 Each of the Seller and the Issuer shall only be required to pay (a) any fees, expenses, indemnities or other liabilities that it may incur under this Agreement to the extent it has funds available therefor on the date of such time as determination and (b) any expenses, indemnities or other liabilities that it may incur under this Agreement only to the extent it receives funds are received designated for such purposes or to the extent it has funds available therefor. In addition, no amount owing by any of the Seller or are available to such CP Conduit Purchaser Issuer hereunder (other than principal and interest in respect of the Notes) in excess of funds necessary the liabilities that it is required to pay in full all of its outstanding Commercial Paper and, to accordance with the extent funds are not available to pay such obligations, the claims relating thereto preceding sentence shall not constitute a claim against such CP Conduit Purchaser but shall continue to accrue. Each party hereto agrees that the payment of any claim "claim" (as defined in Section 101 of Title 11 101(5) of the Bankruptcy Code) of any such party against a CP Conduit Purchaser shall be subordinated to the payment in full of all of its Commercial Paper. (b) it. No recourse under any obligation, covenant or agreement of any CP Conduit Purchaser contained herein shall be had for the payment of any amount owing hereunder or for the payment 87 Sale and Servicing Agreement of any fee hereunder or any other obligation of, or claim against, the Seller or the Issuer arising out of or based upon this Agreement against any incorporatorstockholder, employee, officer, agent, director or authorized person of the Seller or affiliate thereof or any stockholder, employee, officer, director, employee incorporator or agent of such CP Conduit PurchaserAffiliate thereof; provided, its administrative agenthowever, the Funding Agent with respect to such CP Conduit Purchaser or any of their Affiliates 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 Supplement is solely a corporate obligation of such CP Conduit Purchaser individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of such CP Conduit Purchaser contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by such CP Conduit Purchaser of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Supplement; PROVIDED that the foregoing shall not relieve any such Person from person or entity of any liability it they might otherwise have as a result of fraudulent actions taken or omissions made taken by them. The provisions obligation of the parties under this Section 11.5 13.15 shall survive termination of this SupplementAgreement. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK.] 88 Sale and Servicing Agreement

Limited Recourse. (a) Notwithstanding anything to the contrary contained herein, any obligations of each CP Conduit Purchaser hereunder to any party hereto are solely the corporate obligations of such CP Conduit Purchaser and shall be payable at such time as funds are received by or are available to such CP Conduit Purchaser in excess of funds necessary to pay in full all of its outstanding Commercial Paper and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against such CP Conduit Purchaser but shall continue to accrue. Each party hereto The Servicer hereby agrees that the payment Issuer’s obligations hereunder shall be limited recourse obligations of the Issuer, with recourse being limited to the Collateral. The Issuer will have no material assets available for payments on such obligations other than the assets comprised in the Collateral. After the Collateral has been fully realized and exhausted, all sums due but still unpaid in respect of the Issuer’s obligations hereunder shall be extinguished, and the Servicer shall not have the right to proceed against the Issuer, any of its Affiliates or any of its officers, directors, shareholders or agents for the satisfaction of any monetary claim (as defined in Section 101 of Title 11 of the Bankruptcy Code) or for any deficiency judgment remaining after depletion of any such party against a CP Conduit Purchaser shall be subordinated to property included in the payment in full of all of its Commercial PaperCollateral. (b) No recourse It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered on behalf of the Issuer by Wilmington Trust, National Association (the “Owner Trustee”), not individually or personally, but solely as trustee of the Issuer in the exercise of the powers and authority conferred and vested in it, (ii) the representations, covenants, undertakings and agreements herein made on the part of the Issuer are made and intended not as personal representations, undertakings and agreements by the Owner Trustee but are made and intended for the purpose of binding only the Issuer, (iii) nothing herein contained shall be construed as creating any liability on the Owner Trustee individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, and (iv) under no circumstances shall the Owner Trustee be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, duty (including fiduciary duty, if any) representation, warranty or covenant made or agreement undertaken by the Issuer under this Servicing Agreement or any other related document. The Owner Trustee has made no investigation as to the accuracy or completeness of any CP Conduit Purchaser contained herein shall be had against any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, representations and warranties made by the Funding Agent with respect to such CP Conduit Purchaser Issuer or any of their Affiliates 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 Supplement is solely a corporate obligation of such CP Conduit Purchaser individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of such CP Conduit Purchaser contained other Person in this Servicing Agreement, or implied therefrom, and that any and all personal liability for breaches by such CP Conduit Purchaser of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Supplement; PROVIDED that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 shall survive termination of this Supplement.

Limited Recourse. (a) Notwithstanding anything to the contrary contained herein, any obligations of each CP Conduit Purchaser hereunder to any party hereto are solely the corporate obligations of such CP Conduit Purchaser and shall be payable at such time as funds are received by or are available to such CP Conduit Purchaser in excess of funds necessary to pay in full all of its outstanding Commercial Paper and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against such CP Conduit Purchaser but shall continue to accrue. Each party hereto to this Operating Procedures Agreement acknowledges and agrees that the payment that, in respect of any claim against the Issuer in connection with any relevant Class of ETP Securities or otherwise (whether arising under the relevant Trust Deed, the general law or otherwise), it shall only have recourse in the case of any claim whether secured or unsecured to the Class Secured Property and/or the Collateral Pool Secured Property, as defined applicable, in Section 101 of Title 11 respect of the Bankruptcy Code) relevant Class of ETP Securities, subject always to the Security constituted by the relevant Trust Deed and/or the relevant Collateral Pool Security Deed, as applicable, and not to any other assets of the Issuer. Any unsecured claim by a party to this Operating Procedures Agreement and any claims against the Issuer of any other unsecured creditors of the Issuer who have agreed to limit their recourse in respect of such party against a CP Conduit Purchaser claim to such Class Secured Property and/or Collateral Pool Secured Property on the same terms (mutatis mutandis) as this Clause 6.1 shall be subordinated reduced pro rata so that the total value of all unsecured claims against the Issuer in respect of the relevant Class of ETP Securities shall not exceed the aggregate value of such Class Secured Property and such Collateral Pool Secured Property after meeting claims secured thereon and the claims of any other creditors of the Issuer who have not agreed to limit their recourse to the payment specified assets of the Issuer. If, following realisation in full of all the Class Secured Property and the Collateral Pool Secured Property (whether by way of its Commercial Paper. (bliquidation or enforcement) No recourse under and application of available cash sums as provided in Condition 6.4, this Clause 6 and the relevant Collateral Pool Security Deed, as applicable, any obligationoutstanding claim against the Issuer whether secured or unsecured remains unpaid, covenant then such outstanding claim shall be extinguished and no debt shall be owed by the Issuer in respect thereof. Following extinguishment in accordance with this Clause 6, none of the parties to this Operating Procedures Agreement, any other Programme Party, the ETP Securityholders or agreement any other person acting on behalf of any CP Conduit Purchaser contained herein of them shall be had entitled to take any further steps against any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of their Affiliates 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 Supplement is solely a corporate obligation of such CP Conduit Purchaser individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser Issuer or any of its Affiliates (solely officers, shareholders, corporate service providers or directors to recover any further sum in respect of the extinguished claim and no debt shall be owed to any such persons by virtue the Issuer in respect of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of such CP Conduit Purchaser contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by such CP Conduit Purchaser of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Supplement; PROVIDED that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 shall survive termination of this Supplementfurther sum.

Limited Recourse. (a) Notwithstanding anything to the contrary contained hereinin the Lending Agreement, any obligations (x) the Obligations of each CP Conduit Purchaser hereunder to any party hereto Borrower are solely the corporate obligations of such CP Conduit Purchaser Borrower and (y) with respect to any Loan, the Obligations shall be payable at such time as funds are received by or are available to such CP Conduit Purchaser in excess of funds necessary to pay in full all of its outstanding Commercial Paper and, solely to the extent of funds are not available received (i) by Custodian in respect of interest and other payments on and principal payments of the Collateral securing such Loan and (ii) as a result of the exercise of remedies with respect to pay the Collateral securing such obligationsLoan pursuant to Section 14.1 or 14.2; provided that, with respect to the Obligations specified in the following clauses (1) through (4), the claims relating limited recourse provisions set forth in the preceding clause (y) shall be inapplicable and such Obligations shall be full recourse Obligations of the applicable Borrower: (1) all Obligations with respect to a Loan to the extent that the Borrower of such Loan is, at any time, not an Eligible Borrower (determined on the basis of the criteria applicable to “eligible borrowers” in effect at the time such Loan was borrowed or assumed), (2) all Obligations of a Borrower that arise as a result of the inaccuracy of any of the representations and warranties made by such Borrower in Section 10.1(c), 10.1(d) or 10.1(e), (3) all Obligations with respect to a Loan that arise pursuant to ▇▇▇▇▇▇’s reimbursement and repayment rights set forth in Sections 18.14 and 18.15 and (4) all Obligations with respect to a Loan if a Collateral Surrender and Acceptance Notice with respect thereto shall not constitute a claim against have been delivered to Custodian in accordance with Section 13.2 on or prior to the Maturity Date of such CP Conduit Purchaser but Loan. No recourse shall continue to accrue. Each party hereto agrees that be had for the payment of any claim (as defined amount owing in Section 101 of Title 11 of the Bankruptcy Code) respect of any such party obligation of, or claim against, any Borrower arising out of or based upon the Lending Agreement against Custodian, Administrator, any TALF Agent or any holder of any equity interests in or any Related Party thereof; provided that (i) recourse may be had against a CP Conduit Purchaser shall be subordinated TALF Agent in respect of any failure by such TALF Agent to the payment in full of all of its Commercial Paper. (b) No recourse under perform any obligation, covenant or agreement of undertaken by it in the Lending Agreement and any CP Conduit Purchaser contained herein shall be had against any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of their Affiliates 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 Supplement is solely a corporate obligation of such CP Conduit Purchaser individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates (solely by virtue of such capacity) or any of them under or by reason failure of any of the obligations, covenants or agreements of such CP Conduit Purchaser contained in this Agreement, or implied therefrom, representations and that any and all personal liability for breaches warranties made by such CP Conduit Purchaser TALF Agent in the Lending Agreement to be true and correct in all material respects when made (but in the case of any of the representations and warranties in Sections 10.1(d)(with respect to information obtained by such obligationsTALF Agent from third parties), covenants or agreements10.2(b), either at common law or at equity10.2(c), or 10.2(f) (with respect to information obtained by statutesuch TALF Agent from third parties), rule or regulation10.2(g) and 10.2(h), of every only if such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of TALF Agent shall have failed to exercise reasonable care to confirm their accuracy) and in consideration for the execution of this Supplement; PROVIDED that (ii) the foregoing shall not relieve any such Person person or entity from any liability it they might otherwise have as a result of gross negligence, willful misconduct or fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 shall survive the termination or expiration of this SupplementAgreement and, with respect to each Borrower, the payment in full of all of such Borrower’s Obligations.

Limited Recourse. (a) Notwithstanding anything In the event that the direct or indirect assets of the Grantors are insufficient, after payment of all other claims, if any, ranking in priority to the contrary contained hereinclaims of the Collateral Agent or any Secured Party hereunder, any obligations of each CP Conduit Purchaser hereunder to any party hereto are solely the corporate obligations of such CP Conduit Purchaser and shall be payable at such time as funds are received by or are available to such CP Conduit Purchaser in excess of funds necessary to pay in full all such claims of its outstanding Commercial Paper andthe Collateral Agent or such Secured Party (as the case may be), to then the extent funds are not available to pay such obligations, Collateral Agent or the claims relating thereto Secured Party shall not constitute a have no further claim against such CP Conduit Purchaser but shall continue to accrue. Each party hereto agrees that the payment of any claim Grantors (as defined other than the Borrower) in Section 101 of Title 11 of the Bankruptcy Code) respect of any such party against unpaid amounts; provided that the foregoing limitation on recourse shall in no way limit the right of any Secured Party to enforce the obligations of ILFC as a CP Conduit Purchaser shall be subordinated to Guarantor Party set forth in Article 7 of the payment in full of all of its Commercial PaperCredit Agreement. (b) No To the extent permitted by applicable law, no recourse under any obligation, covenant or agreement of any CP Conduit Purchaser party contained herein in this Agreement shall be had against any incorporatorshareholder (not including any Grantor as a shareholder of any Pledged Equity Party hereunder), stockholderofficer or director of the relevant party as such, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of their Affiliates 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 Supplement Agreement is solely a corporate obligation of such CP Conduit Purchaser individually, the relevant party and that no personal liability whatever shall attach to or be incurred by the shareholders (not including any incorporatorGrantor as a shareholder of any other Grantor hereunder), stockholderofficers or directors of the relevant party as such, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of such CP Conduit Purchaser relevant party contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by such CP Conduit Purchaser party of any of such obligations, covenants or agreements, either at common law or at equity, by statute or by statute, rule or regulationconstitution, of every such incorporatorshareholder (not including any Grantor as a shareholder of any Pledged Equity Party hereunder), stockholder, officer, director, employee officer or agent director is hereby expressly waived by the other parties as a condition of and in consideration for the execution of this Supplement; PROVIDED that Agreement. (c) The guarantees, obligations, liabilities and undertakings granted by any Pledged Equity Party organized under the foregoing shall not relieve laws of France under this Agreement and the other Loan Documents shall, for each relevant financial year, be, in any and all cases, strictly limited to 90% of the annual net margin generated by such Person from Pledged Equity Party or Pledged Equity Parties in connection with back-to-back leasing activities between it and any liability it might otherwise have as a result other Pledged Equity Party with respect to the lease of fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 shall survive termination of this SupplementPool Aircraft.

Limited Recourse. (a) Notwithstanding anything The obligations of the Issuer under this Indenture Supplement, the Series 2014-2 Notes and the Series 2014-2 Special Indebtedness Interests are limited in recourse to the contrary contained hereinCollateral on the basis set forth in Section 13.17 of the Indenture, any obligations of each CP Conduit Purchaser hereunder to any party hereto are solely the corporate obligations of such CP Conduit Purchaser and shall be payable at such time as funds are received by or are available to such CP Conduit Purchaser in excess of funds necessary to pay in full all of its outstanding Commercial Paper and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against such CP Conduit Purchaser but shall continue to accrue. Each party hereto agrees that the payment of any claim (as defined in Section 101 of Title 11 of the Bankruptcy Code) of any such party against a CP Conduit Purchaser shall be subordinated to the payment in full of all of its Commercial Paperwhich is incorporated herein by reference. (b) No recourse It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered on behalf of the Issuer by Wilmington Trust, National Association (the “Owner Trustee”), not individually or personally, but solely as trustee of the Issuer in the exercise of the powers and authority conferred and vested in it, (ii) the representations, covenants, undertakings and agreements herein made on the part of the Issuer are made and intended not as personal representations, undertakings and agreements by the Owner Trustee but are made and intended for the purpose of binding only the Issuer, (iii) nothing herein contained shall be construed as creating any liability on the Owner Trustee individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, and (iv) under no circumstances shall the Owner Trustee be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, duty (including fiduciary duty, if any) representation, warranty or covenant made or agreement undertaken by the Issuer under this Indenture Supplement or any other related document. The Owner Trustee has made no investigation as to the accuracy or completeness of any CP Conduit Purchaser contained herein shall be had against any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, representations and warranties made by the Funding Agent with respect to such CP Conduit Purchaser Issuer or any of their Affiliates 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 Supplement is solely a corporate obligation of such CP Conduit Purchaser individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of such CP Conduit Purchaser contained other Person in this Agreement, or implied therefrom, and that any and all personal liability for breaches by such CP Conduit Purchaser of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Supplement; PROVIDED that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 shall survive termination of this Indenture Supplement.

Limited Recourse. (a) Except as otherwise provided in this Section 9.21, Lender shall not enforce the liability and obligation of Borrower to perform and observe the obligations contained in the Note or this Security Instrument or the other Loan Documents by any action or proceeding wherein a money judgment shall be sought against Borrower, except that Lender may sell the Property under any power of sale or right of non-judicial foreclosure or bring a foreclosure action, confirmation action, action for specific performance or other appropriate action or proceeding to enable Lender to enforce and realize upon the Note, this Security Instrument, the other Loan Documents, and the Property, the Rents and Profits and any other collateral given to Lender created by the Note, this Security Instrument and the other Loan Documents; provided, however, that any judgment in any such action or proceeding shall be enforceable against Borrower only to the extent of Borrower’s interest in the Property, the Rents and Profits arising from and after the Event of Default giving rise to such action or proceeding and any other collateral given to Lender. L▇▇▇▇▇, by accepting the Note and this Security Instrument, agrees that it shall not, except as otherwise provided in the Note or this Security Instrument, sue for, seek or demand any deficiency judgment against Borrower in any such action or proceeding, under or by reason of or under or in connection with the Note, this Security Instrument or the other Loan Documents. The provisions of this Section 9.21 shall not, however, (i) constitute a waiver, release or impairment of any obligation evidenced or secured by the Note, this Security Instrument or the other Loan Documents; (ii) impair the right of Lender to obtain a deficiency judgment in any action or proceeding with respect to the Loan Documents in order to preserve its rights and remedies including, without limitation, foreclosure, non-judicial foreclosure, or the exercise of a power of sale, under this Security Instrument and the other Loan Documents; however, L▇▇▇▇▇ agrees that, it shall not enforce such deficiency judgment against any assets of Borrower other than Borrower’s interest in the Property; (iii) impair the right of Lender to name Borrower as a party defendant in any action or suit for judicial foreclosure and sale under this Security Instrument; (iv) affect the validity or enforceability of any indemnity, pledge, master lease or similar instrument made in connection with the Note, this Security Instrument, or the other Loan Documents; (v) impair the right of Lender to obtain the appointment of a receiver; (vi) impair the enforcement of the Assignment of Leases and R▇▇▇▇ executed, in connection herewith; (vii) impair the right of Lender to obtain a deficiency judgment or judgment on the Note against Borrower if necessary to obtain any insurance proceeds or condemnation awards to which L▇▇▇▇▇ would otherwise be entitled under this Security Instrument; or (viii) impair, release or limit the liability of Borrower (or any other Person) under the Environmental Indemnity or any of the other Loan Documents or affect in any way the validity, enforceability or recourse of such Environmental Indemnity or any of the other Loan Documents. (b) Notwithstanding anything to the contrary contained herein, any obligations of each CP Conduit Purchaser hereunder to any party hereto are solely the corporate obligations of such CP Conduit Purchaser and Borrower shall be payable at such time personally liable to Lender for the Recourse Obligations of Borrower (as funds are received hereinafter defined). Unless a Full Recourse Event (as hereinafter defined) shall have occurred, the term “Recourse Obligations of Borrower” shall mean any and all Losses and Liabilities sustained by or are available to such CP Conduit Purchaser in excess of funds necessary to pay in full all of its outstanding Commercial Paper and, Lender to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against such CP Conduit Purchaser but shall continue to accrue. Each party hereto agrees that the payment arising out of any claim (as defined in Section 101 of Title 11 of the Bankruptcy Code) of any such party against a CP Conduit Purchaser shall be subordinated to the payment in full of all of its Commercial Paper. (b) No recourse under any obligation, covenant or agreement of any CP Conduit Purchaser contained herein shall be had against any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of their Affiliates 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 Supplement is solely a corporate obligation of such CP Conduit Purchaser individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of such CP Conduit Purchaser contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by such CP Conduit Purchaser of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Supplement; PROVIDED that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 shall survive termination of this Supplement.to:

Limited Recourse. (a) Notwithstanding anything ‌ The Secured Parties of any Series shall have recourse only to the contrary contained hereinMortgaged Property (or a part thereof if so provided in the Conditions) in respect of such Series, subject always to the charges and other security interests created by this Principal Trust Deed, the relevant Supplemental Trust Deed and/or any Other Security Document. If, following realisation of the Mortgaged Property (whether following liquidation or enforcement of the security or otherwise) and distribution of the Available Proceeds as provided for in Condition 4.2, such Available Proceeds are insufficient for the Issuer to make all payments which, but for the effect of this Clause 20.2 and similar limited recourse provisions, would then be due from the Issuer in relation to the Notes of the Series and the Transaction Documents relating to that Series, such obligations of each CP Conduit Purchaser hereunder the Issuer will be limited to such Available Proceeds and any outstanding claim, debt or liability against the Issuer in relation to the Notes or any Transaction Document relating to the Notes remains unpaid, then such outstanding claim, debt or liability, as the case may be, shall be extinguished and no debt shall be owed by the Issuer in respect thereof. Following extinguishment in accordance with this Clause 20.2, no Secured Party nor any person acting on behalf of any of them shall be entitled to take any further steps against the Issuer to recover any further sum in respect of the extinguished claim, debt or liability, and the Issuer shall have no obligation to any party hereto are solely the corporate obligations of such CP Conduit Purchaser and shall be payable at such time as funds are received by or are available to such CP Conduit Purchaser persons in excess of funds necessary to pay in full all of its outstanding Commercial Paper and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against such CP Conduit Purchaser but shall continue to accrue. Each party hereto agrees that the payment of any claim (as defined in Section 101 of Title 11 of the Bankruptcy Code) respect of any such party against a CP Conduit Purchaser further sum. In relation to any Series of Notes, no Secured Party nor any person acting on behalf of any of them shall (i) be subordinated entitled to, at any time, petition or take any other step for the insolvency, examinership, winding-up or liquidation in relation to the payment in full of all of its Commercial Paper. (b) No recourse under any obligation, covenant or agreement of any CP Conduit Purchaser contained herein shall be had against any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of their Affiliates 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 Supplement is solely a corporate obligation of such CP Conduit Purchaser individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser Issuer or any of its Affiliates assets or (solely ii) have any claim arising in respect of the assets or property attributable to any other Series of Notes issued by virtue the Issuer (save for any further notes which form a single series with the Notes), provided that any Secured Party or person acting on behalf of such capacity) or any of them under may prove or lodge a claim in the insolvency, examinership, winding-up or liquidation in relation to the Issuer or its assets initiated by reason another party and provided further that any Secured Party or any person acting on behalf of any of them may take proceedings to obtain a declaration or similar judgment or order as to the obligations, covenants or agreements obligations and liabilities of such CP Conduit Purchaser contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by such CP Conduit Purchaser of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Supplement; PROVIDED that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by themIssuer. The provisions of this Section 11.5 Clause 20 shall survive the termination of this SupplementPrincipal Trust Deed.

Limited Recourse. 17.1 The Trustee and the Relevant Security Holders of any class of Individual Securities (a) Notwithstanding anything to the contrary contained herein, and any obligations type of each CP Conduit Purchaser hereunder to any party hereto are solely the corporate obligations of such CP Conduit Purchaser Basket Securities if and shall be payable at such time as funds are received by or are available to such CP Conduit Purchaser in excess of funds necessary to pay in full all of its outstanding Commercial Paper and, to the extent funds are not available that the amount payable on Redemption of such Basket Securities is calculated by reference to pay such obligations(or they may be exchanged in accordance with Clause 9 of the Trust Instrument for) Individual Securities of that class) shall have recourse only to sums derived from the Secured Property relating to the Relevant Pool. If, the claims relating thereto shall not constitute a claim against such CP Conduit Purchaser Trustee (or any other secured party) having realised the same, the net proceeds are insufficient for the Issuer to make all payments which, but shall continue to accrue. Each party hereto agrees that for the payment effect of any claim (as defined in Section 101 of Title 11 this Clause, would then be due, the obligations of the Bankruptcy Code) Issuer will be limited to such net proceeds of realisation, neither the Trustee nor any person acting on its behalf shall be entitled to take any further steps against the Issuer to recover any further sums and no debt shall be owed by the Issuer to any such person in respect of any such party against a CP Conduit Purchaser further sum. In particular, neither the Trustee nor any Relevant Security Holder shall be subordinated entitled to institute, nor join with any other person in bringing, instituting or joining, any bankruptcy, suspension of payments, moratorium of any indebtedness, winding up, re- organisation, arrangement, insolvency or liquidation proceeding or other proceeding under any similar law (whether court based or otherwise) in relation to the payment Issuer (except for the appointment of a receiver and manager pursuant to the relevant Security Deed) for two years (or, if later, the longest suspense period, preference period or similar period (howsoever described) ending with the onset of insolvency in full respect of which transactions entered into by the Issuer within such period may be subject to challenge under applicable insolvency or other proceeding) plus one day after the date on which all of its Commercial Paper. (b) No recourse amounts payable under any obligation, covenant or agreement the last outstanding security of any CP Conduit Purchaser contained herein class or type issued by the Issuer and constituted by the Trust Instrument are repaid, nor shall be had against they have any incorporator, stockholder, officer, director, employee or agent claim in respect of such CP Conduit Purchaser, its administrative agent, any sum arising in respect of the Funding Agent with respect to such CP Conduit Purchaser Secured Property for any other Relevant Pool or any of their Affiliates 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 Supplement is solely a corporate obligation of such CP Conduit Purchaser individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates (solely by virtue of such capacity) or any of them under or by reason of any other assets of the obligations, covenants or agreements of such CP Conduit Purchaser contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by such CP Conduit Purchaser of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Supplement; PROVIDED that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 shall survive termination of this SupplementIssuer.

Limited Recourse. (a) Notwithstanding anything to The obligations of the contrary contained hereinIssuer, the Intermediate Transferee and the Transferor under this Agreement and the other Transaction Documents are solely the limited liability company or corporate obligations, as applicable, of the Issuer, the Intermediate Transferee and Transferor, respectively. No recourse shall be had for the payment of any amount owing by the Issuer, the Intermediate Transferee or Transferor under this Agreement, any other Transaction Document or for the payment by the Issuer, the Intermediate Transferee or Transferor of any fee in respect hereof or any other obligation or claim of or against the Issuer, the Intermediate Transferee or Transferor arising out of or based upon this Agreement or any other Transaction Document, against any employee, officer, director, shareholder, partner, member or manager of the Issuer, the Intermediate Transferee or Transferor or of any Affiliate of such Person (other than the Transferor, the Intermediate Transferee or the Issuer, as applicable). Each of the Transferor and the Intermediate Transferee hereby acknowledges and agrees that the Issuer’s obligations of each CP Conduit Purchaser hereunder to any party hereto are will be solely the corporate obligations of such CP Conduit Purchaser the Issuer, and shall that neither the Transferor nor the Intermediate Transferee will have any recourse to any of the managers, officers, employees, shareholders, directors, incorporators or Affiliates of the Issuer with respect to any claims, losses, damages, liabilities, indemnities or other obligations in connection with any transactions contemplated hereby. Notwithstanding any other provisions hereof or of any other Transaction Document, recourse in respect of any obligations of the Issuer arising at any time to the Transferor or the Intermediate Transferee hereunder or thereunder will be payable limited to the Assets available at such time as funds are received by or are available applied in accordance with the Priority of Payments pursuant to such CP Conduit Purchaser in excess of funds necessary to pay in full all of its outstanding Commercial Paper the Indenture and, to on the extent funds are not available to pay such obligationsexhaustion of the Assets, all remaining claims against the claims relating thereto Issuer arising from this Agreement or any other Transaction Document or any transactions contemplated hereby or thereby shall be extinguished and shall not constitute a claim against such CP Conduit Purchaser but shall continue to accrue. Each party hereto agrees that the payment of any claim (as defined in Section 101 of Title 11 of the Bankruptcy Code) of any such party against a CP Conduit Purchaser shall be subordinated to the payment in full of all of its Commercial Paper. (b) No recourse under any obligation, covenant or agreement of any CP Conduit Purchaser contained herein shall be had against any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of their Affiliates 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 Supplement is solely a corporate obligation of such CP Conduit Purchaser individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of such CP Conduit Purchaser contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by such CP Conduit Purchaser of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Supplement; PROVIDED that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by themrevive. The provisions of this Section 11.5 8.13 shall survive the termination of this SupplementAgreement.

Limited Recourse. (a) Notwithstanding anything to the contrary contained hereinin the Lending Agreement, any obligations (x) the Obligations of each CP Conduit Purchaser hereunder to any party hereto Borrower are solely the corporate obligations of such CP Conduit Purchaser Borrower and (y) with respect to any Loan, the Obligations shall be payable at such time as funds are received by or are available to such CP Conduit Purchaser in excess of funds necessary to pay in full all of its outstanding Commercial Paper and, solely to the extent of funds are received (i) by Custodian in respect of interest and other payments on and principal payments of the Collateral securing such Loan and (ii) as a result of the exercise of remedies with respect to the Collateral securing such Loan pursuant to Section 14.1 or 14.2; provided that the provisions of the preceding clause (y) shall be inapplicable to (1) all Obligations with respect to a Loan to the extent that the Borrower of such Loan is, at any time, not available an Eligible Borrower (determined on the basis of the criteria applicable to pay “eligible borrowers” in effect at the time such obligationsLoan was borrowed), (2) all Obligations of a Borrower that arise as a result of the claims relating inaccuracy of any of the representations and warranties made by such Borrower in Section 10.1(c) or 10.1(e), (3) all Obligations with respect to a Loan that arise pursuant to Lender’’s reimbursement and repayment rights set forth in Sections 18.14 and 18.15 and (4) all Obligations with respect to a Loan if a Collateral Surrender and Acceptance Notice with respect thereto shall not constitute a claim against have been delivered to Custodian in accordance with Section 13.2 on or prior to the Maturity Date of such CP Conduit Purchaser but Loan. No recourse shall continue to accrue. Each party hereto agrees that be had for the payment of any claim (as defined amount owing in Section 101 of Title 11 of the Bankruptcy Code) respect of any such party obligation of, or claim against, any Borrower arising out of or based upon the Lending Agreement against Custodian, Administrator, any Primary Dealer or any holder of any equity interests in or any Related Party thereof; provided that (i) recourse may be had against a CP Conduit Purchaser shall be subordinated Primary Dealer in respect of any failure by such Primary Dealer to the payment in full of all of its Commercial Paper. (b) No recourse under perform any obligation, covenant or agreement of undertaken by it in the Lending Agreement and any CP Conduit Purchaser contained herein shall be had against any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of their Affiliates 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 Supplement is solely a corporate obligation of such CP Conduit Purchaser individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates (solely by virtue of such capacity) or any of them under or by reason failure of any of the obligations, covenants or agreements of such CP Conduit Purchaser contained in this Agreement, or implied therefrom, representations and that any and all personal liability for breaches warranties made by such CP Conduit Purchaser Primary Dealer in the Lending Agreement to be true and correct in all material respects when made (but in the case of any of the representations and warranties in Sections 10.1(d)(with respect to information obtained by such obligationsPrimary Dealer from third parties), covenants or agreements10.2(b), either at common law or at equity10.2(c), or 10.2(f) (with respect to information obtained by statutesuch Primary Dealer from third parties), rule or regulation10.2(g) and 10.2(h), of every only if such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Supplement; PROVIDED that Primary Dealer shall have failed to exercise reasonable care to confirm their accuracy) and (ii) the foregoing shall not relieve any such Person person or entity from any liability it they might otherwise have as a result of gross negligence, willful misconduct or fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 shall survive the termination or expiration of this SupplementAgreement and, with respect to each Borrower, the payment in full of all of such Borrower’s Obligations.

Limited Recourse. (a) Notwithstanding anything any other terms of this Base Indenture, the Notes, any other Transaction Documents or otherwise, the obligations of the Issuer under the Notes, this Base Indenture and each other Transaction Document to which it is a party are limited recourse obligations of the Issuer, payable solely from the Trust Estate, and following realization of the Trust Estate and application of the proceeds thereof in accordance with the terms of this Base Indenture, none of the Noteholders, the Indenture Trustee or any of the other parties to the contrary contained hereinTransaction Documents shall be entitled to take any further steps to recover any sums due but still unpaid hereunder or thereunder, any obligations all claims in respect of which shall be extinguished and shall not thereafter revive. Subject to the foregoing and to the terms of the applicable Indenture Supplement, each Noteholder will, however, have the absolute and unconditional right to receive payment of all amounts due with respect to the Notes pursuant and respect to the terms of the Indenture, which right shall not be impaired without the consent of each CP Conduit Purchaser hereunder Noteholder and to initiate suit for the enforcement of any party hereto are solely such payment, which right shall not be impaired without the corporate obligations consent of such CP Conduit Purchaser and Noteholder. No recourse shall be payable at such time as funds are received by or are available to such CP Conduit Purchaser in excess of funds necessary to pay in full all of its outstanding Commercial Paper and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against such CP Conduit Purchaser but shall continue to accrue. Each party hereto agrees that had for the payment of any claim (as defined amount owing in Section 101 of Title 11 respect of the Bankruptcy Code) Notes or this Base Indenture or for any action or inaction of any such party against a CP Conduit Purchaser shall be subordinated to the payment in full of all of its Commercial Paper. (b) No recourse under any obligation, covenant or agreement of any CP Conduit Purchaser contained herein shall be had Issuer against any incorporator, stockholder, officer, director, employee employee, equity holder or agent organizer of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser Issuer or any of their Affiliates by successors or assigns for any amounts payable under the enforcement of any assessment Notes or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and this Base Indenture. It is understood that this Supplement is solely a corporate obligation of such CP Conduit Purchaser individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of such CP Conduit Purchaser contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by such CP Conduit Purchaser of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Supplement; PROVIDED that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 8.9 shall survive termination not (i) prevent recourse to the Trust Estate for the sums due or to become due under any security, instrument or agreement which is part of the Trust Estate, (ii) prevent recourse to the Guarantor under the PC Guaranty or PMT under the PMT Guaranty or (iii) save as specifically provided therein, constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Notes or secured by this Base Indenture. It is further understood that the foregoing provisions of this SupplementSection 8.9 shall not limit the right of any Person, to name the Issuer as a party defendant in any proceeding or in the exercise of any other remedy under the Notes or this Base 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 any such Person or entity.

Limited Recourse. (a) Notwithstanding anything Hercules hereby unconditionally and irrevocably undertakes and agrees with and for the benefit of the Purchasers and the Indenture Trustee on behalf of the Noteholders to cause the contrary contained hereindue and punctual performance and observance by the Issuer and its successors and assigns of the full and punctual payment when due of all payments of principal on the Notes by the Issuer in an amount equal to 10% of the Note Principal Balance as of the Termination Date, any obligations of each CP Conduit Purchaser hereunder to any party hereto are solely the corporate obligations of such CP Conduit Purchaser and shall be payable at such time as funds are received by or are available to such CP Conduit Purchaser in excess of funds necessary agrees to pay in full any and all expenses (including reasonable fees and expenses of its outstanding Commercial Paper and, to counsel) incurred by the extent funds are not available to pay such obligations, Purchasers and the claims relating thereto shall not constitute a claim against such CP Conduit Purchaser but shall continue to accrue. Each party hereto agrees that the payment of any claim (as defined in Section 101 of Title 11 Indenture Trustee on behalf of the Bankruptcy Code) Noteholders in enforcing any rights under this Article XI. The guarantee provided hereunder is a guarantee of any such party against a CP Conduit Purchaser shall be subordinated to the performance and payment in full and not of all of its Commercial Papercollection. (b) No recourse under In the event that the Issuer shall fail in any obligation, covenant manner whatsoever to perform or agreement of any CP Conduit Purchaser contained herein shall be had against any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of their Affiliates 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 Supplement is solely a corporate obligation of such CP Conduit Purchaser individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates (solely by virtue of such capacity) or any of them under or by reason of observe any of the obligationsterms, covenants covenants, conditions, agreements and undertakings on the part of the Issuer to be performed or agreements observed under the Sale and Servicing Agreement and the other Basic Documents, (other than payments of principal on the Notes) (such terms, covenants, conditions, agreements, undertakings and other obligations being the “Issuer Obligations”) when the same shall be required to be performed or observed under the Sale and Servicing Agreement or any such other document, then Hercules will itself duly and punctually perform or observe, or cause to be duly and punctually performed or observed, such Issuer Obligation, provided that it shall be a condition to the accrual of the obligation of Hercules hereunder that the any Purchaser, the Administrative Agent or the Indenture Trustee on behalf of the Noteholders shall have first made demand upon the Issuer for payment of such CP Conduit Purchaser contained Issuer Obligation and have exhausted all Collateral pledged for the benefit of each Indemnified Party under the Indenture. Notwithstanding the foregoing, this paragraph (b) shall in this Agreement, no event require Hercules to perform or implied therefrom, and that any and all personal liability for breaches by observe such CP Conduit Purchaser of any Issuer Obligation if the effect of such obligations, covenants performance or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration observation would be to provide credit recourse to Hercules for the execution performance of this Supplement; PROVIDED that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 shall survive termination of this SupplementTransferred Loans.

Limited Recourse. (a) Notwithstanding anything to the contrary contained hereinin the Lending Agreement, any obligations (x) the Obligations of each CP Conduit Purchaser hereunder to any party hereto Borrower are solely the corporate obligations of such CP Conduit Purchaser Borrower and (y) with respect to any Loan, the Obligations shall be payable at such time as funds are received by or are available to such CP Conduit Purchaser in excess of funds necessary to pay in full all of its outstanding Commercial Paper and, solely to the extent of funds are received (i) by Custodian in respect of interest payments on and principal payments of the Collateral securing such Loan and (ii) as a result of the exercise of remedies with respect to the Collateral securing such Loan pursuant to Section 14.1 or 14.2; provided that the provisions of the preceding clause (y) shall be inapplicable to (1) all Obligations with respect to a Loan to the extent that the Borrower of such Loan is, at any time, not available an Eligible Borrower (determined on the basis of the criteria applicable to pay “eligible borrowers” in effect at the time such obligationsLoan was borrowed), (2) all Obligations of a Borrower that arise as a result of the claims relating inaccuracy of any of the representations and warranties made by such Borrower in Section 10.1(c) or 10.1(e), (3) all Obligations with respect to a Loan that arise pursuant to ▇▇▇▇▇▇’’s reimbursement and repayment rights set forth in Sections 18.14 and 18.15 and (4) all Obligations with respect to a Loan if a Collateral Surrender and Acceptance Notice with respect thereto shall not constitute a claim against have been delivered to Custodian in accordance with Section 13.2 on or prior to the Maturity Date of such CP Conduit Purchaser but Loan. No recourse shall continue to accrue. Each party hereto agrees that be had for the payment of any claim (as defined amount owing in Section 101 of Title 11 of the Bankruptcy Code) respect of any such party obligation of, or claim against, any Borrower arising out of or based upon the Lending Agreement against Custodian, Administrator, any Primary Dealer or any holder of any equity interests in or any Related Party thereof; provided that (i) recourse may be had against a CP Conduit Purchaser shall be subordinated Primary Dealer in respect of any failure by such Primary Dealer to the payment in full of all of its Commercial Paper. (b) No recourse under perform any obligation, covenant or agreement of undertaken by it in the Lending Agreement and any CP Conduit Purchaser contained herein shall be had against any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of their Affiliates 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 Supplement is solely a corporate obligation of such CP Conduit Purchaser individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates (solely by virtue of such capacity) or any of them under or by reason failure of any of the obligations, covenants or agreements of such CP Conduit Purchaser contained in this Agreement, or implied therefrom, representations and that any and all personal liability for breaches warranties made by such CP Conduit Purchaser Primary Dealer in the Lending Agreement to be true and correct in all material respects when made (but in the case of any of the representations and warranties in Sections 10.1(d)(with respect to information obtained by such obligationsPrimary Dealer from third parties), covenants or agreements10.2(b), either at common law or at equity10.2(c), or 10.2(f) (with respect to information obtained by statutesuch Primary Dealer from third parties), rule or regulation10.2(g) and 10.2(h), of every only if such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of Primary Dealer shall have failed to exercise reasonable care to confirm their accuracy) and in consideration for the execution of this Supplement; PROVIDED that (ii) the foregoing shall not relieve any such Person person or entity from any liability it they might otherwise have as a result of gross negligence, willful misconduct or fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 shall survive the termination or expiration of this SupplementAgreement and, with respect to each Borrower, the payment in full of all of such Borrower’s Obligations.

Limited Recourse. (a) Notwithstanding anything to the contrary contained herein, any the obligations of each CP Conduit the Initial Purchaser hereunder to any party hereto under this Agreement are solely the corporate obligations of such CP Conduit the Initial Purchaser and and, in the case of obligations of the Initial Purchaser other than Commercial Paper, shall be 77 payable at such time as funds are received by or are available to such CP Conduit the Initial Purchaser in excess of funds necessary to pay in full all of its outstanding Commercial Paper and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against such CP Conduit the Initial Purchaser but shall continue to accrue. Each party hereto agrees that the payment of any claim (as defined in Section 101 of Title 11 of the Bankruptcy Code▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code (Bankruptcy)) of any such party against a CP Conduit Purchaser shall be subordinated to the payment in full of all of its Commercial Paper. (b) . No recourse under any obligation, covenant or agreement of any CP Conduit the Initial Purchaser contained herein in this Agreement shall be had against any incorporator, stockholder, officer, director, employee or agent of such CP Conduit the Initial Purchaser, its the Initial Purchaser's administrative agent, the Funding Agent with respect to such CP Conduit Purchaser Agent, Global Securitization Services, LLC 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 Supplement Agreement is solely a corporate obligation of such CP Conduit the Initial Purchaser individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, employee or agent of such CP Conduit the Initial Purchaser, its the Initial Purchaser's administrative agent, the Funding Agent with respect to such CP Conduit Purchaser Agent, Global Securitization Services, LLC or any of its their Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of such CP Conduit the Initial Purchaser contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by such CP Conduit the Initial Purchaser of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this SupplementAgreement; PROVIDED that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 11.16 shall survive termination of this SupplementAgreement.

Limited Recourse. (a) Notwithstanding anything to any other provision of this Supplement or any other Transaction Document, each of the contrary contained herein, any parties hereto agrees that the respective obligations of each CP Series 2000-1 Conduit Purchaser hereunder to under this Supplement or any party hereto other Transaction Document are solely the corporate obligations of such CP the Series 2000-1 Conduit Purchasers and, in the case of obligations of each Series 2000-1 Conduit Purchaser and other than Commercial Paper, shall be payable at such time as funds are received by or are available to such CP Series 2000-1 Conduit Purchaser in excess of funds necessary to pay in full all of its outstanding Commercial Paper issued by such Series 2000-1 Conduit Purchaser and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against such CP Series 2000-1 Conduit Purchaser but shall continue to accrue. Each party hereto agrees that the payment of any claim (as defined in Section 101 of Title 11 of the Bankruptcy Code) of any such party against a CP Conduit Purchaser shall be subordinated to the payment in full of all of its Commercial Paper. (b) No Notwithstanding any other provision of this Supplement or any other Transaction Document, no recourse under any obligation, covenant or agreement of any CP Series 2000-1 Conduit Purchaser contained herein in this Supplement shall be had against any incorporator, stockholder, member, officer, director, employee or agent of such CP Series 2000-1 Conduit Purchaser, its administrative agentthe Administrative Agent, the Funding Agent with respect to such CP Conduit Purchaser Agents 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 Supplement the Pooling Agreement is solely a corporate obligation of such CP the Series 2000-1 Conduit Purchaser individuallyPurchasers, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, member, officer, director, employee or agent of such CP either Series 2000-1 Conduit Purchaser, its administrative agentthe Administrative Agent, the Funding Agent with respect to such CP Conduit Purchaser Agents, the Manager or any of its their Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of such CP Series 2000-1 Conduit Purchaser contained in this AgreementSupplement, or implied therefrom, and that any and all personal liability for breaches by such CP Series 2000-1 Conduit Purchaser of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Supplementthe Pooling Agreement; PROVIDED provided that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by them. The . (c) Notwithstanding any other provision of this Supplement or any other Transaction Document (including Section 11.14 and the other provisions of this Section 11.5 11.17), (i) each of the parties hereto hereby agrees with Regency that it shall survive termination not, until the expiry of two years and one day after the payment of all sums outstanding and owing under the latest maturing Commercial Paper notes issued by Regency take any corporate action or other steps or legal proceedings for the winding-up, dissolution, examinership or re-organisation of or for the appointment of a receiver, administrator, administrative receiver, trustee, liquidator, examiner, sequestrator or similar officer to Regency or of any or all its revenues and assets. (ii) no recourse under any obligation, covenant or agreement of Regency contained in this Supplement or any other Transaction Document shall be had against any shareholder, member, officer, director, employee or agent of Regency, by the enforcement of any assessment or by any proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Supplement or any other Transaction Document is a corporate obligation of Regency, and that no personal liability shall attach to or be incurred by the shareholders, members, officers, directors, employees or agents of Regency, as such, or any of them under or by reason of any of the obligations, covenants or agreements of Regency contained in this Supplement or any other Transaction Document or implied therefrom and that any and all personal liability for breaches by Regency of any of such obligations, covenants or agreements, either at law or by statute or constitution of every such shareholder, member, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Supplement. (iii) each of the parties hereto agrees that Regency shall be liable for any claims that a party hereto or any other person may have against Regency under or in relation to this Supplement or any other Transaction Document only to the extent that Regency has Excess Funds.

Limited Recourse. (a) Notwithstanding anything to the contrary contained herein, any obligations of each CP Conduit The Purchaser hereunder to any party hereto are solely the corporate obligations of such CP Conduit Purchaser and shall be payable at such time as funds are received by or are available to such CP Conduit Purchaser in excess of funds necessary to pay in full all of its outstanding Commercial Paper and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against such CP Conduit Purchaser but shall continue to accrue. Each party hereto agrees that the payment it does not have and will not have any claims or causes of any claim (as defined in Section 101 of Title 11 of the Bankruptcy Code) of any such party against a CP Conduit Purchaser shall be subordinated to the payment in full of all of its Commercial Paper. (b) No recourse under any obligation, covenant or agreement of any CP Conduit Purchaser contained herein shall be had action against any incorporator, stockholder, disclosed or undisclosed officer, director, employee employee, trustee, shareholder, partner, principal, parent, subsidiary or agent other affiliate of such CP Conduit Purchaserthe Seller, its administrative agentincluding, without limitation, ▇▇▇▇ ▇▇▇▇▇▇ Realty Inc. and the parent and affiliates (other than the Seller) of ▇▇▇▇ ▇▇▇▇▇▇ Realty Inc. (collectively, the Funding Agent "Seller's Affiliates"), arising out of or in connection with respect this Agreement or the transactions contemplated hereby, provided that nothing herein shall be deemed to such CP Conduit waive any claim that the Purchaser may have against any person or any entity for fraud. The Purchaser agrees to look solely to the Seller and the Seller's assets directly attributable to the Building and the Seller Escrow Amount for the satisfaction of their Affiliates by the enforcement of any assessment Seller's liability or by any legal obligation arising under this Agreement or equitable proceedingthe transactions contemplated hereby, by virtue of any statute or otherwise; it being expressly agreed and understood that this Supplement is solely a corporate obligation of such CP Conduit Purchaser individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, for the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates (solely by virtue of such capacity) or any of them under or by reason performance of any of the obligationscovenants, covenants warranties or other agreements of such CP Conduit the Seller contained herein, and further agrees not to ▇▇▇ or otherwise seek to enforce any personal obligation against any of the Seller's Affiliates with respect to any matters arising out of or in connection with this Agreement or the transactions contemplated hereby. The total liability of the Seller hereunder shall in no event exceed Two Hundred Seventy Thousand Dollars ($270,000). Nothing in this Section 22 shall be deemed to limit the rights of the Purchaser contained in to bring an action for specific performance pursuant to the terms of this Agreement. To secure its obligations under this Agreement, or implied therefromthe Seller agrees to deposit Two Hundred Seventy Thousand Dollars ($270,000) (the "Seller Escrow Amount") with the Escrow Agent at the Closing, and that any and all personal liability for breaches by such CP Conduit Purchaser which sum shall be held pursuant to the terms of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived the escrow agreement attached hereto as a condition of and in consideration for the execution of this Supplement; PROVIDED that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 shall survive termination of this Supplement.Exhibit L.

Limited Recourse. (a) Notwithstanding anything any other terms of this Indenture Supplement, the Series 2023-FTL1 Loan, the Series 2023-FTL1 Promissory Term Notes, any other Transaction Documents or otherwise, the obligations of the Issuer under the Series 2023-FTL1 Promissory Term Notes, this Indenture Supplement and each other Transaction Document to which it is a party are limited recourse obligations of the Issuer, payable solely from the Trust Estate, and following realization of the Trust Estate and application of the proceeds thereof in accordance with the terms of this Indenture Supplement, none of the Lenders, the Indenture Trustee or any of the other parties to the contrary contained hereinTransaction Documents shall be entitled to take any further steps to recover any sums due but still unpaid hereunder or thereunder, any obligations all claims in respect of each CP Conduit Purchaser hereunder to any party hereto are solely the corporate obligations of such CP Conduit Purchaser which shall be extinguished and shall not thereafter revive. No recourse shall be payable at such time as funds are received by or are available to such CP Conduit Purchaser in excess of funds necessary to pay in full all of its outstanding Commercial Paper and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against such CP Conduit Purchaser but shall continue to accrue. Each party hereto agrees that had for the payment of any claim (as defined amount owing in Section 101 respect of Title 11 this Indenture Supplement or for any action or inaction of the Bankruptcy Code) of any such party against a CP Conduit Purchaser shall be subordinated to the payment in full of all of its Commercial Paper. (b) No recourse under any obligation, covenant or agreement of any CP Conduit Purchaser contained herein shall be had Issuer against any incorporator, stockholder, officer, director, employee employee, shareholder, stockholder or agent incorporator of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser Issuer or any of their Affiliates by successors or assigns for any amounts payable under the enforcement of any assessment Series 2023- FTL1 Loan or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and this Indenture Supplement. It is understood that this Supplement is solely a corporate obligation of such CP Conduit Purchaser individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of such CP Conduit Purchaser contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by such CP Conduit Purchaser of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Supplement; PROVIDED that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 14 shall survive termination not (a) prevent recourse to the Trust Estate for the sums due or to become due under any security, instrument or agreement which is part of the Trust Estate, including without limitation, the PC Guaranty and the PMT Guaranty or (b) save as specifically provided therein, constitute a waiver, release or discharge of the Series 2023-FTL1 Loan or any indebtedness or obligation evidenced by the Series 2023-FTL1 Promissory Term Notes or secured by this Indenture Supplement. It is further understood that the foregoing provisions of this Section 14 shall not limit the right of any Person to name the Issuer as a party defendant in any proceeding or in the exercise of any other remedy under this Indenture 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.

Limited Recourse. (a) Notwithstanding anything to the contrary contained hereinin the Lending Agreement, any obligations (x) the Obligations of each CP Conduit Purchaser hereunder to any party hereto Borrower are solely the corporate obligations of such CP Conduit Purchaser Borrower and (y) with respect to any Loan, the Obligations shall be payable at such time as funds are received by or are available to such CP Conduit Purchaser in excess of funds necessary to pay in full all of its outstanding Commercial Paper and, solely to the extent of funds are not available received (i) by Custodian in respect of interest and other payments on and principal payments of the Collateral securing such Loan and (ii) as a result of the exercise of remedies with respect to pay the Collateral securing such obligationsLoan pursuant to Section 14.1 or 14.2; provided that, with respect to the Obligations specified in the following clauses (1) through (4), the claims relating limited recourse provisions set forth in the preceding clause (y) shall be inapplicable and such Obligations shall be full recourse Obligations of the applicable Borrower: (1) all Obligations with respect to a Loan to the extent that the Borrower of such Loan is, at any time, not an Eligible Borrower (determined on the basis of the criteria applicable to “eligible borrowers” in effect at the time such Loan was borrowed or assumed), (2) all Obligations of a Borrower that arise as a result of the inaccuracy of any of the representations and warranties made by such Borrower in Section 10.1(c), 10.1(d) or 10.1(e), (3) all Obligations with respect to a Loan that arise pursuant to Lender’s reimbursement and repayment rights set forth in Sections 18.14 and 18.15 and (4) all Obligations with respect to a Loan if a Collateral Surrender and Acceptance Notice with respect thereto shall not constitute a claim against have been delivered to Custodian in accordance with Section 13.2 on or prior to the Maturity Date of such CP Conduit Purchaser but Loan. No recourse shall continue to accrue. Each party hereto agrees that be had for the payment of any claim (as defined amount owing in Section 101 of Title 11 of the Bankruptcy Code) respect of any such party obligation of, or claim against, any Borrower arising out of or based upon the Lending Agreement against Custodian, Administrator, any TALF Agent or any holder of any equity interests in or any Related Party thereof; provided that (i) recourse may be had against a CP Conduit Purchaser shall be subordinated TALF Agent in respect of any failure by such TALF Agent to the payment in full of all of its Commercial Paper. (b) No recourse under perform any obligation, covenant or agreement of undertaken by it in the Lending Agreement and any CP Conduit Purchaser contained herein shall be had against any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of their Affiliates 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 Supplement is solely a corporate obligation of such CP Conduit Purchaser individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates (solely by virtue of such capacity) or any of them under or by reason failure of any of the obligations, covenants or agreements of such CP Conduit Purchaser contained in this Agreement, or implied therefrom, representations and that any and all personal liability for breaches warranties made by such CP Conduit Purchaser TALF Agent in the Lending Agreement to be true and correct in all material respects when made (but in the case of any of the representations and warranties in Sections 10.1(d)(with respect to information obtained by such obligationsTALF Agent from third parties), covenants or agreements10.2(b), either at common law or at equity10.2(c), or 10.2(f) (with respect to information obtained by statutesuch TALF Agent from third parties), rule or regulation10.2(g) and 10.2(h), of every only if such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of TALF Agent shall have failed to exercise reasonable care to confirm their accuracy) and in consideration for the execution of this Supplement; PROVIDED that (ii) the foregoing shall not relieve any such Person person or entity from any liability it they might otherwise have as a result of gross negligence, willful misconduct or fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 shall survive the termination or expiration of this SupplementAgreement and, with respect to each Borrower, the payment in full of all of such Borrower’s Obligations.

Limited Recourse. (a) In addition to any amount that is required to be paid by DGP under the last sentence of this Section 5.6(a), DGP shall be personally liable for $2,500,000 under the Note and the other Loan Documents and, in addition, any costs incurred by Lender in accordance with Section 5.16 in collecting such amounts (without taking into account, and in addition to, any proceeds of the Pledged Collateral). Notwithstanding anything to the contrary herein or in any Loan Document, except as provided in this Section 5.6, neither Borrower shall be personally liable for any other amounts due under the Note and Lender's recourse shall be limited to the collateral pledged under the Pledge Agreements. Borrowers shall be personally liable, jointly and severally, to Lender for any deficiency, loss or damage suffered by Lender because of: (1) Borrowers' or DPP's commission of a criminal act; (2) the failure of any Borrower or the DPP Trust to comply with provisions of any Loan Document, the DPP Guaranty or the DPP Pledge Agreement prohibiting the sale, transfer or encumbrance of the Pledged Securities or any interest therein, or any other collateral, or any direct or indirect ownership interest in Borrowers or the DPP Trust; (3) intentional waste relating to Pledged Securities; (4) any Bankruptcy/Dissolution Event relating to any Borrower, Dallas or the DPP Trust within the meaning of clauses (a), (b), (c), (d) and (f) of the definition thereof; (5) the misapplication by DPP, Borrowers or any affiliates of any funds derived from the Pledged Securities; (6) the fraud or misrepresentation by DPP, Borrowers or any of their respective affiliates made in or in connection with this Agreement, any other Loan Document, the DPP Guaranty or the DPP Pledge Agreement; (7) the interference, whether direct or indirect, by DPP, Borrowers or any of their respective affiliates with Lender's exercise of rights or remedies under this Agreement, other Loan Documents, the DPP Guaranty or the DPP Pledge Agreement (including any foreclosure action or sale), whether by making any motion, bringing any counterclaim, seeking any injunction or other restraint, commencing any action seeking to consolidate any such foreclosure or other enforcement with any other action or otherwise (except this clause (7) shall not apply the extent DPP, Borrowers or any of their respective affiliates successfully contests such enforcement and obtains a final non-appealable order as to the same); (8) Borrowers' or DPP's failure to pay for any loss, liability or expense (including reasonable attorneys' fees) incurred by Lender arising out of any claim or allegation made by Borrowers or DPP, their respective successors or assigns, or any creditor of Borrowers or DPP, that any of the Loan Documents, the DPP Guaranty or the DPP Pledge Agreement establishes a joint venture, partnership or other similar arrangement between one or more of Borrowers or DPP, and their respective affiliates on the one hand, and Lender, and its affiliates on the other hand; (9) the failure of the Borrowers or DPP to satisfy, release and discharge of record, a lien that is not permitted under the Loan Documents, the DPP Guaranty or the DPP Pledge Agreement within the time limits set forth in the Loan Documents, the DPP Guaranty or the DPP Pledge Agreement, respectively; and (10) DPP, Borrowers or any of their affiliates take any acts that have an adverse effect on the perfection or priority of Lender's security interests. (b) None of the foregoing limitations on the personal liability of Borrowers shall modify, diminish or discharge the obligations of any Borrower under the Loan Documents. Nothing herein shall be deemed to be a waiver of any right which Lender may have under Sections 506(a), 506(b), 1111(b) or any other provision of the Bankruptcy Code, or corresponding or superseding sections of the Bankruptcy Amendments and Federal Judgeship Act of 1984, to file a claim against Borrowers for the full amount due to Lender under this Agreement and all Loan Documents or to require that all collateral shall continue to secure the amounts due under this Agreement and the other Loan Documents. Notwithstanding anything to the contrary contained hereinin any Loan Document, any obligations of each CP Conduit Purchaser hereunder to any party hereto are solely the corporate obligations of such CP Conduit Purchaser and nothing shall be payable at such time as funds are received deemed in any way to impair, limit or prejudice the rights of Lender: (A) in foreclosure proceedings or in any ancillary proceedings brought to facilitate Lender's foreclosure on any collateral under any Loan Document; (B) to exercise any specific rights or remedies afforded Lender under any other provisions of the Loan Documents or by law or are available in equity (but Lender may not hold Borrowers personally liable for payments under the Note); (C) to such CP Conduit Purchaser recover from Borrowers the amount of any unpaid taxes, assessments, and/or utility charges affecting any of the collateral provided for in excess of funds necessary the Loan Documents; and/or (D) to pay in full all of its outstanding Commercial Paper andrecover from Borrowers, to the extent funds are not available to pay such obligationsset forth in the Loan Documents, the claims relating thereto shall not constitute a claim against such CP Conduit Purchaser but shall continue to accrue. Each party hereto agrees that the payment of any claim (as defined in Section 101 of Title 11 of the Bankruptcy Code) of any such party against a CP Conduit Purchaser shall be subordinated to the payment in full of all of its Commercial Paper. (b) No recourse under any obligation, covenant or agreement of any CP Conduit Purchaser contained herein shall be had against any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of their Affiliates by the enforcement of any assessment or by any reasonable legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed fees and understood that this Supplement is solely a corporate obligation of such CP Conduit Purchaser individually, and that no personal liability whatever shall attach to or be other expenses incurred by Lender in enforcing any incorporator, stockholder, officer, director, employee rights it may have under this Agreement or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of such CP Conduit Purchaser contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by such CP Conduit Purchaser of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as Loan Documents following a condition of and in consideration for the execution of this Supplement; PROVIDED that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 shall survive termination of this Supplementdefault.

Limited Recourse. (a) Notwithstanding anything to any other provision of this Agreement or any other Transaction Document, each of the contrary contained herein, any parties hereto agrees that the respective obligations of each CP Conduit Purchaser hereunder to Lender under this Agreement or any party hereto other Transaction Document are solely the corporate obligations of such CP Conduit Purchaser and Lender and, in the case of obligations of each Conduit Lender other than Commercial Paper, shall be payable at such time as funds are received by or are available to such CP Conduit Purchaser Lender in excess of funds necessary to pay in full all of its outstanding Commercial Paper issued by such Conduit Lender and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against such CP Conduit Purchaser Lender but shall continue to accrue. Each party hereto agrees that the payment of any claim (as defined in Section 101 of Title 11 of the Bankruptcy Code) of any such party against a CP such Conduit Purchaser Lender shall be subordinated to the payment in full of all Commercial Paper of its Commercial Paper.such Conduit Lender (b) No Notwithstanding any other provision of this Agreement (including Section 37.22 (a)), each party hereto agrees and acknowledges with Market Street that (i) it will only have recourse under any obligation, covenant or agreement in respect of any CP Conduit Purchaser contained herein shall be had against any incorporatoramount, stockholder, officer, director, employee claim or agent obligation due or owing to it by Market Street (the applicable “Claims”) to the extent of such CP Conduit Purchaser, its administrative agent, available funds pursuant to and in accordance with the Funding Agent with respect to such CP Conduit Purchaser or any priority of their Affiliates by allocation established in Market Street’s conduit program documents; (ii) following the application of funds following enforcement of any assessment or by any legal or equitable proceedingthe security interests created under the Market Street conduit program documents, by virtue of any statute or otherwise; it being expressly agreed subject to and understood that this Supplement is solely a corporate obligation of in accordance with such CP Conduit Purchaser individuallyconduit program documents, and that Market Street will have no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any assets available for payment of its Affiliates (solely by virtue of obligations thereunder and under this Agreement other than as provided for pursuant to the such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of such CP Conduit Purchaser contained in this Agreement, or implied therefromconduit program documents, and that any and all personal liability for breaches by such CP Conduit Purchaser Claims will accordingly be extinguished to the extent of any shortfall; and (iii) the obligations of such obligationsMarket Street under its conduit program documents and this agreement, covenants in each case, will not be obligations or agreements, either at common law or at equityresponsibilities of, or by statuteguaranteed by, rule any other person or regulation, of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Supplement; PROVIDED that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by them. entity. (c) The provisions of this Section 11.5 37.22 shall survive termination of this SupplementAgreement.

Limited Recourse. (a) Notwithstanding anything to the contrary contained hereinin the Lending Agreement, any obligations (x) the Obligations of each CP Conduit Purchaser hereunder to any party hereto Borrower are solely the corporate obligations of such CP Conduit Purchaser Borrower and (y) with respect to any Loan, the Obligations shall be payable at such time as funds are received by or are available to such CP Conduit Purchaser in excess of funds necessary to pay in full all of its outstanding Commercial Paper and, solely to the extent of funds are received (i) by Custodian in respect of interest payments on and principal payments of the Collateral securing such Loan and (ii) as a result of the exercise of remedies with respect to the Collateral securing such Loan pursuant to Section 14.1 or 14.2; provided that the provisions of the preceding clause (y) shall be inapplicable to (1) any Loan as to which the Borrower shall have failed to comply with its obligations under Section 11.2(g), (2) all Obligations with respect to a Loan to the extent that the Borrower of such Loan is, at any time, not available an Eligible Borrower (determined on the basis of the criteria applicable to pay “eligible borrowers” in effect at the time such obligationsLoan was borrowed), (32) all Obligations of a Borrower that arise as a result of the claims relating inaccuracy of any of the representations and warranties made by such Borrower in Section 10.1(c) or 10.1(e), (43) all Obligations with respect to a Loan that arise pursuant to ▇▇▇▇▇▇’’s right of reimbursement set forth in Section 18.14 and (54) all Obligations with respect to a Loan if a Collateral Surrender and Acceptance Notice with respect thereto shall not constitute a claim against have been delivered to Custodian in accordance with Section 13.2 on or prior to the Maturity Date of such CP Conduit Purchaser but Loan. No recourse shall continue to accrue. Each party hereto agrees that be had for the payment of any claim (as defined amount owing in Section 101 of Title 11 of the Bankruptcy Code) respect of any such party obligation of, or claim against, any Borrower arising out of or based upon the Lending Agreement against Custodian, Administrator, any Primary Dealer or any holder of any equity interests in or any Related Party thereof; provided that (i) recourse may be had against a CP Conduit Purchaser shall be subordinated Primary Dealer in respect of any failure by such Primary Dealer to the payment in full of all of its Commercial Paper. (b) No recourse under perform any obligation, covenant or agreement of undertaken by it in the Lending Agreement and any CP Conduit Purchaser contained herein shall be had against any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of their Affiliates 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 Supplement is solely a corporate obligation of such CP Conduit Purchaser individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates (solely by virtue of such capacity) or any of them under or by reason failure of any of the obligations, covenants or agreements of such CP Conduit Purchaser contained in this Agreement, or implied therefrom, representations and that any and all personal liability for breaches warranties made by such CP Conduit Purchaser Primary Dealer in the Lending Agreement to be true and correct in all material respects when made (but in the case of any of the representations and warranties in Sections 10.1(d)(with respect to information obtained by such obligationsPrimary Dealer from third parties), covenants or agreements10.2(b), either at common law or at equity10.2(c), or 10.2(f) (with respect to information obtained by statutesuch Primary Dealer from third parties), rule or regulation10.2(g) and 10.2(h), of every only if such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of Primary Dealer shall have failed to exercise reasonable care to confirm their accuracy) and in consideration for the execution of this Supplement; PROVIDED that (ii) the foregoing shall not relieve any such Person person or entity from any liability it they might otherwise have as a result of gross negligence, willful misconduct or fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 shall survive the termination or expiration of this SupplementAgreement and, with respect to each Borrower, the payment in full of all of such Borrower’s Obligations.

Limited Recourse. Notwithstanding any other provision of this Agreement, Shareholder acknowledges and agrees that no liability shall arise under this Agreement for any reason against Caledonian Insurance Services Limited, the Company, any portfolio of the Company (aother than the Segregated Portfolio) and Caledonian Bank & Trust Limited and their respective officers, directors, shareholders, employees, and their attorneys and agents (the “Limited Liability Parties”), unless due to fraud, gross negligence, dishonesty or willful malfeasance of such entities or ▇▇▇▇▇▇▇. Notwithstanding anything any other provision of this Agreement, Shareholder further acknowledges and agrees that all liability under this Agreement shall be limited to the contrary contained hereinnet proceeds of the realisation of all the assets of the Segregated Portfolio only, in which case liability shall be limited only to proved damages, unless due to fraud, gross negligence, dishonesty or willful malfeasance on the part of any or all of the Limited Liability Parties. If such amount is insufficient to pay all the obligations hereunder in full for any reason, neither the Segregated Portfolio or any of the Limited Liability Parties shall have any obligation to make up the insufficiency, and following exhaustion of such amount, any liability to pay such insufficiency shall thereafter be extinguished, unless due to fraud, gross negligence, dishonesty or willful malfeasance of any or all of the Limited Liability Parties. Notwithstanding any other provision of this Agreement, Shareholder covenants, acknowledges and agrees that it shall not take or seek to take any recourse (including, but not limited to, action before any court or governmental agency), directly or indirectly, with respect to the actions or inactions of the Segregated Portfolio or the Company or any obligations of each CP Conduit Purchaser hereunder to the Segregated Portfolio or the Company or under this Agreement against: • any party hereto are solely owner of a beneficial interest in the corporate obligations of such CP Conduit Purchaser and shall be payable at such time as funds are received by or are available to such CP Conduit Purchaser in excess of funds necessary to pay in full all of its outstanding Commercial Paper andSegregated Portfolio; • any partner, to the extent funds are not available to pay such obligationsowner, the claims relating thereto shall not constitute a claim against such CP Conduit Purchaser but shall continue to accrue. Each party hereto agrees that the payment of any claim (as defined in Section 101 of Title 11 of the Bankruptcy Code) of any such party against a CP Conduit Purchaser shall be subordinated to the payment in full of all of its Commercial Paper. (b) No recourse under any obligationbeneficiary, covenant or agreement of any CP Conduit Purchaser contained herein shall be had against any incorporator, stockholderdirector, officer, directorshareholder, employee or agent of such CP Conduit Purchaserthe Segregated Portfolio in his, her or its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser individual capacity or any of their Affiliates by the enforcement of any assessment respective legal advisers; or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Supplement is solely a corporate obligation of such CP Conduit Purchaser individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates (solely by virtue of such capacity) or any of them under or by reason of • any of the obligationsLimited Liability Parties, covenants unless due to such parties’ fraud, gross negligence, dishonesty or agreements willful malfeasance. Shareholder further covenants, acknowledges and agrees that it shall not take any corporate action or other steps or legal proceedings for the winding-up, dissolution or re-organisation or for the appointment of such CP Conduit Purchaser contained in this Agreementa receiver, administrator, administrative receiver, trustee, liquidator, sequestrator or implied therefrom, and that any and all personal liability for breaches by such CP Conduit Purchaser similar officer of the Company or the Segregated Portfolio or of any or all of such obligationsthe Company or the Segregated Portfolio revenues and assets or analogous proceedings in any jurisdiction domestic or foreign, covenants unless due to fraud, gross negligence, dishonesty or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Supplement; PROVIDED that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 shall survive termination of this Supplementwillful malfeasance.

Limited Recourse. (a) Notwithstanding anything to the contrary contained hereinin the Lending Agreement, any obligations (x) the Obligations of each CP Conduit Purchaser hereunder to any party hereto Borrower are solely the corporate obligations of such CP Conduit Purchaser Borrower and (y) with respect to any Loan, the Obligations shall be payable at such time as funds are received by or are available to such CP Conduit Purchaser in excess of funds necessary to pay in full all of its outstanding Commercial Paper and, solely to the extent of funds are received (i) by Custodian in respect of interest payments on and principal payments of the Collateral securing such Loan and (ii) as a result of the exercise of remedies with respect to the Collateral securing such Loan pursuant to Section 14.1 or 14.2; provided that the provisions of the preceding clause (y) shall be inapplicable to (1) all Obligations with respect to a Loan to the extent that the Borrower of such Loan is, at any time, not available an Eligible Borrower (determined on the basis of the criteria applicable to pay “eligible borrowers” in effect at the time such obligationsLoan was borrowed), (2) all Obligations of a Borrower that arise as a result of the claims relating inaccuracy of any of the representations and warranties made by such Borrower in Section 10.1(c) or 10.1(e), (3) all Obligations with respect to a Loan that arise pursuant to ▇▇▇▇▇▇’’s reimbursement and repayment rights set forth in Sections 18.14 and 18.15 and (4) all Obligations with respect to a Loan if a Collateral Surrender and Acceptance Notice with respect thereto shall not constitute a claim against have been delivered to Custodian in accordance with Section 13.2 on or prior to the Maturity Date of such CP Conduit Purchaser but Loan. No recourse shall continue to accrue. Each party hereto agrees that be had for the payment of any claim (as defined amount owing in Section 101 of Title 11 of the Bankruptcy Code) respect of any such party obligation of, or claim against, any Borrower arising out of or based upon the Lending Agreement against Custodian, Administrator, any Primary Dealer or any holder of any equity interests in or any Related Party thereof; provided that (i) recourse may be had against a CP Conduit Purchaser shall be subordinated Primary Dealer in respect of any failure by such Primary Dealer to the payment in full of all of its Commercial Paper. (b) No recourse under perform any obligation, covenant or agreement of undertaken by it in the Lending Agreement and any CP Conduit Purchaser contained herein shall be had against any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of their Affiliates 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 Supplement is solely a corporate obligation of such CP Conduit Purchaser individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates (solely by virtue of such capacity) or any of them under or by reason failure of any of the obligations, covenants or agreements of such CP Conduit Purchaser contained in this Agreement, or implied therefrom, representations and that any and all personal liability for breaches warranties made by such CP Conduit Purchaser Primary Dealer in the Lending Agreement to be true and correct in all material respects when made (but in the case of any of the representations and warranties in Sections 10.1(d)(with respect to information obtained by such obligationsPrimary Dealer from third parties), covenants or agreements10.2(b), either at common law or at equity10.2(c), or 10.2(f) (with respect to information obtained by statutesuch Primary Dealer from third parties), rule or regulation10.2(g) and 10.2(h), of every only if such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Supplement; PROVIDED that Primary Dealer shall have failed to exercise reasonable care to confirm their accuracy) and (ii) the foregoing shall not relieve any such Person person or entity from any liability it they might otherwise have as a result of gross negligence, willful misconduct or fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 shall survive the termination or expiration of this SupplementAgreement and, with respect to each Borrower, the payment in full of all of such Borrower’s Obligations.

Limited Recourse. (a) Notwithstanding anything to the contrary contained hereinin the Lending Agreement, any obligations (x) the Obligations of each CP Conduit Purchaser hereunder to any party hereto Borrower are solely the corporate obligations of such CP Conduit Purchaser Borrower and (y) with respect to any Loan, the Obligations shall be payable at such time as funds are received by or are available to such CP Conduit Purchaser in excess of funds necessary to pay in full all of its outstanding Commercial Paper and, solely to the extent of funds are received (i) by Custodian in respect of interest and other payments on and principal payments of the Collateral securing such Loan and (ii) as a result of the exercise of remedies with respect to the Collateral securing such Loan pursuant to Section 14.1 or 14.2; provided that the provisions of the preceding clause (y) shall be inapplicable to (1) all Obligations with respect to a Loan to the extent that the Borrower of such Loan is, at any time, not available an Eligible Borrower (determined on the basis of the criteria applicable to pay “eligible borrowers” in effect at the time such obligationsLoan was borrowed), (2) all Obligations of a Borrower that arise as a result of the claims relating inaccuracy of any of the representations and warranties made by such Borrower in Section 10.1(c) or 10.1(e), (3) all Obligations with respect to a Loan that arise pursuant to Lender’’s reimbursement and repayment rights set forth in Sections 18.14 and 18.15 and (4) all Obligations with respect to a Loan if a Collateral Surrender and Acceptance Notice with respect thereto shall not constitute a claim against have been delivered to Custodian in accordance with Section 13.2 on or prior to the Maturity Date of such CP Conduit Purchaser but Loan. No recourse shall continue to accrue. Each party hereto agrees that be had for the payment of any claim (as defined amount owing in Section 101 of Title 11 of the Bankruptcy Code) respect of any such party obligation of, or claim against, any Borrower arising out of or based upon the Lending Agreement against Custodian, Administrator, any Primary DealerTALF Agent or any holder of any equity interests in or any Related Party thereof; provided that (i) recourse may be had against a CP Conduit Purchaser shall be subordinated Primary DealerTALF Agent in respect of any failure by such Primary DealerTALF Agent to the payment in full of all of its Commercial Paper. (b) No recourse under perform any obligation, covenant or agreement of undertaken by it in the Lending Agreement and any CP Conduit Purchaser contained herein shall be had against any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of their Affiliates 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 Supplement is solely a corporate obligation of such CP Conduit Purchaser individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates (solely by virtue of such capacity) or any of them under or by reason failure of any of the obligations, covenants or agreements of such CP Conduit Purchaser contained in this Agreement, or implied therefrom, representations and that any and all personal liability for breaches warranties made by such CP Conduit Purchaser Primary DealerTALF Agent in the Lending Agreement to be true and correct in all material respects when made (but in the case of any of the representations and warranties in Sections 10.1(d)(with respect to information obtained by such obligationsPrimary DealerTALF Agent from third parties), covenants or agreements10.2(b), either at common law or at equity10.2(c), or 10.2(f) (with respect to information obtained by statutesuch Primary DealerTALF Agent from third parties), rule or regulation10.2(g) and 10.2(h), of every only if such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of Primary DealerTALF Agent shall have failed to exercise reasonable care to confirm their accuracy) and in consideration for the execution of this Supplement; PROVIDED that (ii) the foregoing shall not relieve any such Person person or entity from any liability it they might otherwise have as a result of gross negligence, willful misconduct or fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 shall survive the termination or expiration of this SupplementAgreement and, with respect to each Borrower, the payment in full of all of such Borrower’s Obligations.

Limited Recourse. (a) Notwithstanding anything to the contrary contained hereinherein or otherwise in the Indenture, any the Series 2013-1 Notes are nonrecourse obligations solely of each CP Conduit Purchaser hereunder to any party hereto are solely the corporate obligations of such CP Conduit Purchaser Issuers and shall be payable at such time as funds are received only from the Collateral Pool. Upon the exhaustion of the Collateral included in the Collateral Pool, any liabilities of the Issuers hereunder shall be extinguished. Each Series 2013-1 Noteholder shall be deemed to have agreed, by or are available to such CP Conduit Purchaser in excess of funds necessary to pay in full all acceptance of its outstanding Commercial Paper andNote, not to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against such CP Conduit Purchaser but shall continue to accrue. Each party hereto agrees that the payment file or join in filing any petition in bankruptcy or commence any similar proceeding in respect of any claim (as defined in Section 101 Issuer for a period of Title 11 of the Bankruptcy Code) of any such party against a CP Conduit Purchaser shall be subordinated to the two years and 31 days following payment in full of all of its Commercial Paper. the Notes (bincluding the Series 2013-1 Notes) No recourse issued or co-issued by the Issuers under the Indenture. Notwithstanding the foregoing, the Indenture Trustee, on behalf of the Series 2013-1 Noteholders, shall have the right to enforce the liability and obligation of any obligationIssuer hereunder, by money judgment or otherwise, to the extent of any loss, damage, cost, expense, liability, claim or other obligation incurred by such Noteholders (including attorneys’ fees and costs reasonably incurred) arising out of or in connection with the following: (i) fraud or intentional misrepresentation by such Issuer in connection with the Series 2013-1 Notes, the Indenture and/or any other Transaction Documents; (ii) intentional acts constituting gross negligence or willful misconduct or bad faith of such Issuer; (iii) intentional destruction or waste of any Property by such Issuer; (iv) the breach of any representation, warranty, covenant or agreement indemnification provision in the Indenture or any other Transaction Document concerning Environmental Laws, Hazardous Substances or Asbestos; (v) the removal or disposal of any CP Conduit Purchaser contained herein shall be had against portion of any incorporatorProperty during the continuation of an Event of Default; (vi) the misapplication or conversion by such Issuer of (A) any Insurance Proceeds, stockholder(B) any Condemnation Proceeds, officer(C) any Monthly Lease Payments following an Event of Default, director(D) any Monthly Lease Payments paid more than one month in advance, employee (E) any premiums for any Property Insurance Policies required under the Property Management Agreement received by such Issuer from any third party or agent Tenant or (F) any funds received by such Issuer for payment of such CP Conduit Purchaser, its administrative agent, the Funding Agent Taxes or other charges that can create liens on any portion of any Property; or (vii) any security deposits (including letters of credit) collected with respect to such CP Conduit Purchaser or any of their Affiliates by Property which are not delivered to 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 Supplement is solely Indenture Trustee upon a corporate obligation foreclosure of such CP Conduit Purchaser individuallyProperty or other action in lieu thereof, except to the extent any such security deposits were applied in accordance with the terms and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates (solely by virtue of such capacity) or any of them under or by reason conditions of any of the obligations, covenants Leases prior to the occurrence of the Event of Default that gave rise to such sale or agreements of such CP Conduit Purchaser contained foreclosure or action in this Agreement, or implied therefrom, and that any and all personal liability for breaches by such CP Conduit Purchaser of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Supplement; PROVIDED that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 shall survive termination of this Supplementlieu thereof.

Limited Recourse. (a) Notwithstanding anything to the contrary contained hereinThe Purchaser hereby agrees that, notwithstanding any other provision of any Transaction Document, all obligations of each CP Conduit Originator to the Purchaser hereunder in respect of any Purchased Receivables are limited in recourse to any party hereto are solely an amount equal to the corporate obligations Instalment of GDPP in respect of such CP Conduit Purchaser Purchased Receivables. If: (i) there are no Available Amounts remaining which are capable of being realised or otherwise converted into cash; (ii) all Available Amounts have been applied to meet or provide for the relevant obligations specified in, and shall be payable at such time as funds in accordance with, the provisions of this Agreement; and (iii) there are received by or are available to such CP Conduit Purchaser in excess of funds necessary insufficient Available Amounts to pay in full all full, in accordance with the provisions of its outstanding Commercial Paper and, to the extent funds are not available to pay such obligationsthis Agreement, the claims relating thereto obligations of the Originators under this Agreement, then the Purchaser shall not constitute have no further claim (other than a claim against such CP Conduit Purchaser but shall continue to accrue. Each party hereto agrees that for the payment of any claim (as defined in Section 101 of Title 11 Instalment of the Bankruptcy CodeGDPP) against the Originators in respect of any amounts owing to it which remain unpaid and such party against a CP Conduit Purchaser unpaid amounts shall be subordinated deemed to be discharged in full and any relevant payment rights shall be deemed to cease. In no circumstances, however, will the Purchaser be liable to pay any Instalment of GDPP as an independent liability, since the Purchaser’s liability towards the Originators under the Transaction Documents is limited to the payment net balance on the Ledgers as specified in full Clause 10 (Settlement). For the avoidance of all doubt, each GDPP does not represent a liability of its Commercial Paperthe Purchaser other than to the extent of each Instalment of GDPP payable pursuant to Clauses 8 (Waterfall), 9 (Ledgers) and 10 (Settlement). (b) No recourse Upon satisfaction or waiver of the conditions precedent set forth under any obligationClause 3.2(b), covenant or agreement the Servicers and the Originators can only demand performance by the Purchaser of its obligations to pay each IPP and/or GDPP in the relevant Eligible Currencies, in accordance with Clause 5 (Purchase Price) and enforce such obligations and without prejudice to the application of Clauses 8 (Waterfall), 9 (Ledgers) and 10 (Settlement), but waive the right to demand rescission of any CP Conduit Purchaser contained herein shall be had against purchase made pursuant to this Agreement. (c) Each Originator hereby irrevocably waives any incorporatorunpaid seller’s lien that it may have under article 20, stockholder, officer, director, employee or agent 5° of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any Belgian mortgage law of their Affiliates by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute 16 December 1851 or otherwise; it being expressly agreed and understood that this Supplement is solely a corporate obligation of such CP Conduit Purchaser individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of such CP Conduit Purchaser contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by such CP Conduit Purchaser of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Supplement; PROVIDED that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 shall survive termination of this Supplement.

Limited Recourse. (a) Notwithstanding anything to the contrary contained herein, any obligations of each CP Conduit Purchaser hereunder to any party hereto are solely the corporate obligations of such CP Conduit Purchaser and shall be payable at such time as funds are received by or are available to such CP Conduit Purchaser in excess of funds necessary to pay in full all of its outstanding Commercial Paper and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against such CP Conduit Purchaser but shall continue to accrue. Each party hereto agrees that the payment of any claim (as defined in Section 101 of Title 11 of the Bankruptcy Code) of any such party against a CP Conduit Purchaser shall be subordinated to the payment in full of all of its Commercial Paper. (b) No recourse under shall ever be had, directly or indirectly, against the Private Actions Trustee personally, or any obligationmember of Trust Oversight Committee, covenant or agreement of any CP Conduit Purchaser contained herein shall be had against any incorporatoremployee, stockholdercontractor, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, attorney, accountant or other professional retained in accordance with the Funding Agent with respect to such CP Conduit Purchaser terms of this Agreement or any of their Affiliates the Plan by either the enforcement of any assessment Private Actions Trustee or the Trust Oversight Committee, by any legal or equitable proceeding, proceedings or by virtue of any statute or otherwise; it being expressly agreed and understood that , nor upon any promise, contract, instrument, undertaking, obligation, covenant or agreement whatsoever executed by the Private Actions Trustee or the Trust Oversight Committee in implementation of this Supplement is solely a corporate obligation of such CP Conduit Purchaser individuallyAgreement or the Plan, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates (solely by virtue of such capacity) or any of them under or by reason of the creation of any indebtedness by the Private Actions Trustee under the Plan for any purpose authorized by this Agreement or the Plan, it being expressly understood and agreed that all such liabilities, covenants, and agreements of the obligationsPrivate Actions Trust or the Trust Oversight Committee, covenants whether in writing or agreements otherwise, shall be enforceable only against and be satisfied only out of the Private Actions Trust assets or such CP Conduit Purchaser contained in this Agreementpart thereof as shall under the term of any such agreement be liable therefore or shall be evidence only of a right of payment out of the Private Actions Trust assets. Notwithstanding the foregoing, the Private Actions Trustee may be held liable for its recklessness, gross negligence, willful misconduct, knowing and material violation of law, or implied therefromfraud as determined by a final order of a court of competent jurisdiction not subject to appeal; and if liability on such grounds is established, and that any and all personal liability for breaches recourse may be had against (a) the Private Actions Trustee's bond or applicable insurance coverage, and, (b) to the extent not covered by such CP Conduit Purchaser bond or insurance, subject to Section 7.3, directly against the Private Actions Trustee, provided, however, in no event shall the liability of the Private Actions Trustee based upon recklessness or gross negligence be any of such obligations, covenants or agreements, either at common law or at equitymore than the fees to which the Private Actions Trustee is entitled to hereunder that are paid to, or are received by statuteway of set off or otherwise by, rule or regulation, of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Supplement; PROVIDED that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by themPrivate Actions Trustee. The provisions of this Section 11.5 Private Actions Trustee shall survive termination of this Supplementbe discharged from all liability and obligations to any Beneficiary which has received its final distribution from the Private Actions Trust.

Limited Recourse. (a) Notwithstanding anything to the contrary contained herein, any obligations of each CP Conduit 34 The Purchaser hereunder to any party hereto are solely the corporate obligations of such CP Conduit Purchaser and shall be payable at such time as funds are received by or are available to such CP Conduit Purchaser in excess of funds necessary to pay in full all of its outstanding Commercial Paper and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against such CP Conduit Purchaser but shall continue to accrue. Each party hereto agrees that the payment it does not have and will not have any claims or causes of any claim (as defined in Section 101 of Title 11 of the Bankruptcy Code) of any such party against a CP Conduit Purchaser shall be subordinated to the payment in full of all of its Commercial Paper. (b) No recourse under any obligation, covenant or agreement of any CP Conduit Purchaser contained herein shall be had action against any incorporator, stockholder, disclosed or undisclosed officer, director, employee employee, trustee, shareholder, partner, principal, parent, subsidiary or agent other affiliate of such CP Conduit Purchaserthe Seller, its administrative agentincluding, without limitation, the Funding Agent parent and affiliates of Seller (collectively, the "Seller's Affiliates"), arising out of or in connection with this Agreement or the transactions contemplated hereby. The Purchaser agrees to look solely to the Seller and the Seller's assets for the satisfaction of the Seller's liability or obligation arising under this Agreement or the transactions contemplated hereby, or for the performance of any of the covenants, warranties or other agreements of the Seller contained herein, and further agrees not to sue ▇▇ otherwise seek to enforce any personal obligation against any of the Seller's Affiliates with respect to such CP Conduit Purchaser any matters arising out of or in connection with this Agreement or the transactions contemplated hereby. The Seller agrees that it does not have and will not have any claims or causes of their Affiliates by the enforcement of action against any assessment disclosed or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Supplement is solely a corporate obligation of such CP Conduit Purchaser individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, undisclosed officer, director, employee employee, trustee, shareholder, partner, principal, parent, subsidiary or agent other affiliate of such CP Conduit the Purchaser, its administrative agentincluding, without limitation, the Funding Agent parent and affiliates of Purchaser (collectively, the "Purchaser's Affiliates"), arising out of or in connection with respect this Agreement or the transactions contemplated hereby. The Seller agrees to such CP Conduit look solely to the Purchaser and the Purchaser's assets for the satisfaction of the Purchaser's liability or any of its Affiliates (solely by virtue of such capacity) obligation arising under this Agreement or any of them under the transactions contemplated hereby, or by reason for the performance of any of the obligationscovenants, covenants warranties or other agreements of such CP Conduit the Purchaser contained in this Agreement, or implied therefromherein, and that further agrees not to sue ▇▇ otherwise seek to enforce any and all personal liability for breaches by such CP Conduit Purchaser of obligation against any of such obligations, covenants the Purchaser's Affiliates with respect to any matters arising out of or agreements, either at common law in connection with this Agreement or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Supplement; PROVIDED that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 shall survive termination of this Supplementtransactions contemplated hereby.

Limited Recourse. (a) Notwithstanding anything Subject to the contrary contained hereinprovisions of this Section, Lender will neither seek or obtain a judgment against Borrower for payment of principal or interest under this Agreement and its sole recourse against Borrower for any obligations of each CP Conduit Purchaser hereunder to any party hereto are solely the corporate obligations of such CP Conduit Purchaser and shall be payable at such time as funds are received by or are available to such CP Conduit Purchaser default in excess of funds necessary to pay in full all of its outstanding Commercial Paper and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against such CP Conduit Purchaser but shall continue to accrue. Each party hereto agrees that the payment of any claim (as defined in Section 101 of Title 11 of the Bankruptcy Code) of any such party against a CP Conduit Purchaser shall be subordinated principal and interest is limited to the payment Collateral. Nothing in full of all of its Commercial Paperthis Agreement restricts Lender's recourse against the Collateral pursuant to the Lender Security Agreement. (b) No recourse under The limitation of liability set forth in this Section will be deemed void and have no force or effect if Borrower attempts to materially delay any obligation, covenant action or agreement claim by Lender of any CP Conduit Purchaser contained herein shall be had against any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agenton the Lender Security Agreement, the Funding Agent with respect to such CP Conduit Purchaser Collateral or any of their Affiliates by other collateral for 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 Loans that this Supplement Lender is solely a corporate obligation of such CP Conduit Purchaser individually, and that no personal liability whatever shall attach then entitled to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates (solely by virtue of such capacity) or any of them under or take by reason of any Event of Default. (c) The limitation of liability set forth in this Section will not prejudice or affect the rights of Lender to: (i) Name Borrower as a party defendant in any action, proceeding, reference or arbitration, subject to the limitations of this Section; or (ii) Assert any unpaid amounts on the Loans as a defense or offset to or against any claim or cause of action made or alleged against Lender by Borrower, any of its stockholders or joint venturers or any guarantor in connection with the Loans; or (iii) Seek full recourse against the Collateral; or (iv) Collect or recover from Borrower any damages (such as, without limitation, loss of principal or interest), awards, costs or expenses incurred by Lender as a result of any encumbrance on the Collateral granted or consented to by Borrower without Lender's prior written consent, which consent Lender may withhold in its unrestricted discretion; or (v) Exercise self-help remedies such as setoff or foreclosure against or sale of any collateral or security; or (vi) Collect or recover an amount from Borrower equal to any sums of any type that are misapplied; or (vii) Enforce and collect or recover all sums owing under any indemnity by Borrower or any other party, any guaranties and agreements, and any similar rights to payment and performance executed or granted by Borrower or any other party in connection with the Loans; or (viii) Enforce any agreement of Borrower or any other party specifically stating that it is not subject to the limitation of liability contained in this Section; or (ix) Recover any expenses, damages (such as, without limitation, loss of principal or interest) or costs, including reasonable attorneys' fees (including the allocated costs for services of in-house counsel), that Lender may incur because of (a) any act or omission of Borrower that diminishes or threatens to diminish or the value of the obligationsCollateral, covenants or agreements (b) any act or omission of that impairs Lender's ability to exercise any rights or pursue any remedies with respect to the Collateral, or (c) any act or omission of Borrower which results in Lender's failure to have a valid, binding and enforceable perfected security interest in or lien on any property covered by any security agreement contemplated by this Agreement or such CP Conduit Purchaser security interest fails to be prior to the rights and interests of others, or (d) Borrower's fraud, willful misrepresentation, misapplication of funds or waste or intentional damage of or to any collateral for the Loan. (d) Nothing contained in this Section impairs the validity of any of any security agreement contemplated by this Agreement, or implied therefrom, and that any and all personal liability for breaches lien or security interest created or perfected by such CP Conduit Purchaser of any of such obligations, covenants them or agreements, either at common law any lien or at equity, security interest created or perfected by statute, rule or regulation, any of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Supplement; PROVIDED that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 shall survive termination of this Supplement.

Limited Recourse. (a) Notwithstanding anything to any other provision of this Agreement or any other Transaction Document, each of the contrary contained herein, any parties hereto agrees that the respective obligations of each CP Conduit Purchaser hereunder to Lender under this Agreement or any party hereto other Transaction Document are solely the corporate obligations of such CP Conduit Purchaser and Lender and, in the case of obligations of each Conduit Lender other than Commercial Paper, shall be payable at such time as funds are received by or are available to such CP Conduit Purchaser Lender in excess of funds necessary to pay in full all of its outstanding Commercial Paper issued by such Conduit Lender and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against such CP Conduit Purchaser Lender but shall continue to accrue. Each party hereto agrees that the payment of any claim (as defined in Section 101 of Title 11 of the Bankruptcy Code) of any such party against a CP such Conduit Purchaser Lender shall be subordinated to the payment in full of all Commercial Paper of its Commercial Paper.such Conduit Lender (b) No Notwithstanding any other provision of this Agreement (including Section 37.22 (a)), each party hereto agrees and acknowledges with each Conduit Lender that (i) it will only have recourse under any obligation, covenant or agreement in respect of any CP amount, claim or obligation due or owing to it by such Conduit Purchaser contained herein shall be had against any incorporator, stockholder, officer, director, employee or agent Lender (the applicable “Claims”) to the extent of available funds pursuant to and in accordance with the priority of allocation established in such CP Conduit Purchaser, its administrative agent, ▇▇▇▇▇▇’s conduit program documents; (ii) following the Funding Agent with respect to such CP Conduit Purchaser or any application of their Affiliates by the funds following enforcement of any assessment or by any legal or equitable proceedingthe security interests created under such Conduit Lender conduit program documents, by virtue of any statute or otherwise; it being expressly agreed subject to and understood that this Supplement is solely a corporate obligation of in accordance with such CP conduit program documents, such Conduit Purchaser individually, and that Lender will have no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any assets available for payment of its Affiliates (solely by virtue of obligations thereunder and under this Agreement other than as provided for pursuant to the such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of such CP Conduit Purchaser contained in this Agreement, or implied therefromconduit program documents, and that any and all personal liability for breaches by such CP Conduit Purchaser Claims will accordingly be extinguished to the extent of any shortfall; and (iii) the obligations of such obligationsConduit Lender under its conduit program documents and this agreement, covenants in each case, will not be obligations or agreements, either at common law or at equityresponsibilities of, or by statuteguaranteed by, rule any other person or regulation, of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Supplement; PROVIDED that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by them. entity. (c) The provisions of this Section 11.5 37.22 shall survive termination of this SupplementAgreement.

Limited Recourse. (a) Notwithstanding anything to the contrary contained hereinin the Lending Agreement, any obligations (x) the Obligations of each CP Conduit Purchaser hereunder to any party hereto Borrower are solely the corporate obligations of such CP Conduit Purchaser Borrower and (y) with respect to any Loan, the Obligations shall be payable at such time as funds are received by or are available to such CP Conduit Purchaser in excess of funds necessary to pay in full all of its outstanding Commercial Paper and, solely to the extent of funds are received (i) by Custodian in respect of interest payments on and principal payments of the Collateral securing such Loan and (ii) as a result of the exercise of remedies with respect to the Collateral securing such Loan pursuant to Section 14.1 or 14.2; provided that the provisions of the preceding clause (y) shall be inapplicable to (1) all Obligations with respect to a Loan to the extent that the Borrower of such Loan is, at any time, not available an Eligible Borrower (determined on the basis of the criteria applicable to pay “eligible borrowers” in effect at the time such obligationsLoan was borrowed), (2) all Obligations of a Borrower that arise as a result of the claims relating inaccuracy of any of the representations and warranties made by such Borrower in Section 10.1(c) or 10.1(e), (3) all Obligations with respect to a Loan that arise pursuant to ▇▇▇▇▇▇’’s right of reimbursement and repayment rights set forth in Section Sections 18.14 and 18.15 and (4) all Obligations with respect to a Loan if a Collateral Surrender and Acceptance Notice with respect thereto shall not constitute a claim against have been delivered to Custodian in accordance with Section 13.2 on or prior to the Maturity Date of such CP Conduit Purchaser but Loan. No recourse shall continue to accrue. Each party hereto agrees that be had for the payment of any claim (as defined amount owing in Section 101 of Title 11 of the Bankruptcy Code) respect of any such party obligation of, or claim against, any Borrower arising out of or based upon the Lending Agreement against Custodian, Administrator, any Primary Dealer or any holder of any equity interests in or any Related Party thereof; provided that (i) recourse may be had against a CP Conduit Purchaser shall be subordinated Primary Dealer in respect of any failure by such Primary Dealer to the payment in full of all of its Commercial Paper. (b) No recourse under perform any obligation, covenant or agreement of undertaken by it in the Lending Agreement and any CP Conduit Purchaser contained herein shall be had against any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of their Affiliates 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 Supplement is solely a corporate obligation of such CP Conduit Purchaser individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates (solely by virtue of such capacity) or any of them under or by reason failure of any of the obligations, covenants or agreements of such CP Conduit Purchaser contained in this Agreement, or implied therefrom, representations and that any and all personal liability for breaches warranties made by such CP Conduit Purchaser Primary Dealer in the Lending Agreement to be true and correct in all material respects when made (but in the case of any of the representations and warranties in Sections 10.1(d)(with respect to information obtained by such obligationsPrimary Dealer from third parties), covenants or agreements10.2(b), either at common law or at equity10.2(c), or 10.2(f) (with respect to information obtained by statutesuch Primary Dealer from third parties), rule or regulation10.2(g) and 10.2(h), of every only if such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Supplement; PROVIDED that Primary Dealer shall have failed to exercise reasonable care to confirm their accuracy) and (ii) the foregoing shall not relieve any such Person person or entity from any liability it they might otherwise have as a result of gross negligence, willful misconduct or fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 shall survive the termination or expiration of this SupplementAgreement and, with respect to each Borrower, the payment in full of all of such Borrower’s Obligations.

Limited Recourse. No deficiency will be sought or judgment for money damages will be entered against the general partners (athe "General Partners") Notwithstanding anything to or limited partners of the contrary contained herein, any obligations of each CP Conduit Purchaser hereunder to any party hereto are solely the corporate obligations of such CP Conduit Purchaser and shall be payable at such time as funds are received by or are available to such CP Conduit Purchaser in excess of funds necessary to pay in full all of its outstanding Commercial Paper and, to the extent funds are not available to pay such obligationsBorrower (collectively, the claims relating thereto shall not constitute a claim against such CP Conduit Purchaser but shall continue to accrue. Each party hereto agrees that the payment of any claim (as defined in Section 101 of Title 11 of the Bankruptcy Code"Partners") of any such party against a CP Conduit Purchaser shall be subordinated to the payment in full of all of its Commercial Paper. (b) No recourse under any obligation, covenant or agreement of any CP Conduit Purchaser contained herein shall be had against any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of their Affiliates by the enforcement deficiency remaining after foreclosure of any assessment or by Security Deed and the Partners shall not be personally liable in any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Supplement is solely a corporate obligation of such CP Conduit Purchaser individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent action with respect to any deficiency remaining after any such CP Conduit Purchaser foreclosure or to collect any amount payable under this Agreement, the Note and the other Loan Documents. Notwithstanding the foregoing, however, nothing contained in this Section 31 shall in any way whatsoever release, affect, impair or derogate from the indebtedness evidenced by this Agreement and other Loan Documents, or the liabilities and obligations of its Affiliates (solely by virtue of such capacity) the Borrower under the Loan Documents or any of them under in connection therewith, or by reason restrict, impair or preclude the exercise of any of the obligations, covenants or agreements rights and remedies of such CP Conduit Purchaser contained in this Agreementthe Lender under the Loan Documents, or implied therefromotherwise available at law or in equity, and including, without limitation, any action to foreclose a Security Deed or Deeds, actions against the Borrower that any and all do not seek to impose personal liability on the Partners, or the exercise of the rights and remedies of Lender under this Agreement or any other Loan Document. Further, it is expressly understood and agreed that the aforesaid limitation on liability shall in no way release or restrict the liability of the General Partners to the Lender under any separate guarantees or indemnities provided in connection with the Loan or for breaches by such CP Conduit Purchaser all amounts arising out of or relating to the following (provided however, that in no event shall any of the general partners or limited partners of Franklin Street Partners Limited Partnership have any liability whatsoever to the Lender): (i) fraud or intentional misrepresentation made in connection with this Note, any Security Deed or Deeds, or any of the other Loan Documents, or any property comprising the Project; (ii) other than in accordance with the requirements of the Loan Documents, the misappropriation of (a) proceeds of condemnation actions or insurance covering any portion of the Project, or (b) proceeds of the sale or transfer of any portion of such obligations, covenants or agreements, either at common law or at equityany property comprising the Project, or (c) proceeds from any Syndication Event; and (iii) rental payments received by statute, rule or regulation, on behalf of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition the Borrower subsequent to the date on which the Lender makes written demand therefor pursuant to the Loan Documents following the occurrence and during the continuation of and in consideration for the execution an Event of Default. [The remainder of this Supplement; PROVIDED that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 shall survive termination of this Supplementpage is intentionally left blank.]

Limited Recourse. (a) Notwithstanding anything to the contrary contained hereinThe Purchaser agrees that, except as explicitly set forth below, it does not have and will not have any obligations claims or causes of each CP Conduit Purchaser hereunder to any party hereto are solely the corporate obligations of such CP Conduit Purchaser and shall be payable at such time as funds are received by or are available to such CP Conduit Purchaser in excess of funds necessary to pay in full all of its outstanding Commercial Paper and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against such CP Conduit Purchaser but shall continue to accrue. Each party hereto agrees that the payment of any claim (as defined in Section 101 of Title 11 of the Bankruptcy Code) of any such party against a CP Conduit Purchaser shall be subordinated to the payment in full of all of its Commercial Paper. (b) No recourse under any obligation, covenant or agreement of any CP Conduit Purchaser contained herein shall be had action against any incorporator, stockholder, disclosed or undisclosed officer, director, employee employee, trustee, shareholder, partner, principal, parent, subsidiary or agent other affiliate of such CP Conduit Purchaserthe Seller, its administrative agentincluding, without limitation, ▇▇▇▇ ▇▇▇▇▇▇ Realty Inc. and the parent and affiliates of ▇▇▇▇ ▇▇▇▇▇▇ Realty Inc. (collectively, the Funding Agent "SELLER'S AFFILIATES"), arising out of or in connection with respect this Agreement or the transactions contemplated hereby. The Purchaser agrees to such CP Conduit Purchaser look solely to the Seller or any its beneficiary and the assets of their Affiliates by the enforcement Seller or its beneficiary directly attributable to the Buildings for the satisfaction of any assessment the Seller's liability or by any legal obligation arising under this Agreement or equitable proceedingthe transactions contemplated hereby, by virtue of any statute or otherwise; it being expressly agreed and understood that this Supplement is solely a corporate obligation of such CP Conduit Purchaser individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, for the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates (solely by virtue of such capacity) or any of them under or by reason performance of any of the obligationscovenants, covenants warranties or other agreements of the Seller contained herein, and further agrees not to ▇▇▇ or otherwise seek to enforce any personal obligation against any of the Seller's Affiliates other than its beneficiary with respect to any matters arising out of or in connection with this Agreement or the transactions contemplated hereby. The total liability hereunder of the Seller and its beneficiary shall in no event exceed an amount equal to the Deposit. The beneficiary of the Seller shall maintain a liquid net worth in an amount equal to the Deposit until the later of (i) March 31, 2001, and (ii) the date upon which any such CP Conduit Purchaser contained claim which shall have been timely made is fully resolved. The Seller shall have the right, but not the obligation, at any time (a) to provide a guaranty of the Seller's liabilities hereunder limited in an amount equal to the Deposit and covering claims made on or before March 31, 2001, from a credit-worthy, third party guarantor reasonably satisfactory to the Purchaser, which guaranty shall be in form and substance reasonably satisfactory to the Purchaser, or (b) to place in escrow cash in the amount of the Deposit pursuant to an escrow agreement, in form and substance reasonably satisfactory to the Purchaser, which shall provide that the cash will be delivered to the Seller on March 31, 2001, if no claims have been made thereon by the Purchaser. For so long as such guaranty or cash escrow continues in full force and effect, all obligations of the Seller to maintain liquidity set forth in this Agreement, or implied therefrom, and that any and all personal liability for breaches by such CP Conduit Purchaser of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Supplement; PROVIDED that the foregoing Section 22 shall not relieve any such Person from any liability it might otherwise be deemed to have as a result of fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 shall survive termination of this Supplementbeen satisfied.

Limited Recourse. (a) Notwithstanding anything Anything contained in this Guaranty to the contrary contained hereinnotwithstanding, any obligations other than as specifically set forth in this Section 2(b) and in Section 3, recourse against Guarantor or the assets of each CP Conduit Purchaser hereunder Guarantor, for the enforcement of this Guaranty shall be limited to the tangible and intangible property (the “Collateral”) of Guarantor in which Guarantor has granted a security interest, or pledged, to Bank, pursuant to any party hereto are solely Pledge Agreement to which it is a party. Except for the corporate ability to enforce Guarantor’s obligations of such CP Conduit Purchaser under this Guaranty by enforcing the Pledge Agreements and shall be payable at such time as funds are received by or are available to such CP Conduit Purchaser in excess of funds necessary to pay in full all of exercising its outstanding Commercial Paper and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against such CP Conduit Purchaser but shall continue to accrue. Each party hereto agrees that the payment of any claim (as defined in Section 101 of Title 11 of the Bankruptcy Code) of any such party against a CP Conduit Purchaser shall be subordinated to the payment in full of all of its Commercial Paper. (b) No recourse under any obligation, covenant or agreement of any CP Conduit Purchaser contained herein shall be had against any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent rights with respect to such CP Conduit Purchaser the liens and security interests granted in the Pledge Agreements or enforcing its rights under the provisions of Section 3, Bank shall have no right to enforce this Guaranty against Guarantor or any other assets of their Affiliates Guarantor, other than for claims, actions or enforcement proceedings brought by Bank against Guarantor or the assets of Guarantor that are determined by a final judgment of a court of competent jurisdiction to result from the misappropriation, misapplication, theft or diversion of any of the Collateral or any proceeds of the Collateral by Guarantor (which claims, actions and enforcement proceedings shall not be limited by this section). Subject to the foregoing provisions, upon the failure of Borrower to pay any of the Obligations when and as the same shall become due, Guarantor will, upon demand, pay, or cause to be paid, in cash, to Bank an amount equal to the aggregate of the unpaid Obligations. Nothing contained in this paragraph shall affect or limit the ability of Bank to enforce any of its rights or remedies with respect to any other property encumbered by any other agreement or instrument; and nothing contained in this paragraph shall affect or limit the rights of Bank to proceed against any person or entity, Borrower or any other guarantor of the Obligations, with respect to the enforcement of any assessment other guaranties, indemnity agreements or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Supplement is solely a corporate obligation of such CP Conduit Purchaser individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of such CP Conduit Purchaser contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by such CP Conduit Purchaser of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Supplement; PROVIDED that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 shall survive termination of this Supplementother similar rights.

Limited Recourse. (a) Notwithstanding anything to the contrary contained herein, in this Agreement or in any obligations of each CP Conduit Purchaser hereunder to any party hereto are solely the corporate obligations of such CP Conduit Purchaser and shall be payable at such time as funds are received by or are available to such CP Conduit Purchaser in excess of funds necessary to pay in full all of its outstanding Commercial Paper and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against such CP Conduit Purchaser but shall continue to accrue. Each party hereto agrees that the payment of any claim (as defined in Section 101 of Title 11 of the Bankruptcy Code) of other Loan Documents, except as provided otherwise in this Section 6.20, neither Borrower nor any such party against a CP Conduit Purchaser shall be subordinated to the payment in full of all of its Commercial Paper. (b) No recourse under any obligationdirect or indirect member, covenant or agreement of any CP Conduit Purchaser contained herein shall be had against any incorporatorshareholder, stockholderpartner, principal, Affiliate, employee, officer, director, employee agent or agent representative of such CP Conduit PurchaserBorrower (each, its administrative agenta "Related Party") shall have any personal liability for (i) the payment of any sum of money which is or may be payable hereunder or under the Note or any other Loan Document, including, but not limited to, the Funding Agent repayment of the Loan, or (ii) the performance or discharge of any covenants, obligations or undertakings of Borrower hereunder or under any Loan Document, and no monetary or deficiency judgment shall be sought or enforced against Borrower or any Related Party with respect to such CP Conduit Purchaser thereto; provided, however, that a judgment may be sought against Borrower or any Related Party to enforce the rights of their Affiliates by Lender in, to or against the enforcement Premises, including the Receipts and any other Collateral, and Lender shall have full recourse to and the right to proceed against the Premises, the Receipts and any other Collateral. Notwithstanding the foregoing, nothing contained herein shall impair the validity of the Obligations or in any assessment way affect or by impair the Lien of the Mortgage, or the right of Lender to enforce any legal or equitable proceeding, and all rights and remedies under and by virtue of the Note, this Agreement and/or any statute other Loan Document (limited, however, as expressly provided otherwise above), including, without limitation, naming Borrower as a party defendant in any foreclosure action, or otherwise; it being expressly agreed and understood that limit Lender from pursuing or seeking to enforce the rights of Lender against any third parties, including any guarantor, indemnitor or surety under any guaranty or indemnity delivered in connection with this Supplement is solely a corporate obligation Agreement, the Note or any other Loan Document or otherwise in connection with the Loan. Additionally, the provisions of such CP Conduit Purchaser individuallythis Section 6.20 shall not relieve Borrower from any personal liability for, and that no personal liability whatever Borrower shall attach be fully and personally liable for, (i) the full recourse obligation to pay the Obligations upon the occurrence of any event set forth in the following clauses (M) and/or (N), and (ii) any liabilities, costs, losses (including, without limitation, any reduction in value of the Premises or be any other Collateral, or the loss of any such Collateral or Lender's security interest therein), damages, expenses (including, without limitation, attorneys' fees and disbursements and court costs, if any), or claims suffered or incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser Lender (or any Indemnified Party) by reason of its Affiliates or in connection with the occurrence of any event set forth in any of the following clauses (solely A) through (N): (A) any fraud or breach of trust by virtue of such capacity) Borrower or any of them under or Related Party, including by reason of any claim under the Racketeer Influenced and Corrupt Organizations Act ("RICO"); (B) the misapplication of any insurance proceeds or condemnation awards; (C) the failure of Borrower or any Related Party to direct or pay Receipts received by Borrower or any Related Party to the Clearing Account or the Cash Collateral Account as and when required hereunder and under the Cash Management Agreement; (D) the misapplication by Borrower or any Related Party (or at any such Person's direction) of monies held in or paid out from any account (including any reserve or escrow) maintained under this Agreement, the Cash Management Agreement or any of the obligationsother Loan Documents, including without limitation, monies paid to Borrower pursuant to Section 8 of the Cash Management Agreement; (E) any and all tenant security deposits held by Borrower not being properly applied, returned to tenants when due or delivered to Lender, any receiver or any Person purchasing the Premises at a foreclosure sale upon the taking of possession of the Premises by Lender, such receiver or other Person as provided herein; (F) a breach by Borrower of any of the covenants contained in Sections 4.2 or agreements 4.8 hereof; (G) wrongful removal or destruction of such CP Conduit Purchaser property constituting the Premises or any intentional waste of the Premises by Borrower or a Related Party; (H) any Legal Requirement (including RICO) mandating the forfeiture by Borrower of the Premises, or any portion thereof, because of the conduct or purported conduct of criminal activity by Borrower or any Related Party in connection therewith; (I) any material misrepresentation, miscertification or breach of warranty by Borrower with respect to any representation, warranty or certification contained in this AgreementAgreement or any other Loan Document or in any document executed in connection therewith, pursuant to any of the Loan Documents or otherwise to induce Lender to make the Loan, or implied therefromany advance thereof, and that or to release monies from any and all personal liability for breaches account held by such CP Conduit Purchaser Lender (including any reserve or escrow) or to take any other action with respect to any of the Collateral; (J) a breach of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, the provisions of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as Article 8 hereof (if and to the extent a condition substantive consolidation of Borrower and in consideration for the execution of this Supplement; PROVIDED that the foregoing shall not relieve any such another Person from any liability it might otherwise have occurs as a result thereof); (K) any damage or destruction of fraudulent actions taken the Premises or omissions made any part thereof due to fire or other casualty to the extent not covered by theminsurance required under the Mortgage, but only to the extent the same would have been covered by insurance if Borrower had obtained and maintained the insurance coverage required under the Mortgage; (L) the amount of any Lien voluntarily placed on the Premises by Borrower (or any predecessor-owner of the Premises which is an Affiliate of Borrower) which is prior to the Lien of the Mortgage against the Property; (1) Any Significant Party filing a voluntary petition under the Bankruptcy Code or any other federal or state bankruptcy or insolvency law, or (2) any Affiliate of Borrower filing or joining in the filing of, an involuntary petition against any Significant Party under the Bankruptcy Code or any other federal or state bankruptcy or insolvency law, or (3) Any Significant Party filing an answer consenting to or acquiescing in any involuntary petition filed against it or against other Significant Party by any other Person under the Bankruptcy Code or any other federal or state bankruptcy or insolvency law, or (4) any Affiliate of Borrower consenting to or acquiescing in or joining in an application for the appointment of a custodian, receiver, trustee or examiner for any Significant Party or any portion of the Collateral, or (5) any Significant Party making an assignment for the benefit of creditors, or admitting its insolvency or inability to pay its debts as they become due; or (N) Borrower or any Affiliate of Borrower contesting or in any way interfering with, directly or indirectly (collectively, a "Contest"), any foreclosure action, Uniform Commercial Code sale and/or deed in lieu of foreclosure transaction commenced by Lender or with any other enforcement of Lender's rights, powers or remedies under any of the Loan Documents or under any document evidencing, securing or otherwise relating to any of the Collateral (whether by making any motion, bringing any counterclaim, claiming any defense, seeking any injunction or other restraint, commencing any action, seeking to consolidate any such foreclosure or other enforcement with any other action, or otherwise); provided, however, that Borrower shall not be so liable if a court of competent jurisdiction determines that such Contest was brought in good faith (even if such Contest was unsuccessful). The provisions Nothing contained herein is intended to limit the obligations and personal liability of this Section 11.5 shall survive termination the guarantors under any guaranty and the indemnitors under any indemnity agreement, including, without limitation, the Environmental Indemnification Agreement, executed by Borrower or any other Person for the benefit of this SupplementLender.

Limited Recourse. (a) Notwithstanding anything to the contrary contained herein, any the obligations of each CP Conduit Purchaser hereunder to any party hereto the Company under this Agreement are solely the corporate obligations of such CP Conduit Purchaser and the Company and, in the case of obligations of the Company other than Commercial Paper, shall be payable at such time as funds are received by or are available to such CP Conduit Purchaser the Company in excess of funds necessary to pay in full all of its outstanding Commercial Paper and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against such CP Conduit Purchaser the Company but shall continue to accrue. Each party hereto agrees that the payment of any claim (as defined in Section 101 of Title 11 of the Federal Bankruptcy Code) of any such party as against a CP Conduit Purchaser the Company shall be subordinated to the payment in full of all of its Commercial Paper. (b) No The Agent and the Purchasers acknowledge and agree that Seller is a separate legal entity from the Originators, the Servicer and Provider. The Agent and the Purchasers further acknowledge and agree that the Seller itself is not granting recourse under any obligationto the stock or assets of the Originators, covenant the Servicer or agreement of any CP Conduit Purchaser contained the Provider; provided however, that Agent and the Purchasers have claims and nothing herein shall be had against construed to impair, subordinate, or in any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, way limit the Funding Agent with respect to such CP Conduit Purchaser or any of their Affiliates 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 Supplement is solely a corporate obligation of such CP Conduit Purchaser individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates (solely by virtue of such capacity) or any of them under or by reason of any claims of the obligations, covenants or agreements of such CP Conduit Purchaser contained in Agent and the Purchasers (i) against the Servicer under this Agreement, (ii) against the Originators under the Receivables Sale Agreements (as assignee of all of the Seller's right, title and interest in the Receivables Sale Agreements) and (iii) against the Provider under the Performance Undertaking (as assignee of all of the Seller's right, title and interest in the Performance Undertaking). In addition, for purposes of clarification and without in any way limiting Cott's obligations as Servicer hereunder, nothing in this Agreement shall cause Cott to be directly or implied therefrom, and that indirectly liable for any and all personal liability for breaches by such CP Conduit Purchaser of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived indebtedness (as reflected as a condition liability on the balance sheet) of and in consideration the Seller created hereunder or constitute credit support for the execution of this Supplement; PROVIDED that the foregoing shall not relieve any such Person from any liability it might otherwise have indebtedness (as reflected as a result liability on a balance sheet) of fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 shall survive termination of this Supplementthe Seller created hereunder.

Limited Recourse. (a) Notwithstanding anything ‌ 18.1 The Trustee acknowledges that, notwithstanding any other provision hereof, the obligations of the Issuer under these presents in relation to any Series shall be equal to the contrary contained herein, lesser of the nominal amount of such obligations and the actual amount received or recovered by or for the account of the Issuer in respect of the Charged Assets relating to such Series (net of any obligations sums which the Issuer certifies to the satisfaction of each CP Conduit Purchaser hereunder the Trustee that it is or may be obliged to pay to any party hereto are solely in priority to the corporate obligations Secured Creditors, of such CP Conduit Purchaser and shall be payable at such time as funds are received by or are available Series in respect of its liabilities to third parties including, without limitation, the Trustee in relation to such CP Conduit Purchaser Series). Accordingly, all payments to be made by the Issuer under these presents in excess respect of funds necessary to pay in full all of its outstanding Commercial Paper and, any Series will be made only from and to the extent funds are not available of the sums received or recovered by or on behalf of the Issuer or the Trustee in respect of the Charged Assets relating to pay such obligationsSeries (net as aforesaid). The Trustee and the Secured Creditors of such Series shall only have recourse to such sums for payments to be made by the Issuer under these presents, the claims relating thereto shall not constitute a claim against Transaction Documents or the relevant Supplemental Trust Deed in respect of such CP Conduit Purchaser but shall continue Series, the obligation of the Issuer to accruemake payments in respect of the Obligations of such Series will be subject to the relevant Order of Priority specified in the relevant Supplemental Trust Deed and will be limited to such sums and the Trustee and the Secured Creditors of such Series will have no further recourse to the Issuer in respect thereof. Each party hereto agrees In the event that the amount due and payable by the Issuer under these presents, the Transaction Documents or the relevant Supplemental Trust Deed in relation to any Series exceeds the sums so received or recovered in relation to such Series, the right of any person to claim payment of any claim (as defined in Section 101 of Title 11 amount exceeding such sums shall be extinguished. 18.2 No party to this Deed shall have recourse against any director, shareholder, or officer of the Bankruptcy Code) Issuer in respect of any such party against a CP Conduit Purchaser shall be subordinated to the payment in full of all of its Commercial Paper. (b) No recourse under any obligationobligations, covenant covenants or agreement of any CP Conduit Purchaser contained herein shall be had against any incorporator, stockholder, officer, director, employee entered into or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of their Affiliates made by the enforcement Issuer in respect of any assessment or by any legal or equitable proceedingthis Deed, by virtue of any statute or otherwise; it being expressly agreed and understood that this Supplement is solely a corporate obligation of such CP Conduit Purchaser individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates (solely by virtue of such capacity) or any of them under or otherwise than by reason of any such person's own negligence, wilful default or fraud in the context of the its obligations, covenants or agreements of such CP Conduit Purchaser contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by such CP Conduit Purchaser of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Supplement; PROVIDED that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 Clauses 18 (Limited Recourse) and 12.3 (Non-Petition Covenant) shall survive the termination of this SupplementDeed.

Limited Recourse. 10.1 Notwithstanding any other provision of this Agreement or any other Transaction Document to which the Issuer is a party: 10.2 The recourse of the Parties (aother than the Issuer) Notwithstanding anything in respect of any claim against the Issuer is limited to the contrary contained herein, any Issuer Available Funds and subject to the applicable Priority of Payments. The payment obligations of each CP Conduit Purchaser hereunder the Issuer shall only be settled if and to any party hereto the extent that that the Issuer Available Funds are solely sufficient to make such payments. 10.3 If, upon the corporate obligations Enforcement Conditions being fulfilled, the Issuer Available Funds, subject to the Acceleration Priority of such CP Conduit Purchaser and shall be payable at such time as funds Payments, are received by or are available to such CP Conduit Purchaser in excess of funds necessary ultimately insufficient to pay in full all of its outstanding Commercial Paper and, amounts whatsoever due to the extent funds are not available Parties (other than the Issuer) and all other claims ranking pari passu to pay such obligationsthe claims of the Parties (other than the Issuer) pursuant to the Acceleration Priority of Payments, the claims relating thereto shall not constitute a claim against such CP Conduit Purchaser but shall continue to accrue. Each party hereto agrees that the payment of any claim (as defined in Section 101 of Title 11 of the Bankruptcy CodeParties (other than the Issuer) against the Issuer shall be limited to their respective share of such remaining Issuer Available Funds. After payment to the Parties (other than the Issuer) of any their share of such party against a CP Conduit Purchaser remaining Issuer Available Funds, the obligations of the Issuer to the Parties (other than the Issuer) shall be subordinated to the payment extinguished in full of all of its Commercial Paperand neither the Parties (other than the Issuer) nor anyone acting on their behalf shall be entitled to take any further steps against the Issuer to recover any further sum. (b) No recourse under any obligation, covenant or agreement of any CP Conduit Purchaser contained herein 10.4 Issuer Available Funds shall be had against deemed to be "ultimately insufficient" at such time when, in the opinion of the Trustee, no further assets are available and no further proceeds can be realised to satisfy any incorporator, stockholder, officer, director, employee or agent outstanding claims of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of their Affiliates 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 Supplement is solely a corporate obligation of such CP Conduit Purchaser individuallySecured Creditors, and that no personal liability whatever shall attach to or neither assets nor proceeds will be incurred by any incorporatorso available. 10.5 Clause 9 (No Recourse, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates No Petition) and this Clause 10 (solely by virtue of such capacityLimited Recourse) or any of them under or by reason of any of the obligations, covenants or agreements of such CP Conduit Purchaser contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by such CP Conduit Purchaser of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Supplement; PROVIDED that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 shall survive the termination of this SupplementAgreement.

Limited Recourse. Except as otherwise set forth in this paragraph, the liability of Maker and the general partners of Maker, if any, under this Note, the Mortgage and the Related Agreements shall be limited to and satisfied from the Property and the proceeds thereof, the rents and all other income arising therefrom, the other assets of Maker arising out of the Property which are given as collateral for the Loan, and any other collateral given in writing to Holder as security for repayment of this Note (all of the foregoing are collectively referred to as the "Loan Collateral"); provided, however, that nothing contained in this paragraph shall (a) Notwithstanding anything preclude Holder from foreclosing the lien of the Mortgage or from enforcing any of its rights or remedies in law or in equity against Maker except as stated in this paragraph, (b) constitute a waiver of any obligation evidenced by this Note or secured by the Mortgage or any Related Agreements, (c) limit the right of Holder to name Maker as a party defendant in any action brought under this Note, the contrary contained hereinMortgage or any Related Agreements, any obligations of each CP Conduit Purchaser hereunder to any party hereto are solely the corporate obligations of such CP Conduit Purchaser and shall be payable at such time as funds are received by or are available to such CP Conduit Purchaser in excess of funds necessary to pay in full (d) prohibit Holder from pursuing all of its outstanding Commercial Paper andrights and remedies against any guarantor or surety, whether or not such guarantor or surety is a partner of Maker, (e) limit the personal liability of Maker or any shareholder of Maker, or any general partner of Maker to Holder for misappropriation or misapplication of funds, fraud, waste, willful misrepresentation, willful damage to the extent funds are not available Property, and failure to pay such obligationsreal estate taxes and/or assessments, or (f) preclude Holder from recovering from Maker and the claims relating thereto Indemnitors under that certain Environmental Indemnity Agreement of even date herewith. Notwithstanding the foregoing, Maker shall not constitute a claim against such CP Conduit Purchaser but shall continue be personally liable to accrue. Each party hereto agrees that Holder for the payment of principal due under this Note and the liabilities and obligations under the Mortgage and any claim Related Agreements in a maximum amount equal to (as defined in Section 101 of Title 11 i) the payment of the Bankruptcy Code) of any such party against a CP Conduit Purchaser shall be subordinated equivalent tenant rental obligation allocable to the payment tenant space Ag-Chem Equipment Co., Inc., (or its successors or assigns) leases in full the Property based on 46,214 square feet at an annual rental rate of all $11 per square foot ($42,362.83 per month) and (ii) the prorata operating expenses of its Commercial Paper. (b) No recourse under any obligation, covenant or agreement of any CP Conduit Purchaser contained herein shall be had against any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect Property allocable to such CP Conduit Purchaser or any of their Affiliates by the enforcement of any assessment or by any legal or equitable proceedingtenant space, by virtue of any statute or otherwise; it being expressly agreed and understood that this Supplement is solely a corporate obligation of such CP Conduit Purchaser individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of such CP Conduit Purchaser contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by such CP Conduit Purchaser of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution unexpired portion of this Supplement; PROVIDED that a lease term commencing no later than September 1, 2000 and expiring no earlier than October 1, 2012 and Holder shall have full recourse thereon against the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 shall survive termination of this SupplementMaker.

Limited Recourse. (a) Notwithstanding anything to the contrary contained hereinherein or otherwise in the Indenture, any the Series 2018-1 Notes are nonrecourse obligations solely of each CP Conduit Purchaser hereunder to any party hereto are solely the corporate obligations of such CP Conduit Purchaser Issuers and shall be payable at such time as funds are received only from the Collateral Pool. Upon the exhaustion of the Collateral included in the Collateral Pool, any liabilities of the Issuers hereunder shall be extinguished. Each Series 2018-1 Noteholder shall be deemed to have agreed, by or are available to such CP Conduit Purchaser in excess of funds necessary to pay in full all acceptance of its outstanding Commercial Paper andSeries 2018-1 Note, not to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against such CP Conduit Purchaser but shall continue to accrue. Each party hereto agrees that the payment file or join in filing any petition in bankruptcy or commence any similar proceeding in respect of any claim Issuer for a period of two (as defined in Section 101 of Title 11 of the Bankruptcy Code2) of any such party against a CP Conduit Purchaser shall be subordinated to the years and thirty-one (31) days following payment in full of all of its Commercial Paper. the Notes (bincluding the Series 2018-1 Notes) No recourse issued or co-issued by the Issuers under the Indenture. Notwithstanding the foregoing, the Indenture Trustee, on behalf of the Series 2018-1 Noteholders, shall have the right to enforce the liability and obligation of any obligationIssuer hereunder, by money judgment or otherwise, to the extent of any loss, damage, cost, expense, liability, claim or other obligation incurred by such Noteholders (including attorneys’ fees and costs reasonably incurred) arising out of or in connection with the following: (i) fraud or intentional misrepresentation by such Issuer in connection with the Series 2018-1 Notes, the Indenture and/or any other Transaction Documents; (ii) intentional acts constituting gross negligence or willful misconduct or bad faith of such Issuer; (iii) intentional destruction or waste of any Property by such Issuer; (iv) the breach of any representation, warranty, covenant or agreement indemnification provision in the Indenture or any other Transaction Document concerning Environmental Laws, Hazardous Substances or Asbestos; (v) the removal or disposal of any CP Conduit Purchaser contained herein shall be had against portion of any incorporatorProperty during the continuation of an Event of Default; (vi) the misapplication or conversion by such Issuer of (A) any Insurance Proceeds, stockholder(B) any Condemnation Proceeds, officer(C) any Monthly Lease Payments following an Event of Default, director(D) any Monthly Lease Payments paid more than one month in advance, employee (E) any premiums for any Property Insurance Policies required under the Property Management Agreement received by such Issuer from any third party or agent Tenant or (F) any funds received by such Issuer for payment of such CP Conduit Purchaser, its administrative agent, the Funding Agent Taxes or other charges that can create liens on any portion of any Property; or (vii) any security deposits (including letters of credit) collected with respect to such CP Conduit Purchaser or any of their Affiliates by Property which are not delivered to 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 Supplement is solely Indenture Trustee upon a corporate obligation foreclosure of such CP Conduit Purchaser individuallyProperty or other action in lieu thereof, except to the extent any such security deposits were applied in accordance with the terms and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates (solely by virtue of such capacity) or any of them under or by reason conditions of any of the obligations, covenants Leases prior to the occurrence of the Event of Default that gave rise to such sale or agreements of such CP Conduit Purchaser contained foreclosure or action in this Agreement, or implied therefrom, and that any and all personal liability for breaches by such CP Conduit Purchaser of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Supplement; PROVIDED that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 shall survive termination of this Supplementlieu thereof.

Limited Recourse. (a) Notwithstanding anything In the event that the direct or indirect assets of the Grantors are insufficient, after payment of all other claims, if any, ranking in priority to the contrary contained hereinclaims of the Collateral Agent or any Secured Party hereunder, any obligations of each CP Conduit Purchaser hereunder to any party hereto are solely the corporate obligations of such CP Conduit Purchaser and shall be payable at such time as funds are received by or are available to such CP Conduit Purchaser in excess of funds necessary to pay in full all such claims of its outstanding Commercial Paper andthe Collateral Agent or such Secured Party (as the case may be), to then the extent funds are not available to pay such obligations, Collateral Agent or the claims relating thereto Secured Party shall not constitute a have no further claim against such CP Conduit Purchaser but shall continue to accrue. Each party hereto agrees that the payment of any claim Grantors (as defined other than the Borrower) in Section 101 of Title 11 of the Bankruptcy Code) respect of any such party against unpaid amounts; provided that the foregoing limitation on recourse shall in no way limit the right of any Secured Party to enforce the obligations of ILFC as a CP Conduit Purchaser shall be subordinated to Guarantor Party set forth in Article 7 of the payment in full of all of its Commercial PaperCredit Agreement. (b) No To the extent permitted by applicable law, no recourse under any obligation, covenant or agreement of any CP Conduit Purchaser party contained herein in this Agreement shall be had against any incorporatorshareholder (not including any Grantor as a shareholder of any Pledged Equity Party hereunder), stockholderofficer or director of the relevant party as such, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of their Affiliates 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 Supplement Agreement is solely a corporate obligation of such CP Conduit Purchaser individually, the relevant party and that no personal liability whatever shall attach to or be incurred by the shareholders (not including any incorporatorGrantor as a shareholder of any other Grantor hereunder),officers or directors of the relevant party as such, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of such CP Conduit Purchaser relevant party contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by such CP Conduit Purchaser party of any of such obligations, covenants or agreements, either at common law or at equity, by statute or by statute, rule or regulationconstitution, of every such incorporatorshareholder (not including any Grantor as a shareholder of any Pledged Equity Party hereunder), stockholder, officer, director, employee officer or agent director is hereby expressly waived by the other parties as a condition of and in consideration for the execution of this Supplement; PROVIDED that Agreement. (c) The guarantees, obligations, liabilities and undertakings granted by any Pledged Equity Party organized under the foregoing shall not relieve laws of France under this Agreement and the other Loan Documents shall, for each relevant financial year, be, in any and all cases, strictly limited to 90% of the annual net margin generated by such Person from Pledged Equity Party or Pledged Equity Parties in connection with back-to-back leasing activities between it and any liability it might otherwise have as a result other Pledged Equity Party with respect to the lease of fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 shall survive termination of this SupplementPool Aircraft.

Limited Recourse. (a) Notwithstanding anything to any other provision of this Agreement or any other Transaction Document, each of the contrary contained herein, any parties hereto agrees that the respective obligations of each CP Conduit Purchaser hereunder to Lender under this Agreement or any party hereto other Transaction Document are solely the corporate obligations of such CP Conduit Purchaser and Lender and, in the case of obligations of each Conduit Lender other than Commercial Paper, shall be payable at such time as funds are received by or are available to such CP Conduit Purchaser Lender in excess of funds necessary to pay in full all of its outstanding Commercial Paper issued by such Conduit Lender and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against such CP Conduit Purchaser Lender but shall continue to accrue. Each party hereto agrees that the payment of any claim (as defined in Section 101 of Title 11 of the Bankruptcy Code) of any such party against a CP such Conduit Purchaser Lender shall be subordinated to the payment in full of all Commercial Paper of its Commercial Paper.such Conduit Lender (b) No Notwithstanding any other provision of this Agreement (including Section 37.22 (a)), each party hereto agrees and acknowledges with Regency that (i) it will only have recourse under any obligation, covenant or agreement in respect of any CP Conduit Purchaser contained herein amount, claim or obligation due or owing to it by Regency (the “Claims”) to the extent of available funds pursuant to Clause 10.5 of the Management Agreement and subject to the proviso in such Clause, which shall be had against any incorporatorapplied, stockholder, officer, director, employee or agent subject to and in accordance with the terms thereof and after all other prior ranking claims in respect thereof have been satisfied and discharged in full; (ii) following the application of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of their Affiliates by the funds following enforcement of any assessment or by any legal or equitable proceedingthe security interests created under the Regency Security Documents, by virtue subject to and in accordance with Clause 10.5 of any statute or otherwise; it being expressly agreed and understood that this Supplement is solely a corporate obligation of such CP Conduit Purchaser individuallythe Management Agreement, and that Regency will have no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any assets available for payment of its Affiliates (solely by virtue of such capacity) or any of them obligations under or by reason of any of the obligations, covenants or agreements of such CP Conduit Purchaser contained in Regency Security Documents and this Agreement other than as provided for pursuant to the Management Agreement, or implied therefrom, and that any and all personal liability for breaches by such CP Conduit Purchaser Claims will accordingly be extinguished to the extent of any shortfall; and (ii) the obligations of such obligationsRegency under the Regency Security Documents, covenants the Management Agreement and this Agreement will not be obligations or agreements, either at common law or at equityresponsibilities of, or by statuteguaranteed by, rule any other person or regulation, of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Supplement; PROVIDED that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by them. entity. (c) The provisions of this Section 11.5 37.22 shall survive termination of this SupplementAgreement.

Limited Recourse. (a) Notwithstanding anything in this Agreement to the contrary contained hereincontrary, any obligations the right of recourse of the Administrative Agent, the Lenders, each CP Conduit Purchaser hereunder to any party hereto are solely Affected Party and each other Indemnified Property under this Agreement and the corporate obligations of such CP Conduit Purchaser and Transaction Documents shall be payable at such time as limited to the Collateral, and the Borrower shall not be liable for amounts beyond the Collateral or to contribute additional funds are received by or are available to such CP Conduit Purchaser the Collateral in excess of funds necessary the event that the Collateral shall be insufficient fully to pay in full all any of its outstanding Commercial Paper andObligations under this Agreement or any of the Transaction Documents, to except that the extent funds are not available to pay such obligations, the claims relating thereto non-recourse provisions of this Section 15.16 shall not constitute a claim against such CP Conduit Purchaser but shall continue apply to accrue. Each party hereto agrees that the payment Obligations or Indemnified Amounts in any way arising solely out of any claim (as defined in Section 101 of Title 11 of the Bankruptcy Code) of any such party against a CP Conduit Purchaser shall be subordinated to the payment in full of all of its Commercial Paper.or relating solely to: (bi) No recourse under fraud or intentional misrepresentation by Borrower or any obligation, covenant or agreement of any CP Conduit Purchaser contained herein shall be had against any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent Loan Party with respect to such CP Conduit Purchaser this Agreement, the other Transaction Documents or any matter relating thereto; (ii) the breach of their Affiliates any representation, warranty or covenant regarding environmental laws, hazardous substances or asbestos made or deemed made by Borrower in this Agreement; (iii) during the continuance of an Event of Default, the intentional waste of any Collateral or removal or disposal of any portion of the Collateral, other than as expressly otherwise permitted by the enforcement of any assessment Transaction Documents; (iv) the misapplication or conversion by any legal or equitable proceeding, by virtue of Loan Party of: (x) any statute or otherwise; it being expressly agreed and understood that this Supplement is solely a corporate obligation of such CP Conduit Purchaser individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates (solely by virtue of such capacity) or any of them under or insurance proceeds paid by reason of any Casualty Event or any other loss, damage or destruction of any Collateral, (y) any awards or other amounts received in connection with the condemnation of all or any portion of the obligations, covenants or agreements of such CP Conduit Purchaser contained in this Agreement, or implied therefromCollateral, and that (z) during the continuance of an Event of Default, any and rents due or to become due on all personal liability for breaches by such CP Conduit Purchaser or any portion of the Collateral; (v) any unauthorized transfer, sale or additional encumbrance of any Collateral without the prior written consent of such obligations, covenants the Administrative Agent and each Lender; (vi) any Change in Control which constitutes an Event of Default; (vii) any Event of Bankruptcy of the Borrower or agreements, either at common law or at equity, or by statute, rule or regulation, any of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition the Guarantors; or (viii) any breach of and in consideration for the execution of this Supplement; PROVIDED that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 shall survive termination of this Supplement9.2.8.