Common use of Recourse Against Certain Parties Clause in Contracts

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or of any such administrator, as such, 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 the agreements of each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the Lenders, the Administrative Agent or the Lender Agents or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party Party, or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party Party, or of any such administrator, as such, 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 the agreements of each party hereto the Administrative Agent, the Purchaser Agents, or any Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, the Purchaser Agents, or any way such corporate obligations of such party)Secured Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the LendersAdministrative Agent, the Administrative Agent Purchaser Agents, or the Lender Agents any Secured Party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 13.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, officer, partner, member, manager, employee or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party or of any such administrator, as such, the Equityholder 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 the agreements of each party hereto the Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Equityholder contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate or limited liability company obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, the Borrower, the Collateral Manager, the Seller or the Equityholder, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder or any incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the LendersAdministrative Agent, any Secured Party, the Administrative Agent Borrower, the Collateral Manager, the Seller or the Lender Agents or of any such administrator, as such, or any of them, Equityholder under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder and each incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party or of any such administratorthe Equityholder, or any of them, for breaches by the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee, partner, member, manager or director of the Borrower, the Collateral Manager, the Seller or the Equityholder to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party or of any such administrator, as such, 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 the agreements of each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 11.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the Lenders, Lenders or the Administrative Agent or the Lender Agents or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party Party, or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party Party, or of any such administrator, as such, 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 the agreements of each party hereto the Administrative Agent, the Seller, the Servicer, the Originator or any Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate or limited liability company obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, the Seller, the Servicer, the Originator or any way such corporate obligations of such party)Secured Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the LendersAdministrative Agent, the Administrative Agent Seller, the Servicer, the Originator or the Lender Agents any Secured Party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 13.11(a) shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or of any such administrator, as such, 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 the agreements of each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 11.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the Lenders, the Lender Agents or the Administrative Agent or the Lender Agents or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lenders, or the Lender Agents or any Secured Party Credit Parties, as contained in this Agreement Agreement, the Credit Documents or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents Credit Parties or any Secured Party such party pursuant hereto or thereto or in connection herewith or therewith shall be had against any administrator of the Administrative Agent, the Lenders, or the Lender Agents or any Secured Party Credit Parties or any incorporator, affiliateAffiliate (direct or indirect), owner, member, partner, stockholder, officer, employee director, employee, agent or director attorney of the Administrative Agent, the Lenders, or the Lender Agents or any Secured Party Credit Parties or of any such administrator, as such, 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 the agreements of each party hereto the Administrative Agent, the Lenders or the Credit Parties contained in this Agreement Agreement, the Credit Documents and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or thereto or in connection herewith or therewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in any way such corporate obligations of such party)the Administrative Agent, the Lenders or the Credit Parties and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, Lenders or the Lender Agents or any Secured Party Credit Parties or any incorporator, owner, member, partner, stockholder, affiliateAffiliate (direct or indirect), officer, employee director, employee, agent or director attorney of the LendersAdministrative Agent, the Administrative Agent Lenders or the Lender Agents Credit Parties or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lenders, Lenders or the Lender Agents or any Secured Party Credit Parties contained in this Agreement Agreement, the Credit Documents or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lenders, Lenders or the Lender Agents or any Secured Party Credit Parties and each incorporator, owner, member, partner, stockholder, affiliateAffiliate (direct or indirect), officer, employee director, employee, agent or director attorney of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party Credit Parties or of any such administrator, or any of them, for breaches by the Administrative Agent, the Lenders, or the Lender Agents or any Secured Party Credit Parties of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section shall survive the termination of this Agreement and the payment in full of the Obligations.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, Borrower or the Lender Agents or any Secured Party pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, Borrower or the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the Lenders, Borrower or the Lender Agents or any Secured Party or of any such administrator, as such, 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 the agreements of each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, Borrower or the Lender Agents or any Secured Party pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 9.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, Borrower or the Lender Agents or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the Lenders, the Administrative Agent Borrower or the Lender Agents or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lenders, Borrower or the Lender Agents or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lenders, Borrower or the Lender Agents or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the Lenders, Borrower or the Lender Agents or any Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the Lenders, Borrower or the Lender Agents or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 9.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower or any Secured Party the Collateral Manager as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, officer, employee partner, employee, member, manager or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower or any Secured Party or of any such administrator, as such, the Collateral Manager 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 the agreements of each party hereto the Administrative Agent, any Secured Party, the Borrower or the Collateral Manager contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, the Borrower or the Collateral Manager, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Party Borrower, the Collateral Manager or any incorporator, stockholder, affiliate, officer, employee partner, employee, member, manager or director of the LendersAdministrative Agent, any Secured Party, the Administrative Agent Borrower or the Lender Agents or of any such administrator, as such, or any of them, Collateral Manager under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower or any Secured Party the Collateral Manager contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower or any Secured Party the Collateral Manager and each incorporator, stockholder, affiliate, officer, employee partner, employee, member, manager or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower or any Secured Party or of any such administratorthe Collateral Manager, or any of them, for breaches by the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower or any Secured Party the Collateral Manager of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that, the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee, member, manager or director of the Borrower or the Collateral Manager to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party or of any such administrator, as such, 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 the agreements of each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 11.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the Lenders, the Administrative Agent Note Purchaser or the Lender Agents Agent or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, member, officer, employee partner, employee, administrator, partner, organizer or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party or of any such administrator, as such, 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 the agreements of each party hereto the Administrative Agent, any Secured Party, or any Loan Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, or any Loan Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party, any Loan Party or any incorporator, stockholder, affiliate, officer, partner, employee or director of the LendersAdministrative Agent, the Administrative Agent or the Lender Agents or of any such administrator, as suchSecured Party, or any of them, Loan Party under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party and each incorporator, stockholder, affiliate, officer, partner, employee administrator, partner, organizer or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or of any such administratorLoan Party, or any of them, for breaches by the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee or director of any Loan Party to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or of any such administrator, as such, 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 the agreements of each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 11.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the Lenders, the Administrative Agent or the Lender Agents or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party party hereto as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or of any such administrator, as suchparty hereto, 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 the agreements of each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in any way such corporate obligations of such party)hereto, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the Lenders, the Administrative Agent or the Lender Agents or of any such administrator, as such, or any of them, party under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such party hereto contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or of any such administratorparty, or any of them, for breaches by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party party hereto of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. Notwithstanding the foregoing, the Lender shall not be deemed to have waived any legal rights which they may have and, to the extent of such rights, shall have recourse against any incorporator, affiliate, stockholder, officer, employee or director of the Borrowers to the extent of any loss, cost or expense incurred in whole or in part from any such Person’s (i) willful misconduct, fraud, theft, misappropriation of funds or criminal acts, (ii) intentional interference with the Lender’s Lien on the Collateral or rights with respect thereto, (iii) disposition of Collateral in violation of the terms of this Agreement, (iv) action in furtherance of an Insolvency Event with respect to any Borrower, (v) action in furtherance of the consolidation of the Borrower’s assets with the assets of any other Person or (vi) action in furtherance of the dissolution or liquidation of any Borrower.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lenders, the any Lender Agents or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Borrower or such Lender Agents or any Secured Party pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Borrower or such Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the Lenders, the Borrower or such Lender Agents or any Secured Party or of any such administrator, as such, 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 the agreements of each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents Borrower or any Secured Party Lender pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 9.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents Borrower or any Secured Party Lender or any incorporator, stockholder, affiliate, officer, employee or director of the Lenders, the Administrative Agent Borrower or the such Lender Agents or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lenders, the Borrower or such Lender Agents or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lenders, the Lender Agents Borrower or any Secured Party Lender and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the Lenders, the Borrower or such Lender Agents or any Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the Lenders, the Borrower or such Lender Agents or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 9.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lenders, the Lender Agents Lenders or any other Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents Lenders or any other Secured Party pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents Lenders or any other Secured Party or any incorporator, affiliate, stockholder, member, officer, employee partner, employee, administrator, partner, organizer or director of the Administrative Agent, the Lenders, the Lender Agents Lenders or any other Secured Party or of any such administrator, as such, 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 the agreements of each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents Lenders or any other Secured Party pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 11.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents Lenders or any other Secured Party or any incorporator, affiliate, stockholder, affiliatemember, officer, employee partner, employee, administrator, partner, organizer or director of the Lenders, the Administrative Agent Lenders or the Lender Agents Agent or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lenders, the Lender Agents Lenders or any other Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lenders, the Lender Agents Lenders or any other Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents Lenders or any other Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the Lenders, the Lender Agents Lenders or any other Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, Agent or the Lenders, the Lender Agents or any Secured Party Lenders as contained in this Agreement Guarantee, the Credit Documents or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such party pursuant hereto or thereto or in connection herewith or therewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party Lenders or any incorporator, affiliateAffiliate (direct or indirect), owner, member, partner, stockholder, officer, employee director, employee, agent or director attorney of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party Lenders or of any such administrator, as such, 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 the agreements of each party hereto the Administrative Agent and the Lenders contained in this Agreement Guarantee, the Credit Documents and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or thereto or in connection herewith or therewith are, in each case, solely the corporate obligations of such party (the Administrative Agent and nothing in this Section 12.09 shall be construed to diminish in any way such corporate obligations of such party), the Lenders and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party Lenders or any incorporator, owner, member, partner, stockholder, affiliateAffiliate (direct or indirect), officer, employee director, employee, agent or director attorney of the LendersAdministrative Agent, the Administrative Agent or the Lender Agents Lenders or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, Agent or the Lenders, the Lender Agents or any Secured Party Lenders contained in this Agreement Guarantee, the Credit Documents or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, Agent or the Lenders, the Lender Agents or any Secured Party Lenders and each incorporator, owner, member, partner, stockholder, affiliate, officer, employee director, employee, agent or director attorney of the Administrative Agent, Agent or the Lenders, the Lender Agents or any Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, Agent or the Lenders, the Lender Agents or any Secured Party Lenders of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this AgreementGuarantee. The provisions of this Section 34 shall survive the termination of this Guarantee.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, officer, employee partner, employee, member, manager or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party or of any such administrator, as such, the Equityholder 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 the agreements of each party hereto the Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Equityholder contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, the Borrower, the Collateral Manager, the Seller or the Equityholder, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder or any incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the LendersAdministrative Agent, any Secured Party, the Administrative Agent Borrower, the Collateral Manager, the Seller or the Lender Agents or of any such administrator, as such, or any of them, Equityholder under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder and each incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party or of any such administratorthe Equityholder, or any of them, for breaches by the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that, the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee, member, manager or director of the Borrower, the Collateral Manager, the Seller or the Equityholder to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lenders, the Lender Agents or any other Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or Agents, any other Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or Agents, any other Secured Party or of any such administrator, as such, 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 the agreements of each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any other Secured Party pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents or Agents, any other Secured Party Party, or any incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the Lenders, the Administrative Agent or the Lender Agents or any other Secured Party or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lenders, the Lender Agents or any other Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lenders, the Lender Agents or any other Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any other Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the Lenders, the Lender Agents or any other Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that the foregoing non-recourse provisions shall in no way affect any rights any Secured Party might have against any incorporator, affiliate, stockholder, officer, employee or director of the Borrower, any Borrower Advisor or the Collateral Custodian to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Collateral Agent, the Seller or any Secured Party the Equityholder as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, officer, partner, member, manager, employee or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Collateral Agent, the Seller or any Secured Party or of any such administrator, as such, the Equityholder 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 the agreements of each party hereto the Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Collateral Agent, the Seller or the Equityholder contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate or limited liability company obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, the Borrower, the Collateral Manager, the Collateral Agent, the Seller or the Equityholder, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Collateral Agent, the Seller or any Secured Party the Equityholder or any incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the LendersAdministrative Agent, any Secured Party, the Administrative Agent Borrower, the Collateral Manager, the Collateral Agent, the Seller or the Lender Agents or of any such administrator, as such, or any of them, Equityholder under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Collateral Agent, the Seller or any Secured Party the Equityholder contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Collateral Agent, the Seller or any Secured Party the Equityholder and each incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Collateral Agent, the Seller or any Secured Party or of any such administratorthe Equityholder, or any of them, for breaches by the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Collateral Agent, the Seller or any Secured Party the Equityholder of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee, partner, member, manager or director of the Borrower, the Collateral Manager, the Collateral Agent, the Seller or the Equityholder to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party party hereto as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or of any such administrator, as suchparty hereto, 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 the agreements of each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in any way such corporate obligations of such party)hereto, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the Lenders, the Administrative Agent or the Lender Agents or of any such administrator, as such, or any of them, party under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such party hereto contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or of any such administratorparty, or any of them, for breaches by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party party hereto of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. Notwithstanding the foregoing, the Administrative Agent and the Lenders shall not be deemed to have waived any legal rights which they may have and, to the extent of such rights, shall have recourse against any incorporator, affiliate, stockholder, officer, employee or director of Borrower or the initial Servicer, to the extent of any loss, cost or expense incurred in whole or in part from any such Person’s (i) willful misconduct; (ii) fraud; (iii) theft or misappropriation of funds; (iv) criminal acts; (v) intentional interference with the Administrative Agent’s Lien in the Collateral or rights with respect thereto (except pursuant to a court order or otherwise as required by applicable law); (vi) disposition of any Eligible Receivables or other Collateral in violation of the terms of this Agreement (except pursuant to a court order or otherwise as required by applicable law); (vii) filing, initiating or consenting to the filing of an involuntary petition under any chapter of the Bankruptcy Code with respect to the Borrower; (viii) violation of the separateness covenants of the Borrower set forth herein and/or the Borrower’s operating agreement resulting in the consolidation of the Borrower’s assets with the assets of any other Person; or (ix) voluntarily seeking, causing or taking any action to effect a dissolution or liquidation of the Borrower.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, including the payment of any fees or any other obligations) of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, member, officer, employee partner, employee, administrator, partner, organizer or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party or of any such administrator, as such, 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 the agreements of each party hereto the Administrative Agent, any Secured Party, or any Loan Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, or any Loan Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party, any Loan Party or any incorporator, stockholder, affiliate, officer, partner, employee or director of the LendersAdministrative Agent, the Administrative Agent or the Lender Agents or of any such administrator, as suchSecured Party, or any of them, Loan Party under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party and each incorporator, stockholder, affiliate, officer, partner, employee administrator, partner, organizer or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or of any such administratorLoan Party, or any of them, for breaches by the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee or director of any Loan Party to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party party hereto as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or of any such administrator, as suchparty hereto, 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 the agreements of each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in any way such corporate obligations of such party)hereto, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the Lenders, the Administrative Agent or the Lender Agents or of any such administrator, as such, or any of them, party under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such party hereto contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or of any such administratorparty, or any of them, for breaches by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party party hereto of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. Notwithstanding the foregoing, the Administrative Agent and the Lenders shall not be deemed to have waived any legal rights which they may have and, to the extent of such rights, shall have recourse against any incorporator, affiliate, stockholder, officer, employee or director of Borrower, initial Servicer, Originator or Guarantor to the extent of any loss, cost or expense incurred in whole or in part from any such Person’s (A) willful misconduct; (B) fraud; (C) theft or misappropriation of funds; (D) criminal acts; (E) intentional interference with the Administrative Agent’s Lien in the Collateral or rights with respect thereto; (F) disposition of any Eligible Loans or other Collateral in violation of the terms of this Agreement; (G) action in furtherance of an Insolvency Event with respect to the Borrower; (H) action in furtherance of the consolidation of the Borrower’s assets with the assets of any other Person; or (I) action in furtherance of the dissolution or liquidation of the Borrower.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party Party, or any incorporator, affiliateAffiliate, stockholder, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party Party, or of any such administrator, as such, 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 the agreements of each party hereto the Administrative Agent or any Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent or any way such corporate obligations of such party)Secured Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party or any incorporator, stockholder, affiliateAffiliate, officer, employee or director of the Lenders, the Administrative Agent or the Lender Agents any Secured Party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party and each incorporator, stockholder, affiliateAffiliate, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 13.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of any of the Administrative AgentIssuer, the LendersServicer, VFCC, any Purchaser or the Lender Agents or any Secured Party Deal Agent as contained in this Agreement the Deal Documents or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such party or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such party or of any such administrator, as such, 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 IT BEING EXPRESSLY AGREED AND UNDERSTOOD that the agreements of each such party hereto contained in this Agreement the Deal Documents and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing party, PROVIDED THAT, in this Section 12.09 the case of VFCC, such liabilities shall be construed paid only after the repayment in full of all Commercial Paper and all other liabilities contemplated in the program documents with respect to diminish in any way such corporate obligations of such party)VFCC, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such party or any incorporator, stockholder, affiliate, officer, employee or director of the Lenders, the Administrative Agent or the Lender Agents such party or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such Purchaser contained in this Agreement the Deal Documents or in any other such instrumentsinstrument, documents document or agreementsagreement, or which are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such party or of any such administrator, or any of them, for breaches by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such party of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of of, and in consideration for for, the execution of this Agreementthe Deal Documents.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, officer, partner, member, manager, employee or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party or of any such administrator, as such, the Equityholder 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 the agreements of each party hereto the Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Equityholder contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate or limited liability company obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, the Borrower, the Collateral Manager, the Seller or the Equityholder, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder or any incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the LendersAdministrative Agent, any Secured Party, the Administrative Agent Borrower, the Collateral Manager, the Seller or the Lender Agents or of any such administrator, as such, or any of them, Equityholder under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder and each incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party or of any such administratorthe Equityholder, or any of them, for breaches by the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that the foregoing non‑recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee, partner, member, manager or director of the Borrower, the Collateral Manager, the Seller or the Equityholder to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of any of the Administrative AgentIssuer, the LendersServicer, Sheffield, any Purchaser or the Lender Agents or any Secured Party Deal Agent as contained in this Agreement the Series 2002-1 Transaction Documents or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such party or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such party or of any such administrator, as such, 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 the agreements of each such party hereto contained in this Agreement the Series 2002-1 Transaction Documents and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing party, provided that in this Section 12.09 the case of Sheffield, such liabilities shall be construed paid only after the repayment in full of all Commercial Paper Notes and all other liabilities contemplated in the program documents with respect to diminish in any way such corporate obligations of such party)Sheffield, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such party or any incorporator, stockholder, affiliate, officer, employee or director of the Lenders, the Administrative Agent or the Lender Agents such party or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such Purchaser contained in this Agreement the Series 2002-1 Transaction Documents or in any other such instrumentsinstrument, documents document or agreementsagreement, or which are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such party or of any such administrator, or any of them, for breaches by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such party of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of of; and in consideration for for, the execution of this Agreementthe Series 2002-1 Transaction Documents.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, including the payment of any fees or any other obligations) of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured FS/KKR Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, member, officer, employee partner, employee, administrator, partner, organizer or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured FS/KKR Party or of any such administrator, as such, 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 the agreements of each party hereto the Administrative Agent, any Secured Party, or any FS/KKR Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, or any FS/KKR Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party, any FS/KKR Party or any incorporator, stockholder, affiliate, officer, partner, employee or director of the LendersAdministrative Agent, the Administrative Agent or the Lender Agents or of any such administrator, as suchSecured Party, or any of them, FS/KKR Party under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured FS/KKR Party contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured FS/KKR Party and each incorporator, stockholder, affiliate, officer, partner, employee administrator, partner, organizer or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or of any such administratorFS/KKR Party, or any of them, for breaches by the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured FS/KKR Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee or director of any FS/KKR Party to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, including without limitation, limitation the payment of any fees or any other obligations) of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party or of any such administrator, as such, 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 the agreements of each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 11.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the Lenders, Lender or the Administrative Agent or the Lender Agents or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lenders, Lenders or the Lender Agents or any Secured Party Guarantor as contained in this Agreement Guaranty, the Credit Documents or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents Guarantor or any Secured Party such party pursuant hereto or thereto or in connection herewith or therewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party Guarantor or any incorporator, affiliateAffiliate (direct or indirect), owner, member, partner, stockholder, officer, employee director, employee, agent or director attorney of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party Guarantor or of any such administrator, as such, 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 the agreements of each party hereto the Administrative Agent, the Lenders and the Guarantor contained in this Agreement Guaranty, the Credit Documents and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or thereto or in connection herewith or therewith are, in each case, solely the corporate obligations of such party (the Administrative Agent, the Lenders and nothing in this Section 12.09 shall be construed to diminish in any way such corporate obligations of such party), the Guarantor and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party Guarantor or any incorporator, owner, member, partner, stockholder, affiliateAffiliate (direct or indirect), officer, employee director, employee, agent or director attorney of the Administrative Agent, the Lenders, the Administrative Agent or the Lender Agents Guarantor or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lenders, Lenders or the Lender Agents or any Secured Party Guarantor contained in this Agreement Guaranty, the Credit Documents or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lenders, any other Credit Party or the Lender Agents or any Secured Party Guarantor and each incorporator, owner, member, partner, stockholder, affiliate, officer, employee director, employee, agent or director attorney of the Administrative Agent, the Lenders, any other Credit Party or the Lender Agents or any Secured Party Guarantor, or of any such administrator, or any of them, for breaches by the Administrative Agent, the Lenders, any other Credit Party or the Lender Agents or any Secured Party Guarantor of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this AgreementGuaranty. The provisions of this Section 32 shall survive the termination of this Guaranty.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or of any such administrator, as such, 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 the agreements of each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the Lenders, the Administrative Agent or the 155 Lender Agents or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager or any Secured Party the Equityholder as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, officer, partner, member, manager, employee or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager or any Secured Party or of any such administrator, as such, the Equityholder 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 the agreements of each party hereto the Administrative Agent, any Secured Party, the Borrower, the Collateral Manager or the Equityholder contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate or limited liability company obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, the Borrower, the Collateral Manager or the Equityholder, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager or any Secured Party the Equityholder or any incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the LendersAdministrative Agent, any Secured Party, the Administrative Agent Borrower, the Collateral Manager or the Lender Agents or of any such administrator, as such, or any of them, Equityholder under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager or any Secured Party the Equityholder contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager or any Secured Party the Equityholder and each incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager or any Secured Party or of any such administratorthe Equityholder, or any of them, for breaches by the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager or any Secured Party the Equityholder of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee, partner, member, manager or director of the Borrower, the Collateral Manager or the Equityholder to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lenders, the Lender Agents or any other Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or Agents, any other Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or Agents, any other Secured Party or of any such administrator, as such, 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 the agreements of each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any other Secured Party pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents or Agents, any other Secured Party Party, or any incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the Lenders, the Administrative Agent or the Lender Agents or any other Secured Party or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lenders, the Lender Agents or any other Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lenders, the Lender Agents or any other Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any other Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the Lenders, the Lender Agents or any other Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, including the payment of any fees or any other obligations) of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, member, officer, employee partner, employee, administrator, partner, organizer or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party or of any such administrator, as such, 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 the agreements of each party hereto the Administrative Agent, any Secured Party, or any Loan Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, or any Loan Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party, any Loan Party or any incorporator, stockholder, affiliate, officer, partner, employee or director of the LendersAdministrative Agent, the Administrative Agent or the Lender Agents or of any such administrator, as suchSecured Party, or any of them, Loan Party under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party and each incorporator, stockholder, affiliate, officer, partner, employee administrator, partner, organizer or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or of any such administratorLoan Party, or any of them, for breaches by the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that the foregoing non-recourse provisions shall in no way affect any rights the Administrative Agent, any Loan Party or any Secured Party has against any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, any Loan Party or any Secured Party to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, Purchaser or the Lenders, the Lender Agents or any Secured Party Guarantor as contained in this Agreement Agreement, the Repurchase Documents or any other agreement, instrument or document entered into by the Administrative Agent, Purchaser or the Lenders, the Lender Agents or Guarantor any Secured Party such party pursuant hereto or thereto or in connection herewith or therewith shall be had against any administrator of the Administrative Agent, Purchaser or the Lenders, the Lender Agents or any Secured Party Guarantor or any incorporator, affiliateAffiliate (direct or indirect), owner, member, partner, stockholder, officer, employee director, employee, agent or director attorney of the Administrative Agent, Purchaser or the Lenders, the Lender Agents or any Secured Party Guarantor or of any such administrator, as such, 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 the agreements of each party hereto the Purchaser or the Guarantor contained in this Agreement Agreement, the Repurchase Documents and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or thereto or in connection herewith or therewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in any way such corporate obligations of such party)the Purchaser or the Guarantor, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, Purchaser or the Lenders, the Lender Agents or any Secured Party Guarantor or any incorporator, owner, member, partner, stockholder, affiliateAffiliate (direct or indirect), officer, employee director, employee, agent or director attorney of the Lenders, the Administrative Agent Purchaser or the Lender Agents Guarantor, or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, Purchaser or the Lenders, the Lender Agents or any Secured Party Guarantor contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, Purchaser or the Lenders, the Lender Agents or any Secured Party Guarantor and each incorporator, owner, member, partner, stockholder, affiliateAffiliate (direct or indirect), officer, employee director, employee, agent or director attorney of the Administrative AgentPurchaser or the Guarantor, the Lenders, the Lender Agents or any Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, Purchaser or the Lenders, the Lender Agents or any Secured Party Guarantor of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 13.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant covenant, duty or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Deal Agent, the LendersPurchaser, any Secured Party, any Affected Party, the Lender Agents Seller or any Secured Party the Guarantor as contained in this Agreement Agreement, the Repurchase Documents or any other agreement, instrument or document entered into by the Administrative AgentPurchaser, any Secured Party, any Affected Party, the LendersSeller, the Lender Agents Guarantor or any Secured Party such party pursuant hereto or thereto or in connection herewith or therewith shall be had against any administrator of the Administrative Deal Agent, the LendersPurchaser, any Secured Party, any Affected Party, the Lender Agents Seller or any Secured Party the Guarantor or any incorporator, affiliateAffiliate (direct or indirect), owner, member, partner, stockholder, officer, employee director, employee, agent or director attorney of the Administrative Deal Agent, the LendersPurchaser, any Secured Party, any Affected Party, the Lender Agents Seller or any Secured Party the Guarantor or of any such administrator, as such, 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 Master Repurchase Agreement (VFCC and Arbor) 104 understood that the agreements of each party hereto of the Deal Agent, the Purchaser, the Secured Parties, the Affected Parties, the Seller and the Guarantor contained in this Agreement Agreement, the Repurchase Documents and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or thereto or in connection herewith or therewith are, in each case, solely the corporate obligations of such party (the Deal Agent, the Purchaser, the Secured Parties, the Affected Parties, the Seller and nothing in this Section 12.09 shall be construed to diminish in any way such corporate obligations of such party)the Guarantor, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Deal Agent, the LendersPurchaser, the Lender Agents Secured Parties, the Affected Parties, the Seller or any Secured Party the Guarantor or any incorporator, owner, member, partner, stockholder, affiliateAffiliate (direct or indirect), officer, employee director, employee, agent or director attorney of the LendersDeal Agent, the Administrative Agent Purchaser, the Secured Parties, the Affected Parties, the Seller or the Lender Agents Guarantor, or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, duties, covenants or agreements of the Administrative Deal Agent, the LendersPurchaser, the Lender Agents Secured Parties, the Affected Parties, the Seller or any Secured Party the Guarantor contained in this Agreement Agreement, the Repurchase Documents or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Deal Agent, the LendersPurchaser, any Secured Party, any Affected Party, the Lender Agents Seller or any Secured Party the Guarantor and each incorporator, owner, member, partner, stockholder, affiliateAffiliate (direct or indirect), officer, employee director, employee, agent or director attorney of the Administrative Deal Agent, the LendersPurchaser, the Lender Agents Secured Parties, the Affected Parties, the Seller or any Secured Party the Guarantor, or of any such administrator, or any of them, for breaches by the Administrative Deal Agent, the LendersPurchaser, the Lender Agents Secured Parties, the Affected Parties, the Seller or any Secured Party the Guarantor of any such obligations, duties, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 13.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party or of any such administrator, as such, by the enforcement of any assessment or by any legal 134 or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 11.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the Lenders, the Administrative Agent Note Purchaser or the Lender Agents Agent or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower or any Secured Party the Collateral Manager as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, officer, partner, member, manager, employee or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower or any Secured Party or of any such administrator, as such, the Collateral Manager 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 the agreements of each party hereto the Administrative Agent, any Secured Party, the Borrower or the Collateral Manager contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate or limited liability company obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, the Borrower or the Collateral Manager, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Party Borrower, the Collateral Manager or any incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the LendersAdministrative Agent, any Secured Party, the Administrative Agent Borrower or the Lender Agents or of any such administrator, as such, or any of them, Collateral Manager under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower or any Secured Party the Collateral Manager contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower or any Secured Party the Collateral Manager and each incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower or any Secured Party or of any such administratorthe Collateral Manager, or any of them, for breaches by the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower or any Secured Party the Collateral Manager of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee, partner, member, manager or director of the Borrower or the Collateral Manager to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the LendersCollateral Agent, the Lender Agents or Document Custodian, any Secured Party Party, the Borrower, the Collateral Manager, the Seller or the Equityholder as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, officer, employee partner, employee, member, manager or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party or of any such administrator, as such, the Equityholder 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 the agreements of each party hereto the Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Equityholder contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, the Borrower, the Collateral Manager, the Seller or the Equityholder, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder or any incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the LendersAdministrative Agent, any Secured Party, the Administrative Agent Borrower, the Collateral Manager, the Seller or the Lender Agents or of any such administrator, as such, or any of them, Equityholder under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder and each incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party or of any such administratorthe Equityholder, or any of them, for breaches by the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.; provided that, the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee, member, manager or director of the Borrower, the Collateral Manager, the Seller or the Equityholder to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person. 156

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party Party, or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party Party, or of any such administrator, as such, 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 the agreements of each party hereto the Administrative Agent, the Seller, the Servicer, the Originator or any Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate or limited liability company obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, the Seller, the Servicer, the Originator or any way such corporate obligations of such party)Secured Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the LendersAdministrative Agent, the Administrative Agent Seller, the Servicer, the Originator or the Lender Agents any Secured Party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.138

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party Party, or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party Party, or of any such administrator, as such, 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 the agreements of each party hereto the Administrative Agent, the Purchaser Agents, or any Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, the Purchaser Agents, or any way such corporate obligations of such party)Secured Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the LendersAdministrative Agent, the Administrative Agent Purchaser Agents, or the Lender Agents any Secured Party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party of any such obligations, covenants or agreements, which 153 liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 13.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party Party, or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party Party, or of any such administrator, as such, 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 the agreements of each party hereto the Administrative Agent, the Seller, the Servicer, the Originator or any Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate or limited liability company obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, the Seller, the Servicer, the Originator or any way such corporate obligations of such party)Secured Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the LendersAdministrative Agent, the Administrative Agent Seller, the Servicer, the Originator or the Lender Agents any Secured Party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the LendersSeller, the Lender Agents Servicer, 149 the Originator or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 13.11(a) shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party as contained in this Agreement or any other 136 agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party Party, or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party Party, or of any such administrator, as such, 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 the agreements of each party hereto the Administrative Agent, the Seller, the Servicer, the Originator or any Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate or limited liability company obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, the Seller, the Servicer, the Originator or any way such corporate obligations of such party)Secured Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the LendersAdministrative Agent, the Administrative Agent Seller, the Servicer, the Originator or the Lender Agents any Secured Party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 13.11(a) shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Transferor or any Secured Party the Servicer as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such Person or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Transferor or any Secured Party the Servicer or of any such administrator, as such, 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 the agreements of each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Transferor or any Secured Party the Servicer pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 11.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such Person or any incorporator, stockholder, affiliate, officer, employee or director of the Lenders, the Administrative Agent or the Lender Agents or of any such administrator, as such, or any of themPerson, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Transferor or any Secured Party the Servicer contained in this Agreement or in any other such instruments, documents or agreements, or are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such Person and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such Person or of any such administrator, or any of them, for breaches by the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Transferor or any Secured Party the Servicer of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. Without limitation of the foregoing, no recourse shall be had for the payment of Advances by the Borrower against the Transferor, the Servicer, or any Affiliate, shareholder, manager, officer, director, employee or member of the Borrower, the Transferor, the Servicer or their respective successors or assigns.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents any such Person or any Secured Party or any AmericasActive:18709990.5 incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party or of any such administrator, as such, 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 the agreements of each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 11.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such Person or any incorporator, stockholder, affiliate, officer, employee or director of the Lenders, the Administrative Agent or the Lender Agents or of any such administrator, as such, or any of themPerson, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such Person and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such Person or of any such administrator, or any of them, for breaches by the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the 152 Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party Party, or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party or of any such administrator, as suchParty, 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 the agreements of each party hereto the Administrative Agent, the Purchaser Agents, or any Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, the Purchaser Agents, or any way such corporate obligations of such party)Secured Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the LendersAdministrative Agent, the Administrative Agent or the Lender Agents or of any such administrator, as suchPurchaser Agents, or any of them, Secured Party under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party or of any such administratorParty, or any of them, for breaches by the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or of any such administrator, as such, 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 the agreements of each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the Lenders, the Administrative Agent or the Lender Agents or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.. 172 DMSLIBRARY01\32370595.v1

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, including without limitation, limitation the payment of any fees or any other obligations) of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party or of any such administrator, as such, 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 the agreements of each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 11,09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the Lenders, Lender or the Administrative Agent or the Lender Agents or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, member, officer, employee partner, employee, administrator, partner, organizer or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party or of any such administrator, as such, 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 the agreements of each party hereto the Administrative Agent, any Secured Party, or any Loan Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, or any Loan Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party, any [Investcorp] Loan and Security Agreement Loan Party or any incorporator, stockholder, affiliate, officer, partner, employee or director of the LendersAdministrative Agent, the Administrative Agent or the Lender Agents or of any such administrator, as suchSecured Party, or any of them, Loan Party under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party and each incorporator, stockholder, affiliate, officer, partner, employee administrator, partner, organizer or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or of any such administratorLoan Party, or any of them, for breaches by the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee or director of any Loan Party to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Loan Parties or any Secured Party the Collateral Manager as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it USActive 56057294.10 pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, officer, partner, employee or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Loan Parties or any Secured Party or of any such administrator, as such, the Collateral Manager 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 the agreements of each party hereto the Administrative Agent, any Secured Party, the Loan Parties or the Collateral Manager contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, the Loan Parties or the Collateral Manager, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Party Loan Parties, the Collateral Manager or any incorporator, stockholder, affiliate, officer, partner, employee or director of the LendersAdministrative Agent, any Secured Party, the Administrative Agent Loan Parties or the Lender Agents or of any such administrator, as such, or any of them, Collateral Manager under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Loan Parties or any Secured Party the Collateral Manager contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Loan Parties or any Secured Party the Collateral Manager and each incorporator, stockholder, affiliate, officer, partner, employee or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Loan Parties or any Secured Party or of any such administratorthe Collateral Manager, or any of them, for breaches by the Administrative Agent, the Lendersany Secured Party, the Lender Agents Loan Parties or any Secured Party the Collateral Manager of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that, the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee or director of the Loan Parties or the Collateral Manager to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of any Lender or the Administrative Agent, the Lenders, the Lender Agents or any Secured Party Agent as contained in this Agreement or any other agreement, instrument or document entered into by any Lender or the Administrative Agent, the Lenders, the Lender Agents or any Secured Party Agent pursuant hereto or in connection herewith shall be had against any administrator of any Lender or the Administrative Agent, the Lenders, the Lender Agents or any Secured Party Agent or any incorporator, affiliate, stockholder, officer, employee or director of any Lender or the Administrative Agent, the Lenders, the Lender Agents or any Secured Party Agent or of any such administrator, as such, 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 the agreements of each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, Lenders or the Lenders, the Lender Agents or any Secured Party Agent pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 10.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of any Lender or the Administrative Agent, the Lenders, the Lender Agents or any Secured Party Agent or any incorporator, stockholder, affiliate, officer, employee or director of the Lenders, the Administrative Agent any Lender or the Lender Agents Agent or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of any Lender or the Administrative Agent, the Lenders, the Lender Agents or any Secured Party Agent contained in this Agreement or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of every such administrator of any Lender or the Administrative Agent, the Lenders, the Lender Agents or any Secured Party Agent and each incorporator, stockholder, affiliate, officer, employee or director of any Lender or the Administrative Agent, the Lenders, the Lender Agents or any Secured Party Agent or of any such administrator, or any of them, for breaches by any Lender or the Administrative Agent, the Lenders, the Lender Agents or any Secured Party Agent of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 10.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, officer, employee partner, employee, member, manager or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party or of any such administrator, as such, the Equityholder 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 the agreements of each party hereto the Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Equityholder contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely USActive 55525956.12 124 the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, the Borrower, the Collateral Manager, the Seller or the Equityholder, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder or any incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the LendersAdministrative Agent, any Secured Party, the Administrative Agent Borrower, the Collateral Manager, the Seller or the Lender Agents or of any such administrator, as such, or any of them, Equityholder under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder and each incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party or of any such administratorthe Equityholder, or any of them, for breaches by the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that, the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee, member, manager or director of the Borrower, the Collateral Manager, the Seller or the Equityholder to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Seller or any Secured Party the Collateral Administrator as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, officer, partner, employee or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Seller or any Secured Party or of any such administrator, as such, the Collateral Administrator by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it 110 being expressly agreed and understood that the agreements of each party hereto the Administrative Agent, any Secured Party, the Borrower, the Seller or the Collateral Administrator contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, the Borrower, the Seller or the Collateral Administrator, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Party Borrower, the Seller, the Collateral Administrator or any incorporator, stockholder, affiliate, officer, partner, employee or director of the LendersAdministrative Agent, any Secured Party, the Administrative Agent Borrower, the Seller or the Lender Agents or of any such administrator, as such, or any of them, Collateral Administrator under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Seller or any Secured Party the Collateral Administrator contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Seller or any Secured Party the Collateral Administrator and each incorporator, stockholder, affiliate, officer, partner, employee or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Seller or any Secured Party or of any such administratorthe Collateral Administrator, or any of them, for breaches by the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Seller or any Secured Party the Collateral Administrator of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee or director of the Borrower, the Seller or the Collateral Administrator to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lenders, the Lender Agents or any other Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any other Secured Party Party, or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any other Secured Party or of any such administrator, as suchParty, 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 the agreements of each party hereto the Administrative Agent, the Lenders, or any other Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, the Lenders, or any way such corporate obligations of such party)other Secured Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents or any other Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the LendersAdministrative Agent, the Administrative Agent or the Lender Agents or of any such administrator, as suchLenders, or any of them, other Secured Party under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lenders, the Lender Agents Lenders or any other Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lenders, the Lender Agents or any other Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any other Secured Party or of any such administratorParty, or any of them, for breaches by the Administrative Agent, the Lenders, the Lender Agents or any other Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.. 105

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party Party, or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party Party, or of any such administrator, as such, 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 the agreements of each party hereto the Administrative Agent, the Purchaser Agents, or any Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, the Purchaser Agents, or any way such corporate obligations of such party)Secured Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the LendersAdministrative Agent, the Administrative Agent Purchaser Agents, or the Lender Agents any Secured Party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.. The provisions of this Section 13.11 shall survive the termination of this Agreement. 138

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any manager or administrator of the Administrative Agent, the Lenders, the Lender Agents or any such Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any such Secured Party or of any such manager or administrator, as such, 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 the agreements of each party hereto such Secured Party contained in this Agreement ---------- and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in any way such corporate obligations of such party)Secured Party, and that no personal liability whatsoever shall attach to or be incurred by any manager or administrator of the Administrative Agent, the Lenders, the Lender Agents or any such Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the Lenders, the Administrative Agent or the Lender Agents such Secured Party or of any such manager or administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lenders, the Lender Agents or any such Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of every such manager or administrator of the Administrative Agent, the Lenders, the Lender Agents or any such Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any such Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the Lenders, the Lender Agents or any such Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party Party, or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party or of any such administrator, as suchParty, 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 the agreements of each party hereto the Administrative Agent, the Purchaser Agents, or any Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, the Purchaser Agents, or any way such corporate obligations of such party)Secured Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the LendersAdministrative Agent, the Administrative Agent or the Lender Agents or of any such administrator, as suchPurchaser Agents, or any of them, Secured Party under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party or of any such administratorParty, or any of them, for breaches by the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lendersany Secured Party, any Loan Party, the Lender Agents Servicer, the Seller or any Secured Party the Equityholder as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, officer, partner, member, manager, employee or director of the Administrative Agent, the Lendersany Secured Party, any Loan Party, the Lender Agents Servicer, the Seller or any Secured Party or of any such administrator, as such, the Equityholder 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 the agreements of each party hereto the Administrative Agent, any Secured Party, any Loan Party, the Servicer, the Seller or the Equityholder contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate or limited liability company obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, the Loan Parties, the Servicer, the Seller or the Equityholder, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Loan Parties, the Servicer, the Seller or any Secured Party the Equityholder or any incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the LendersAdministrative Agent, any Secured Party, the Administrative Agent Loan Parties, the Servicer, the Seller or the Lender Agents or of any such administrator, as such, or any of them, Equityholder under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Loan Parties, the Servicer, the Seller or any Secured Party the Equityholder contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Loan Parties, the Servicer, the Seller or any Secured Party the Equityholder and each incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Loan Parties, the Servicer, the Seller or any Secured Party or of any such administratorthe Equityholder, or any of them, for breaches by the Administrative Agent, the Lendersany Secured Party, the Lender Agents Loan Parties, the Servicer, the Seller or any Secured Party the Equityholder of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee, partner, member, manager or director of any Loan Party, the Servicer, the Seller or the Equityholder to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person.

Recourse Against Certain Parties. (a) a. No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, including the payment of any fees or any other obligations) of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, member, officer, employee partner, employee, administrator, partner, organizer or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party or of any such administrator, as such, 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 the agreements of each party hereto the Administrative Agent, any Secured Party, or any Loan Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, or any Loan Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party, any Loan Party or any incorporator, stockholder, affiliate, officer, partner, employee or director of the LendersAdministrative Agent, the Administrative Agent or the Lender Agents or of any such administrator, as suchSecured Party, or any of them, Loan Party under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party and each incorporator, stockholder, affiliate, officer, partner, employee administrator, partner, organizer or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or of any such administratorLoan Party, or any of them, for breaches by the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee or director of any Loan Party to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, member, officer, employee partner, employee, administrator, partner, organizer or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party or of any such administrator, as such, 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 the agreements of each party hereto the Administrative Agent, any Secured Party, or any Loan Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, or any Loan Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party, any Loan Party or any incorporator, stockholder, affiliate, officer, partner, employee or director of the LendersAdministrative Agent, the Administrative Agent or the Lender Agents or of any such administrator, as suchSecured Party, or any of them, Loan Party under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party and each incorporator, stockholder, affiliate, officer, partner, employee administrator, partner, organizer or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or of any such administratorLoan Party, or any of them, for breaches by the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that the foregoing non-recourse provisions shall in no [Investcorp] Loan and Security Agreement way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee or director of any Loan Party to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, Purchaser or the Lenders, the Lender Agents or any Secured Party Guarantor as contained in this Agreement Agreement, the Repurchase Documents or any other agreement, instrument or document entered into by the Administrative Agent, Purchaser or the Lenders, the Lender Agents or Guarantor any Secured Party such party pursuant hereto or thereto or in connection herewith or therewith shall be had against any administrator of the Administrative Agent, Purchaser or the Lenders, the Lender Agents or any Secured Party Guarantor or any incorporator, affiliateAffiliate (direct or indirect), owner, member, partner, stockholder, officer, employee director, employee, agent or director attorney of the Administrative Agent, Purchaser or the Lenders, the Lender Agents or any Secured Party Guarantor or of any such administrator, as such, 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 the agreements of each party hereto the Purchaser or the Guarantor contained in this Agreement Agreement, the Repurchase Documents and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or thereto or in connection herewith or therewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in any way such corporate obligations of such party)the Purchaser or the Guarantor, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, Purchaser or the Lenders, the Lender Agents or any Secured Party Guarantor or any incorporator, owner, member, partner, stockholder, affiliateAffiliate (direct or indirect), officer, employee director, employee, agent or director attorney of the Lenders, the Administrative Agent Purchaser or the Lender Agents Guarantor, or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, Purchaser or the Lenders, the Lender Agents or any Secured Party Guarantor contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, Purchaser or the Lenders, the Lender Agents or any Secured Party Guarantor and each incorporator, owner, member, partner, stockholder, affiliateAffiliate (direct or indirect), officer, employee director, employee, agent or director attorney of the Administrative AgentPurchaser or the Guarantor, the Lenders, the Lender Agents or any Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, Purchaser or the Lenders, the Lender Agents or any Secured Party Guarantor of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for 103 the execution of this Agreement. The provisions of this Section 13.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party Party, or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party Party, or of any such administrator, as such, 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 the agreements of each party hereto the Administrative Agent, the Seller, the Servicer, the Originator or any Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate or limited liability company obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, the Seller, the Servicer, the Originator or any way such corporate obligations of such party)Secured Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the LendersAdministrative Agent, the Administrative Agent Seller, the Servicer, the Originator or the Lender Agents any Secured Party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, 134 the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 13.11(a) shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, including the payment of any fees or any other obligations) of each Agent, the Administrative Agent, the Lendersany Secured Party, the Lender Agents Backup Servicer, the Paying Agent, the Image File Custodian, the Servicer, the Subservicers, any First Heritage Entity, the Borrower Loan Trustee or any Secured Party the Borrower as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any manager or administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such Person or any incorporator, affiliateAffiliate, stockholder, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such Person or of any such manager or administrator, as such, 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 the agreements of each party hereto the Agents, the Administrative Agent, any Secured Party, the Backup Servicer, the Paying Agent, the Servicer, the Subservicers, any First Heritage Entity, the Borrower Loan Trustee, the Borrower and the Image File Custodian contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in any way such corporate obligations of such party)Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such Person or any incorporator, stockholder, affiliateAffiliate, officer, employee or director of the Lenders, the Administrative Agent or the Lender Agents such Person or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such Person contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such Person and each incorporator, stockholder, affiliateAffiliate, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such Person or of any such administrator, or any of them, for breaches by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such Person of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any manager or administrator of the Administrative Agent, the Lenders, the Lender Agents or any such Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any such Secured Party or of any such manager or administrator, as such, 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 IT BEING EXPRESSLY AGREED AND UNDERSTOOD that the agreements of each party hereto such Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in any way such corporate obligations of such party)Secured Party, and that no personal liability whatsoever shall attach to or be incurred by any manager or administrator of the Administrative Agent, the Lenders, the Lender Agents or any such Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the Lenders, the Administrative Agent or the Lender Agents such Secured Party or of any such manager or administrator, as such, or any other of them, under or by reason of any of the obligations, 37 covenants or agreements of the Administrative Agent, the Lenders, the Lender Agents or any such Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of every such manager or administrator of the Administrative Agent, the Lenders, the Lender Agents or any such Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any such Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the Lenders, the Lender Agents or any such Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party Party, or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party Party, or of any such administrator, as such, 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 the agreements of each party hereto the Administrative Agent, the Seller, the Servicer, the Originator or any Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate or limited liability company obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, the Seller, the Servicer, the Originator or any way such corporate obligations of such party)Secured Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the LendersAdministrative Agent, the Administrative Agent Seller, the Servicer, the Originator or the Lender Agents any Secured Party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.this

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any manager or administrator of the Administrative Agent, the Lenders, the Lender Agents or any such Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any such Secured Party or of any such manager or administrator, as such, 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 IT BEING EXPRESSLY AGREED AND UNDERSTOOD that the agreements of each party hereto such Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in any way such corporate obligations of such party)Secured Party, and that no personal liability whatsoever shall attach to or be incurred by any manager or administrator of the Administrative Agent, the Lenders, the Lender Agents or any such Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the Lenders, the Administrative Agent or the Lender Agents such Secured Party or of any such manager or administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lenders, the Lender Agents or any such Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of every such manager or administrator of the Administrative Agent, the Lenders, the Lender Agents or any such Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any such Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the Lenders, the Lender Agents or any such Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or of any such administrator, as such, 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 the agreements of each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 11.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the Lenders, the Administrative Agent or the Lender Agents or of any such administrator, as such, or any of themPerson, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such Person and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such Person or of any such administrator, or any of them, for breaches by the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, including the payment of any fees or any other obligations) of the Facility Servicer, the Portfolio Asset Servicer, the Collateral Custodian, the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Facility Servicer, the Portfolio Asset Servicer, the Collateral Custodian, the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party pursuant hereto or in connection herewith shall be had against any administrator of the Facility Servicer, the Portfolio Asset Servicer, the Collateral Custodian, the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of the Facility Servicer, the Portfolio Asset Servicer, the Collateral Custodian, the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party or of any such administrator, as such, 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 the agreements of each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Facility Servicer, the Portfolio Asset Servicer, the Collateral Custodian, the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 11.08 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the Lenders, the Facility Servicer, the Portfolio Asset Servicer, the Collateral Custodian or the Administrative Agent or the Lender Agents or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Facility Servicer, the Portfolio Asset Servicer, the Collateral Custodian, the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or are implied therefrom, and that any and all personal liability of every such administrator of the Facility Servicer, the Portfolio Asset Servicer, the Collateral Custodian, the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Facility Servicer, the Portfolio Asset Servicer, the Collateral Custodian, the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party or of any such administrator, or any of them, for breaches by the Facility Servicer, the Portfolio Asset Servicer, the Collateral Custodian, the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lenders, the Lender Agents Lenders or any other Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents Lenders or any other Secured Party pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents Lenders or any other Secured Party or any incorporator, affiliate, stockholder, member, officer, employee partner, employee, administrator, partner, organizer or director of the Administrative Agent, the Lenders, the Lender Agents Lenders or any other Secured Party or of any such administrator, as such, 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 the agreements of each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents Lenders or any other Secured Party pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 11.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents Lenders or any other Secured Party or any incorporator, affiliate, stockholder, affiliatemember, officer, employee partner, employee, administrator, partner, organizer or director of the Lenders, the Administrative Agent Lenders or the Lender Agents Agent or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lenders, the Lender Agents Lenders or any other Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lenders, the Lender Agents Lenders or 156 any other Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents Lenders or any other Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the Lenders, the Lender Agents Lenders or any other Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party Party, or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party Party, or of any such administrator, as such, 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 the agreements of each party hereto the Administrative Agent, the Seller, the Servicer, the Originator or any Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate or limited liability company obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, the Seller, the Servicer, the Originator or any way such corporate obligations of such party)Secured Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the LendersAdministrative Agent, the Administrative Agent Seller, the Servicer, the Originator or the Lender Agents any Secured Party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.144

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lenders, or the Lender Agents or any Secured Party Credit Parties, as contained in this Agreement Agreement, the Credit Documents or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents Credit Parties or any Secured Party such party pursuant hereto or thereto or in connection herewith or therewith shall be had against any 126 administrator of the Administrative Agent, the Lenders, or the Lender Agents or any Secured Party Credit Parties or any incorporator, affiliateAffiliate (direct or indirect), owner, member, partner, stockholder, officer, employee director, employee, agent or director attorney of the Administrative Agent, the Lenders, or the Lender Agents or any Secured Party Credit Parties or of any such administrator, as such, 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 the agreements of each party hereto the Administrative Agent, the Lenders or the Credit Parties contained in this Agreement Agreement, the Credit Documents and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or thereto or in connection herewith or therewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in any way such corporate obligations of such party)the Administrative Agent, the Lenders or the Credit Parties and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, Lenders or the Lender Agents or any Secured Party Credit Parties or any incorporator, owner, member, partner, stockholder, affiliateAffiliate (direct or indirect), officer, employee director, employee, agent or director attorney of the LendersAdministrative Agent, the Administrative Agent Lenders or the Lender Agents Credit Parties or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lenders, Lenders or the Lender Agents or any Secured Party Credit Parties contained in this Agreement Agreement, the Credit Documents or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lenders, Lenders or the Lender Agents or any Secured Party Credit Parties and each incorporator, owner, member, partner, stockholder, affiliateAffiliate (direct or indirect), officer, employee director, employee, agent or director attorney of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party Credit Parties or of any such administrator, or any of them, for breaches by the Administrative Agent, the Lenders, or the Lender Agents or any Secured Party Credit Parties of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section shall survive the termination of this Agreement and the payment in full of the Obligations.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, member, officer, employee partner, employee, administrator, partner, organizer or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party or of any such administrator, as such, 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 the agreements of each party hereto the Administrative Agent, any Secured Party, or any Loan Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, or any Loan Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party, any Loan Party or any incorporator, stockholder, affiliate, officer, partner, employee or director of the LendersAdministrative Agent, the Administrative Agent or the Lender Agents or of any such administrator, as suchSecured Party, or any of them, Loan Party under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party and each incorporator, stockholder, affiliate, officer, partner, employee administrator, partner, organizer or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or of any such administratorLoan Party, or any of them, for breaches by the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.; provided that the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee or director of any Loan Party to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person. [Investcorp] Loan and Security Agreement

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party Party, or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party Party, or of any such administrator, as such, 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 the agreements of each party hereto the Administrative Agent, the Purchaser Agents, or any Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, the Purchaser Agents, or any way such corporate obligations of such party)Secured Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the LendersAdministrative Agent, the Administrative Agent Purchaser Agents, or the Lender Agents any Secured Party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.. The provisions of this Section 13.11 shall survive the termination of this Agreement. 146

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Deal Agent, the LendersPurchaser, the Lender Agents other Secured Parties or any Secured Party the Parent Guarantor as contained in this Agreement Guaranty, the Repurchase Documents or any other agreement, instrument or document entered into by the Administrative Deal Agent, the LendersPurchaser, the Lender Agents other Secured Parties, the Parent Guarantor or any Secured Party such party pursuant hereto or thereto or in connection herewith or therewith shall be had against any administrator of the Administrative Deal Agent, the LendersPurchaser, the Lender Agents or any other Secured Party Parties, the Parent Guarantor or any incorporator, affiliateAffiliate (direct or indirect), owner, member, partner, stockholder, officer, employee director, employee, agent or director attorney of the Administrative Deal Agent, the LendersPurchaser, the Lender Agents or any other Secured Party Parties, the Parent Guarantor or of any such administrator, as such, 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 the agreements of each party hereto the Deal Agent, the Purchaser, the other Secured Parties and the Parent Guarantor contained in this Agreement Guaranty, the Repurchase Documents and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or thereto or in connection herewith or therewith are, in each case, solely the corporate obligations of such party (the Deal Agent, the Purchaser, the other Secured Parties and nothing in this Section 12.09 shall be construed to diminish in any way such corporate obligations of such party), the Parent Guarantor and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Deal Agent, the LendersPurchaser, the Lender Agents or any other Secured Party Parties, the Parent Guarantor or any incorporator, owner, member, partner, stockholder, affiliateAffiliate (direct or indirect), officer, employee director, employee, agent or director attorney of the LendersDeal Agent, the Administrative Agent or Purchaser, the Lender Agents other Secured Parties, the Parent Guarantor or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Deal Agent, the LendersPurchaser, the Lender Agents other Secured Parties or any Secured Party the Parent Guarantor contained in this Agreement Guaranty, the Repurchase Documents or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Deal Agent, the LendersPurchaser, the Lender Agents or any other Secured Party or the Parent Guarantor and each incorporator, owner, member, partner, stockholder, affiliate, officer, employee director, employee, agent or director attorney of the Administrative Deal Agent, the LendersPurchaser, the Lender Agents or any other Secured Party or the Parent Guarantor, or of any such administrator, or any of them, for breaches by the Administrative Deal Agent, the LendersPurchaser, the Lender Agents or any other Secured Party or the Parent Guarantor of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this AgreementGuaranty. The provisions of this Subsection 32(a) shall survive the termination of this Guaranty.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the 148 Administrative Agent, the LendersPurchaser Agents, the Lender Agents Seller, the Servicer, the Originator or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents Seller, the Servicer, the Originator or any Secured Party Party, or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents Seller, the Servicer, the Originator or any Secured Party Party, or of any such administrator, as such, 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 the agreements of each party hereto the Administrative Agent, the Purchaser Agents, the Seller, the Servicer, the Originator or any Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, the Purchaser Agents, the Seller, the Servicer, the Originator or any way such corporate obligations of such party)Secured Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents Seller, the Servicer, the Originator or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the LendersAdministrative Agent, the Administrative Agent Purchaser Agents, the Seller, the Servicer, the Originator or the Lender Agents any Secured Party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents Seller, the Servicer, the Originator or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents Seller, the Serivicer, the Originator or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents Seller, the Servicer, the Originator or any Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the LendersPurchaser Agents, the Lender Agents Seller, the Servicer, the Originator or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 13.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, including the payment of any fees or any other obligations) of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party Party, or the Borrower as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, member, officer, employee partner, employee, administrator, partner, organizer or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party Party, or of any such administrator, as such, the Borrower 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 the agreements of each party hereto the Administrative Agent, any Secured Party, or the Borrower contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, or the Borrower, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Borrower Party or any incorporator, stockholder, affiliate, officer, partner, employee or director of the LendersAdministrative Agent, the Administrative Agent any Secured Party, or the Lender Agents or of any such administrator, as such, or any of them, Borrower under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party Party, or the Borrower contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party Party, or the Borrower and each incorporator, stockholder, affiliate, officer, partner, employee administrator, partner, organizer or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or of any such administratorthe Borrower, or any of them, for breaches by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party Party, or the Borrower of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that the foregoing non‑recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee or director of the Borrower to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the USActive 37382726.2937382726.32 135 Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower or any Secured Party the Collateral Manager as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, officer, employee partner, employee, member, manager or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower or any Secured Party or of any such administrator, as such, the Collateral Manager 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 the agreements of each party hereto the Administrative Agent, any Secured Party, the Borrower or the Collateral Manager contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, the Borrower or the Collateral Manager, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Party Borrower, the Collateral Manager or any incorporator, stockholder, affiliate, officer, employee partner, employee, member, manager or director of the LendersAdministrative Agent, any Secured Party, the Administrative Agent Borrower or the Lender Agents or of any such administrator, as such, or any of them, Collateral Manager under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower or any Secured Party the Collateral Manager contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower or any Secured Party the Collateral Manager and each incorporator, stockholder, affiliate, officer, employee partner, employee, member, manager or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower or any Secured Party or of any such administratorthe Collateral Manager, or any of them, for breaches by the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower or any Secured Party the Collateral Manager of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that, the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee, member, manager or director of the Borrower or the Collateral Manager to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower or the Collateral Manager or any other Person against the Administrative Agent and the Secured Parties or their respective Affiliates, directors, officers, employees, members, managers attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each of the Borrower and the Collateral Manager hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Loans is intended to be assumed by the Administrative Agent and the Secured Parties under or as a result of this Agreement and the transactions contemplated hereby. (d) The provisions of this Section 12.11 shall survive the termination of this Agreement. USActive 37382726.2937382726.32 136 Section 12.12.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Deal Agent, the LendersPurchaser, the Lender Agents other Secured Parties or any Secured Party the Limited Guarantor as contained in this Agreement Guaranty, the Repurchase Documents or any other agreement, instrument or document entered into by the Administrative Deal Agent, the LendersPurchaser, the Lender Agents other Secured Parties, the Limited Guarantor or any Secured Party such party pursuant hereto or thereto or in connection herewith or therewith shall be had against any administrator of the Administrative Deal Agent, the LendersPurchaser, the Lender Agents or any other Secured Party Parties, the Limited Guarantor or any incorporator, affiliateAffiliate (direct or indirect), owner, member, partner, stockholder, officer, employee director, employee, agent or director attorney of the Administrative Deal Agent, the LendersPurchaser, the Lender Agents or any other Secured Party Parties, the Limited Guarantor or of any such administrator, as such, 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 the agreements of each party hereto the Deal Agent, the Purchaser, the other Secured Parties and the Limited Guarantor contained in this Agreement Guaranty, the Repurchase Documents and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or thereto or in connection herewith or therewith are, in each case, solely the corporate obligations of such party (the Deal Agent, the Purchaser, the other Secured Parties and nothing in this Section 12.09 shall be construed to diminish in any way such corporate obligations of such party), the Limited Guarantor and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Deal Agent, the LendersPurchaser, the Lender Agents or any other Secured Party Parties, the Limited Guarantor or any incorporator, owner, member, partner, stockholder, affiliateAffiliate (direct or indirect), officer, employee director, employee, agent or director attorney of the LendersDeal Agent, the Administrative Agent or Purchaser, the Lender Agents other Secured Parties, the Limited Guarantor or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Deal Agent, the LendersPurchaser, the Lender Agents other Secured Parties or any Secured Party the Limited Guarantor contained in this Agreement Guaranty, the Repurchase Documents or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Deal Agent, the LendersPurchaser, the Lender Agents or any other Secured Party or the Limited Guarantor and each incorporator, owner, member, partner, stockholder, affiliate, officer, employee director, employee, agent or director attorney of the Administrative Deal Agent, the LendersPurchaser, the Lender Agents or any other Secured Party or the Limited Guarantor, or of any such administrator, or any of them, for breaches by the Administrative Deal Agent, the LendersPurchaser, the Lender Agents or any other Secured Party or the Limited Guarantor of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this AgreementGuaranty. The provisions of this Subsection 32(a) shall survive the termination of this Guaranty.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the LendersCollateral Agent, the Lender Agents or Document Custodian, any Secured Party Party, the Borrower, the Collateral Manager, the Seller or the Equityholder as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, officer, employee partner, employee, member, manager or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party or of any such administrator, as such, the Equityholder 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 the agreements of each party hereto the Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Equityholder contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, the Borrower, the Collateral Manager, the Seller or the Equityholder, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder or any incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the LendersAdministrative Agent, any Secured Party, the Administrative Agent Borrower, the Collateral Manager, the Seller or the Lender Agents or of any such administrator, as such, or any of them, Equityholder under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder and each incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party or of any such administratorthe Equityholder, or any of them, for breaches by the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.; provided that, the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee, member, manager or director of the Borrower, the Collateral Manager, the Seller or the Equityholder to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person. 157

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party Party, or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party Party, or of any such administrator, as such, 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 the agreements of each party hereto the Administrative Agent, the Purchaser Agents, or any Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, the Purchaser Agents, or any way such corporate obligations of such party)Secured Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party or any 151 incorporator, stockholder, affiliate, officer, employee or director of the LendersAdministrative Agent, the Administrative Agent Purchaser Agents, or the Lender Agents any Secured Party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 13.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower or any Secured Party the Collateral Manager as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, 125 officer, employee partner, employee, member, manager or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower or any Secured Party or of any such administrator, as such, the Collateral Manager 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 the agreements of each party hereto the Administrative Agent, any Secured Party, the Borrower or the Collateral Manager contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, the Borrower or the Collateral Manager, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Party Borrower, the Collateral Manager or any incorporator, stockholder, affiliate, officer, employee partner, employee, member, manager or director of the LendersAdministrative Agent, any Secured Party, the Administrative Agent Borrower or the Lender Agents or of any such administrator, as such, or any of them, Collateral Manager under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower or any Secured Party the Collateral Manager contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower or any Secured Party the Collateral Manager and each incorporator, stockholder, affiliate, officer, employee partner, employee, member, manager or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower or any Secured Party or of any such administratorthe Collateral Manager, or any of them, for breaches by the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower or any Secured Party the Collateral Manager of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that, the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee, member, manager or director of the Borrower or the Collateral Manager to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, including the payment of any fees or any other obligations) of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured FS/KKR Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, member, officer, employee partner, employee, administrator, partner, organizer or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured FS/KKR Party or of any such administrator, as such, 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 the agreements of each party hereto the Administrative Agent, any Secured Party, or any FS/KKR Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, or any FS/KKR Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party, any FS/KKR Party or any incorporator, stockholder, affiliate, officer, partner, employee or director of the LendersAdministrative Agent, the Administrative Agent or the Lender Agents or of any such administrator, as suchSecured Party, or any of them, FS/KKR Party under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured FS/KKR Party contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured FS/KKR Party and each incorporator, stockholder, affiliate, officer, partner, employee administrator, partner, organizer or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or of any such administratorFS/KKR Party, or any of them, for breaches by the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured FS/KKR Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute [FS Investment] Loan and Security Agreement or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee or director of any FS/KKR Party to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, any Affiliate Transferor or any Secured Party the Equityholder as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, officer, partner, member, manager, employee or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, any Affiliate Transferor or any Secured Party or of any such administrator, as such, the Equityholder 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 the agreements of each party hereto the Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, any Affiliate Transferor or the Equityholder contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate or limited liability company obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, the Borrower, the Collateral Manager, any Affiliate Transferor or the Equityholder, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, any Affiliate Transferor or any Secured Party the Equityholder or any incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the LendersAdministrative Agent, any Secured Party, the Administrative Agent Borrower, the Collateral Manager, any Affiliate Transferor or the Lender Agents or of any such administrator, as such, or any of them, Equityholder under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, any Affiliate Transferor or any Secured Party the Equityholder contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, any Affiliate Transferor or any Secured Party the Equityholder and each incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, any Affiliate Transferor or any Secured Party or of any such administratorthe Equityholder, or any of them, for breaches by the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, any Affiliate Transferor or any Secured Party the Equityholder of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee, partner, member, manager or director of the Borrower, the Collateral Manager, any Affiliate Transferor or the Equityholder to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents Seller, the Servicer, the Originator or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents Seller, the Servicer, the Originator or any Secured Party Party, or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents Seller, the Servicer, the Originator or any Secured Party Party, or of any such administrator, as such, 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 the agreements of each party hereto the Administrative Agent, the Purchaser Agents, the Seller, the Servicer, the Originator or any Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, the Purchaser Agents, the Seller, the Servicer, the Originator or any way such corporate obligations of such party)Secured Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents Seller, the Servicer, the Originator or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the LendersAdministrative Agent, the Administrative Agent Purchaser Agents, the Seller, the Servicer, the Originator or the Lender Agents any Secured Party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents Seller, the Servicer, the Originator or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents Seller, the Servicer, the Originator or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents Seller, the Servicer, the Originator or any Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the LendersPurchaser Agents, the Lender Agents Seller, the Servicer, the Originator or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.. The provisions of this Section 13.11 shall survive the termination of this Agreement. 147

Recourse Against Certain Parties. (a) i. No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, including the payment of any fees or any other obligations) of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured FS/KKR Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, member, officer, employee partner, employee, administrator, partner, organizer or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured FS/KKR Party or of any such administrator, as such, 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 the agreements of each party hereto the Administrative Agent, any Secured Party, or any FS/KKR Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, or any FS/KKR Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party, any FS/KKR Party or any incorporator, stockholder, affiliate, officer, partner, employee or director of the LendersAdministrative Agent, the Administrative Agent or the Lender Agents or of any such administrator, as suchSecured Party, or any of them, FS/KKR Party under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured FS/KKR Party contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured FS/KKR Party and each incorporator, stockholder, affiliate, officer, partner, employee administrator, partner, organizer or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or of any such administratorFS/KKR Party, or any of them, for breaches by the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured FS/KKR Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that the foregoing non‑recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee or director of any FS/KKR Party to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant covenant, or agreement (including, without limitation, the payment of any fees European Receivables Warehouse Company Secured Creditor (acting in any capacity whatsoever), any European Master Purchaser Secured Creditor (acting in any capacity whatsoever, including as a Xxxxxxxx European Noteholder), any US Master Purchaser Secured Party (acting in any capacity whatsoever, including as a Xxxxxxxx US Noteholder) or any other obligationsMTN Issuer Secured Creditor (acting in any capacity whatsoever, including as an MTN Noteholder) of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party pursuant hereto or in connection herewith Transaction Document shall be had against any administrator shareholder, officer or director of the Administrative Agentany European Receivables Warehouse Company Secured Creditor, the Lendersany European Master Purchaser Secured Creditor, the Lender Agents or any US Master Purchaser Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any MTN Issuer Secured Party or of any such administrator, Creditor as such, 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 the agreements each Transaction Document is a corporate obligation of each party hereto contained in this Agreement and all of the other agreementsEuropean Receivables Warehouse Company Secured Creditor, instruments and documents entered into by the Administrative AgentEuropean Master Purchaser Secured Creditor, the Lenders, the Lender Agents or any US Master Purchaser Secured Party pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (MTN Issuer Secured Creditor and nothing in this Section 12.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by the shareholders, officers, agents, employees or directors of any administrator of the Administrative AgentEuropean Receivables Warehouse Company Secured Creditor, the LendersEuropean Master Purchaser Secured Creditor, the Lender Agents or any US Master Purchaser Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the Lenders, the Administrative Agent or the Lender Agents or of any such administrator, MTN Issuer Secured Creditor as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agentany European Receivables Warehouse Company Secured Creditor, the LendersEuropean Master Purchaser Secured Creditor, the Lender Agents US Master Purchaser Secured Party or any MTN Issuer Secured Party Creditor contained in this Agreement or in any other such instruments, documents or agreementsTransaction Document, or are implied therefromtherefore, and that any and all personal liability of every such administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such party of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, of every such shareholder, officer, agent, employee or otherwise, director is hereby expressly waived by the other parties as a condition of and in consideration for the execution of this AgreementDeed.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, including the payment of any fees or any other obligations) of the Administrative Agent, the LendersLender Agents, the Lender Agents or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the LendersLender Agents, the Lender Agents or any Secured Party Party, or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the LendersLender Agents, the Lender Agents or any Secured Party Party, or of any such administrator, as such, 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 the agreements of each party hereto the Administrative Agent, the Lender Agents, or any Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, the Lender Agents, or any way such corporate obligations of such party)Secured Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the LendersLender Agents, the Lender Agents or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the LendersAdministrative Agent, the Administrative Agent Lender Agents, or the Lender Agents any Secured Party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the LendersLender Agents, the Lender Agents or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the LendersLender Agents, the Lender Agents or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the LendersLender Agents, the Lender Agents or any Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the LendersLender Agents, the Lender Agents or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 13.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Facility Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Equityholder, the Transferor or any Secured Party the Servicer as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such Person or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Facility Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Equityholder, the Transferor or any Secured Party the Servicer or of any such administrator, as such, 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 the agreements of each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Facility Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Equityholder, the Transferor or any Secured Party the Servicer pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 11.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any such Person or any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the Lenders, the Administrative Agent or the Lender Agents or of any such administrator, as such, or any of themPerson, under or by reason of any of the obligations, covenants or agreements of the Administrative Facility Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Equityholder, the Transferor or any Secured Party the Servicer contained in this Agreement or in any other such instruments, documents or agreements, or are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such Person and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such Person or of any such administrator, or any of them, for breaches by the Administrative Facility Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Equityholder, the Transferor or any Secured Party the Servicer of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. Without limitation of the foregoing, no recourse shall be had for the payment of any amount owing in respect of the Advances by the Borrower against the Equityholder, the Servicer, or any Affiliate, shareholder, manager, officer, director, employee or member of the Borrower, the Equityholder, the Servicer or their respective successors or assigns.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the ‑190‑ Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such Person or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party or of any such administrator, as such, 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 the agreements of each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 11.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the Lenders, the Administrative Agent or the Lender Agents or of any such administrator, as such, or any of themPerson, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such Person and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such Person or of any such administrator, or any of them, for breaches by the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that, the foregoing non‑recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee, partner, member, manager or director of the Borrower, the Collateral Manager, the Seller or the Equityholder to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, including the payment of any fees or any other obligations) of each Agent, the Administrative Agent, the Lendersany Secured Party, the Lender Agents Backup Servicer, the Paying Agent, the Image File Custodian, the Servicer, the Subservicers, any Heights/SouthernCo Entity, the Borrower Loan Trustee or any Secured Party the Borrower as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any manager or administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such Person or any incorporator, affiliateAffiliate, stockholder, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such Person or of any such manager or administrator, as such, 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 the agreements of each party hereto the Agents, the Administrative Agent, any Secured Party, the Backup Servicer, the Paying Agent, the Servicer, the Subservicers, any Heights/SouthernCo Entity, the Borrower Loan Trustee, the Borrower and the Image File Custodian contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in any way such corporate obligations of such party)Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such Person or any incorporator, stockholder, affiliateAffiliate, officer, employee or director of the Lenders, the Administrative Agent or the Lender Agents such Person or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such Person contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such Person and each incorporator, stockholder, affiliateAffiliate, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such Person or of any such administrator, or any of them, for breaches by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such Person of any Signature Page to Credit Agreement (Heights/SouthernCo) such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.