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 the payment of any fees or any other obligations) of the Indenture Trustee as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person or any incorporator, affiliate, stockholder, officer, employee or director of 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 the Indenture Trustee contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliate, officer, employee or director of 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 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 such Person and each incorporator, stockholder, affiliate, officer, employee or director of such Person or of any such administrator, or any of them, for breaches by such Person of any such obligations, covenants or agreements, which liability may arise either at common law or 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 including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of such Person 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 the Indenture Trustee such Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such PersonSecured Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of such Person 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 such Person 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 such Person Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of such Person Secured Party or of any such administrator, or any of them, for breaches by such Person Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or 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 14.11 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 including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of such Person 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 the Indenture Trustee such Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such PersonSecured Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of such Person 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 such Person 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 such Person Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of such Person Secured Party or of any such administrator, or any of them, for breaches by such Person Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or 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 14.11 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 including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person Secured Party or any incorporator, affiliate, stockholder, member, officer, employee or director of such Person 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 the Indenture Trustee such Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such PersonSecured Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person Secured Party or any incorporator, stockholder, member, affiliate, officer, employee or director of such Person 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 such Person 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 such Person Secured Party and each incorporator, stockholder, member, affiliate, officer, employee or director of such Person Secured Party or of any such administrator, or any of them, for breaches by such Person Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or at 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 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 including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee any party as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person party or any incorporator, affiliate, stockholder, officer, employee employee, manager or director of such Person 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 the Indenture Trustee such party contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Personparty, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person party or any incorporator, stockholder, affiliate, officer, employee employee, manager or director of such Person 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 such Person party contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person party and each incorporator, stockholder, affiliate, officer, employee employee, manager or director of such Person party or of any such administrator, as such, or any of them, for breaches by such Person party of any such obligations, covenants or agreements, which liability may arise either at common law or 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 26 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 the payment of any fees or any other obligations) of each Agent, any Secured Party, the Indenture Trustee Backup Servicer, the Account Bank, Regional Management, or the Borrower as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person or any incorporator, affiliateAffiliate, stockholder, officer, employee or director of 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 the Indenture Trustee Agents, any Secured Party, the Backup Servicer and the Account Bank contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliateAffiliate, officer, employee or director of 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 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 such Person and each incorporator, stockholder, affiliateAffiliate, officer, employee or director of such Person or of any such administrator, or any of them, for breaches by such Person of any such obligations, covenants or agreements, which liability may arise either at common law or 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 including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee Seller as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person the Seller or any incorporator, affiliate, stockholder, officer, employee employee, shareholder or director of such Person the Seller 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 the Indenture Trustee Seller contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Personthe Seller, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person the Seller or any incorporator, stockholder, affiliate, officer, employee employee, shareholder or director of such Person the Seller 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 such Person the Seller 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 such Person the Seller and each incorporator, stockholder, affiliate, officer, employee or director of such Person the Seller or of any such administrator, or any of them, for breaches by such Person the Seller of any such obligations, covenants or agreements, which liability may arise either at common law or 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 10.19(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 agreement, (including including, without limitation, the payment of any fees or any other obligations) of any of the Indenture Trustee Issuer, any Purchaser or any Deal Agent as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person party or any incorporator, affiliate, stockholder, member, manager, officer, employee or director of such Person 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 the Indenture Trustee such party contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Personparty, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person party or any incorporator, stockholder, member, manager, affiliate, officer, employee or director of such Person 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 such Person party contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person party and each incorporator, stockholder, member, manager, affiliate, officer, employee or director of such Person party or of any such administrator, or any of them, for breaches by such Person party of any such obligations, covenants or agreements, agreements which liability may arise either at common law or 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 agreement, (including including, without limitation, the payment of any fees or any other obligations) of any of the Indenture Trustee Issuer, any Purchaser or any Deal Agent as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person party or any incorporator, affiliate, stockholder, member, manager, officer, employee or director of such Person 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 the Indenture Trustee such party contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Personparty, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person party or any incorporator, stockholder, member, manager, affiliate, officer, employee or director of such Person 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 such Person party contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person party and each incorporator, stockholder, member, manager, affiliate, officer, employee or director of such Person party or of any such administrator, or any of them, for breaches by such Person party of any such obligations, covenants or agreements, agreements which liability may arise either at common law or 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 the payment of any fees Holder or any other obligations) of the Indenture Trustee as contained in this Agreement Alternative Credit Provider or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person or any incorporator, stockholder, affiliate, stockholderofficer, officermember, manager, partner, employee or director of such Person Holder or of any such manager or administratorAlternative Credit Provider, as such, by the enforcement of any assessment or assessment, by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee such Holder or Alternative Credit Provider contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such PersonHolder or Alternative Credit Provider, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliate, officer, member, manager, partner, employee or director of such Person Holder or of any such administratorAlternative Credit Provider, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person Holder or Alternative Credit Provider contained in this Agreement or in any other such instrumentsinstrument, documents document or agreementsagreement, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person and each incorporator, stockholder, affiliateAffiliate, officer, employee employee, member, manager, partner or director of such Person Holder or of any such administrator, or any of them, Alternative Credit Provider for breaches by such Person Holder or Alternative Credit Provider of any such obligations, covenants or agreements, which liability may arise either at common law or 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 7.10 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 including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee Lender as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person the Lender or any incorporator, affiliate, stockholder, officer, employee or director of such Person the Lender 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 the Indenture Trustee Lender contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate limited liability company obligations of such Personthe Lender, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person the Lender or any incorporatororganizer, stockholdermember, affiliate, officer, employee or director of such Person the Lender 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 such Person the Lender contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person the Lender and each incorporatororganizer, stockholdermember, affiliate, officer, employee or director of such Person the Lender or of any such administrator, or any of them, for breaches by such Person the Lender of any such obligations, covenants or agreements, which liability may arise either at common law or 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 including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee any Lender as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person any Lender or any incorporator, affiliate, stockholder, officer, employee or director of such Person any Lender 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 the Indenture Trustee Lenders contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the limited liability company or corporate obligations of such PersonLender, as applicable, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person Lender or any incorporatororganizer, stockholdermember, affiliate, officer, employee or director of such Person any Lender 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 such Person any Lender contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person any Lender and each incorporatororganizer, stockholdermember, affiliate, officer, employee or director of such Person any Lender or of any such administrator, or any of them, for breaches by such Person any Lender of any such obligations, covenants or agreements, which liability may arise either at common law or 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 including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of such Person 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 the Indenture Trustee such Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such PersonSecured Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of such Person 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 such Person 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 such Person Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of such Person Secured Party or of any such administrator, or any of them, for breaches by such Person Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or 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 Except as otherwise provided in Section 13.11 and Article XIV of the Credit Agreement, no recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee a Seller as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person or any incorporator, affiliateofficer, stockholder, officertrustee, employee or director of such Person or of any such manager or administratorSeller, 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 the Indenture Trustee such Seller contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations limited liability company or statutory trust obligations, as the case may be, of such PersonSeller, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholderofficer, affiliate, officertrustee, employee or director of such Person or of any such administratorSeller, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person Seller contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person and each incorporator, stockholderofficer, affiliate, officertrustee, employee or director of such Person or of any such administratorSeller, or any of them, for breaches by such Person Seller of any such obligations, covenants or agreements, which liability may arise either at common law or 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 including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee Seller as contained in this Agreement Agreement, any other Loan Document or any other agreement, instrument or document entered into by it pursuant hereto to or in connection herewith with this Agreement or any other Loan Document shall be had against any manager or administrator of such Person or any stockholder, incorporator, affiliatepartner, stockholdermember, manager, authorized representative, officer, employee employee, personnel or director of such Person or of any such manager or administrator, as such, the Seller by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; otherwise it being expressly agreed and understood that the agreements of the Indenture Trustee Seller contained in this Agreement Agreement, any other Loan Document and all of the other agreements, instruments and documents entered into by it pursuant hereto to or in connection herewith with this Agreement or any other Loan Document are, in each case, solely the corporate obligations of such Personthe Seller, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any stockholder, incorporator, stockholderpartner, affiliatemember, manager, authorized representative, officer, employee employee, personnel or director of such Person or of any such administrator, as suchthe Seller, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person the Seller contained in this Agreement Agreement, any other Loan Document or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person and each stockholder, incorporator, stockholderpartner, affiliatemember, manager, authorized representative, officer, employee employee, personnel or director of such Person or of any such administratorthe Seller, or any of them, for breaches by such Person the Seller of any such obligations, covenants or agreements, which liability may arise either at common law or 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 9.08(a) shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No Notwithstanding any other provision of this Agreement, no recourse under or with respect to any obligation, covenant or agreement (including the payment of any fees or any other obligations) of the Indenture Trustee as Seller contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person or any incorporator, affiliate, stockholder, partner, officer, employee director, member, manager, employee, advisor or director agent of the Seller or any of its Affiliates (solely by virtue of such Person or of any such manager or administrator, as such, capacity) by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements this Agreement is solely a corporate obligation of the Indenture Trustee contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Person, Seller and that no personal liability whatsoever whatever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliate, officer, employee director, member, manager, employee, advisor or director agent of the Seller or any of its Affiliates (solely by virtue of such Person or of any such administrator, as such, capacity) or any other of them, them under or by reason of any of the obligations, covenants or agreements of such Person the Seller contained in this Agreement or in any other such instruments, documents or agreementsAgreement, or that are implied therefrom, and that any and all personal liability of every such administrator of such Person and each incorporator, stockholder, affiliate, officer, employee or director of such Person or of any such administrator, or any of them, for breaches by such Person the Seller of any of such obligations, covenants or agreements, which liability may arise either at common law or at equity, or by statute statute, rule or constitutionregulation, of every such incorporator, stockholder, officer, director, member, manager, employee, advisor or otherwise, agent 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 including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee Buyer as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person or any incorporator, affiliate, stockholder, officer, employee or director of such Person or of any such manager or administratorthe Buyer, 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 the Indenture Trustee Buyer contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate company obligations of such Personthe Buyer, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliate, officer, employee or director of such Person or of any such administratorthe Buyer, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person the Buyer contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person and each incorporator, stockholder, affiliate, officer, employee or director of such Person or of any such administratorthe Buyer, or any of them, for breaches by such Person the Buyer of any such obligations, covenants or agreements, which liability may arise either at common law or 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 including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee Seller as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person the Seller or any incorporator, affiliate, stockholder, officer, employee or director of such Person the Seller 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; otherwise it being expressly agreed and understood that the agreements of the Indenture Trustee Seller contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Personthe Seller, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person the Seller or any incorporator, stockholder, affiliate, officer, employee or director of such Person the Seller 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 such Person the Seller contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person the Seller and each incorporator, stockholder, affiliate, officer, employee or director of such Person the Seller or of any such administrator, or any of them, for breaches by such Person the Seller of any such obligations, covenants or agreements, which liability may arise either at common law or 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 10.9(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 the payment of any fees or any other obligations) of each Agent, any Secured Party, the Indenture Trustee Backup Servicer, the Account Bank, the Image File Custodian, Regional Management, or the Borrower as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person or any incorporator, affiliateAffiliate, stockholder, officer, employee or director of 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 the Indenture Trustee Agents, any Secured Party, the Backup Servicer, the Account Bank and the Image File Custodian contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such 170 Person or any incorporator, stockholder, affiliateAffiliate, officer, employee or director of 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 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 such Person and each incorporator, stockholder, affiliateAffiliate, officer, employee or director of such Person or of any such administrator, or any of them, for breaches by such Person of any such obligations, covenants or agreements, which liability may arise either at common law or 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 including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee any party hereto as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of any such Person Person, or any incorporator, affiliate, stockholder, member, manager, officer, employee or director of any 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 of the Indenture Trustee parties hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate or limited liability company obligations of such Person, Person and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliate, member, manager, officer, employee or director of any 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 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 any such Person and each incorporator, stockholder, affiliate, member, manager, officer, employee or director of any such Person or of any such administrator, or any of them, for breaches by any such Person of any such obligations, covenants or agreements, which liability may arise either at common law or 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 including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee Lender or the Agent as contained in this Agreement or any other agreement, instrument or document entered into by it the Lender or the Agent pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person the Lender or the Agent or any incorporator, affiliate, stockholder, officer, employee or director of such Person the Lender or the Agent 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 the Indenture Trustee each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by it the Lender or the Agent pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Personparty (and nothing in this Section 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 any such Person the Lender or the Agent or any incorporator, stockholder, affiliate, officer, employee or director of such Person the Lender or the Agent 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 such Person the Lender or the Agent contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person the Lender or the Agent and each incorporator, stockholder, affiliate, officer, employee or director of such Person the Lender or the Agent or of any such administrator, or any of them, for breaches by such Person the Lender or the Agent of any such obligations, covenants or agreements, which liability may arise either at common law or 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 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 including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee any party hereto as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person party or any incorporator, affiliate, stockholder, officer, employee or director of such Person 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 the Indenture Trustee such party contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Person, party; and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person party or any incorporator, stockholder, affiliate, officer, employee or director of such Person 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 such Person party contained in this Agreement or in any other such instrumentsinstrument, documents document or agreementsagreement, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person party and each incorporator, stockholder, affiliate, officer, employee or director of such Person party or of any such administrator, or any of them, for breaches by such Person party of any such obligations, covenants or agreements, which liability may arise either at common law or at 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 Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee Seller as contained in this Agreement Agreement, any other Loan Document or any other agreement, instrument or document entered into by it pursuant hereto to or in connection herewith with this Agreement or any other Loan Document shall be had against any manager or administrator of such Person or any stockholder, incorporator, affiliate, stockholderauthorized representative, officer, employee or director of such Person or of any such manager or administrator, as such, the Seller by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; otherwise it being expressly agreed and understood that the agreements of the Indenture Trustee Seller contained in this Agreement Agreement, any other Loan Document and all of the other agreements, instruments and documents entered into by it pursuant hereto to or in connection herewith with this Agreement or any other Loan Document are, in each case, solely the corporate obligations of such Personthe Seller, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any stockholder, incorporator, stockholder, affiliateauthorized representative, officer, employee or director of such Person or of any such administrator, as suchthe Seller, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person the Seller contained in this Agreement Agreement, any other Loan Document or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person and each stockholder, incorporator, stockholder, affiliateauthorized representative, officer, employee or director of such Person or of any such administratorthe Seller, or any of them, for breaches by such Person the Seller of any such obligations, covenants or agreements, which liability may arise either at common law or 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 9.08(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 including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee Seller as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person the Seller or any incorporator, affiliate, stockholder, officer, employee or director of such Person the Seller 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 the Indenture Trustee Seller contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Personthe Seller, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person the Seller or any incorporator, stockholder, affiliate, officer, employee or director of such Person the Seller 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 such Person the Seller contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person the Seller and each incorporator, stockholder, affiliate, officer, employee or director of such Person the Seller or of any such administrator, or any of them, for breaches by such Person the Seller of any such obligations, covenants or agreements, which liability may arise either at common law or 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 9.16(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 including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee Originator as contained in this Agreement Agreement, or any other agreement, instrument or document entered into by it pursuant hereto to or in connection herewith with this Agreement shall be had against any manager or administrator of such Person or any stockholder, incorporator, affiliate, stockholderauthorized representative, officer, employee or director of such Person or of any such manager or administrator, as such, the Originator by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; otherwise it being expressly agreed and understood that the agreements of the Indenture Trustee Originator contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith to this Agreement are, in each case, solely the corporate obligations of such Personthe Originator, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any stockholder, incorporator, stockholder, affiliateauthorized representative, officer, employee or director of such Person or of any such administrator, as suchthe Originator, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person the Originator contained in this Agreement Agreement, or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person and each stockholder, incorporator, stockholder, affiliateauthorized representative, officer, employee or director of such Person or of any such administratorthe Originator, or any of them, for breaches by such Person the Originator of any such obligations, covenants or agreements, which liability may arise either at common law or 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 7.08(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 including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee Lender or the Agent as contained in this Agreement or any other agreement, instrument or document entered into by it the Lender or the Agent pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person the Lender or the Agent or any incorporator, affiliate, stockholder, officer, employee or director of such Person the Lender or the Agent 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 the Indenture Trustee each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by it the Lender or the Agent pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Personparty (and nothing in this Section 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 any such Person the Lender or the Agent or any incorporator, stockholder, affiliate, officer, employee or director of such Person the Lender or the Agent 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 such Person the Lender or the Agent contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person the Lender or the Agent and each incorporator, stockholder, affiliate, officer, employee or director of such Person the Lender or the Agent or of any such administrator, or any of them, for breaches by such Person the Lender or the Agent of any such obligations, covenants or agreements, which liability may arise either at common law or at 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 including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee Buyer as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person the Buyer or any incorporator, affiliate, stockholder, officer, employee employee, shareholder or director of such Person the Buyer 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 the Indenture Trustee Buyer contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Personthe Buyer, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person the Buyer or any incorporator, stockholder, affiliate, officer, employee employee, shareholder or director of such Person the Buyer 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 such Person the Buyer 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 such Person the Buyer and each incorporator, stockholder, affiliate, officer, employee or director of such Person the Buyer or of any such administrator, or any of them, for breaches by such Person the Buyer of any such obligations, covenants or agreements, which liability may arise either at common law or 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 10.13 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 including, without limitation, the payment of any fees or any other obligations) of any of the Indenture Trustee Transferor, VFCC any Purchaser or the Deal Agent as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person party or any incorporator, affiliate, stockholder, officer, employee or director of such Person 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 the Indenture Trustee such party contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Personparty, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person party or any incorporator, stockholder, affiliate, officer, employee or director of such Person 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 such Person party contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person party and each incorporator, stockholder, affiliate, officer, employee or director of such Person party or of any such administrator, or any of them, for breaches by such Person party of any such obligations, covenants or agreements, which liability may arise either at common law or 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 including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee Administrative Agent or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of any such Person or any incorporator, affiliate, stockholder, officer, employee or director of such Person the Administrative Agent or any 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 the Indenture Trustee each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by it the Administrative Agent or any Secured Party pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Personparty (and nothing in this Section 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 any such Person or any incorporator, stockholder, affiliate, officer, employee or director of such Person or of any such administrator, as such, or any other of themPerson, under or by reason of any of the obligations, covenants or agreements of such Person the Administrative 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 any such Person and each incorporator, stockholder, affiliate, officer, employee or director of any such Person or of any such administrator, or any of them, for breaches by such Person the Administrative Agent or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or at 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 including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee Seller as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person the Seller or any incorporator, affiliate, stockholder, officer, employee employee, equityholder, director or director shareholder of such Person the Seller 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 the Indenture Trustee Seller contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Personthe Seller, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any administrator, advisor, incorporator, stockholder, affiliate, officer, employee employee, equityholder, director or director shareholder of such Person the Seller 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 such Person the Seller 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 such Person and each administrator, advisor, incorporator, stockholder, affiliate, officer, employee employee, equityholder, director or director shareholder of such Person the Seller or of any such administrator, or any of them, for breaches by such Person the Seller of any such obligations, covenants or agreements, which liability may arise either at common law or 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 including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee Lender as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person the Lender or any incorporator, affiliate, stockholder, officer, employee or director of such Person the Lender 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 the Indenture Trustee Lender contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate limited liability company obligations of such Personthe Lender, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person the Lender or any incorporatororganizer, stockholdermember, affiliate, officer, employee or director of such Person the Lender 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 such Person the Lender contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person the Lender and each incorporatororganizer, stockholdermember, affiliate, officer, employee or director of such Person the Lender or of any such administrator, or any of them, for breaches by such Person the Lender of any such obligations, covenants or agreements, which liability may arise either at common law or 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 9.11 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 including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee any party as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person party or any incorporator, affiliate, stockholder, officer, employee employee, manager or director of such Person 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 the Indenture Trustee such -------- --------- ------ --- ---------- party contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Personparty, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person party or any incorporator, stockholder, affiliate, officer, employee employee, manager or director of such Person 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 such Person party contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person party and each incorporator, stockholder, affiliate, officer, employee employee, manager or director of such Person party or of any such administrator, as such, or any of them, for breaches by such Person party of any such obligations, covenants or agreements, which liability may arise either at common law or 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 9.11 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 including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee Purchaser as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person the Purchaser or any incorporator, affiliate, stockholder, officer, employee or director of such Person the Purchaser 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 the Indenture Trustee Purchaser contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Personthe Purchaser, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person the Purchaser or any incorporator, stockholder, affiliate, officer, employee or director of such Person the Purchaser 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 such Person the Purchaser contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person the Purchaser and each incorporator, stockholder, affiliate, officer, employee or director of such Person the Purchaser or of any such administrator, or any of them, for breaches by such Person the Purchaser of any such obligations, covenants or agreements, which liability may arise either at common law or 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 10.11 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 the payment of any fees or any other obligations) of the Indenture Trustee Administrative Agent or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person or any incorporator, affiliateAffiliate, stockholder, officer, employee or director of 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 the Indenture Trustee Administrative Agent and any Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliateAffiliate, officer, employee or director of 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 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 such Person and each incorporator, stockholder, affiliateAffiliate, officer, employee or director of such Person or of any such administrator, or any of them, for breaches by such Person of any such obligations, covenants or agreements, which liability may arise either at common law or 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 including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee any Purchaser as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person Purchaser or any incorporator, affiliate, stockholder, officer, employee or director of such Person Purchaser 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 the Indenture Trustee such Purchaser contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such PersonPurchaser, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person Purchaser or any incorporator, stockholder, affiliate, officer, employee or director of such Person Purchaser 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 such Person Purchaser contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person Purchaser and each incorporator, stockholder, affiliate, officer, employee or director of such Person Purchaser or of any such administrator, or any of them, for breaches by such Person Purchaser of any such obligations, covenants or agreements, which liability may arise either at common law or 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 11.11 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 including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee any party as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person party or any incorporator, affiliate, stockholder, officer, employee employee, manager or director of such Person 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 has expressly agreed and understood that the agreements of the Indenture Trustee such party contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Personparty, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person party or any incorporator, stockholder, affiliate, officer, employee employee, manager or director of such Person 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 such Person party contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person party and each incorporator, stockholder, affiliate, officer, employee employee, manager or director of such Person party or of any such administrator, as such, or any of them, for breaches by such Person party of any such obligations, covenants or agreements, which liability may arise either at common law or 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 9.11 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 the payment of any fees or any other obligations) of each Agent, any Secured Party, the Indenture Trustee Backup Servicer, the Securities Intermediary, Regional Management, or the Borrower as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person or any incorporator, affiliateAffiliate, stockholder, officer, employee or director of 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 180 understood that the agreements of the Indenture Trustee Agents, any Secured Party, the Backup Servicer and the Securities Intermediary contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliateAffiliate, officer, employee or director of 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 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 such Person and each incorporator, stockholder, affiliateAffiliate, officer, employee or director of such Person or of any such administrator, or any of them, for breaches by such Person of any such obligations, covenants or agreements, which liability may arise either at common law or 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 including, without limitation, the payment of any fees or any other obligations) of MSFC or the Indenture Trustee Administrator as contained in this Agreement any Transaction Document or any other agreement, instrument or document entered into by it pursuant hereto thereto or in connection herewith therewith shall be had against any manager or administrator of such Person or any incorporator, affiliate, administrator, stockholder, officer, employee or director of such Person MSFC or of any such manager or administrator, as suchthe Administrator, 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 MSFC and the Indenture Trustee Administrator contained in this Agreement the Transaction Documents and all of the other agreements, instruments and documents entered into by it pursuant hereto thereto or in connection herewith therewith are, in each case, solely the respective corporate obligations of such PersonMSFC and the Administrator, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliate, administrator, officer, employee or director of such Person or of any such administrator, as such, Transaction Document or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person MSFC or the Administrator contained in this Agreement any Transaction Document or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person and each incorporator, stockholder, affiliate, administrator, officer, employee or director of such Person MSFC or of any such administratorthe Administrator, or any of them, for breaches by such Person MSFC or the Administrator of any such obligations, covenants or agreements, which liability may arise either at common law or 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 11.11 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 the payment of any fees or any other obligations) of each Agent, any Secured Party, the Indenture Trustee Backup Servicer, the Securities Intermediary, Regional Management, or the Borrower as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person or any incorporator, affiliateAffiliate, stockholder, officer, employee or director of 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 the Indenture Trustee Agents, any Secured Party, the Backup Servicer and the Securities Intermediary contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliateAffiliate, officer, employee or director of 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 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 such Person and each incorporator, stockholder, affiliateAffiliate, officer, employee or director of such Person or of any such administrator, or any of them, for breaches by such Person of any such obligations, covenants or agreements, which liability may arise either at common law or 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 the payment of any fees or any other obligations) of the Indenture Trustee Administrative Agent or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any such Person or any manager or administrator of such Person or any incorporator, affiliate, stockholder, officer, employee or director of such Person or of the Borrower 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 the Indenture Trustee Administrative Agent and any Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliate, officer, employee or director of 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 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 such Person and each incorporator, stockholder, affiliate, officer, employee or director of such Person or of any such administrator, or any of them, for breaches by such Person of any such obligations, covenants or agreements, which liability may arise either at common law or 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.

Recourse Against Certain Parties. (aw) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee any party hereto as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of any such Person Person, or any incorporator, affiliate, stockholder, member, manager, officer, employee or director of any 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 of the Indenture Trustee parties hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate or limited liability company obligations of such Person, Person and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliate, member, manager, officer, employee or director of any 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 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 any such Person and each incorporator, stockholder, affiliate, member, manager, officer, employee or director of any such Person or of any such administrator, or any of them, for breaches by any such Person of any such obligations, covenants or agreements, which liability may arise either at common law or 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.Agreement 161

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee Purchaser as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person the Purchaser or any incorporator, affiliate, stockholder, officer, employee or director of such Person the Purchaser 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 the Indenture Trustee Purchaser contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Personthe Purchaser, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person the Purchaser or any incorporator, stockholder, affiliate, officer, employee or director of such Person the Purchaser 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 such Person the Purchaser contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person the Purchaser and each incorporator, stockholder, affiliate, officer, employee or director of such Person the Purchaser or of any such administrator, or any of them, for breaches by such Person the Purchaser of any such obligations, covenants or agreements, which liability may arise either at common law or 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 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 the payment of any fees or any other obligations) of the Indenture Trustee Administrative Agent, any Lender Group Agent or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any such Person or any manager or administrator of such Person or any incorporator, affiliate, stockholder, officer, employee or director of such Person or of the Borrower 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 the Indenture Trustee Administrative Agent, the Lender Group Agents and any Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliate, officer, employee or director of 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 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 such Person and each incorporator, stockholder, affiliate, officer, employee or director of such Person or of any such administrator, or any of them, for breaches by such Person of any such obligations, covenants or agreements, which liability may arise either at common law or 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.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including the payment of any fees or any other obligations) of the Indenture Trustee each Agent or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any such Person or any manager or administrator of such Person or any incorporator, affiliate, stockholder, officer, employee or director of such Person or of the Borrower 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 the Indenture Trustee Agents and any Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliate, officer, employee or director of 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 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 such Person and each incorporator, stockholder, affiliate, officer, employee or director of such Person or of any such administrator, or any of them, for breaches by such Person of any such obligations, covenants or agreements, which liability may arise either at common law or 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. DB1/ 139452285.4144571789.3

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including the payment of any fees or any other obligations) of any Secured Party, the Indenture Trustee Backup Servicer, the Account Bank, the Collateral Custodian, Regional Management, or the Borrower as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person or any incorporator, affiliateAffiliate, stockholder, officer, employee or director of 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 any Secured Party, the Indenture Trustee Backup Servicer, the Account Bank and the Collateral Custodian contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliateAffiliate, officer, employee or director of 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 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 such Person and each incorporator, stockholder, affiliateAffiliate, officer, employee or director of such Person or of any such administrator, or any of them, for breaches by such Person of any such obligations, covenants or agreements, which liability may arise either at common law or 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 the payment of any fees or any other obligations) of the Indenture Trustee each Agent or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any such Person or any manager or administrator of such Person or any incorporator, affiliate, stockholder, officer, employee or director of such Person or of the Borrower 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 the Indenture Trustee Administrative Agent, the Agents and any Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliate, officer, employee or director of 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 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 such Person and each incorporator, stockholder, affiliate, officer, employee or director of such Person or of any such administrator, or any of them, for breaches by such Person of any such obligations, covenants or agreements, which liability may arise either at common law or 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.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of any of the Indenture Trustee Issuer, any Purchaser or any Deal Agent as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person party or any incorporator, affiliate, stockholder, member, manager, officer, employee or director of such Person 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 the Indenture Trustee such party contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Personparty, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person party or any incorporator, stockholder, member, manager, affiliate, officer, employee or director of such Person 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 such Person party contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person party and each incorporator, stockholder, member, manager, affiliate, officer, employee or director of such Person party or of any such administrator, or any of them, for breaches by such Person party of any such obligations, covenants or agreements, agreements which liability may arise either at common law or 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 the payment of any fees or any other obligations) of the Indenture Trustee Administrative Agent, the Collateral Custodian or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any such Person or any manager or administrator of such Person or any incorporator, affiliateAffiliate, stockholder, officer, employee or director of such Person or of the Borrower 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 the Indenture Trustee Administrative Agent, the Collateral Custodian and any Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliateAffiliate, officer, employee or director of 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 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 such Person and each incorporator, stockholder, affiliateAffiliate, officer, employee or director of such Person or of any such administrator, or any of them, for breaches by such Person of any such obligations, covenants or agreements, which liability may arise either at common law or 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.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee Seller as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person the Seller or any incorporator, affiliate, stockholder, officer, employee employee, shareholder or director of such Person the Seller 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 the Indenture Trustee Seller contained in --------- ------ --- ---------- this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Personthe Seller, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person the Seller or any incorporator, stockholder, affiliate, officer, employee employee, shareholder or director of such Person the Seller 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 such Person the Seller contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person the Seller and each incorporator, stockholder, affiliate, officer, employee or director of such Person the Seller or of any such administrator, or any of them, for breaches by such Person the Seller of any such obligations, covenants or agreements, which liability may arise either at common law or 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 9.16(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 including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee Lender or the Agent as contained in this Agreement or any other agreement, instrument or document entered into by it the Lender or the Agent pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person the Lender or the Agent or any incorporator, affiliate, stockholder, officer, employee or director of such Person the Lender or the Agent 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 the Indenture Trustee each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by it the Lender or the Agent pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Personparty (and nothing in this Section 9.10 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 such Person the Lender or the Agent or any incorporator, stockholder, affiliate, officer, employee or director of such Person the Lender or the Agent 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 such Person the Lender or the Agent contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person the Lender or the Agent and each incorporator, stockholder, affiliate, officer, employee or director of such Person the Lender or the Agent or of any such administrator, or any of them, for breaches by such Person the Lender or the Agent of any such obligations, covenants or agreements, which liability may arise either at common law or at 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 9.10 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 including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee Lender or the Agent as contained in this Agreement or any other agreement, instrument or document entered into by it the Lender or the Agent pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person the Lender or the Agent or any incorporator, affiliate, stockholder, officer, employee or director of such Person the Lender or the Agent 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 the Indenture Trustee each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by it the Lender or the Agent pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Personparty (and nothing in this Section 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 any such Person the Lender or the Agent or any incorporator, stockholder, affiliate, officer, employee or director of such Person the Lender or the Agent 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 such Person the Lender or the Agent contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person the Lender or the Agent and each incorporator, stockholder, affiliate, officer, employee or director of such Person the Lender or the Agent or of any such administrator, or any of them, for 141 breaches by such Person the Lender or the Agent of any such obligations, covenants or agreements, which liability may arise either at common law or 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 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 including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee Lender as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person the Lender or any incorporator, affiliateAffiliate, stockholder, officer, employee or director of such Person the Lender 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 the Indenture Trustee Lender contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate limited liability company obligations of such Personthe Lender, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person the Lender or any incorporatororganizer, stockholdermember, affiliateAffiliate, officer, employee or director of such Person the Lender 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 such Person the Lender contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person the Lender and each incorporatororganizer, stockholdermember, affiliateAffiliate, officer, employee or director of such Person the Lender or of any such administrator, or any of them, for breaches by such Person the Lender of any such obligations, covenants or agreements, which liability may arise either at common law or 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, however, that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or fraudulent omissions made by them. The provisions of this Section 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 the payment of any fees or any other obligations) of each Agent, any Secured Party, the Indenture Trustee Backup Servicer, the Account Bank, Regional Management, or the Borrower as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person or any incorporator, affiliateAffiliate, stockholder, officer, employee or director of 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 the Indenture Trustee Agents, any Secured Party, the Backup Servicer and the Account Bank contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliateAffiliate, officer, employee or director of 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 such Person LEGAL02/41783784v7 LEGAL02/42659596v2 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 such Person and each incorporator, stockholder, affiliateAffiliate, officer, employee or director of such Person or of any such administrator, or any of them, for breaches by such Person of any such obligations, covenants or agreements, which liability may arise either at common law or 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 the payment of any fees or any other obligations) of each Agent, any Secured Party, the Indenture Trustee Backup Servicer, the Account Bank, Regional Management, or the Borrower as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person or any incorporator, affiliateAffiliate, stockholder, officer, employee or director of 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 the Indenture Trustee Agents, any Secured Party, the Backup Servicer and the Account Bank contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliateAffiliate, officer, employee or director of 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 such Person 170 LEGAL02/42338653v2 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 such Person and each incorporator, stockholder, affiliateAffiliate, officer, employee or director of such Person or of any such administrator, or any of them, for breaches by such Person of any such obligations, covenants or agreements, which liability may arise either at common law or 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 including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee Lender as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person the Lender or any incorporator, affiliate, stockholder, officer, employee or director of such Person the Lender 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 the Indenture Trustee Lender contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Personthe Lender, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person the Lender or any incorporator, stockholder, affiliate, officer, employee or director of such Person the Lender 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 such Person the Lender contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person the Lender and each incorporator, stockholder, affiliate, officer, employee or director of such Person the Lender or of any such administrator, or any of them, for breaches by such Person the Lender of any such obligations, covenants or agreements, which liability may arise either at common law or 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 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 including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of such Person 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 the Indenture Trustee such Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such PersonSecured Party, provided that, in the case of VFCC, such liabilities shall be paid only after the repayment in full of all Commercial Paper Notes and all other liabilities contemplated in the program documents with respect to VFCC, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of such Person 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 such Person Secured Party contained in this Agreement or in any other such instrumentsinstrument, documents document or agreementsagreement, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of such Person Secured Party or of any such administrator, or any of them, for breaches by such Person Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or at 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 Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including the payment of any fees or any other obligations) of the Indenture Trustee Deal Agent, each Agent or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any such Person or any manager or administrator of such Person or any incorporator, affiliate, stockholder, officer, employee or director of such Person or of the Borrower 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 the Indenture Trustee Deal Agent, the Agents and any Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliate, officer, employee or director of 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 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 such Person and each incorporator, stockholder, affiliate, officer, employee or director of such Person or of any such administrator, or any of them, for breaches by such Person of any such obligations, covenants or agreements, which liability may arise either at common law or 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.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including the payment of any fees or any other obligations) of the Indenture Trustee any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any such Person or any manager or administrator of such Person or any incorporator, affiliate, stockholder, officer, employee or director of such Person or of the Borrower 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 the Indenture Trustee any Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliate, officer, employee or director of 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 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 such Person and each incorporator, stockholder, affiliate, officer, employee or director of such Person or of any such administrator, or any of them, for breaches by such Person of any such obligations, covenants or agreements, which liability may arise either at common law or 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.. 121

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee any Seller as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person Seller or any incorporator, affiliate, stockholder, officer, employee or director of such Person Seller 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 the Indenture Trustee each Seller contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such PersonSeller, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person Seller or any incorporator, stockholder, affiliate, officer, employee or director of such Person Seller 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 such Person Seller contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person Seller and each incorporator, stockholder, affiliate, officer, employee or director of such Person Seller or of any such administrator, or any of them, for breaches by such Person Seller of any such obligations, covenants or agreements, which liability may arise either at common law or 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 9.16(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 the payment of any fees or any other obligations) of each Agent, any Secured Party, the Indenture Trustee Backup Servicer, the Account Bank, Regional Management, or the Borrower as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person or 176 any incorporator, affiliateAffiliate, stockholder, officer, employee or director of 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 the Indenture Trustee Agents, any Secured Party, the Backup Servicer and the Account Bank contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliateAffiliate, officer, employee or director of 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 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 such Person and each incorporator, stockholder, affiliateAffiliate, officer, employee or director of such Person or of any such administrator, or any of them, for breaches by such Person of any such obligations, covenants or agreements, which liability may arise either at common law or 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 the payment of any fees or any other obligations) of each Agent, any Secured Party, the Indenture Trustee Backup Servicer, the Account Bank, the Image File Custodian, Regional Management, or the Borrower as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person or any incorporator, affiliateAffiliate, stockholder, officer, employee or director of 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 the Indenture Trustee Agents, any Secured Party, the Backup Servicer, the Account Bank and the Image File Custodian contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliateAffiliate, officer, employee or director of 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 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 such Person and each incorporator, stockholder, affiliateAffiliate, officer, employee or director of such Person or of any such administrator, or any of them, for breaches by such Person of any such obligations, covenants or agreements, which liability may arise either at common law or 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 the payment of any fees or any other obligations) of any Secured Party, the Indenture Trustee Backup Servicer, the Account Bank, the Collateral Custodian, Regional Management or the Borrower as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person or any incorporator, affiliateAffiliate, stockholder, officer, employee or director of 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 any Secured Party, the Indenture Trustee Backup Servicer, the Account Bank and the Collateral Custodian contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliateAffiliate, officer, employee or director of 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 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 such Person and each incorporator, stockholder, affiliateAffiliate, officer, employee or director of such Person or of any such administrator, or any of them, for breaches by such Person of any such obligations, covenants or agreements, which liability may arise either at common law or 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 including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee Seller as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person the Seller or any incorporator, affiliate, stockholder, officer, employee employee, shareholder or director of such Person the Seller 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 the Indenture Trustee Seller contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Personthe Seller, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person the Seller or any incorporator, stockholder, affiliate, officer, employee employee, shareholder or director of such Person the Seller 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 such Person the Seller 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 such Person the Seller and each incorporator, stockholder, affiliate, officer, employee or director of such Person the Seller or of any such administrator, or any of them, for breaches by such Person the Seller of any such obligations, covenants or agreements, which liability may arise either at common law or 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 9.16(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 including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee any party as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person party or any incorporator, affiliate, stockholder, officer, employee employee, manager -34- 39 or director of such Person 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 the Indenture Trustee such party contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Personparty, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person party or any incorporator, stockholder, affiliate, officer, employee employee, manager or director of such Person 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 such Person party contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person party and each incorporator, stockholder, affiliate, officer, employee employee, manager or director of such Person party or of any such administrator, as such, or any of them, for breaches by such Person party of any such obligations, covenants or agreements, which liability may arise either at common law or 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 9.11 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 the payment of any fees or any other obligations) of each Agent, any Secured Party, the Indenture Trustee Backup Servicer, the Securities Intermediary, Regional Management, or the Borrower as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person or any incorporator, affiliateAffiliate, stockholder, officer, employee or director of 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 181 understood that the agreements of the Indenture Trustee Agents, any Secured Party, the Backup Servicer and the Securities Intermediary contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliateAffiliate, officer, employee or director of 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 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 such Person and each incorporator, stockholder, affiliateAffiliate, officer, employee or director of such Person or of any such administrator, or any of them, for breaches by such Person of any such obligations, covenants or agreements, which liability may arise either at common law or 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 including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee Lenders as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person any Lenders or any incorporator, affiliate, stockholder, officer, employee or director of such Person any Lenders 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 the Indenture Trustee Lenders contained in this Agreement and all of the other agreements, instruments and documents entered into by it each such Lender pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such PersonLender, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person Lender or any incorporator, stockholder, affiliate, officer, employee or director of such Person any Lender 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 any such Person Lender contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person any Lender and each incorporator, stockholder, affiliate, officer, employee or director director, of any such Person Lender or of any such administrator, or any of them, for breaches by such Person any Lender of any such obligations, covenants or agreements, which liability may arise either at common law or 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 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 including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee Originator as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person or any incorporator, affiliate, stockholdershareholder, officer, employee or director of such Person or of any such manager or administrator, as such, the Originator by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; otherwise it being expressly agreed and understood that the agreements of the Indenture Trustee Originator contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Personthe Originator, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliateshareholder, officer, employee or director of such Person or of any such administrator, as suchthe Originator, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person the Originator contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person and each incorporator, stockholder, affiliateshareholder, officer, employee or director of such Person or of any such administratorthe Originator, or any of them, for breaches by such Person the Originator of any such obligations, covenants or agreements, which liability may arise either at common law or 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 9.13(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 including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee any party as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person party or any incorporator, affiliate, stockholder, member, officer, employee or director of such Person 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 the Indenture Trustee such party contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Personparty, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person party or any incorporator, stockholder, member, affiliate, officer, employee or director of such Person 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 such Person 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 such Person party and each incorporator, stockholder, member, affiliate, officer, employee or director of such Person party or of any such administrator, or any of them, for breaches by such Person party of any such obligations, covenants or agreements, which liability may arise either at common law or at 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 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 the payment of any fees or any other obligations) of each Agent, any Secured Party, the Indenture Trustee Backup Servicer, the Account Bank, Regional Management, or the Borrower as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person or any incorporator, affiliateAffiliate, stockholder, officer, employee or director of 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 the Indenture Trustee Agents, any Secured Party, the Backup Servicer and the Account Bank contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliateAffiliate, officer, employee or director of 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 such Person 170 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 such Person and each incorporator, stockholder, affiliateAffiliate, officer, employee or director of such Person or of any such administrator, or any of them, for breaches by such Person of any such obligations, covenants or agreements, which liability may arise either at common law or 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 the payment of any fees or any other obligations) of the Indenture Trustee as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith Holder shall be had against any manager or administrator of such Person or any incorporator, stockholder, affiliate, stockholderofficer, officermember, manager, partner, employee or director of such Person or of any such manager or administratorHolder, as such, by the enforcement of any assessment or assessment, by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee such Holder contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate or limited liability company, as applicable, obligations of such PersonHolder, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliate, officer, member, agent, administrative agent, manager, partner, employee or director of such Person or of any such administratorHolder, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person Holder contained in this Agreement or in any other such instrumentsinstrument, documents document or agreementsagreement, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person and each incorporator, stockholder, affiliate, officer, employee employee, member, agent, administrative agent, manager, partner or director of such Person or of any such administrator, or any of them, Holder for breaches by such Person Holder of any such obligations, covenants or agreements, which liability may arise either at common law or 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 6.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No Notwithstanding any other provision of this Agreement, no recourse under or with respect to any obligation, covenant or agreement (including the payment of any fees or any other obligations) of the Indenture Trustee as Seller contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person or any incorporator, affiliate, stockholder, partner, officer, employee director, member, manager, employee, advisor or director agent of the Seller or any of its Affiliates (solely by virtue of such Person or of any such manager or administrator, as such, capacity) by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements this Agreement is solely a statutory trust obligation of the Indenture Trustee contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Person, Seller and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliate, officer, employee director, member, manager, employee, advisor or director agent of the Seller or any of its Affiliates (solely by virtue of such Person or of any such administrator, as such, capacity) or any other of them, them under or by reason of any of the obligations, covenants or agreements of such Person the Seller contained in this Agreement or in any other such instruments, documents or agreementsAgreement, or that are implied therefrom, and that any and all personal liability of every such administrator of such Person and each incorporator, stockholder, affiliate, officer, employee or director of such Person or of any such administrator, or any of them, for breaches by such Person the Seller of any of such obligations, covenants or agreements, which liability may arise either at common law or at equity, or by statute statute, rule or constitutionregulation, of every such incorporator, stockholder, officer, director, member, manager, employee, advisor or otherwise, agent 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 the payment of any fees or any other obligations) of each Agent, any Secured Party, the Indenture Trustee Backup Servicer, the Account Bank, Regional Management, or the Borrower as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person or any incorporator, affiliateAffiliate, stockholder, officer, employee or director of 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 the Indenture Trustee Agents, any Secured Party, the Backup Servicer and the Account Bank contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliateAffiliate, officer, employee or director of 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 such Person LEGAL02/42658427v2 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 such Person and each incorporator, stockholder, affiliateAffiliate, officer, employee or director of such Person or of any such administrator, or any of them, for breaches by such Person of any such obligations, covenants or agreements, which liability may arise either at common law or 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 the payment of any fees or any other obligations) of each Agent, any Secured Party, the Indenture Trustee Backup Servicer, the Account Bank, Regional Management, or the Borrower as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person or any incorporator, affiliateAffiliate, stockholder, officer, employee or director of 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 the Indenture Trustee Agents, any Secured Party, the Backup Servicer and the 181 Account Bank contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliateAffiliate, officer, employee or director of 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 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 such Person and each incorporator, stockholder, affiliateAffiliate, officer, employee or director of such Person or of any such administrator, or any of them, for breaches by such Person of any such obligations, covenants or agreements, which liability may arise either at common law or 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 the payment of any fees or any other obligations) of the Indenture Trustee each Agent or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any such Person or any manager or administrator of such Person or any incorporator, affiliate, stockholder, officer, employee or director of such Person or of the Borrower 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 the Indenture Trustee Agents and any Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliate, officer, employee or director of 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 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 such Person and each incorporator, stockholder, affiliate, officer, employee or director of such Person or of any such administrator, or any of them, for breaches by such Person of any such obligations, covenants or agreements, which liability may arise either at common law or 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. (b) Notwithstanding anything in this Agreement or any other Basic Document to the contrary, the obligations of any Lender under this Agreement are solely the obligations of such Lender and shall be payable at such time as funds are received by or are available to such Lender in excess of funds necessary to pay in full all outstanding Commercial Paper Notes of such Lender, and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against such Lender but shall continue to accrue. Each Agent, each Secured Party and each other party to this Agreement agrees that the payment of any claim

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including the payment of any fees or any other obligations) of the Indenture Trustee as contained in this Agreement Class A-L Lender or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person or any incorporator, stockholder, affiliate, stockholderofficer, officermember, manager, partner, employee or director of such Person or of any such manager or administratorClass A-L Lender, as such, by the enforcement of any assessment or assessment, by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee such Class A-L Lender contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such PersonClass A-L Lender, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or the any incorporator, stockholder, affiliate, officer, member, manager, partner, employee or director of such Person or of any such administratorClass A-L Lender, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person Class A-L Lender contained in this Agreement or in any other such instrumentsinstrument, documents document or agreementsagreement, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person and each incorporator, stockholder, affiliateAffiliate, officer, employee employee, member, manager, partner or director of such Person or of any such administrator, or any of them, Class A-L Lender for breaches by such Person Class A-L Lender of any such obligations, covenants or agreements, which liability may arise either at common law or 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 7.10 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 the payment of any fees or any other obligations) of each Agent, any Secured Party, the Indenture Trustee Backup Servicer, the Account Bank, Regional Management, or the Borrower as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person or any incorporator, affiliateAffiliate, stockholder, officer, employee or director of 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 the Indenture Trustee Agents, any Secured Party, the Backup Servicer and the Account Bank contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliateAffiliate, officer, employee or director of 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 such Person LEGAL02/4049656702/41783784v137 LEGAL02/40496567v15 LEGAL02/41254404v5 LEGAL02/42659188v3 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 such Person and each incorporator, stockholder, affiliateAffiliate, officer, employee or director of such Person or of any such administrator, or any of them, for breaches by such Person of any such obligations, covenants or agreements, which liability may arise either at common law or 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 the payment of any fees or any other obligations) of the Indenture Trustee each Agent or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any such Person or any manager or administrator of such Person or any incorporator, affiliate, stockholder, officer, employee or director of such Person or of the Borrower 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 the Indenture Trustee Agents and any Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliate, officer, employee or director of 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 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 such Person and each incorporator, stockholder, affiliate, officer, employee or director of such Person or of any such administrator, or any of them, for breaches by such Person of any such obligations, covenants or agreements, which liability may arise either at common law or 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. (b) Notwithstanding anything in this Agreement or any other Basic Document to the contrary, the obligations of any Lender under this Agreement are solely the obligations of such Lender and shall be payable at such time as funds are received by or are available to such Lender in excess of funds necessary to pay in full all outstanding Commercial Paper Notes of such Lender, and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against such Lender but shall continue to accrue. Each Agent, each Secured Party and each other party to this Agreement agrees that the payment of any claim (as defined in the Bankruptcy Code) of any such party shall be subordinated to the payment in full of all Commercial Paper Notes. (c) The provisions of this Section shall survive the termination of this Agreement. Section 13.11.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including the payment of any fees or any other obligations) of the Indenture Trustee Seller as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person the Seller or any incorporator, affiliate, stockholder, officer, employee employee, equityholder, director or director partner of such Person the Seller 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 the Indenture Trustee Seller contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Personthe Seller, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person the Seller or any incorporator, stockholder, affiliate, officer, employee employee, equityholder, director or director partner of such Person the Seller 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 such Person the Seller 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 such Person the Seller and each incorporator, stockholder, affiliate, officer, employee employee, equityholder, director or director partner of such Person the Seller or of any such administrator, or any of them, for breaches by such Person the Seller of any such obligations, covenants or agreements, which liability may arise either at common law or 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 including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee Seller as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person the Seller or any incorporator, affiliate, stockholdermanager, officer, employee or director of such Person the Seller 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; otherwise it being expressly agreed and understood that the agreements of the Indenture Trustee Seller contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate limited liability company obligations of such Personthe Seller, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person the Seller or any incorporator, stockholder, affiliatemanager, officer, employee or director of such Person the Seller 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 such Person the Seller contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person the Seller and each incorporator, stockholder, affiliatemanager, officer, employee or director of such Person the Seller or of any such administrator, or any of them, for breaches by such Person the Seller of any such obligations, covenants or agreements, which liability may arise either at common law or 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 10.9(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 the payment of any fees or any other obligations) of the Indenture Trustee Seller as contained in this Agreement Agreement, any other Transaction Document or any other agreement, instrument or document entered into by it pursuant hereto to or in connection herewith with this Agreement or any other Transaction Document shall be had against any manager or administrator of such Person or any stockholder, incorporator, affiliate, stockholderauthorized representative, officer, employee or director of such Person or of any such manager or administrator, as such, the Seller by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; otherwise it being expressly agreed and understood that the agreements of the Indenture Trustee Seller contained in this Agreement Agreement, any other Transaction Document and all of the other agreements, instruments and documents entered into by it pursuant hereto to or in connection herewith with this Agreement or any other Transaction Document are, in each case, solely the corporate obligations of such Personthe Seller, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any stockholder, incorporator, stockholder, affiliateauthorized representative, officer, employee or director of such Person or of any such administrator, as suchthe Seller, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person the Seller contained in this Agreement Agreement, any other Transaction Document or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person and each stockholder, incorporator, stockholder, affiliateauthorized representative, officer, employee or director of such Person or of any such administratorthe Seller, or any of them, for breaches by such Person the Seller of any such obligations, covenants or agreements, which liability may arise either at common law or 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 9.08(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 the payment of any fees or any other obligations) of each Agent, any Secured Party, 184 the Indenture Trustee Backup Servicer, the Securities Intermediary, Regional Management, or the Borrower as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person or any incorporator, affiliateAffiliate, stockholder, officer, employee or director of 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 the Indenture Trustee Agents, any Secured Party, the Backup Servicer and the Securities Intermediary contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliateAffiliate, officer, employee or director of 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 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 such Person and each incorporator, stockholder, affiliateAffiliate, officer, employee or director of such Person or of any such administrator, or any of them, for breaches by such Person of any such obligations, covenants or agreements, which liability may arise either at common law or 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 the payment of any fees or any other obligations) of each Agent, any Secured Party, the Indenture Trustee Backup Servicer, the Account Bank, the Image File Custodian, Regional Management, or the Borrower as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person or any incorporator, affiliateAffiliate, stockholder, officer, employee or director of 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 the Indenture Trustee Agents, any Secured Party, the Backup Servicer, the Account Bank and the Image File Custodian contained in this Agreement 178 and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliateAffiliate, officer, employee or director of 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 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 such Person and each incorporator, stockholder, affiliateAffiliate, officer, employee or director of such Person or of any such administrator, or any of them, for breaches by such Person of any such obligations, covenants or agreements, which liability may arise either at common law or 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 the payment of any fees or any other obligations) of each Agent, any Secured Party, the Indenture Trustee Backup Servicer, the Account Bank, Regional Management, or the Borrower as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person or any incorporator, affiliateAffiliate, stockholder, officer, employee or director of 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 the Indenture Trustee Agents, any Secured Party, the Backup Servicer and the Account Bank contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliateAffiliate, officer, employee or director of 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 such Person LEGAL02/41783784v7 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 such Person and each incorporator, stockholder, affiliateAffiliate, officer, employee or director of such Person or of any such administrator, or any of them, for breaches by such Person of any such obligations, covenants or agreements, which liability may arise either at common law or 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 the payment of any fees or any other obligations) of the Indenture Trustee as contained in this Agreement Class A-L1 Lender or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person or any incorporator, affiliate, stockholder, Affiliate, officer, member, manager, partner, employee or director of such Person or of any such manager or administratorClass A-L1 Lender, as such, by the enforcement of any assessment or assessment, by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee such Class A-L1 Lender contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such PersonClass A-L1 Lender, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliateAffiliate, officer, member, manager, partner, employee or director of such Person or of any such administratorClass A-L1 Lender, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person Class A-L1 Lender contained in this Agreement or in any other such instrumentsinstrument, documents document or agreementsagreement, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person and each incorporator, stockholder, affiliateAffiliate, officer, employee employee, member, manager, partner or director of such Person or of any such administrator, or any of them, Class A-L1 Lender for breaches by such Person Class A-L1 Lender of any such obligations, covenants or agreements, which liability may arise either at common law or 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 7.10 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 including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee any party as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person party or any incorporator, affiliate, stockholder, officer, employee employee, manager or director of such Person 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 the Indenture Trustee such party contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Personparty, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person party or any incorporator, stockholder, affiliate, officer, employee employee, manager or director of such Person 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 such Person party contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person party and each incorporator, stockholder, affiliate, officer, employee employee, manager or director of such Person party or of any such administrator, as such, or any of them, for breaches by such Person party of any such obligations, covenants or agreements, which liability may arise either at common law or 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 9.10 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 including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee any Lender as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person any Lender or any incorporator, affiliate, stockholder, officer, employee or director of such Person any Lender 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 the Indenture Trustee Lenders contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the limited liability company or corporate obligations of such PersonLender, as applicable, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person Lender or any incorporatororganizer, stockholdermember, affiliate, officer, employee or director of such Person any Lender 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 such Person any Lender contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person any Lender and each incorporatororganizer, stockholdermember, affiliate, officer, employee or director of such Person any Lender or of any such administrator, or any of them, for breaches by such Person any Lender of any such obligations, covenants or agreements, which liability may arise either at common law or 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.. 65 Section 9.12

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of such Person 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 the Indenture Trustee such Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such PersonSecured Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of such Person 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 such Person 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 such Person Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of such Person Secured Party or of any such administrator, or any of them, for breaches by such Person Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or 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 8.7 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 the payment of any fees or any other obligations) of the Indenture Trustee Lender as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person or any incorporator, affiliate, stockholder, officer, employee or director of 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 the Indenture Trustee Lender contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliate, officer, employee or director of 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 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 such Person and each incorporator, stockholder, affiliate, officer, employee or director of such Person or of any such administrator, or any of them, for breaches by such Person of any such obligations, covenants or agreements, which liability may arise either at common law or 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 including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee Purchaser or the Seller as contained in this Agreement Agreement, the Repurchase Documents or any other agreement, instrument or document entered into by it the Purchaser, the Seller or any such party pursuant hereto or thereto or in connection herewith or therewith shall be had against any manager or administrator of such Person the Purchaser, the Seller or any incorporator, affiliateAffiliate (direct or indirect), owner, member, partner, stockholder, officer, employee director, employee, agent or director attorney of such Person the Purchaser, the Seller 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 the Indenture Trustee Purchaser and the Seller contained in this Agreement Agreement, the Repurchase Documents and all of the other agreements, instruments and documents entered into by it pursuant hereto or thereto or in connection herewith or therewith are, in each case, solely the corporate obligations of such Person, the Purchaser and the Seller and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person the Purchaser, the Seller or any incorporator, owner, member, partner, stockholder, affiliateAffiliate (direct or indirect), officer, employee director, employee, agent or director attorney of such Person the Purchaser, the Seller 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 such Person the Purchaser or the Seller 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 such Person and each incorporator, stockholder, affiliate, officer, employee or director of such Person or of any such administrator, or any of them, for breaches by such Person of any such obligations, covenants or agreements, which liability may arise either at common law or 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 including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee Originator as contained in this Purchase Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person the Originator or any incorporator, affiliate, stockholder, officer, employee or director of such Person the Originator 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 the Indenture Trustee Originator contained in this Purchase Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Person, the Originator and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person the Originator or any incorporator, stockholder, affiliate, officer, employee or director of such Person Originator 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 such Person the Originator contained in this Purchase Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person the Originator and each incorporator, stockholder, affiliate, officer, employee or director of such Person the Originator or of any such administrator, or any of them, for breaches by such Person the Originator of any such obligations, covenants or agreements, which liability may arise either at common law or at 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 Purchase Agreement. The provisions of this Section 9.16(a) shall survive the termination of this Purchase Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee Buyer as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person the Buyer or any incorporator, affiliatemember, stockholdermanager, officer, employee employee, shareholder or director of such Person the Buyer or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceedingProceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee Buyer contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate limited liability company obligations of such Personthe Buyer, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person the Buyer or any incorporator, stockholdermember, affiliatemanager, officer, employee employee, shareholder or director of such Person the Buyer 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 such Person the Buyer 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 such Person the Buyer and each incorporator, stockholdermember, affiliatemanager, officer, employee or director of such Person the Buyer or of any such administrator, or any of them, for breaches by such Person the Buyer of any such obligations, covenants or agreements, which liability may arise either at common law or 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 in respect of any obligations of the Buyer hereunder will be limited to the Buyer’s assets and on the exhaustion thereof, and application in accordance with the Priority of Payments, all claims against the Buyer arising from this Agreement or any transactions contemplated hereby shall be extinguished.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee Grantor as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person Grantor or any incorporator, affiliatemember, stockholdermanager, officer, employee employee, shareholder or director of such Person Grantor or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceedingProceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee Grantor contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate limited liability company obligations of such PersonGrantor, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person Grantor or any incorporator, stockholdermember, affiliatemanager, officer, employee employee, shareholder or director of such Person Grantor 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 such Person Grantor 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 such Person Grantor and each incorporator, stockholdermember, affiliatemanager, officer, employee or director of such Person Grantor or of any such administrator, or any of them, for breaches by such Person Grantor of any such obligations, covenants or agreements, which liability may arise either at common law or 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 including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee any party as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person party or any incorporator, affiliate, stockholder, officer, employee employee, manager or director of such Person 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 the Indenture Trustee such party contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Personparty, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person party or any incorporator, stockholder, affiliate, officer, employee employee, manager or director of such Person 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 such Person party contained in this Agreement or in any other such -35- 40 instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person party and each incorporator, stockholder, affiliate, officer, employee employee, manager or director of such Person party or of any such administrator, as such, or any of them, for breaches by such Person party of any such obligations, covenants or agreements, which liability may arise either at common law or 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 9.11 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 including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee Lender as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person the Lender or any incorporator, affiliateAffiliate, stockholder, officer, employee or director of such Person the Lender 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 the Indenture Trustee Lender contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate limited liability company obligations of such Personthe Lender, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person the Lender or any incorporatororganizer, stockholdermember, affiliateAffiliate, officer, employee or director of such Person the Lender 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 such Person the Lender contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person the Lender and each incorporatororganizer, stockholdermember, affiliateAffiliate, officer, employee or director of such Person the Lender or of any such administrator, or any of them, for breaches by such Person the Lender of any such obligations, covenants or agreements, which liability may arise either at common law or 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, however, that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or fraudulent omissions made by them. The provisions of this Section 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 the payment of any fees or any other obligations) of the Indenture Trustee as contained in this Agreement Class A-L-B Lender or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person or any incorporator, affiliate, stockholder, Affiliate, officer, member, manager, partner, employee or director of such Person or of any such manager or administratorClass A-L-B Lender, as such, by the enforcement of any assessment or assessment, by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee such Class A-L-B Lender contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such PersonClass A-L-B Lender, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliateAffiliate, officer, member, manager, partner, employee or director of such Person or of any such administratorClass A- L-B Lender, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person Class A-L-B Lender contained in this Agreement or in any other such instrumentsinstrument, documents document or agreementsagreement, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person and each incorporator, stockholder, affiliateAffiliate, officer, employee employee, member, manager, partner or director of such Person or of any such administrator, or any of them, Class A-L-B Lender for breaches by such Person Class A-L-B Lender of any such obligations, covenants or agreements, which liability may arise either at common law or 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.in