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. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid 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 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. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid 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 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. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguished.

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. (b) Notwithstanding anything in Each of the parties to this Agreement hereby (i) acknowledges and agrees that no Conduit Lender shall have any obligation to the contrary, all pay any amounts owed by the Issuing Entity or the Grantor Trust on, under or this Agreement unless and until such Conduit Lender shall have received such amounts in respect of its obligations Loans and liabilities (ii) agrees that no Conduit Lender shall have any obligation to pay any amounts constituting fees, a reimbursement for expenses, or indemnities (collectively, “Expense Claims”), and such Expense Claims shall not constitute a claim (as defined in Section 101 of Title 11 of the Bankruptcy Code or any similar law under another jurisdiction) against any Conduit Lender, unless or until such Conduit Lender has received amounts sufficient to pay such Expense Claims from amounts received by it in respect of its Loans and such amounts are not required to pay its indebtedness for borrowed money. (c) The provisions of this Agreement Section shall survive the termination of this Agreement. (d) No claim may be recoverable only from made by the Borrower, the Servicer or any of their Affiliates or any other Person against the Administrative Agent, any Agent, any Lender, the Backup Servicer, the Securities Intermediary, or any of their Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages (including lost profits) arising out of or related to the transactions contemplated by this Agreement, and each of the Borrower and the Servicer, to the extent of the Collateral permitted by Applicable Law, hereby waives, releases, and agrees not to sue upon final realization of collections thereon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguishedits favor.

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. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed no CP Conduit shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such CP Conduit after paying or making provision for the Issuing Entity or the Grantor Trust on, under or in respect payment of its Commercial Paper Notes. All payment obligations of each CP Conduit hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and liabilities each of the other parties hereto agrees that it will not have a claim under this Agreement shall be recoverable only from Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by any CP Conduit exceeds the amount available to such CP Conduit to pay such amount after paying or making provision for the payment of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguishedits Commercial Paper Notes.

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. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid 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 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 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. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid 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 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. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguished.

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. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid 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 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. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguished.

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. (b) Notwithstanding anything in The provisions of this Agreement to Section shall survive the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect termination of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguishedAgreement.

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. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguished.

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. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust Borrower on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral in accordance with Section 2.7 hereof and upon final realization of collections thereon and in accordance with Section 2.7 of the Indentureall Collections, the Issuing Entity and the Grantor Trust Borrower shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguished. (c) The provisions of this Section 15.9 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. The provisions of this Section 9.11 shall survive the termination of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid 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 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. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid 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 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. (b) Notwithstanding anything No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Buyer as contained in this Agreement to or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any administrator of the contraryBuyer or any incorporator, all amounts owed officer, employee, equityholder, director, manager or member of the Buyer or of any such administrator, as such, by the Issuing Entity 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 Grantor Trust onagreements of the 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 the Buyer, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Buyer or any incorporator, officer, employee, equityholder, director, manager or member of the Buyer or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Buyer contained in respect of its obligations and liabilities under this Agreement shall be recoverable only from or in any other such instruments, documents or agreements, or that are implied therefrom, and to the extent that any and all personal liability of every such administrator of the Collateral Buyer and upon final realization each incorporator, officer, employee, equityholder, director, manager or member of collections thereon the Buyer or of any such administrator, or any of them, for breaches by 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 accordance with consideration for the execution of this Agreement. (c) The provisions of this Section 2.7 10.13 shall survive the termination of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguishedthis 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. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid 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 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. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid 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 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. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguished.

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 to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguished.

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 to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguished.

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. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity [or the Grantor Trust Trust] on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, Indenture[,][and] the Issuing Entity [and the Grantor Trust Trust] shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguished.

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. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid 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 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. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid 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 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 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 14.11 shall survive the termination of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguished.

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 or the Indenture Trustee Administrative 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 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 or the Indenture Trustee Administrative Agent 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. (b) Notwithstanding anything in The provisions of this Agreement to Section 11.9 shall survive the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect termination of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguishedAgreement.

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. (b) Notwithstanding anything No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of Participant as contained in this Agreement to the contraryor any other agreement, all amounts owed instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any administrator of Participant or any incorporator, member, manager, officer, employee, shareholder or director of Participant or of any such administrator, as such, by the Issuing Entity 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 Grantor Trust onagreements of Participant 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 obligations of Participant, and that no personal liability whatsoever shall attach to or be incurred by any administrator of Participant or any incorporator, member, manager, officer, employee, shareholder or director of Participant or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of Participant 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 Participant and each incorporator, member, manager, officer, employee or director of Participant or of any such administrator, or any of them, for breaches by Participant 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 its any obligations of Participant hereunder will be limited to Participant’s assets and liabilities under this Agreement shall be recoverable only from on the exhaustion thereof, and to the extent of the Collateral and upon final realization of collections thereon and application in accordance with Section 2.7 the Priority of Payments set forth in the IndentureCredit Agreement, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid against Participant arising from this Agreement or any transactions contemplated hereby shall be extinguished. (c) The provisions of this Section 8.13 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 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. (b) Notwithstanding anything in . The provisions of this Agreement to Section shall survive the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect termination of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguished.Agreement. DB1/ 139452285.4144571789.3

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 114 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 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 14.11 shall survive the termination of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid 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 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, 117 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 and in consideration for the execution of this Agreement. The provisions of this Section 14.11 shall survive the termination of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid 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 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. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid 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 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 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 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. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguished.

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. (b) Notwithstanding anything in The provisions of this Agreement to Section 10.11 shall survive the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect termination of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguishedAgreement.

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. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid 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 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. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with . 65 Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguished.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 11.6 shall survive the termination of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid 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 any Secured Party as contained in this Agreement or any other agreement, instrument or -95- 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. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguished.

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. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity [or the Grantor Trust Trust] on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity [and the Grantor Trust Trust] shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguished.

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 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, affiliate, stockholder, officer, employee or director of such Person or of any such manager or administratorthe Seller, 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 incorporator, stockholder, affiliate, officer, employee or director of such Person or of any such administratorthe Seller, 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 and each incorporator, stockholder, affiliate, 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. (b) Notwithstanding anything 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, without limitation, the payment of any fees or any other obligations) of the Buyer as contained in this Agreement to or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any incorporator, officer, employee or director of the contraryBuyer, all amounts owed as such, by the Issuing Entity 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 Grantor Trust onagreements of the 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 limited liability company obligations of the Buyer, and that no personal liability whatsoever shall attach to or be incurred by any incorporator, officer, employee or director of the Buyer, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Buyer contained in respect of its obligations and liabilities under this Agreement shall be recoverable only from or in any other such instruments, documents or agreements, or which are implied therefrom, and to the extent that any and all personal liability of each incorporator, officer, employee or director of the Collateral and upon final realization Buyer, or any of collections thereon them, for breaches by 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 accordance with Section 2.7 consideration for the execution of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguishedthis Agreement.