Common use of Recourse Against Certain Parties Clause in Contracts

Recourse Against Certain Parties. 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 Purchaser, any Affected Party or the Seller or any manager of the Seller as contained in this Agreement, the Repurchase Documents or any other agreement, instrument or document entered into by the Purchaser, any Affected Party, the Seller or any such party pursuant hereto or thereto or in connection herewith or therewith shall be had against any administrator of the Purchaser, any Affected Party, the Seller or any manager of the Seller or any incorporator, Affiliate, owner, member, partner, stockholder, officer, director or employee of the Purchaser, any Affected Party, 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 Purchaser, the Affected Parties or the Seller contained in this Agreement, the Repurchase Documents and all of the other agreements, instruments and documents entered into by it pursuant hereto or thereto or in connection herewith or therewith are, in each case, solely the corporate obligations of the Purchaser, the Affected Parties and the Seller, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Purchaser, the Affected Parties, the Seller or any manager of the Seller or any incorporator, owner, member, partner, stockholder, Affiliate, officer, director or employee of the Purchaser, the Affected Parties or the Seller, or of any such manager or administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Purchaser, the Affected Parties or the Seller contained in this Agreement, the Repurchase Documents or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Purchaser, any Affected Party or the Seller or any manager of the Seller and each incorporator, owner, member, partner, stockholder, Affiliate, officer, director or employee of the Purchaser, the Affected Parties or the Seller, or of any such manager or administrator, or any of them, for breaches by the Purchaser, the Affected Parties or the Seller of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 13.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. 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 PurchaserLender or Hedge Counterparty, any Affected Party or the Seller or any manager of the Seller as contained in this Agreement, the Repurchase Documents Agreement or any other agreement, instrument or document entered into by the Purchaser, any Affected Party, the Seller or any such party it pursuant hereto or thereto or in connection herewith or therewith shall be had against any administrator of the Purchaser, any Affected Party, the Seller such Lender or any manager of the Seller Hedge Counterparty or any incorporator, Affiliate, owner, member, partneraffiliate, stockholder, officer, employee or director of such Lender or employee of the Purchaser, any Affected Party, the Seller, Hedge Counterparty 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 Purchaser, the Affected Parties such Lender or the Seller Hedge Counterparty contained in this Agreement, the Repurchase Documents Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or thereto or in connection herewith or therewith are, in each case, solely the corporate obligations of such Lender or Hedge Counterparty, provided that, in the Purchasercase of the Lender, such liabilities shall be paid only after the Affected Parties repayment in full of all of the Lender's commercial paper notes and all other liabilities contemplated in the Sellerprogram documents with respect to the Lender, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Purchaser, the Affected Parties, the Seller such Lender or any manager of the Seller Hedge Counterparty or any incorporator, owner, member, partner, stockholder, Affiliateaffiliate, officer, employee or director of such Lender or employee of the Purchaser, the Affected Parties or the Seller, Hedge Counterparty or of any such manager or administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Purchaser, the Affected Parties such Lender or the Seller Hedge Counterparty contained in this Agreement, the Repurchase Documents 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 the Purchaser, any Affected Party such Lender or the Seller or any manager of the Seller Hedge Counterparty and each incorporator, owner, member, partner, stockholder, Affiliateaffiliate, officer, employee or director of such Lender or employee of the Purchaser, the Affected Parties or the Seller, Hedge Counterparty or of any such manager or administrator, or any of them, for breaches by the Purchaser, the Affected Parties such Lender or the Seller Hedge Counterparty 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 of, and in consideration for for, the execution of this Agreement. The provisions of this Section 13.11 12.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the PurchaserAdministrative Agent, any Affected Party Secured Party, the Borrower or the Seller or any manager of the Seller Collateral Administrator as contained in this Agreement, the Repurchase Documents Agreement or any other agreement, instrument or document entered into by the Purchaser, any Affected Party, the Seller or any such party it pursuant hereto or thereto or in connection herewith or therewith shall be had against any administrator of the Purchaser, any Affected Party, the Seller or any manager of the Seller or any incorporator, Affiliate, owner, member, partneraffiliate, stockholder, officer, partner, employee or director or employee of the PurchaserAdministrative Agent, any Affected Secured Party, the Seller, Borrower or of any such manager or administrator, as such, the Collateral Administrator by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the PurchaserAdministrative Agent, any Secured Party, the Affected Parties Borrower or the Seller Collateral Administrator contained in this Agreement, the Repurchase Documents Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or thereto or in connection herewith or therewith are, in each case, solely the corporate obligations of the PurchaserAdministrative Agent, any Secured Party, the Affected Parties and Borrower or the SellerCollateral Administrator, and that no personal liability whatsoever shall attach to or be incurred by the Administrative Agent, any administrator of the PurchaserSecured Party, the Affected PartiesBorrower, the Seller or any manager of the Seller Collateral Administrator or any incorporator, ownerstockholder, memberaffiliate, officer, partner, stockholder, Affiliate, officer, employee or director or employee of the PurchaserAdministrative Agent, any Secured Party, the Affected Parties Borrower or the Seller, or of any such manager or administrator, as such, or any other of them, Collateral Administrator under or by reason of any of the obligations, covenants or agreements of the PurchaserAdministrative Agent, any Secured Party, the Affected Parties Borrower or the Seller Collateral Administrator contained in this Agreement, the Repurchase Documents Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the PurchaserAdministrative Agent, any Affected Party Secured Party, the Borrower or the Seller or any manager of the Seller Collateral Administrator and each incorporator, ownerstockholder, memberaffiliate, officer, partner, stockholder, Affiliate, officer, employee or director or employee of the PurchaserAdministrative Agent, any Secured Party, the Affected Parties Borrower or the Seller, or of any such manager or administratorCollateral Administrator, or any of them, for breaches by the PurchaserAdministrative Agent, any Secured Party, the Affected Parties Borrower or the Seller Collateral Administrator of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The ; provided that the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee or director of this Section 13.11 shall survive the termination Borrower or the Collateral Administrator to the extent of this Agreementany fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the PurchaserAdministrative Agent, any Affected Party Secured Party, the Borrower, the Collateral Manager or the Seller or any manager of the Seller Equity Investor as contained in this Agreement, the Repurchase Documents Agreement or any other agreement, instrument or document entered into by the Purchaser, any Affected Party, the Seller or any such party it pursuant hereto or thereto or in connection herewith or therewith shall be had against any administrator of the Purchaser, any Affected Party, the Seller or any manager of the Seller or any incorporator, Affiliate, owner, member, partneraffiliate, stockholder, officer, partner, member, manager, employee or director or employee of the PurchaserAdministrative Agent, any Affected Secured Party, the SellerBorrower, the Collateral Manager or of any such manager or administrator, as such, the Equity Investor 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 PurchaserAdministrative Agent, any Secured Party, the Affected Parties Borrower, the Collateral Manager or the Seller Equity Investor contained in this Agreement, the Repurchase Documents Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or thereto or in connection herewith or therewith are, in each case, solely the corporate or limited liability company obligations of the PurchaserAdministrative Agent, any Secured Party, the Affected Parties and Borrower, the SellerCollateral Manager or the Equity Investor, and that no personal liability whatsoever shall attach to or be incurred by the Administrative Agent, any administrator of the PurchaserSecured Party, the Affected PartiesBorrower, the Seller Collateral Manager or any manager of the Seller Equity Investor or any incorporator, ownerstockholder, affiliate, officer, partner, member, partnermanager, stockholder, Affiliate, officer, employee or director or employee of the PurchaserAdministrative Agent, any Secured Party, the Affected Parties Borrower, the Collateral Manager or the Seller, or of any such manager or administrator, as such, or any other of them, Equity Investor under or by reason of any of the obligations, covenants or agreements of the PurchaserAdministrative Agent, any Secured Party, the Affected Parties Borrower, the Collateral Manager or the Seller Equity Investor contained in this Agreement, the Repurchase Documents Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the PurchaserAdministrative Agent, any Affected Party Secured Party, the Borrower, the Collateral Manager or the Seller or any manager of the Seller Equity Investor and each incorporator, ownerstockholder, affiliate, officer, partner, member, partnermanager, stockholder, Affiliate, officer, employee or director or employee of the PurchaserAdministrative Agent, any Secured Party, the Affected Parties Borrower, the Collateral Manager or the Seller, or of any such manager or administratorEquity Investor, or any of them, for breaches by the PurchaserAdministrative Agent, any Secured Party, the Affected Parties Borrower, the Collateral Manager or the Seller Equity Investor 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 ; provided that the foregoing non‑recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee, partner, member, manager or director of this Section 13.11 shall survive the termination Borrower, the Collateral Manager or the Equity Investor to the extent of this Agreementany fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the PurchaserServicer, any Affected Party or the Seller Collateral Custodian, the Account Bank, the Administrative Agent, the Lenders or any manager of the Seller Secured Party as contained in this Agreement, the Repurchase Documents Agreement or any other agreement, instrument or document entered into by the Purchaser, any Affected PartyServicer, the Seller Collateral Custodian, the Account Bank, the Administrative Agent, the Lenders or any such party Secured Party pursuant hereto or thereto or in connection herewith or therewith shall be had against any administrator of the Purchaser, any Affected PartyServicer, the Seller Collateral Custodian, the Account Bank, the Administrative Agent, the Lenders or any manager of the Seller Secured Party or any incorporator, Affiliate, owner, member, partneraffiliate, stockholder, officer, employee or director or employee of the Purchaser, any Affected PartyServicer, the SellerCollateral Custodian, the Account Bank, the Administrative Agent, the Lenders or any Secured Party or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Purchaser, the Affected Parties or the Seller each party hereto contained in this Agreement, the Repurchase Documents Agreement and all of the other agreements, instruments and documents entered into by it the Servicer, the Collateral Custodian, the Account Bank, the Administrative Agent, the Lenders or any Secured Party pursuant hereto or thereto or in connection herewith or therewith are, in each case, solely the corporate obligations of the Purchaser, the Affected Parties such party (and the Sellernothing in this Section 11.08 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the PurchaserAdministrative Agent, the Affected Parties, the Seller Lenders or any manager of the Seller Secured Party or any incorporator, owner, member, partner, stockholder, Affiliateaffiliate, officer, employee or director or employee of the PurchaserLenders, the Affected Parties Servicer, the Collateral Custodian, the Account Bank, or the Seller, Administrative Agent or of any such manager or administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the PurchaserServicer, the Affected Parties Collateral Custodian, the Account Bank, the Administrative Agent, the Lenders or the Seller any Secured Party contained in this Agreement, the Repurchase Documents Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the PurchaserServicer, any Affected Party or the Seller Collateral Custodian, the Account Bank, the Administrative Agent, the Lenders or any manager of the Seller Secured Party and each incorporator, owner, member, partner, stockholder, Affiliateaffiliate, officer, employee or director or employee of the PurchaserServicer, the Affected Parties Collateral Custodian, the Account Bank, the Administrative Agent, the Lenders or the Seller, any Secured Party or of any such manager or administrator, or any of them, for breaches by the PurchaserServicer, the Affected Parties Collateral Custodian, the Account Bank, the Administrative Agent, the Lenders or the Seller any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or at in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 13.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the PurchaserAdministrative Agent, any Affected Party or Secured Party, the Borrower, the Collateral Manager, the Seller or any manager of the Seller Equityholder as contained in this Agreement, the Repurchase Documents Agreement or any other agreement, instrument or document 128 entered into by the Purchaser, any Affected Party, the Seller or any such party it pursuant hereto or thereto or in connection herewith or therewith shall be had against any administrator of the Purchaser, any Affected Party, the Seller or any manager of the Seller or any incorporator, Affiliate, owner, member, partneraffiliate, stockholder, officer, partner, employee, member, manager or director or employee of the PurchaserAdministrative Agent, any Affected Secured Party, the SellerBorrower, the Collateral Manager, the Seller or of any such manager or administrator, as such, the Equityholder by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the PurchaserAdministrative Agent, any Secured Party, the Affected Parties Borrower, the Collateral Manager, the Seller or the Seller Equityholder contained in this Agreement, the Repurchase Documents Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or thereto or in connection herewith or therewith are, in each case, solely the corporate obligations of the PurchaserAdministrative Agent, any Secured Party, the Affected Parties and Borrower, the SellerCollateral Manager, the Seller or the Equityholder, and that no personal liability whatsoever shall attach to or be incurred by the Administrative Agent, any administrator of the PurchaserSecured Party, the Affected PartiesBorrower, the Collateral Manager, the Seller or any manager of the Seller Equityholder or any incorporator, ownerstockholder, affiliate, officer, partner, member, partnermanager, stockholder, Affiliate, officer, employee or director or employee of the PurchaserAdministrative Agent, any Secured Party, the Affected Parties Borrower, the Collateral Manager, the Seller or the Seller, or of any such manager or administrator, as such, or any other of them, Equityholder under or by reason of any of the obligations, covenants or agreements of the PurchaserAdministrative Agent, any Secured Party, the Affected Parties Borrower, the Collateral Manager, the Seller or the Seller Equityholder contained in this Agreement, the Repurchase Documents Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the PurchaserAdministrative Agent, any Affected Party or Secured Party, the Borrower, the Collateral Manager, the Seller or any manager of the Seller Equityholder and each incorporator, ownerstockholder, affiliate, officer, partner, member, partnermanager, stockholder, Affiliate, officer, employee or director or employee of the PurchaserAdministrative Agent, any Secured Party, the Affected Parties Borrower, the Collateral Manager, the Seller or the Seller, or of any such manager or administratorEquityholder, or any of them, for breaches by the PurchaserAdministrative Agent, any Secured Party, the Affected Parties Borrower, the Collateral Manager, the Seller or the Seller Equityholder 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 ; provided that, the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee, member, manager or director of this Section 13.11 shall survive the termination Borrower, the Collateral Manager, the Seller or the Equityholder to the extent of this Agreementany fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person.

Recourse Against Certain Parties. 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 PurchaserEligible Lender Trustee, any Affected Party the Conduit Administrator, the Conduit Lender or the Seller or any manager of the Seller Program Support Providers as contained in this Agreement, the Repurchase Documents Agreement or any other agreement, instrument or document entered into by the Purchaser, any Affected Party, the Seller or any such party it pursuant hereto or thereto or in connection herewith or therewith shall be had against any administrator of the Purchaser, any Affected PartyEligible Lender Trustee, the Seller Conduit Administrator, the Conduit Lender or any manager of the Seller Program Support Providers or any incorporator, Affiliate, owner, member, partner, stockholder, officer, employee or director or employee of the Purchaser, any Affected PartyEligible Lender Trustee, the SellerConduit Administrator, the Conduit Lender or the Program Support Providers 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 PurchaserEligible Lender Trustee, the Affected Parties or Conduit Administrator, the Seller Conduit Lender and the Program Support Providers contained in this Agreement, the Repurchase Documents Agreement and all of the other agreements, instruments and documents entered into by it the Eligible Lender Trustee, the Conduit Administrator, the Conduit Lender or the Program Support Providers pursuant hereto or thereto or in connection herewith or therewith are, in each case, solely the corporate obligations of the PurchaserEligible Lender Trustee, the Affected Parties and Conduit Lender or the SellerProgram Support Providers, and that no as applicable. No personal liability whatsoever shall attach to or be incurred by any administrator of the PurchaserEligible Lender Trustee, the Affected PartiesConduit Administrator, the Seller Conduit Lender or any manager of the Seller Program Support Providers or any incorporator, owner, member, partner, stockholder, Affiliate, officer, employee or director thereof or employee of the Purchaser, the Affected Parties or the Seller, or of any such manager or administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the PurchaserEligible Lender Trustee, the Affected Parties Conduit Administrator, the Conduit Lender or the Seller Program Support Providers contained in this Agreement, the Repurchase Documents 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 the Purchaser, any Affected Party or the Seller or any manager of the Seller and each incorporator, owner, member, partner, stockholder, Affiliate, officer, employee or director or employee of the PurchaserEligible Lender Trustee, the Affected Parties Conduit Administrator, the Conduit Lender or the Seller, Program Support Providers or of any such manager or administrator, or any of them, for breaches by the PurchaserEligible Lender Trustee, the Affected Parties Conduit Administrator, the Conduit Lender or the Seller Program Support Providers 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 AgreementAgreement except to the extent finally determined by a court of competent jurisdiction in a non-appealable judgment to have resulted from gross negligence, willful misconduct or fraud on the part of such Person. The provisions of this Section 13.11 12.10 shall survive the termination of this AgreementAgreement and, with respect to the rights of the Eligible Lender Trustee or the Conduit Administrator, the resignation or removal of the Eligible Lender Trustee or the Conduit Administrator.

Recourse Against Certain Parties. 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 PurchaserTrustee, any Affected Party the Eligible Lender Trustee, the Administrative Agent, the Conduit Lenders, the Facility Agents, the Alternate Lenders or the Seller or any manager of the Seller Program Support Providers as contained in this Agreement, the Repurchase Documents Agreement or any other agreement, instrument or document entered into by the Purchaser, any Affected Party, the Seller or any such party it pursuant hereto or thereto or in connection herewith or therewith shall be had against any administrator of the Purchaser, any Affected PartyTrustee, the Seller Eligible Lender Trustee, the Administrative Agent, the Conduit Lenders, the Facility Agents, the Alternate Lenders or any manager of the Seller Program Support Providers or any incorporator, Affiliate, owner, member, partneraffiliate, stockholder, officer, employee or director or employee of the Purchaser, any Affected PartyTrustee, the SellerEligible Lender Trustee, the Administrative Agent, the Conduit Lenders, the Facility Agents, the Alternate Lenders or the Program Support Providers 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 PurchaserTrustee, the Affected Parties or Eligible Lender Trustee, the Seller Administrative Agent, the Conduit Lenders, the Facility Agents, the Alternate Lenders and the Program Support Providers contained in this Agreement, the Repurchase Documents Agreement and all of the other agreements, instruments and documents entered into by it the Trustee, the Eligible Lender Trustee, the Administrative Agent, the Conduit Lenders, the Facility Agents, the Alternate Lenders or the Program Support Providers pursuant hereto or thereto or in connection herewith or therewith are, in each case, solely the corporate obligations of the PurchaserTrustee, the Affected Parties and Eligible Lender Trustee, the SellerAdministrative Agent, the Conduit Lenders, the Facility Agents, the Alternate Lenders or the Program Support Providers, as applicable, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the PurchaserTrustee, the Affected PartiesEligible Lender Trustee, the Seller Administrative Agent, the Conduit Lenders, the Facility Agents, the Alternate Lenders or any manager of the Seller Program Support Providers or any incorporator, owner, member, partner, stockholder, Affiliateaffiliate, officer, employee or director or employee of the PurchaserTrustee, the Affected Parties Eligible Lender Trustee, the Administrative Agent, the Conduit Lenders, the Facility Agents, the Alternate Lenders or the Seller, Program Support Providers or of any such manager or administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the PurchaserTrustee, the Affected Parties Eligible Lender Trustee, the Administrative Agent, the Conduit Lenders, the Facility Agents, the Alternate Lenders or the Seller Program Support Providers contained in this Agreement, the Repurchase Documents 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 the PurchaserTrustee, any Affected Party the Eligible Lender Trustee, the Administrative Agent, the Conduit Lenders, the Facility Agents, the Alternate Lenders or the Seller or any manager of the Seller Program Support Providers and each incorporator, owner, member, partner, stockholder, Affiliateaffiliate, officer, employee or director or employee of the PurchaserTrustee, the Affected Parties Eligible Lender Trustee, the Administrative Agent, the Conduit Lenders, the Facility Agents, the Alternate Lenders or the Seller, Program Support Providers or of any such manager or administrator, or any of them, for breaches by the PurchaserTrustee, the Affected Parties Eligible Lender Trustee, the Administrative Agent, the Conduit Lenders, the Facility Agents, the Alternate Lenders or the Seller Program Support Providers 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 AgreementAgreement and, with respect to the rights of the Trustee and the Eligible Lender Trustee, the resignation or removal of the Trustee or the Eligible Lender Trustee.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the PurchaserAdministrative Agent, any Affected Party Secured Party, the Borrower or the Seller or any manager of the Seller Collateral Manager as contained in this Agreement, the Repurchase Documents Agreement or any other agreement, instrument or document entered into by the Purchaser, any Affected Party, the Seller or any such party it pursuant hereto or thereto or in connection herewith or therewith shall be had against any administrator of the Purchaser, any Affected Party, the Seller or any manager of the Seller or any incorporator, Affiliate, owner, member, partneraffiliate, stockholder, officer, partner, employee or director or employee of the PurchaserAdministrative Agent, any Affected Secured Party, the Seller, Borrower or of any such manager or administrator, as such, the Collateral Manager by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the PurchaserAdministrative Agent, any Secured Party, the Affected Parties Borrower or the Seller Collateral Manager contained in this Agreement, the Repurchase Documents Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or thereto or in connection herewith or therewith are, in each case, solely the corporate obligations of the PurchaserAdministrative Agent, any Secured Party, the Affected Parties and Borrower or the SellerCollateral Manager, and that no personal liability whatsoever shall attach to or be incurred by the Administrative Agent, any administrator of the PurchaserSecured Party, the Affected PartiesBorrower, the Seller or any manager of the Seller Collateral Manager or any incorporator, ownerstockholder, memberaffiliate, officer, partner, stockholder, Affiliate, officer, employee or director or employee of the PurchaserAdministrative Agent, any Secured Party, the Affected Parties Borrower or the Seller, or of any such manager or administrator, as such, or any other of them, Collateral Manager under or by reason of any of the obligations, covenants or agreements of the PurchaserAdministrative Agent, any Secured Party, the Affected Parties Borrower or the Seller Collateral Manager contained in this Agreement, the Repurchase Documents Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the PurchaserAdministrative Agent, any Affected Party Secured Party, the Borrower or the Seller or any manager of the Seller Collateral Manager and each incorporator, ownerstockholder, memberaffiliate, officer, partner, stockholder, Affiliate, officer, employee or director or employee of the PurchaserAdministrative Agent, any Secured Party, the Affected Parties Borrower or the Seller, or of any such manager or administratorCollateral Manager, or any of them, for breaches by the PurchaserAdministrative Agent, any Secured Party, the Affected Parties Borrower or the Seller Collateral Manager 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 ; provided that, the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee or director of this Section 13.11 shall survive the termination Borrower or the Collateral Manager to the extent of this Agreementany fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person.

Recourse Against Certain Parties. 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 PurchaserLender, any Affected Party the Agent, the Collateral Agent or the Seller or any manager of the Seller Facility Insurer as contained in this Agreement, the Repurchase Documents Agreement or any other agreement, instrument or document entered into by the Purchaser, any Affected PartyLender, the Seller Agent, the Collateral Agent or any such party the Facility Insurer pursuant hereto or thereto or in connection herewith or therewith shall be had against any administrator of the Purchaser, any Affected PartyLender, the Seller Agent, the Collateral Agent or any manager of the Seller Facility Insurer or any incorporator, Affiliate, owner, member, partneraffiliate, stockholder, officer, employee or director or employee of the Purchaser, any Affected PartyLender, the SellerAgent, the Collateral Agent or the Facility Insurer 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 Purchaser, the Affected Parties or the Seller each party hereto contained in this Agreement, the Repurchase Documents Agreement and all of the other agreements, instruments and documents entered into by it the Lender, the Agent, the Collateral Agent or the Facility Insurer pursuant hereto or thereto or in connection herewith or therewith are, in each case, solely the corporate obligations of the Purchaser, the Affected Parties such party (and the Sellernothing in this Section 9.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the PurchaserLender, the Affected PartiesAgent, the Seller Collateral Agent or any manager of the Seller Facility Insurer or any incorporator, owner, member, partner, stockholder, Affiliateaffiliate, officer, employee or director or employee of the PurchaserLender, the Affected Parties Agent, the Collateral Agent or the Seller, Facility Insurer or of any such manager or administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the PurchaserLender, the Affected Parties Agent, the Collateral Agent or the Seller Facility Insurer contained in this Agreement, the Repurchase Documents 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 the PurchaserLender, any Affected Party the Agent, the Collateral Agent or the Seller or any manager of the Seller Facility Insurer and each incorporator, owner, member, partner, stockholder, Affiliateaffiliate, officer, employee or director or employee of the PurchaserLender, the Affected Parties Agent or the Seller, Facility Insurer or of any such manager or administrator, or any of them, for breaches by the PurchaserLender, the Affected Parties Agent, the Collateral Agent or the Seller Facility Insurer 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 9.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the PurchaserServicer, any Affected Party or the Seller Collateral Custodian, the Account Bank, the Administrative Agent, the Lenders or any manager of the Seller Secured Party as contained in this Agreement, the Repurchase Documents Agreement or any other agreement, instrument or document entered into by the Purchaser, any Affected PartyServicer, the Seller Collateral Custodian, the Account Bank, the Administrative Agent, the Lenders or any such party Secured Party pursuant hereto or thereto or in connection herewith or therewith shall be had against any administrator of the Purchaser, any Affected PartyServicer, the Seller Collateral Custodian, the Account Bank, the Administrative Agent, the Lenders or any manager of the Seller Secured Party or any incorporator, Affiliate, owner, member, partneraffiliate, stockholder, officer, employee or director or employee of the Purchaser, any Affected PartyServicer, the SellerCollateral Custodian, the Account Bank, the Administrative Agent, the Lenders or any Secured Party or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Purchaser, the Affected Parties or the Seller each party hereto contained in this Agreement, the Repurchase Documents Agreement and all of the other agreements, instruments and documents entered into by it the Servicer, the Collateral Custodian, the Account Bank, the Administrative Agent, the Lenders or any Secured Party pursuant hereto or thereto or in connection herewith or therewith are, in each case, solely the corporate obligations of the Purchaser, the Affected Parties such party (and the Sellernothing in this Section 11.08 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the PurchaserAdministrative Agent, the Affected Parties, the Seller Lenders or any manager of the Seller Secured Party or any incorporator, owner, member, partner, stockholder, Affiliateaffiliate, officer, employee or director or employee of the PurchaserLenders, the Affected Parties Servicer, the Collateral Custodian, the Account Bank, or the Seller, Administrative Agent or of any such manager or administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the PurchaserServicer, the Affected Parties Collateral Custodian, the -108- Account Bank, the Administrative Agent, the Lenders or the Seller any Secured Party contained in this Agreement, the Repurchase Documents Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the PurchaserServicer, any Affected Party or the Seller Collateral Custodian, the Account Bank, the Administrative Agent, the Lenders or any manager of the Seller Secured Party and each incorporator, owner, member, partner, stockholder, Affiliateaffiliate, officer, employee or director or employee of the PurchaserServicer, the Affected Parties Collateral Custodian, the Account Bank, the Administrative Agent, the Lenders or the Seller, any Secured Party or of any such manager or administrator, or any of them, for breaches by the PurchaserServicer, the Affected Parties Collateral Custodian, the Account Bank, the Administrative Agent, the Lenders or the Seller any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or at in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 13.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. 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 Purchaser, any Affected Party Lender or the Seller or any manager of the Seller Agent as contained in this Agreement, the Repurchase Documents Agreement or any other agreement, instrument or document entered into by the Purchaser, any Affected PartyBorrower, the Seller Lender or any such party the Agent pursuant hereto or thereto or in connection herewith or therewith shall be had against any administrator of the Purchaser, any Affected PartyBorrower, the Seller Lender or any manager of the Seller Agent or any incorporator, Affiliate, owner, member, partneraffiliate, stockholder, officer, employee or director or employee of the Purchaser, any Affected PartyBorrower, the Seller, Lender or the Agent or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Purchaser, the Affected Parties or the Seller each party hereto contained in this Agreement, the Repurchase Documents Agreement and all of the other agreements, instruments and documents entered into by it the Borrower, the Lender or the Agent pursuant hereto or thereto or in connection herewith or therewith are, in each case, solely the corporate obligations of the Purchaser, the Affected Parties such party (and the Sellernothing in this Section 9.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the PurchaserBorrower, the Affected Parties, Lender or the Seller or any manager of the Seller Agent or any incorporator, owner, member, partner, stockholder, Affiliateaffiliate, officer, employee or director or employee of the PurchaserBorrower, the Affected Parties Lender or the Seller, Agent or of any such manager or administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the PurchaserBorrower, the Affected Parties Lender or the Seller Agent contained in this Agreement, the Repurchase Documents 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 the PurchaserBorrower, any Affected Party the Lender or the Seller or any manager of the Seller Agent and each incorporator, owner, member, partner, stockholder, Affiliateaffiliate, officer, employee or director or employee of the PurchaserBorrower, the Affected Parties Lender or the Seller, Agent or of any such manager or administrator, or any of them, for breaches by the PurchaserBorrower, the Affected Parties Lender or the Seller Agent of any such obligations, covenants or agreements, which liability may arise either at common law or at in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 13.11 9.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the PurchaserAdministrative Agent, any Affected Party Secured Party, the Borrower, the Collateral Manager or the Seller or any manager of the Seller Equity Investor as contained in this Agreement, the Repurchase Documents Agreement or any other agreement, instrument or document entered into by the Purchaser, any Affected Party, the Seller or any such party it pursuant hereto or thereto or in connection herewith or therewith shall be had against any administrator of the Purchaser, any Affected Party, the Seller or any manager of the Seller or any incorporator, Affiliate, owner, member, partneraffiliate, stockholder, officer, partner, member, manager, employee or director or employee of the PurchaserAdministrative Agent, any Affected Secured Party, the SellerBorrower, the Collateral Manager or of any such manager or administrator, as such, the Equity Investor 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 PurchaserAdministrative Agent, any Secured Party, the Affected Parties Borrower, the Collateral Manager or the Seller Equity Investor contained in this Agreement, the Repurchase Documents Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or thereto or in connection herewith or therewith are, in each case, solely the corporate or limited liability company obligations of the PurchaserAdministrative Agent, any Secured Party, the Affected Parties and Borrower, the SellerCollateral Manager or the Equity Investor, and that no personal liability whatsoever shall attach to or be incurred by the Administrative Agent, any administrator of the PurchaserSecured Party, the Affected PartiesBorrower, the Seller Collateral Manager or any manager of the Seller Equity Investor or any incorporator, ownerstockholder, affiliate, officer, partner, member, partnermanager, stockholder, Affiliate, officer, employee or director or employee of the PurchaserAdministrative Agent, any Secured Party, the Affected Parties Borrower, the Collateral Manager or the Seller, or of any such manager or administrator, as such, or any other of them, Equity Investor under or by reason of any of the obligations, covenants or agreements of the PurchaserAdministrative Agent, any Secured Party, the Affected Parties Borrower, the Collateral Manager or the Seller Equity Investor contained in this Agreement, the Repurchase Documents Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the PurchaserAdministrative Agent, any Affected Party Secured Party, the Borrower, the Collateral Manager or the Seller or any manager of the Seller Equity Investor and each incorporator, ownerstockholder, affiliate, officer, partner, member, partnermanager, stockholder, Affiliate, officer, employee or director or employee of the PurchaserAdministrative Agent, any Secured Party, the Affected Parties Borrower, the Collateral Manager or the Seller, or of any such manager or administratorEquity Investor, or any of them, for breaches by the PurchaserAdministrative Agent, any Secured Party, the Affected Parties Borrower, the Collateral Manager or the Seller Equity Investor 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 ; provided that the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee, partner, member, manager or director of this Section 13.11 shall survive the termination Borrower, the Collateral Manager or the Equity Investor to USActive 57310676.6USActive 60324964.3 the extent of this Agreementany fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person.

Recourse Against Certain Parties. 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 PurchaserTrustee, any Affected Party the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Seller or any manager of the Seller Credit Support Providers as contained in this Agreement, the Repurchase Documents Agreement or any other agreement, instrument or document entered into by the Purchaser, any Affected Party, the Seller or any such party it pursuant hereto or thereto or in connection herewith or therewith shall be had against any administrator of the Purchaser, any Affected PartyTrustee, the Seller Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or any manager of the Seller Credit Support Providers or any incorporator, Affiliate, owner, member, partneraffiliate, stockholder, officer, employee or director or employee of the Purchaser, any Affected PartyTrustee, the SellerEligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers 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 PurchaserTrustee, the Affected Parties or Eligible Lender Trustee, the Seller Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers and the Credit Support Providers contained in this Agreement, the Repurchase Documents Agreement and all of the other agreements, instruments and documents entered into by it the Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers pursuant hereto or thereto or in connection herewith or therewith are, in each case, solely the corporate obligations of the PurchaserTrustee, the Affected Parties and Eligible Lender Trustee, the SellerFacility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers, as applicable, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the PurchaserTrustee, the Affected PartiesEligible Lender Trustee, the Seller Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or any manager of the Seller Credit Support Providers or any incorporator, owner, member, partner, stockholder, Affiliateaffiliate, officer, employee or director or employee of the PurchaserTrustee, the Affected Parties Eligible Lender Trustee, the Facility Agent, Lender, the Alternate Lender, the Liquidity Facility Providers or the Seller, Credit Support Providers or of any such manager or administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the PurchaserTrustee, the Affected Parties Eligible Lender Trustee, the Facility Agent, the Lender, the Liquidity Facility Providers or the Seller Credit Support Providers contained in this Agreement, the Repurchase Documents 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 the PurchaserTrustee, any Affected Party the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Seller or any manager of the Seller Credit Support Providers and each incorporator, owner, member, partner, stockholder, Affiliateaffiliate, officer, employee or director or employee of the PurchaserTrustee, the Affected Parties Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Seller, Credit Support Providers or of any such manager or administrator, or any of them, for breaches by the PurchaserTrustee, the Affected Parties Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Seller Credit Support Providers of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 13.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No 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 PurchaserAdministrative Agent, any Affected Party or Secured Party, the Borrower, the Collateral Manager, the Seller or any manager of the Seller Equityholder as contained in this Agreement, the Repurchase Documents Agreement or any other agreement, instrument or document entered into by the Purchaser, any Affected Party, the Seller or any such party it pursuant hereto or thereto or in connection herewith or therewith shall be had against any administrator of the Purchaser, any Affected Party, the Seller or any manager of the Seller or any incorporator, Affiliate, owner, member, partneraffiliate, stockholder, officer, partner, employee, member, manager or director or employee of the PurchaserAdministrative Agent, any Affected Secured Party, the SellerBorrower, the Collateral Manager, the Seller or of any such manager or administrator, as such, the Equityholder by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the PurchaserAdministrative Agent, any Secured Party, the Affected Parties Borrower, the Collateral Manager, the Seller or the Seller Equityholder contained in this Agreement, the Repurchase Documents Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or thereto or in connection herewith or therewith are, in each case, solely the corporate obligations of the PurchaserAdministrative Agent, any Secured Party, the Affected Parties and Borrower, the SellerCollateral Manager, the Seller or the Equityholder, and that no personal liability whatsoever shall attach to or be incurred by the Administrative Agent, any administrator of the PurchaserSecured Party, the Affected PartiesBorrower, the Collateral Manager, the Seller or any manager of the Seller Equityholder or any incorporator, ownerstockholder, affiliate, officer, partner, member, partnermanager, stockholder, Affiliate, officer, employee or director or employee of the PurchaserAdministrative Agent, any Secured Party, the Affected Parties Borrower, the Collateral Manager, the Seller or the Seller, or of any such manager or administrator, as such, or any other of them, Equityholder under or by reason of any of the obligations, covenants or agreements of the PurchaserAdministrative Agent, any Secured Party, the Affected Parties Borrower, the Collateral Manager, the Seller or the Seller Equityholder contained in this Agreement, the Repurchase Documents Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the PurchaserAdministrative Agent, any Affected Party or Secured Party, the Borrower, the Collateral Manager, the Seller or any manager of the Seller Equityholder and each incorporator, ownerstockholder, affiliate, officer, partner, member, partnermanager, stockholder, Affiliate, officer, employee or director or employee of the PurchaserAdministrative Agent, any Secured Party, the Affected Parties Borrower, the Collateral Manager, the Seller or the Seller, or of any such manager or administratorEquityholder, or any of them, for breaches by the PurchaserAdministrative Agent, any Secured Party, the Affected Parties Borrower, the Collateral Manager, the Seller or the Seller Equityholder 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 that, the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee, member, manager or director of the Borrower, the Collateral Manager, the Seller or the Equityholder to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person. The provisions of this Section 13.11 shall survive the termination of this Agreement.133

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant covenant, duty or agreement (including, without limitation, the payment of any fees or any other obligations) of the Deal Agent, the Purchaser, any Secured Party, any Affected Party or Party, the Seller or any manager of the Seller Limited Guarantor as contained in this Agreement, the Repurchase Documents or any other agreement, instrument or document entered into by the Purchaser, any Secured Party, any Affected Party, the Seller Seller, the Limited Guarantor or any such party pursuant hereto or thereto or in connection herewith or therewith shall be had against any administrator of the Deal Agent, the Purchaser, any Secured Party, any Affected Party, the Seller or any manager of the Seller Limited Guarantor or any incorporator, AffiliateAffiliate (direct or indirect), owner, member, partner, stockholder, officer, director director, employee, agent or employee attorney of the Deal Agent, the Purchaser, any Secured Party, any Affected Party, the Seller, Seller or the Limited Guarantor or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each of the Deal Agent, the Purchaser, the Secured Parties, the Affected Parties or Parties, the Seller and the Limited Guarantor contained in this Agreement, the Repurchase Documents and all of the other agreements, instruments and documents entered into by it pursuant hereto or thereto or in connection herewith or therewith are, in each case, solely the corporate obligations of the Deal Agent, the Purchaser, the Secured Parties, the Affected Parties Parties, the Seller and the SellerLimited Guarantor, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Deal Agent, the Purchaser, the Secured Parties, the Affected Parties, the Seller or any manager of the Seller Limited Guarantor or any incorporator, owner, member, partner, stockholder, AffiliateAffiliate (direct or indirect), officer, director director, employee, agent or employee attorney of the Deal Agent, the Purchaser, the Secured Parties, the Affected Parties Parties, the Seller or the SellerLimited Guarantor, or of any such manager or administrator, as such, or any other of them, under or by reason of any of the obligations, duties, covenants or agreements of the Deal Agent, the Purchaser, the Secured Parties, the Affected Parties Parties, the Seller or the Seller Limited Guarantor contained in this Agreement, the Repurchase Documents or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Deal Agent, the Purchaser, any Secured Party, any Affected Party or Party, the Seller or any manager of the Seller Limited Guarantor and each incorporator, owner, member, partner, stockholder, AffiliateAffiliate (direct or indirect), officer, director director, employee, agent or employee attorney of the Deal Agent, the Purchaser, the Secured Parties, the Affected Parties Parties, the Seller or the SellerLimited Guarantor, or of any such manager or administrator, or any of them, for breaches by the Deal Agent, the Purchaser, the Secured Parties, the Affected Parties Parties, the Seller or the Seller Limited Guarantor of any such obligations, duties, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 13.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, including the payment of any fees or any other obligations) of the PurchaserFacility Servicer, any Affected Party or the Seller Collateral Custodian, the Administrative Agent, the Lenders or any manager of the Seller Secured Party as contained in this Agreement, the Repurchase Documents Agreement or any other agreement, instrument or document entered into by the Purchaser, any Affected PartyFacility Servicer, the Seller Collateral Custodian, the Administrative Agent, the Lenders or any such party Secured Party pursuant hereto or thereto or in connection herewith or therewith shall be had against any administrator of the Purchaser, any Affected PartyFacility Servicer, the Seller Collateral Custodian, the Administrative Agent, the Lenders or any manager of the Seller Secured Party or any incorporator, Affiliate, owner, member, partneraffiliate, stockholder, officer, employee or director or employee of the Purchaser, any Affected PartyFacility Servicer, the SellerCollateral Custodian, the Administrative Agent, the Lenders or any Secured Party or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Purchaser, the Affected Parties or the Seller each party hereto contained in this Agreement, the Repurchase Documents Agreement and all of the other agreements, instruments and documents entered into by it the Facility Servicer, the Collateral Custodian, the Administrative Agent, the Lenders or any Secured Party pursuant hereto or thereto or in connection herewith or therewith are, in each case, solely the corporate obligations of the Purchaser, the Affected Parties such party (and the Sellernothing in this Section 11.08(a) shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the PurchaserAdministrative Agent, the Affected Parties, the Seller Lenders or any manager of the Seller Secured Party or any incorporator, owner, member, partner, stockholder, Affiliateaffiliate, officer, employee or director or employee of the PurchaserLenders, the Affected Parties Facility Servicer, the Collateral Custodian or the Seller, Administrative Agent or of any such manager or administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the PurchaserFacility Servicer, the Affected Parties Collateral Custodian, the Administrative Agent, the Lenders or the Seller any Secured Party contained in this Agreement, the Repurchase Documents Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the PurchaserFacility Servicer, any Affected Party or the Seller Collateral Custodian, the Administrative Agent, the Lenders or any manager of the Seller Secured Party and each incorporator, owner, member, partner, stockholder, Affiliateaffiliate, officer, employee or director or employee of the PurchaserFacility Servicer, the Affected Parties Collateral Custodian, the Administrative Agent, the Lenders or the Seller, any Secured Party or of any such manager or administrator, or any of them, for breaches by the PurchaserFacility Servicer, the Affected Parties Collateral Custodian, the Administrative Agent, the Lenders or the Seller any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or at in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 13.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. 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 PurchaserAdministrative Agent, any Affected Party the Lenders, the Borrowers or the Seller or any manager of the Seller Guarantors as contained in this Agreement, the Repurchase Loan Documents or any other agreement, instrument or document entered into by the Purchaser, any Affected PartyAdministrative Agent, the Seller Lenders, the Borrowers, the Guarantors or any such party pursuant hereto or thereto or in connection herewith or therewith shall be had against any administrator of the Purchaser, any Affected PartyAdministrative Agent, the Seller Lenders, the Borrowers or any manager of the Seller Guarantors or any incorporator, AffiliateAffiliate (direct or indirect), owner, member, partner, stockholder, officer, director director, employee, agent or employee attorney of the Purchaser, any Affected PartyAdministrative Agent, the SellerLenders, the Borrowers or the Guarantors 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 PurchaserAdministrative Agent, the Affected Parties Lenders, the Borrowers or the Seller Guarantors contained in this Agreement, the Repurchase Loan Documents and all of the other agreements, First Amended and Restated Revolving Loan Agreement (Wachovia and Arbor) 96 instruments and documents entered into by it pursuant hereto or thereto or in connection herewith or therewith are, in each case, solely the corporate obligations of the PurchaserAdministrative Agent, the Affected Parties and Lenders, the SellerBorrowers or the Guarantors, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the PurchaserAdministrative Agent, the Affected PartiesLenders, the Seller Borrowers or any manager of the Seller Guarantors or any incorporator, owner, member, partner, stockholder, AffiliateAffiliate (direct or indirect), officer, director director, employee, agent or employee attorney of the PurchaserAdministrative Agent, the Affected Parties Lenders, the Borrowers or the SellerGuarantors, or of any such manager or administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the PurchaserAdministrative Agent, the Affected Parties Lenders, the Borrowers or the Seller Guarantors contained in this Agreement, the Repurchase Loan Documents or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the PurchaserAdministrative Agent, any Affected Party the Lenders, the Borrowers or the Seller or any manager of the Seller Guarantors and each incorporator, owner, member, partner, stockholder, AffiliateAffiliate (direct or indirect), officer, director director, employee, agent or employee attorney of the PurchaserAdministrative Agent, the Affected Parties Lenders, the Borrowers or the SellerGuarantors, or of any such manager or administrator, or any of them, for breaches by the PurchaserAdministrative Agent, the Affected Parties Lenders, the Borrowers or the Seller Guarantors 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 AgreementAgreement and the payment in full of the Obligations.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the PurchaserAdministrative Agent, any Affected Party or Secured Party, the Borrower, the Collateral Manager, the Seller or any manager of the Seller Equityholder as contained in this Agreement, the Repurchase Documents Agreement or any other agreement, instrument or document entered into by the Purchaser, any Affected Party, the Seller or any such party it pursuant hereto or thereto or in connection herewith or therewith shall be had against any administrator of the Purchaser, any Affected Party, the Seller or any manager of the Seller or any incorporator, Affiliate, owner, member, partneraffiliate, stockholder, officer, partner, employee, member, manager or director or employee of the PurchaserAdministrative Agent, any Affected Secured Party, the SellerBorrower, the Collateral Manager, the Seller or of any such manager or administrator, as such, the Equityholder by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the PurchaserAdministrative Agent, any Secured Party, the Affected Parties Borrower, the Collateral Manager, the Seller or the Seller Equityholder contained in this Agreement, the Repurchase Documents Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or thereto or in connection herewith or therewith are, in each case, solely the corporate obligations of the PurchaserAdministrative Agent, any Secured Party, the Affected Parties and Borrower, the SellerCollateral Manager, the Seller or the Equityholder, and that no personal liability whatsoever shall attach to or be incurred by the Administrative Agent, any administrator of the PurchaserSecured Party, the Affected PartiesBorrower, the Collateral Manager, the Seller or any manager of the Seller Equityholder or any incorporator, ownerstockholder, affiliate, officer, partner, member, partnermanager, stockholder, Affiliate, officer, employee or director or employee of the PurchaserAdministrative Agent, any Secured Party, the Affected Parties Borrower, the Collateral Manager, the Seller or the Seller, or of any such manager or administrator, as such, or any other of them, Equityholder under or by reason of any of the obligations, covenants or agreements of the PurchaserAdministrative Agent, any Secured Party, the Affected Parties Borrower, the Collateral Manager, the Seller or the Seller Equityholder contained in this Agreement, the Repurchase Documents Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the PurchaserAdministrative Agent, any Affected Party or Secured Party, the Borrower, the Collateral Manager, the Seller or any manager of the Seller Equityholder and each incorporator, ownerstockholder, affiliate, officer, partner, member, partnermanager, stockholder, Affiliate, officer, employee or director or employee of the PurchaserAdministrative Agent, any Secured Party, the Affected Parties Borrower, the Collateral Manager, the Seller or the Seller, or of any such manager or administratorEquityholder, or any of them, for breaches by the PurchaserAdministrative Agent, any Secured Party, the Affected Parties Borrower, the Collateral Manager, the Seller or the Seller Equityholder 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 that, the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee, member, manager or director of the Borrower, the Collateral Manager, the Seller or the Equityholder to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person. The provisions of this Section 13.11 shall survive the termination of this Agreement.134

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the PurchaserAdministrative Agent, the Lender Agents, any Affected Party Secured Party, the Borrower, the Collateral Custodian or the Seller or any manager of the Seller Servicer as contained in this Agreement, the Repurchase Documents Agreement or any other agreement, instrument or document entered into by the Purchaser, any Affected Party, the Seller or any such party it pursuant hereto or thereto or in connection herewith or therewith shall be had against any administrator of the Purchaser, any Affected Party, the Seller or any manager of the Seller or any incorporator, Affiliate, owner, member, partneraffiliate, stockholder, officer, partner, employee or director or employee of the PurchaserAdministrative Agent, the Lender Agents, any Affected Secured Party, the SellerBorrower, the Collateral Custodian or of any such manager or administrator, as such, the Servicer by the enforcement of any assessment or by any legal or equitable proceeding, by virtue USActive 57833767.7 179 of any statute or otherwise; it being expressly agreed and understood that the agreements of the PurchaserAdministrative Agent, the Affected Parties Lender Agents, any Secured Party, the Borrower, the Collateral Custodian or the Seller Servicer contained in this Agreement, the Repurchase Documents Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or thereto or in connection herewith or therewith are, in each case, solely the corporate obligations of the PurchaserAdministrative Agent, the Affected Parties and Lender Agents, any Secured Party, the SellerBorrower, the Collateral Custodian or the Servicer, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the PurchaserAdministrative Agent, the Affected PartiesLender Agents, any Secured Party, the Seller or any manager of Borrower, the Seller Collateral Custodian, the Servicer or any incorporator, ownerstockholder, memberaffiliate, officer, partner, stockholder, Affiliate, officer, employee or director or employee of the PurchaserAdministrative Agent, the Affected Parties Lender Agents, any Secured Party, the Borrower, the Collateral Custodian or the Seller, or of any such manager or administrator, as such, or any other of them, Servicer under or by reason of any of the obligations, covenants or agreements of the PurchaserAdministrative Agent, the Affected Parties Lender Agents, any Secured Party, the Borrower, the Collateral Custodian or the Seller Servicer contained in this Agreement, the Repurchase Documents Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the PurchaserAdministrative Agent, the Lender Agents, any Affected Party Secured Party, the Borrower, the Collateral Custodian or the Seller or any manager of the Seller Servicer and each incorporator, ownerstockholder, memberaffiliate, officer, partner, stockholder, Affiliate, officer, employee or director or employee of the PurchaserAdministrative Agent, the Affected Parties Lender Agents, any Secured Party, the Borrower, the Collateral Custodian or the Seller, or of any such manager or administratorServicer, or any of them, for breaches by the PurchaserAdministrative Agent, the Affected Parties Lender Agents, any Secured Party, the Borrower, the Collateral Custodian or the Seller Servicer 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 ; provided that, the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee or director of this Section 13.11 shall survive the termination Borrower, the Collateral Custodian or the Servicer to the extent of this Agreementany fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the PurchaserAdministrative Agent, any Affected Party Secured Party, the Borrower, the Collateral Manager or the Seller or any manager of the Seller Equityholder as contained in this Agreement, the Repurchase Documents Agreement or any other agreement, instrument or document entered into by the Purchaser, any Affected Party, the Seller or any such party it pursuant hereto or thereto or in connection herewith or therewith shall be had against any administrator of the Purchaser, any Affected Party, the Seller or any manager of the Seller or any incorporator, Affiliate, owner, member, partneraffiliate, stockholder, officer, partner, member, manager, employee or director or employee of the PurchaserAdministrative Agent, any Affected Secured Party, the SellerBorrower, the Collateral Manager or of any such manager or administrator, as such, the Equityholder by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the PurchaserAdministrative Agent, any Secured Party, the Affected Parties Borrower, the Collateral Manager or the Seller Equityholder contained in this Agreement, the Repurchase Documents Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or thereto or in connection herewith or therewith are, in each case, solely the corporate or limited liability company obligations of the PurchaserAdministrative Agent, any Secured Party, the Affected Parties and Borrower, the SellerCollateral Manager or the Equityholder, and that no personal liability whatsoever shall attach to or be incurred by the Administrative Agent, any administrator of the PurchaserSecured Party, the Affected PartiesBorrower, the Seller Collateral Manager or any manager of the Seller Equityholder or any incorporator, ownerstockholder, affiliate, officer, partner, member, partnermanager, stockholder, Affiliate, officer, employee or director or employee of the PurchaserAdministrative Agent, any Secured Party, the Affected Parties Borrower, the Collateral Manager or the Seller, or of any such manager or administrator, as such, or any other of them, Equityholder under or by reason of any of the obligations, covenants or agreements of the PurchaserAdministrative Agent, any Secured Party, the Affected Parties Borrower, the Collateral Manager or the Seller Equityholder contained in this Agreement, the Repurchase Documents Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the PurchaserAdministrative Agent, any Affected Party Secured Party, the Borrower, the Collateral Manager or the Seller or any manager of the Seller Equityholder and each incorporator, ownerstockholder, affiliate, officer, partner, member, partnermanager, stockholder, Affiliate, officer, employee or director or employee of the PurchaserAdministrative Agent, any Secured Party, the Affected Parties Borrower, the Collateral Manager or the Seller, or of any such manager or administratorEquityholder, or any of them, for breaches by the PurchaserAdministrative Agent, any Secured Party, the Affected Parties Borrower, the Collateral Manager or the Seller Equityholder 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 that the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee, partner, member, manager or director of the Borrower, the Collateral Manager or the Equityholder to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person. The provisions of this Section 13.11 shall survive the termination of this Agreement.147

Recourse Against Certain Parties. 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 Purchaser, any Affected Party or the Seller or any manager of the Seller Lender as contained in this Agreement, the Repurchase Documents Agreement or any other agreement, instrument or document entered into by the Purchaser, any Affected Party, the Seller Borrower or any such party Lender pursuant hereto or thereto or in connection herewith or therewith shall be had against any administrator of the Purchaser, any Affected Party, the Seller Borrower or any manager of the Seller such Lender or any incorporator, Affiliate, owner, member, partneraffiliate, stockholder, officer, employee or director or employee of the Purchaser, any Affected Party, the Seller, Borrower or such 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 itbeingexpresslyagreedandunderstood that the agreements of the Purchaser, the Affected Parties or the Seller each party hereto contained in this Agreement, the Repurchase Documents Agreement and all of the other agreements, instruments and documents entered into by it the Borrower or any Lender pursuant hereto or thereto or in connection herewith or therewith are, in each case, solely the corporate obligations of the Purchaser, the Affected Parties such party (and the Sellernothing in this Section 9.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Purchaser, the Affected Parties, the Seller Borrower or any manager of the Seller Lender or any incorporator, owner, member, partner, stockholder, Affiliateaffiliate, officer, employee or director or employee of the Purchaser, the Affected Parties Borrower or the Seller, such Lender or of any such manager or administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Purchaser, the Affected Parties Borrower or the Seller such Lender contained in this Agreement, the Repurchase Documents 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 the Purchaser, any Affected Party or the Seller Borrower or any manager of the Seller Lender and each incorporator, owner, member, partner, stockholder, Affiliateaffiliate, officer, employee or director or employee of the Purchaser, the Affected Parties Borrower or the Seller, such Lender or of any such manager or administrator, or any of them, for breaches by the Purchaser, the Affected Parties Borrower or the Seller such Lender 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 9.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. 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 PurchaserTrustee, any Affected Party the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Seller or any manager of the Seller Credit Support Providers as contained in this Agreement, the Repurchase Documents Agreement or any other agreement, instrument or document entered into by the Purchaser, any Affected Party, the Seller or any such party it pursuant hereto or thereto or in connection herewith or therewith shall be had against any administrator of the Purchaser, any Affected PartyTrustee, the Seller Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or any manager of the Seller Credit Support Providers or any incorporator, Affiliate, owner, member, partneraffiliate, stockholder, officer, employee or director or employee of the Purchaser, any Affected PartyTrustee, the SellerFacility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers 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 PurchaserTrustee, the Affected Parties or Facility Agent, the Seller Lender, the Alternate Lender, the Liquidity Facility Providers and the Credit Support Providers contained in this Agreement, the Repurchase Documents Agreement and all of the other agreements, instruments and documents entered into by it the Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers pursuant hereto or thereto or in connection herewith or therewith are, in each case, solely the corporate obligations of the PurchaserTrustee, the Affected Parties and Facility Agent, the SellerLender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers, as applicable, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the PurchaserTrustee, the Affected PartiesFacility Agent, the Seller Lender, the Alternate Lender, the Liquidity Facility Providers or any manager of the Seller Credit Support Providers or any incorporator, owner, member, partner, stockholder, Affiliateaffiliate, officer, employee or director or employee of the PurchaserTrustee, the Affected Parties Facility Agent, Lender, the Alternate Lender, the Liquidity Facility Providers or the Seller, Credit Support Providers or of any such manager or administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the PurchaserTrustee, the Affected Parties Facility Agent, the Lender, the Liquidity Facility Providers or the Seller Credit Support Providers contained in this Agreement, the Repurchase Documents 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 the PurchaserTrustee, any Affected Party the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Seller or any manager of the Seller Credit Support Providers and each incorporator, owner, member, partner, stockholder, Affiliateaffiliate, officer, employee or director or employee of the PurchaserTrustee, the Affected Parties Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Seller, Credit Support Providers or of any such manager or administrator, or any of them, for breaches by the PurchaserTrustee, the Affected Parties Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Seller Credit Support Providers of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 13.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No 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 PurchaserAdministrative Agent, the Lender Agents, any Affected Party Secured Party, the Borrower, the Collateral Custodian or the Seller or any manager of the Seller Servicer as contained in this Agreement, the Repurchase Documents Agreement or any other agreement, instrument or document entered into by the Purchaser, any Affected Party, the Seller or any such party it pursuant hereto or thereto or in connection herewith or therewith shall be had against any administrator of the Purchaser, any Affected Party, the Seller or any manager of the Seller or any incorporator, Affiliate, owner, member, partneraffiliate, stockholder, officer, partner, employee or director or employee of the PurchaserAdministrative Agent, the Lender Agents, any Affected Secured Party, the SellerBorrower, the Collateral Custodian or of any such manager or administrator, as such, the Servicer 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 PurchaserAdministrative Agent, the Affected Parties Lender Agents, any Secured Party, the Borrower, the Collateral Custodian or the Seller Servicer contained in this Agreement, the Repurchase Documents Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or thereto or in connection herewith or therewith are, in each case, solely the corporate obligations of the PurchaserAdministrative Agent, the Affected Parties and Lender Agents, any Secured Party, the SellerBorrower, the Collateral Custodian or the Servicer, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the PurchaserAdministrative Agent, the Affected PartiesLender Agents, any Secured Party, the Seller or any manager of Borrower, the Seller Collateral Custodian, the Servicer or any incorporator, ownerstockholder, memberaffiliate, officer, partner, stockholder, Affiliate, officer, employee or director or employee of the PurchaserAdministrative Agent, the Affected Parties Lender Agents, any Secured Party, the Borrower, the Collateral Custodian or the Seller, or of any such manager or administrator, as such, or any other of them, Servicer under or by reason of any of the obligations, covenants or agreements of the PurchaserAdministrative Agent, the Affected Parties Lender Agents, any Secured Party, the Borrower, the Collateral Custodian or the Seller Servicer contained in this Agreement, the Repurchase Documents Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the PurchaserAdministrative Agent, the Lender Agents, any Affected Party Secured Party, the Borrower, the Collateral Custodian or the Seller or any manager of the Seller Servicer and each incorporator, ownerstockholder, memberaffiliate, officer, partner, stockholder, Affiliate, officer, employee or director or employee of the PurchaserAdministrative Agent, the Affected Parties Lender Agents, any Secured Party, the Borrower, the Collateral Custodian or the Seller, or of any such manager or administratorServicer, or any of them, for breaches by the PurchaserAdministrative Agent, the Affected Parties Lender Agents, any Secured Party, the Borrower, the Collateral Custodian or the Seller Servicer 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 ; provided that, the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee or director of this Section 13.11 shall survive the termination Borrower, the Collateral Custodian or the Servicer to the extent of this Agreementany fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the PurchaserBorrower, any Affected Party the Seller, the Lenders or the Seller or any manager of the Seller Administrative Agent as contained in this Agreement, the Repurchase Documents Agreement or any other agreement, instrument or document entered into by the Purchaser, any Affected PartyBorrower, the Seller Seller, the Lenders or any such party the Administrative Agent pursuant hereto or thereto or in connection herewith or therewith shall be had against any administrator of any Lender or the Purchaser, any Affected Party, the Seller or any manager of the Seller Administrative Agent or any incorporator, Affiliate, owner, member, partneraffiliate, stockholder, officer, agent, employee or director or employee of the Purchaser, any Affected PartyBorrower, the Seller, any Lender or the Administrative Agent or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Purchaser, the Affected Parties or the Seller each party hereto contained in this Agreement, the Repurchase Documents Agreement and all of the other agreements, instruments and documents entered into by it the Borrower, the Seller, the Lenders or the Administrative Agent pursuant hereto or thereto or in connection herewith or therewith are, in each case, solely the corporate obligations of the Purchaser, the Affected Parties such party (and the Sellernothing in this Section 10.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the PurchaserBorrower, the Affected PartiesSeller, any Lender or the Seller or any manager of the Seller Administrative Agent or any incorporator, owner, member, partner, stockholder, Affiliateaffiliate, officer, agent, employee or director or employee of the PurchaserBorrower, the Affected Parties or the Seller, any Lender or the Administrative Agent or of any such manager or administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the PurchaserBorrower, the Affected Parties Seller, the Lenders or the Seller Administrative Agent contained in this Agreement, the Repurchase Documents 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 the PurchaserBorrower, the Seller, any Affected Party Lender or the Seller or any manager of the Seller Administrative Agent and each incorporator, owner, member, partner, stockholder, Affiliateaffiliate, officer, agent, employee or director or employee of the PurchaserBorrower, the Affected Parties or the Seller, any Lender or the Administrative Agent or of any such manager or administrator, or any of them, for breaches by the PurchaserBorrower, the Affected Parties Seller, any Lender or the Seller Administrative Agent of any such obligations, covenants or agreements, which liability may arise either at common law or at in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 13.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the PurchaserAdministrative Agent, any Affected Party or Secured Party, the Borrower, the Collateral Manager, the Collateral Agent, the Seller or any manager of the Seller Equityholder as contained in this Agreement, the Repurchase Documents Agreement or any other agreement, instrument or document entered into by the Purchaser, any Affected Party, the Seller or any such party it pursuant hereto or thereto or in connection herewith or therewith shall be had against any administrator of the Purchaser, any Affected Party, the Seller or any manager of the Seller or any incorporator, Affiliate, owner, member, partneraffiliate, stockholder, officer, partner, member, manager, employee or director or employee of the PurchaserAdministrative Agent, any Affected Secured Party, the SellerBorrower, the Collateral Manager, the Collateral Agent, the Seller or of any such manager or administrator, as such, the Equityholder by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the PurchaserAdministrative Agent, any Secured Party, the Affected Parties Borrower, the Collateral Manager, the Collateral Agent, the Seller or the Seller Equityholder contained in this Agreement, the Repurchase Documents Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or thereto or in connection herewith or therewith are, in each case, solely the corporate or limited liability company obligations of the PurchaserAdministrative Agent, any Secured Party, the Affected Parties and Borrower, the SellerCollateral Manager, the Collateral Agent, the Seller or the Equityholder, and that no personal liability whatsoever shall attach to or be incurred by the Administrative Agent, any administrator of the PurchaserSecured Party, the Affected PartiesBorrower, the Collateral Manager, the Collateral Agent, the Seller or any manager of the Seller Equityholder or any incorporator, ownerstockholder, affiliate, officer, partner, member, partnermanager, stockholder, Affiliate, officer, employee or director or employee of the PurchaserAdministrative Agent, any Secured Party, the Affected Parties Borrower, the Collateral Manager, the Collateral Agent, the Seller or the Seller, or of any such manager or administrator, as such, or any other of them, Equityholder under or by reason of any of the obligations, covenants or agreements of the PurchaserAdministrative Agent, any Secured Party, the Affected Parties Borrower, the Collateral Manager, the Collateral Agent, the Seller or the Seller Equityholder contained in this Agreement, the Repurchase Documents Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the PurchaserAdministrative Agent, any Affected Party or Secured Party, the Borrower, the Collateral Manager, the Collateral Agent, the Seller or any manager of the Seller Equityholder and each incorporator, ownerstockholder, affiliate, officer, partner, member, partnermanager, stockholder, Affiliate, officer, employee or director or employee of the PurchaserAdministrative Agent, any Secured Party, the Affected Parties Borrower, the Collateral Manager, the Collateral Agent, the Seller or the Seller, or of any such manager or administratorEquityholder, or any of them, for breaches by the PurchaserAdministrative Agent, any Secured Party, the Affected Parties Borrower, the Collateral Manager, the Collateral Agent, the Seller or the Seller Equityholder 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 ; provided that the foregoing non‑recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee, partner, member, manager or director of this Section 13.11 shall survive the termination Borrower, the Collateral Manager, the Collateral Agent, the Seller or the Equityholder to the extent of this Agreementany fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, including the payment of any fees or any other obligations) of the PurchaserFacility Servicer, any Affected Party or the Seller Portfolio Asset Servicer, the Sponsor, the Administrative Agent, the Lenders or any manager of the Seller Secured Party as contained in this Agreement, the Repurchase Documents Agreement or any other agreement, instrument or document entered into by the Purchaser, any Affected PartyFacility Servicer, the Seller Portfolio Asset Servicer, the Sponsor, the Administrative Agent, the Lenders or any such party Secured Party pursuant hereto or thereto or in connection herewith or therewith shall be had against any administrator of the Purchaser, any Affected PartyFacility Servicer, the Seller Portfolio Asset Servicer, the Sponsor, the Administrative Agent, the Lenders or any manager of the Seller Secured Party or any incorporator, Affiliate, owner, member, partneraffiliate, stockholder, officer, employee or director or employee of the Purchaser, any Affected PartyFacility Servicer, the SellerPortfolio Asset Servicer, the Sponsor, the Administrative Agent, the Lenders or any Secured Party or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Purchaser, the Affected Parties or the Seller each party hereto contained in this Agreement, the Repurchase Documents Agreement and all of the other agreements, instruments and documents entered into by it the Facility Servicer, the Portfolio Asset Servicer, the Sponsor, the Administrative Agent, the Lenders or any Secured Party pursuant hereto or thereto or in connection herewith or therewith are, in each case, solely the corporate obligations of the Purchaser, the Affected Parties such party (and the Sellernothing in this Section 10.08 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the PurchaserAdministrative Agent, the Affected Parties, the Seller Lenders or any manager of the Seller Secured Party or any incorporator, owner, member, partner, stockholder, Affiliateaffiliate, officer, employee or director or employee of the PurchaserLenders, the Affected Parties Facility Servicer, the Portfolio Asset Servicer, the Sponsor or the Seller, Administrative Agent or of any such manager or administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the PurchaserFacility Servicer, the Affected Parties Portfolio Asset Servicer, the Sponsor, the Administrative Agent, the Lenders or the Seller any Secured Party contained in this Agreement, the Repurchase Documents Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the PurchaserFacility Servicer, any Affected Party or the Seller Portfolio Asset Servicer, the Sponsor, the Administrative Agent, the Lenders or any manager of the Seller Secured Party and each incorporator, owner, member, partner, stockholder, Affiliateaffiliate, officer, employee or director or employee of the PurchaserFacility Servicer, the Affected Parties Portfolio Asset Servicer, the Sponsor, the Administrative Agent, the Lenders or the Seller, any Secured Party or of any such manager or administrator, or any of them, for breaches by the PurchaserFacility Servicer, the Affected Parties Portfolio Asset Servicer, the Sponsor, the Administrative Agent, the Lenders or the Seller any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or at in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 13.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the PurchaserAdministrative Agent, any Affected Party Secured Party, or the Borrower, the Loan Manager, any Seller or any manager of the Seller OFS Parent as contained in this Agreement, the Repurchase Documents Agreement or any other agreement, instrument or document entered into by the Purchaser, any Affected Party, the Seller or any such party it pursuant hereto or thereto or in connection herewith or therewith shall be had against any administrator of the Purchaser, any Affected Party, the Seller or any manager of the Seller or any incorporator, Affiliate, owner, member, partneraffiliate, stockholder, officer, partner, member, manager, employee or director or employee of the PurchaserAdministrative Agent, any Affected Secured Party, or the SellerBorrower, the Loan Manager, any Seller or of any such manager or administrator, as such, the OFS Parent 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 PurchaserAdministrative Agent, any Secured Party, or the Borrower, the Affected Parties Loan Manager, any Seller or the Seller OFS Parent contained in this Agreement, the Repurchase Documents Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or thereto or in connection herewith or therewith are, in each case, solely the corporate or limited liability company obligations of the PurchaserAdministrative Agent, any Secured Party, or the Borrower, the Affected Parties and Loan Manager, any Seller or the SellerOFS Parent, and that no personal liability whatsoever shall attach to or be incurred by the Administrative Agent, any administrator of Secured Party, any the PurchaserBorrower, the Affected PartiesLoan Manager, the any Seller or any manager of the Seller OFS Parent or any incorporator, ownerstockholder, affiliate, officer, partner, member, partnermanager, stockholder, Affiliate, officer, employee or director or employee of the PurchaserAdministrative Agent, any Secured Party, or the Borrower, the Affected Parties Loan Manager, any Seller or the Seller, or of any such manager or administrator, as such, or any other of them, OFS Parent under or by reason of any of the obligations, covenants or agreements of the PurchaserAdministrative Agent, any Secured Party, or the Borrower, the Affected Parties Loan Manager, any Seller or the Seller OFS Parent contained in this Agreement, the Repurchase Documents Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the PurchaserAdministrative Agent, any Affected Party Secured Party, or the Borrower, the Loan Manager, any Seller or any manager of the Seller OFS Parent and each incorporator, ownerstockholder, affiliate, officer, partner, member, partnermanager, stockholder, Affiliate, officer, employee or director or employee of the PurchaserAdministrative Agent, any Secured Party or the Borrower, the Affected Parties Loan Manager, any Seller or the Seller, or of any such manager or administratorOFS Parent, or any of them, for breaches by the PurchaserAdministrative Agent, any Secured Party, or the Borrower, the Affected Parties Loan Manager, any Seller or the Seller OFS Parent 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 ; provided that the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee, partner, member, manager or director of this Section 13.11 shall survive any the termination Borrower, the Loan Manager, any Seller or the OFS Parent to the extent of this Agreementany fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person.