Common use of Recourse Against Certain Parties Clause in Contracts

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Seller as contained in this Agreement, any other Facility Document or any other agreement, instrument or document entered into by it pursuant to or in connection with this Agreement or any other Facility Document shall be had against any stockholder, incorporator, partner, member, manager, authorized representative, officer, employee, personnel or director of the Seller by the enforcement 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 Seller contained in this Agreement, any other Facility Document and all of the other agreements, instruments and documents entered into by it pursuant to or in connection with this Agreement or any other Facility Document are, in each case, solely the limited liability company (or, on or after the Conversion, if any, corporate) obligations of the Seller, and that no personal liability whatsoever shall attach to or be incurred by any stockholder, incorporator, partner, member, manager, authorized representative, officer, employee, personnel or director of the Seller, or any of them, under or by reason of any of the obligations, covenants or agreements of the Seller contained in this Agreement, any other Facility Document or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of each stockholder, incorporator, partner, member, manager, authorized representative, officer, employee, personnel or director of the Seller, or any of them, for breaches by 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 8.08(a) shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees Fees or any other obligations) of the any Seller as Party or Liberty Streetany Conduit Purchaser contained in this Agreement, any other Facility Document Agreement or any other agreement, instrument or document entered into by it pursuant to hereto or in connection with this Agreement or any other Facility Document herewith shall be had against any incorporator, affiliate, stockholder, incorporatorofficer, partner, member, manager, authorized representative, officer, employee, personnel employee or director of the any Seller Party or Liberty Streetany Conduit Purchaser by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise otherwise; it being expressly agreed and understood that the agreements of the Seller Parties or Liberty Streeteach Conduit Purchaser contained in this Agreement, any other Facility Document Agreement and all of the other agreements, instruments and documents entered into by it pursuant to hereto or in connection with this Agreement or any other Facility Document herewith are, in each case, solely the corporate or limited liability company (or, on or after the Conversion, if any, corporate) obligations of the SellerSeller Parties or Liberty Streetsuch Conduit Purchaser, as the case may be, and that no personal liability whatsoever shall attach to or be incurred by the Seller Parties, Liberty Streetany Conduit Purchaser or any incorporator or organizer, stockholder, incorporatoraffiliate, officer, partner, member, manager, authorized representative, officer, employee, personnel employee or director of the Seller, or any of them, thereof under or by reason of any of the obligations, covenants or agreements of the Seller Parties contained in this Agreement, any other Facility Document Agreement or in any other such instruments, documents or agreements, or which that are implied therefrom. By way of clarification, and that the foregoing sentence shall not limit recourse to any and all personal liability of each stockholder, incorporator, partner, member, manager, authorized representative, officer, employee, personnel or director of the Seller, or any of them, Seller Party for breaches by 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 8.08(a) shall survive the termination of its respective obligations under 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 Fees or any other obligations) of the any Seller as Party or any Conduit Purchaser contained in this Agreement, any other Facility Document Agreement or any other agreement, instrument or document entered into by it pursuant to hereto or in connection with this Agreement or any other Facility Document herewith shall be had against any incorporator, affiliate, stockholder, incorporatorofficer, partner, member, manager, authorized representative, officer, employee, personnel employee or director of the any Seller Party or any Conduit Purchaser by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise otherwise; it being expressly agreed and understood that the agreements of the Seller Parties or each Conduit Purchaser contained in this Agreement, any other Facility Document Agreement and all of the other agreements, instruments and documents entered into by it pursuant to hereto or in connection with this Agreement or any other Facility Document herewith are, in each case, solely the corporate or limited liability company (or, on or after the Conversion, if any, corporate) obligations of the SellerSeller Parties or such Conduit Purchaser, as the case may be, and that no personal liability whatsoever shall attach to or be incurred by the Seller Parties, any Conduit Purchaser or any incorporator or organizer, stockholder, incorporatoraffiliate, officer, partner, member, manager, authorized representative, officer, employee, personnel employee or director of the Seller, or any of them, thereof under or by reason of any of the obligations, covenants or agreements of the Seller Parties contained in this Agreement, any other Facility Document Agreement or in any other such instruments, documents or agreements, or which that are implied therefrom. By way of clarification, and that the foregoing sentence shall not limit recourse to any and all personal liability of each stockholder, incorporator, partner, member, manager, authorized representative, officer, employee, personnel or director of the Seller, or any of them, Seller Party for breaches by 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 8.08(a) shall survive the termination of its respective obligations under 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 Seller Lender or the Agent as contained in this Agreement, any other Facility Document Agreement or any other agreement, instrument or document entered into by it the Lender or the Agent pursuant to hereto or in connection with this Agreement or any other Facility Document herewith shall be had against any stockholder, administrator of the Lender or the Agent or any incorporator, partneraffiliate, member, manager, authorized representativestockholder, officer, employee, personnel employee or director of the Seller Lender or the Agent or of any such administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise it being expressly agreed and understood otherwise; itbeingexpresslyagreedandunderstood that the agreements of the Seller each party hereto contained in this Agreement, any other Facility Document Agreement and all of the other agreements, instruments and documents entered into by it the Lender or the Agent pursuant to hereto or in connection with this Agreement or any other Facility Document herewith are, in each case, solely the limited liability company (or, on or after the Conversion, if any, corporate) corporate obligations of the Sellersuch party (and nothing in this Section 9.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Lender or the Agent or any incorporator, stockholder, incorporator, partner, member, manager, authorized representativeaffiliate, officer, employee, personnel employee or director of the SellerLender or the Agent or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Seller Lender or the Agent contained in this Agreement, any other Facility Document Agreement or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of every such administrator of the Lender or the Agent and each incorporator, stockholder, incorporator, partner, member, manager, authorized representativeaffiliate, officer, employee, personnel employee or director of the SellerLender or the Agent or of any such administrator, or any of them, for breaches by the Seller Lender or the Agent of any such obligations, covenants or agreements, which liability may arise either at common law or at in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 8.08(a) 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 Seller Purchaser as contained in this Agreement, any other Facility Document Agreement or any other agreement, instrument or document entered into by it pursuant to hereto or in connection with this Agreement or any other Facility Document herewith shall be had against any stockholder, administrator of the Purchaser or any incorporator, partneraffiliate, member, manager, authorized representativestockholder, officer, employee, personnel employee or director of the Seller Purchaser or of any such administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise it being expressly agreed and understood otherwise; IT BEING EXPRESSLY AGREED AND UNDERSTOOD that the agreements of the Seller Purchaser contained in this Agreement, any other Facility Document Agreement and all of the other agreements, instruments and documents entered into by it pursuant to hereto or in connection with this Agreement or any other Facility Document herewith are, in each case, solely the limited liability company (or, on or after the Conversion, if any, corporate) corporate obligations of the SellerPurchaser, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Purchaser or any incorporator, stockholder, incorporator, partner, member, manager, authorized representativeaffiliate, officer, employee, personnel employee or director of the SellerPurchaser or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Seller Purchaser contained in this Agreement, any other Facility Document Agreement or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of every such administrator of the Purchaser and each incorporator, stockholder, incorporator, partner, member, manager, authorized representativeaffiliate, officer, employee, personnel employee or director of the SellerPurchaser or of any such administrator, or any of them, for breaches by the Seller Purchaser of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 8.08(a) SECTION 10.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Seller party hereto as contained in this Agreement, any other Facility Document Agreement or any other agreement, instrument or document entered into by it pursuant to hereto or in connection with this Agreement or any other Facility Document herewith shall be had against any stockholder, incorporator, partneraffiliate, member, manager, authorized representativestockholder, officer, employee, personnel employee or director of the Seller any party hereto, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise otherwise; it being expressly agreed and understood that the agreements of the Seller each party hereto contained in this Agreement, any other Facility Document Agreement and all of the other agreements, instruments and documents entered into by it pursuant to hereto or in connection with this Agreement or any other Facility Document herewith are, in each case, solely the limited liability company (or, on or after the Conversion, if any, corporate) corporate obligations of such party hereto (other than with respect to Xx. Xxxx X. Gangloff, in the Sellercapacity of Guarantor), and that no personal liability whatsoever shall attach to or be incurred by any incorporator, stockholder, incorporator, partner, member, manager, authorized representativeaffiliate, officer, employee, personnel employee or director of such party (other than with respect to Xx. Xxxx X. Gangloff, in the Seller, or any capacity of them, Guarantor) under or by reason of any of the obligations, covenants or agreements of the Seller such party hereto contained in this Agreement, any other Facility Document Agreement or in any other such instruments, documents or agreements, or which that are implied therefrom, and that any and all personal liability of each incorporator, stockholder, incorporator, partner, member, manager, authorized representativeaffiliate, officer, employee, personnel or director employee of the Sellersuch party, or any of them, for breaches by the Seller any party hereto 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 (other than with respect to Xx. The provisions Xxxx X. Gangloff, in the capacity of Guarantor). Notwithstanding the foregoing, the Administrative Agent and the Lenders shall not be deemed to have waived any legal rights which they may have and, to the extent of such rights, shall have recourse against any incorporator, affiliate, stockholder, officer, employee or director any Borrower, the initial Servicer or the Originator, to the extent of any loss, cost or expense incurred in whole or in part from any such Person’s (A) willful misconduct; (B) fraud; (C) theft or misappropriation of funds; (D) criminal acts; (E) intentional interference with the Administrative Agent’s Lien in the Collateral or rights with respect thereto (except pursuant to a court order or otherwise as required by applicable law); (F) disposition of any Eligible Receivables or other Collateral in violation of the terms of this Section 8.08(aAgreement (except pursuant to a court order or otherwise as required by applicable law); (G) shall survive filing, initiating or consenting to the termination filing of this Agreementan involuntary petition under any chapter of the Bankruptcy Code with respect to any Borrower; (H) violation of the separateness covenants of any Borrower set forth herein and/or such Borrower’s organizational documents resulting in the consolidation of such Borrower’s assets with the assets of any other Person; or (I) voluntarily seeking, causing or taking any action to effect a dissolution or liquidation of such Borrower.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees fFees or any other obligations) of the any Seller as Party or Liberty Street contained in this Agreement, any other Facility Document Agreement or any other agreement, instrument or document entered into by it pursuant to hereto or in connection with this Agreement or any other Facility Document herewith shall be had against any incorporator, affiliate, stockholder, incorporatorofficer, partner, member, manager, authorized representative, officer, employee, personnel employee or director of the any Seller Party or Liberty Street by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise otherwise; it being expressly agreed and understood that the agreements of the Seller Parties or Liberty Street contained in this Agreement, any other Facility Document Agreement and all of the other agreements, instruments and documents entered into by it pursuant to hereto or in connection with this Agreement or any other Facility Document herewith are, in each case, solely the limited liability company (or, on or after the Conversion, if any, corporate) corporate obligations of the SellerSeller Parties or Liberty Street, as the case may be, and that no personal liability whatsoever shall attach to or be incurred by the Seller Parties, Liberty Street or any incorporator or organizer, stockholder, incorporatoraffiliate, officer, partner, member, manager, authorized representative, officer, employee, personnel employee or director of the Seller, or any of them, thereof under or by reason of any of the obligations, covenants or agreements of the Seller Parties contained in this Agreement, any other Facility Document Agreement or in any other such instruments, documents or agreements, or which that are implied therefrom. By way of clarification, and that the foregoing sentence shall not limit recourse to any and all personal liability of each stockholder, incorporator, partner, member, manager, authorized representative, officer, employee, personnel or director of the Seller, or any of them, Seller Party for breaches by 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 8.08(a) shall survive the termination of its respective obligations under 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 Seller party hereto as contained in this Agreement, any other Facility Document Agreement or any other agreement, instrument or document entered into by it pursuant to hereto or in connection with this Agreement or any other Facility Document herewith shall be had against any stockholder, incorporator, partneraffiliate, member, manager, authorized representativestockholder, officer, employee, personnel employee or director of the Seller any party hereto, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise otherwise; it being expressly agreed and understood that the agreements of the Seller each party hereto contained in this Agreement, any other Facility Document Agreement and all of the other agreements, instruments and documents entered into by it pursuant to hereto or in connection with this Agreement or any other Facility Document herewith are, in each case, solely the limited liability company (or, on or after the Conversion, if any, corporate) corporate obligations of the Sellersuch party hereto, and that no personal liability whatsoever shall attach to or be incurred by any incorporator, stockholder, incorporator, partner, member, manager, authorized representativeaffiliate, officer, employee, personnel employee or director of the Seller, or any of them, such party under or by reason of any of the obligations, covenants or agreements of the Seller such party hereto contained in this Agreement, any other Facility Document Agreement or in any other such instruments, documents or agreements, or which that are implied therefrom, and that any and all personal liability of each incorporator, stockholder, incorporator, partner, member, manager, authorized representativeaffiliate, officer, employee, personnel or director employee of the Sellersuch party, or any of them, for breaches by the Seller any party hereto 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 Notwithstanding the foregoing, the Administrative Agent and the Lenders shall not be deemed to have waived any legal rights which they may have and, to the extent of this Section 8.08(asuch rights, shall have recourse against any incorporator, affiliate, stockholder, officer, employee or director of the Borrower, the initial Servicer or the Originator to the extent of any loss, cost or expense incurred in whole or in part from any such Person’s (A) shall survive willful misconduct; (B) fraud; (C) theft or misappropriation of funds; (D) criminal acts; (E) intentional interference with the termination Administrative Agent’s Lien in the Collateral or rights with respect thereto; (F) disposition of any Eligible Receivables or other Collateral in violation of the terms of this Agreement.; (G) action in furtherance of an Insolvency Event with respect to the Borrower; (IT) action in furtherance of the consolidation of the Borrower’s assets with the assets of any other Person; or (I) action in furtherance of the dissolution or liquidation of the Borrower. 118

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 Seller any party hereto as contained in this Agreement, any other Facility Document Agreement or any other agreement, instrument or document entered into by it pursuant to hereto or in connection with this Agreement or any other Facility Document herewith shall be had against any incorporator, affiliate, stockholder, incorporatorofficer, partner, member, manager, authorized representative, officer, employee, personnel employee or director of the Seller thereof by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise otherwise; it being expressly agreed and understood that the agreements of the Seller each party hereto contained in this Agreement, any other Facility Document Agreement and all of the other agreements, instruments and documents entered into by it pursuant to hereto or in connection with this Agreement or any other Facility Document herewith are, in each case, solely the corporate or limited liability company (or, on or after the Conversion, if any, corporate) obligations of the Seller, such party and that no personal liability whatsoever shall attach to or be incurred by such party or any incorporator, stockholder, incorporatoraffiliate, officer, partner, member, manager, authorized representative, officer, employee, personnel employee or director of the Seller, or any of them, thereof under or by reason of any of the obligations, covenants or agreements of the Seller any such party hereto contained in this Agreement, any other Facility Document Agreement or in any other such instruments, documents or agreements, or which that are implied therefrom, and that any and all personal liability of any party hereto and each incorporator, stockholder, incorporatoraffiliate, officer, partner, member, manager, authorized representative, officer, employee, personnel employee or director of the Seller, thereof or any of them, for breaches by the Seller any such party hereto 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 8.08(a) shall survive any the termination Borrower, the Servicer, the Originator 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, the payment of any fees or any other obligations) of the Seller Lender, as contained in this Agreement, any other Facility Document Agreement or any other agreement, instrument or document entered into by it pursuant to hereto or in connection with this Agreement or any other Facility Document herewith shall be had against any stockholder, administrator of such Lender or any incorporator, partneraffiliate, member, manager, authorized representativestockholder, officer, employee, personnel employee or director of the Seller such Lender or of any such administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise otherwise; it being expressly agreed and understood that the agreements of the Seller such Lender contained in this Agreement, any other Facility Document Agreement and all of the other agreements, instruments and documents entered into by it pursuant to hereto or in connection with this Agreement or any other Facility Document herewith are, in each case, solely the limited liability company (orcorporate obligations of such Lender, on or provided that, in the case of the Lender, such liabilities shall be paid only after the Conversion, if any, corporate) obligations repayment in full of all of the SellerLender's commercial paper notes and all other liabilities contemplated in the program documents with respect to the Lender, and that no personal liability whatsoever shall attach to or be incurred by any administrator of such Lender or any incorporator, stockholder, incorporator, partner, member, manager, authorized representativeaffiliate, officer, employee, personnel employee or director of the Sellersuch Lender or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Seller such Lender contained in this Agreement, any other Facility Document Agreement or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of every such administrator of such Lender and each incorporator, stockholder, incorporator, partner, member, manager, authorized representativeaffiliate, officer, employee, personnel employee or director of the Sellersuch Lender or of any such administrator, or any of them, for breaches by the Seller such Lender of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of of, and in consideration for for, the execution of this Agreement. The provisions of this Section 8.08(a) 13.10 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, including the payment of any fees or any other obligations) of the Seller as Administrative Agent, any other Secured Party, the Borrower Parties, the Equity Investors or the Collateral Manager contained in this Agreement, any other Facility Document Agreement or any other agreement, instrument or document entered into by it pursuant to hereto or in connection with this Agreement or any other Facility Document shall be had herewith exists against any incorporator, affiliate, stockholder, incorporatorshareholder, officer, partner, member, manager, authorized representative, officer, employee, personnel employee or director of the Seller such parties by virtue of (i) the enforcement of any assessment or by assessment, (ii) any legal or equitable proceeding, by virtue of proceeding or (iii) any statute or otherwise it being otherwise. It is expressly agreed and understood that the agreements of the Seller Administrative Agent, any other Secured Party, the Borrower Parties, the Equity Investors or the Collateral Manager contained in this Agreement, any other Facility Document Agreement and all of the other agreements, instruments and documents entered into by it pursuant to hereto or in connection with this Agreement or any other Facility Document herewith are, in each case, solely the corporate, partnership or limited liability company (or, on or after the Conversion, if any, corporate) obligations of the Seller, such parties and that no personal liability whatsoever shall will attach to or be incurred by any such party or any incorporator, stockholder, incorporatorshareholder, affiliate, officer, partner, member, manager, authorized representative, officer, employee, personnel employee or director of the Seller, or any of them, under or by reason of any of the obligations, covenants or agreements of the Seller contained in this Agreement, any other Facility Document or in any other such instruments, documents or agreements, or which are implied therefromthereof, and that any and all personal liability of any such party and each incorporator, stockholder, incorporatoraffiliate, officer, partner, member, manager, authorized representative, officer, employee, personnel employee or director of the Seller, or any of them, thereof for breaches by the Seller any such party of any such obligationsobligation, covenants covenant or agreementsagreement, which liability may arise either arising at common law or at equity, by statute or constitutionstatute, 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 in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, shareholder, officer, employee, partner, member, manager or director of this Section 8.08(a) shall survive any Borrower Party or the termination Collateral Manager in the event 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 Seller as contained in this Agreement, any other Facility Document Agreement or any other agreement, instrument or document entered into by it pursuant to hereto or in connection with this Agreement or any other Facility Document herewith shall be had against any incorporator, affiliate, stockholder, incorporatorofficer, partner, member, manager, authorized representative, officer, employee, personnel employee or director of the Seller by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise otherwise; it being expressly agreed and understood that the agreements of the Seller contained in this Agreement, any other Facility Document Agreement and all of the other agreements, instruments and documents entered into by it pursuant to hereto or in connection with this Agreement or any other Facility Document herewith are, in each case, solely the limited liability company (or, on or after the Conversion, if any, corporate) corporate obligations of the Seller, and that no personal liability whatsoever shall attach to or be incurred by the Seller or any incorporator, stockholder, incorporator, partner, member, manager, authorized representativeaffiliate, officer, employee, personnel employee or director of the Seller, or any of them, thereof under or by reason of any of the obligations, covenants or agreements of the Seller contained in this Agreement, any other Facility Document Agreement or in any other such instruments, documents or agreements, or which that are implied therefrom. By way of clarification, and that any and all personal liability of each stockholder, incorporator, partner, member, manager, authorized representative, officer, employee, personnel or director of the Seller, or any of them, for breaches by foregoing sentence shall not limit recourse to the Seller of any such obligations, covenants for its obligations under this Agreement 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 Agreementother Transaction Documents. The provisions of this Section 8.08(a) shall survive the termination of this Agreement.<Signature pages follow>

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 Seller as Administrative Agent, any other Secured Party, the Borrower, the Member or the Collateral Manager contained in this Agreement, any other Facility Document Agreement or any other agreement, instrument or document entered into by it pursuant to hereto or in connection with this Agreement or any other Facility Document shall be had herewith exists against any incorporator, affiliate, stockholder, incorporatorofficer, partner, member, manager, authorized representative, officer, employee, personnel employee or director of the Seller such parties by virtue of (i) the enforcement of any assessment or by assessment, (ii) any legal or equitable proceeding, by virtue of proceeding or (iii) any statute or otherwise it being otherwise. It is expressly agreed and understood that the agreements of the Seller Administrative Agent, any other Secured Party, the Borrower, the Member or the Collateral Manager contained in this Agreement, any other Facility Document Agreement and all of the other agreements, instruments and documents entered into by it pursuant to hereto or in connection with this Agreement or any other Facility Document herewith are, in each case, solely the corporate, partnership or limited liability company (or, on or after the Conversion, if any, corporate) obligations of the Seller, such parties and that no personal liability whatsoever shall will attach to or be incurred by any such party or any incorporator, stockholder, incorporatoraffiliate, officer, partner, member, manager, authorized representative, officer, employee, personnel employee or director of the Seller, or any of them, under or by reason of any of the obligations, covenants or agreements of the Seller contained in this Agreement, any other Facility Document or in any other such instruments, documents or agreements, or which are implied therefromthereof, and that any and all personal liability of any such party and each incorporator, stockholder, incorporatoraffiliate, officer, partner, member, manager, authorized representative, officer, employee, personnel employee or director of the Seller, or any of them, thereof for breaches by the Seller any such party of any such obligationsobligation, covenants covenant or agreementsagreement, which liability may arise either arising at common law or at equity, by statute or constitutionstatute, 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 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 8.08(a) shall survive the termination Borrower or the Collateral Manager in the event 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 Seller party hereto as contained in this Agreement, any other Facility Document Agreement or any other agreement, instrument or document entered into by it pursuant to hereto or in connection with this Agreement or any other Facility Document herewith shall be had against any stockholder, incorporator, partneraffiliate, member, manager, authorized representativestockholder, officer, employee, personnel employee or director of the Seller any party hereto, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise otherwise; it being expressly agreed and understood that the agreements of the Seller each party hereto contained in this Agreement, any other Facility Document Agreement and all of the other agreements, instruments and documents entered into by it pursuant to hereto or in connection with this Agreement or any other Facility Document herewith are, in each case, solely the limited liability company (or, on or after the Conversion, if any, corporate) corporate obligations of such party hereto (other than with respect to Mr. *****, in the Sellercapacity of Guarantor), and that no personal liability whatsoever shall attach to or be incurred by any incorporator, stockholder, incorporator, partner, member, manager, authorized representativeaffiliate, officer, employee, personnel employee or director of such party (other than with respect to Mr. *****, in the Seller, or any capacity of them, Guarantor) under or by reason of any of the obligations, covenants or agreements of the Seller such party hereto contained in this Agreement, any other Facility Document Agreement or in any other such instruments, documents or agreements, or which that are implied therefrom, and that any and all personal liability of each incorporator, stockholder, incorporator, partner, member, manager, authorized representativeaffiliate, officer, employee, personnel or director employee of the Sellersuch party, or any of them, for breaches by the Seller any party hereto 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 (other than with respect to Mr. *****, in the capacity of Guarantor). The provisions Notwithstanding the foregoing, the Administrative Agent and the Lenders shall not be deemed to have waived any legal rights which they may have and, to the extent of such rights, shall have recourse against any incorporator, affiliate, stockholder, officer, employee or director any 108 Borrower, the initial Servicer or the Originator, to the extent of any loss, cost or expense incurred in whole or in part from any such Person’s (A) willful misconduct; (B) fraud; (C) theft or misappropriation of funds; (D) criminal acts; (E) intentional interference with the Administrative Agent’s Lien in the Collateral or rights with respect thereto (except pursuant to a court order or otherwise as required by applicable law); (F) disposition of any Eligible Receivables or other Collateral in violation of the terms of this Section 8.08(aAgreement (except pursuant to a court order or otherwise as required by applicable law); (G) shall survive filing, initiating or consenting to the termination filing of this Agreementan involuntary petition under any chapter of the Bankruptcy Code with respect to any Borrower; (H) violation of the separateness covenants of any Borrower set forth herein and/or such Borrower’s organizational documents resulting in the consolidation of such Borrower’s assets with the assets of any other Person; or (I) voluntarily seeking, causing or taking any action to effect a dissolution or liquidation of such Borrower.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Seller theany Lender as contained in this Agreement, any other Facility Document Agreement or any other agreement, instrument or document entered into by it pursuant to hereto or in connection with this Agreement or any other Facility Document herewith shall be had against any stockholder, administrator of theany Lender or any incorporator, partnerAffiliate, member, manager, authorized representativestockholder, officer, employee, personnel employee or director of the Seller theany Lender or of any such administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise otherwise; it being expressly agreed and understood that the agreements of the Seller LenderLenders contained in this Agreement, any other Facility Document Agreement and all of the other agreements, instruments and documents entered into by it pursuant to hereto or in connection with this Agreement or any other Facility Document herewith are, in each case, solely the limited liability company (orcompany, on or after the Conversioncorporate, if anyas applicable, corporate) obligations of the SellerLendersuch Lenders, and that no personal liability whatsoever shall attach to or be incurred by any stockholder, incorporator, partneradministrator of theany Lender or any organizer, member, manager, authorized representativeAffiliate, officer, employee, personnel employee or director of the Sellerthesuch Lender or of any such administrator, as such, or any of other them, under or by reason of any of the obligations, covenants or agreements of the Seller thesuch Lender contained in this Agreement, any other Facility Document Agreement or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of every such administrator of thesuch Lender and each stockholder, incorporator, partnerorganizer, member, manager, authorized representativeAffiliate, officer, employee, personnel employee or director of the Sellerthesuch Lender or of any such administrator, or any of them, for breaches by the Seller thesuch Lender of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided, however, that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or fraudulent omissions made by them. The provisions of this Section 8.08(a) shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees Fees or any other obligations) of the any Seller as Party contained in this Agreement, any other Facility Document Agreement or any other agreement, instrument or document entered into by it pursuant to hereto or in connection with this Agreement or any other Facility Document herewith shall be had against any incorporator, affiliate, stockholder, incorporatorofficer, partner, member, manager, authorized representative, officer, employee, personnel employee or director of the any Seller Party by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise otherwise; it being expressly agreed and understood that the agreements of the Seller Parties contained in this Agreement, any other Facility Document Agreement and all of the other agreements, instruments and documents entered into by it pursuant to hereto or in connection with this Agreement or any other Facility Document herewith are, in each case, solely the corporate or limited liability company (or, on or after the Conversion, if any, corporate) obligations of the SellerSeller Parties, and that no personal liability whatsoever shall attach to or be incurred by the Seller Parties, or any incorporator or organizer, stockholder, incorporatoraffiliate, officer, partner, member, manager, authorized representative, officer, employee, personnel employee or director of the Seller, or any of them, thereof under or by reason of any of the obligations, covenants or agreements of the Seller Parties contained in this Agreement, any other Facility Document Agreement or in any other such instruments, documents or agreements, or which that are implied therefrom. By way of clarification, and that the foregoing sentence shall not limit recourse to any and all personal liability of each stockholder, incorporator, partner, member, manager, authorized representative, officer, employee, personnel or director of the Seller, or any of them, Seller Party for breaches by 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 its respective obligations under this Agreement. The provisions of this Section 8.08(a) shall survive the termination of this Agreement.<Signature pages follow>

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 Seller Lenders or the Agent as contained in this Agreement, any other Facility Document Agreement or any other agreement, instrument or document entered into by it the Lenders or the Agent pursuant to hereto or in connection with this Agreement or any other Facility Document herewith shall be had against any stockholder, administrator of the Lenders or the Agent or any incorporator, partneraffiliate, member, manager, authorized representativestockholder, officer, employee, personnel employee or director of the Seller Lenders or the Agent or of any such administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise otherwise; it being expressly agreed and understood that the agreements of the Seller each party hereto contained in this Agreement, any other Facility Document Agreement and all of the other agreements, instruments and documents entered into by it the Lenders or the Agent pursuant to hereto or in connection with this Agreement or any other Facility Document herewith are, in each case, solely the limited liability company (or, on or after the Conversion, if any, corporate) corporate obligations of the Sellersuch party (and nothing 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 Lenders or the Agent or any incorporator, stockholder, incorporator, partner, member, manager, authorized representativeaffiliate, officer, employee, personnel employee or director of the SellerLenders or the Agent or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Seller Lenders or the Agent contained in this Agreement, any other Facility Document Agreement or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of every such administrator of the Lenders or the Agent and each incorporator, stockholder, incorporator, partner, member, manager, authorized representativeaffiliate, officer, employee, personnel employee or director of the SellerLenders or the Agent or of any such administrator, or any of them, for breaches by the Seller Lenders or the Agent of any such obligations, covenants or agreements, which liability may arise either at common law or at in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 8.08(a) 10.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Seller any Lender as contained in this Agreement, any other Facility Document Agreement or any other agreement, instrument or document entered into by it pursuant to hereto or in connection with this Agreement or any other Facility Document herewith shall be had against any stockholder, administrator of such Lender or any incorporator, partneraffiliate, member, manager, authorized representativestockholder, officer, employee, personnel employee or director of the Seller such Lender or of any such administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise otherwise; it being expressly agreed and understood that the agreements of the Seller such -- ----- --------- ------ --- ---------- Lender contained in this Agreement, any other Facility Document Agreement and all of the other agreements, instruments and documents entered into by it pursuant to hereto or in connection with this Agreement or any other Facility Document herewith are, in each case, solely the limited liability company (orcorporate obligations of such Lender, on or provided that, in ------------- the case of VFCC, such liabilities shall be paid only after the Conversion, if any, corporate) obligations repayment in full of all Commercial Paper and all other liabilities contemplated in the Sellerprogram documents with respect to VFCC, and that no personal liability whatsoever shall attach to or be incurred by any administrator of such Lender or any incorporator, stockholder, incorporator, partner, member, manager, authorized representativeaffiliate, officer, employee, personnel employee or director of the Sellersuch Lender or of any such administrator, as such, or any of other them, under or by reason of any of the obligations, covenants or agreements of the Seller such Lender contained in this Agreement, any other Facility Document Agreement or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of every such administrator of such Lender and each incorporator, stockholder, incorporator, partner, member, manager, authorized representativeaffiliate, officer, employee, personnel employee or director of the Sellersuch Lender or of any such administrator, or any of them, for breaches by the Seller such Lender of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 8.08(a) 14.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with -------------------------------- respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Seller Lender as contained in this Agreement, any other Facility Document Agreement or any other agreement, instrument or document entered into by it pursuant to hereto or in connection with this Agreement or any other Facility Document herewith shall be had against any stockholder, administrator of the Lender or any incorporator, partneraffiliate, member, manager, authorized representativestockholder, officer, employee, personnel employee or director of the Seller Lender or of any such administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise otherwise; it being expressly agreed and understood that the -- ----- --------- ------ --- ---------- agreements of the Seller Lender contained in this Agreement, any other Facility Document Agreement and all of the other agreements, instruments and documents entered into by it pursuant to hereto or in connection with this Agreement or any other Facility Document herewith are, in each case, solely the limited liability company (or, on or after the Conversion, if any, corporate) corporate obligations of the SellerLender, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Lender or any incorporator, stockholder, incorporator, partner, member, manager, authorized representativeaffiliate, officer, employee, personnel employee or director of the SellerLender or of any such administrator, as such, or any of other them, under or by reason of any of the obligations, covenants or agreements of the Seller Lender contained in this Agreement, any other Facility Document Agreement or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of every such administrator of the Lender and each incorporator, stockholder, incorporator, partner, member, manager, authorized representativeaffiliate, officer, employee, personnel employee or director of the SellerLender or of any such administrator, or any of them, for breaches by the Seller Lender of any such obligations, covenants 66 or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 8.08(a) 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 Seller Purchaser or the Pledgor as contained in this Agreement, any other Facility Document the Repurchase Documents or any other agreement, instrument or document entered into by it the Purchaser, the Pledgor or any such party pursuant to hereto or thereto or in connection with this Agreement herewith or any other Facility Document therewith shall be had against any stockholderadministrator of the Purchaser, the Pledgor or any incorporator, Affiliate (direct or indirect), owner, member, partner, member, manager, authorized representativestockholder, officer, director, employee, personnel agent or director attorney of the Seller Purchaser, the Pledgor or of any such administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise otherwise; it being expressly agreed and understood that the agreements of the Seller Purchaser and the Pledgor contained in this Agreement, any other Facility Document the Repurchase Documents and all of the other agreements, instruments and documents entered into by it pursuant to hereto or thereto or in connection with this Agreement herewith or any other Facility Document therewith are, in each case, solely the limited liability company (or, on or after the Conversion, if any, corporate) corporate obligations of the Seller, Purchaser and the Pledgor and that no personal liability whatsoever shall attach to or be incurred by any stockholderadministrator of the Purchaser, the Pledgor or any incorporator, owner, member, partner, memberstockholder, manager, authorized representativeAffiliate (direct or indirect), officer, director, employee, personnel agent or director attorney of the SellerPurchaser, the Pledgor or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Seller Purchaser or the Pledgor contained in this Agreement, any other Facility Document the Repurchase Documents or in any other such instruments, documents or agreements, or which that are implied therefrom, and that any and all personal liability of each stockholder, incorporator, partner, member, manager, authorized representative, officer, employee, personnel or director of the Seller, or any of them, for breaches by 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 8.08(a) shall survive the termination of this Agreement.