Common use of Limited Recourse Clause in Contracts

Limited Recourse. Notwithstanding any other provision of this Agreement, the Notes or the Indenture, the obligations of the Issuer hereunder and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a party.

Limited Recourse. Notwithstanding any other provision of this Agreement, the Notes or the Indenture, the obligations of the Issuer hereunder and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Basic Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Basic Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Basic Documents to which the Issuer is a party.

Limited Recourse. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer under this Agreement or any certificate or other writing delivered in connection herewith or therewith, against (a) any owner of a beneficial interest in the Issuer or (b) any holder of a beneficial interest in the Issuer in its individual capacity, except as any such Person may have expressly agreed. Notwithstanding any other provision terms of this Agreement, the Notes Notes, any other Transaction Documents or the Indentureotherwise, the obligations of the Issuer hereunder under the Notes, the Indenture, this Agreement and thereunder each other Transaction Document to which it is a party are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests thereinTrust Estate, and following realization of the CollateralTrust Estate and application of the proceeds thereof in accordance with the terms of the Indenture, any claims none of any party hereto under this Agreementthe Noteholders, the Notes Indenture Trustee or any of the Indenture (other than parties to the Issuer) Transaction Documents shall be entitled to take any further steps to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which shall be extinguished and shall not thereafter be reinstatedrevive. No recourse shall be had for the payment of any amount owing in respect of the Notes, the Indenture or this Agreement or for any action or inaction of the Issuer against any principalofficer, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent stockholder or affiliate incorporator of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any of their successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder under the Notes or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 11 shall not (i) prevent recourse to the Collateral Trust Estate for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, Trust Estate or (ii) save as specifically provided therein, constitute a waiver, release or discharge of any indebtedness or obligation of evidenced by the Issuer under the Notes, Notes or secured by the Indenture. It is further understood that the foregoing provisions of this Section 11 shall not, until the Collateral has been realizedsubject to Section 12(l) hereof, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person Person, to name the Issuer as a party defendant in any action or suit proceeding or in the exercise of any other remedy under the Notes or this Agreement and the other Transaction DocumentsAgreement, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver such Person or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyentity.

Limited Recourse. Notwithstanding any other provision of anything to the contrary contained in this Agreement, the Notes or the Indenture, obligations of Party B under this Agreement and any Transaction hereunder are solely the obligations of Party B and shall be payable solely to the Issuer hereunder extent of funds received by and thereunder are limited-recourse obligations available to Party B in accordance with the priority of payment provisions of the IssuerIndenture and the Sale and Servicing Agreement and on the Distribution Dates specified therein. Such obligations are non-recourse Party A acknowledges that Party B has pledged its assets constituting the Indenture Trust Estate to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization Indenture Trustee. Upon exhaustion of the Collateral, any claims assets of any party hereto under this Party B and proceeds thereof in accordance with the Indenture and the Sale and Servicing Agreement, the Notes Party A shall not be entitled to take any further steps against Party B to recover any sums due but still unpaid hereunder or the Indenture (other than the Issuer) thereunder, all claims in respect of which shall be extinguished and shall not thereafter be reinstatedextinguished. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable amount owing in respect of any obligation of, or claim against, Party B arising out of or based upon this Agreement or any Transaction hereunder against any holder of a beneficial interest, employee, officer or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this AgreementAffiliate thereof and, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability except as specifically provided herein, no recourse shall be sought had for the payment of any amount owing in respect of any obligation of, or claim against, Party B based on or arising out of or based upon this Agreement against the IssuerAdministrator (as defined in the Administration Agreement), subject to the following sentenceFCAR Two LLC or any stockholder, holder of a beneficial interest, employee, officer, director, incorporator or the Exculpated Parties. It is understood Affiliate thereof; provided, however, that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon relieve any such outstanding indebtedness person or obligation shall be extinguished, (iii) limit the right of entity from any Person to name the Issuer liability they might otherwise have as a party defendant in any action result of gross negligence or suit fraudulent actions or in the exercise of any other remedy under this Agreement and the other Transaction Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured omissions taken by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partythem.

Limited Recourse. Notwithstanding any other provision of this Agreement, the Notes or the Indenture, the obligations of the Issuer hereunder and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Basic Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Basic Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Basic Documents to which the Issuer is a party.

Limited Recourse. (a) Notwithstanding anything to the contrary contained herein, no recourse under or with respect to any obligation, covenant or agreement of the Depositor as contained in this Agreement or any of the other Transaction Documents or any other provision of this Agreementagreement, instrument or document to which the Notes or the Indenture, the obligations of the Issuer hereunder and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any Depositor is a party hereto under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principalincorporator, directorstockholder, affiliate, officer, employee, beneficiary, shareholder, partner, member, trustee, agent employee or affiliate director of the Issuer Depositor by the enforcement of any assessment or any person owning, directly or indirectly, by any legal or beneficial interest equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Depositor contained in this Agreement and all other agreements, instruments and documents entered into pursuant hereto or in connection herewith are, in each case, solely corporate obligations of the Depositor. Notwithstanding any provisions contained in this Agreement to the contrary, the Depositor shall not, and shall not be obligated to, pay any fees, costs, indemnified amounts or expenses due pursuant to this Agreement until payment in full of all amounts that the Depositor is obligated to pay for deposit into the Collection Account and the Principal Distribution Account pursuant to this Agreement; and all amounts that the Depositor is obligated, in its capacity as depositor with respect to any Permitted Securitization, to pay for deposit into any collection account and any principal distribution account with respect to such Permitted Securitization pursuant to the sale and servicing agreement for such Permitted Securitization; provided, however, that the Noteholders shall be entitled to the benefits of the subordination of the Collections allocable to the Trust Certificate to the extent provided in the Issuer, or any successors or assigns of any Indenture. Any amount which the Depositor does not pay pursuant to the operation of the foregoing preceding sentence shall not constitute a claim (as defined in §101 of the “Exculpated Parties”United States Bankruptcy Reform Act of 1978 (11 U.S.C. §101, et seq.), as amended from time to time) against or obligation of the Depositor for any such insufficiency unless and until funds are available for the payment of any such amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyaforesaid.

Limited Recourse. Notwithstanding any other provision of anything to the contrary contained in this Agreement, the Notes or the Indenture, the obligations of the Issuer hereunder Seller under Sections 8.01 and thereunder 8.02 are limited-recourse solely the corporate obligations of the IssuerSeller and shall be payable by the Seller, solely as provided in Sections 8.01 and 8.02. Such obligations are non-recourse The Seller shall only be required to pay (i) any fees, expenses, indemnities or other liabilities that it may incur under Section 8.01 or 8.02, as applicable, (A) from funds available pursuant to, and in accordance with, the payment priorities set forth in Section 5.06 of the Sale and Servicing Agreement and (B) to the Issuer, its assets and its property other than extent the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture Seller has additional funds available (other than funds described in the Issuerpreceding clause (A)) that would be in excess of amounts that would be necessary to pay the debt and other obligations as they become due of such entity incurred in accordance with its certificate of incorporation and all financing documents to which it is a party and (ii) any expenses, indemnities or other liabilities that it may incur under Section 8.01 or 8.02 as applicable, (A) from funds available pursuant to, and in accordance with, the payment priorities set forth in Section 5.06 of the Sale and Servicing Agreement and (B) only to the extent it receives additional funds designated for such purposes or to the extent it has additional funds available (other than funds described in the preceding clause (A)) that would be in excess of amounts that would be necessary to pay its debt and other obligations as they become due incurred in accordance with its certificate of incorporation and all financing documents to which it is a party. The agreement set forth in the preceding sentence shall be extinguished and constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. In addition, no amount owing by the Seller hereunder in excess of the liabilities that it is required to pay in accordance with the preceding sentence shall not thereafter be reinstatedconstitute a "claim" (as defined in Section 101(5) of the Bankruptcy Code) against it. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable amount owing hereunder or thereunder. No party hereto (for the payment of any fee hereunder or any other than obligation of, or claim against, the Issuer) shall enforce the liability and obligation Seller arising out of or based upon Section 8.01 or 8.02, as applicable, against any stockholder, employee, officer, agent, director or authorized person of the Issuer to perform and observe the obligations contained in this AgreementSeller or Affiliate thereof; provided, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuerhowever, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due relieve any such person or to become due under any security, instrument or agreement which is part of the Collateral, (ii) constitute a waiver, release or discharge entity of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer liability they might otherwise have as a party defendant in any action result of fraudulent actions or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured omissions taken by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partythem.

Limited Recourse. Notwithstanding any other provision of this Agreement, the Notes or the Indenture, the obligations of the Issuer Issuing Entity hereunder and thereunder are limited-recourse obligations of the IssuerIssuing Entity. Such obligations are non-recourse to the IssuerIssuing Entity, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture (other than the IssuerIssuing Entity) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer Issuing Entity or any person owning, directly or indirectly, any legal or beneficial interest in the IssuerIssuing Entity, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the IssuerIssuing Entity) shall enforce the liability and obligation of the Issuer Issuing Entity to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Basic Documents to which the Issuer Issuing Entity is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the IssuerIssuing Entity, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer Issuing Entity under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer Issuing Entity as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Basic Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the IssuerIssuing Entity, (iv) impair the right of any party hereto (other than the IssuerIssuing Entity) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the IssuerIssuing Entity) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Basic Documents to which the Issuer Issuing Entity is a party.

Limited Recourse. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer under this Agreement or any certificate or other writing delivered in connection herewith or therewith, against (a) any owner of a beneficial interest in the Issuer or (b) any holder of a beneficial interest in the Issuer in its individual capacity, except as any such Person may have expressly agreed. Notwithstanding any other provision terms of this Agreement, the Notes Notes, any other Transaction Documents or the Indentureotherwise, the obligations of the Issuer hereunder under the Notes, the Indenture, this Agreement and thereunder each other Transaction Document to which it is a party are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests thereinTrust Estate, and following realization of the CollateralTrust Estate and application of the proceeds thereof in accordance with the terms of the Indenture, any claims none of any party hereto under this Agreementthe Noteholders, the Notes Indenture Trustee or any of the Indenture (other than parties to the Issuer) Transaction Documents shall be entitled to take any further steps to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which shall be extinguished and shall not thereafter be reinstatedrevive. No recourse shall be had for the payment of any amount owing in respect of the Notes, the Indenture or this Agreement or for any action or inaction of the Issuer against any principalOfficer, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent stockholder or affiliate incorporator of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any of their successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder under the Notes or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 11 shall not (i) prevent recourse to the Collateral Trust Estate for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, Trust Estate or (ii) save as specifically provided therein, constitute a waiver, release or discharge of any indebtedness or obligation of evidenced by the Issuer under the Notes, Notes or secured by the Indenture, until . It is further understood that the Collateral has been realized, whereupon any such outstanding indebtedness or obligation foregoing provisions of this Section 11 shall be extinguished, (iii) not limit the right of any Person Person, to name the Issuer as a party defendant in any action or suit proceeding or in the exercise of any other remedy under the Notes or this Agreement and the other Transaction DocumentsAgreement, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver such Person or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyentity.

Limited Recourse. Notwithstanding any other provision of this anything to the contrary contained in the Lending Agreement, (x) the Notes or the Indenture, Obligations of each Borrower are solely the obligations of such Borrower and (y) with respect to any Loan, the Issuer hereunder Obligations shall be payable solely to the extent of funds received (i) by Custodian in respect of interest and thereunder are limited-recourse obligations other payments on and principal payments of the Issuer. Such obligations are non-recourse Collateral securing such Loan and (ii) as a result of the exercise of remedies with respect to the Issuer, its assets and its property other than Collateral securing such Loan pursuant to Section 14.1 or 14.2; provided that the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization provisions of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture preceding clause (other than the Issuery) shall be extinguished inapplicable to (1) all Obligations with respect to a Loan to the extent that the Borrower of such Loan is, at any time, not an Eligible Borrower (determined on the basis of the criteria applicable to “eligible borrowers” in effect at the time such Loan was borrowed), (2) all Obligations of a Borrower that arise as a result of the inaccuracy of any of the representations and warranties made by such Borrower in Section 10.1(c) or 10.1(e), (3) all Obligations with respect to a Loan that arise pursuant to Lender’s reimbursement and repayment rights set forth in Sections 18.14 and 18.15 and (4) all Obligations with respect to a Loan if a Collateral Surrender and Acceptance Notice with respect thereto shall not thereafter be reinstatedhave been delivered to Custodian in accordance with Section 13.2 on or prior to the Maturity Date of such Loan. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder amount owing in respect of any obligation of, or thereunder. No party hereto claim against, any Borrower arising out of or based upon the Lending Agreement against Custodian, Administrator, any TALF Agent or any holder of any equity interests in or any Related Party thereof; provided that (other than i) recourse may be had against a TALF Agent in respect of any failure by such TALF Agent to perform any covenant or agreement undertaken by it in the Issuer) shall enforce the liability Lending Agreement and obligation any failure of any of the Issuer representations and warranties made by such TALF Agent in the Lending Agreement to perform be true and observe correct in all material respects when made (but in the obligations contained case of the representations and warranties in this AgreementSections 10.1(d)(with respect to information obtained by such TALF Agent from third parties), the Notes 10.2(b), 10.2(c), 10.2(f) (with respect to information obtained by such TALF Agent from third parties), 10.2(g) and the other Transaction Documents 10.2(h), only if such TALF Agent shall have failed to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject exercise reasonable care to the following sentence, or the Exculpated Parties. It is understood that confirm their accuracy) and (ii) the foregoing shall not relieve any such person or entity from any liability they might otherwise have as a result of gross negligence, willful misconduct or fraudulent actions taken or omissions by them. The provisions of this Section 5.13 shall not (i) prevent recourse to survive the Collateral for the sums due termination or to become due under any security, instrument or agreement which is part expiration of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and and, with respect to each Borrower, the other Transaction Documents, so long as no judgment payment in the nature full of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partysuch Borrower’s Obligations.

Limited Recourse. Notwithstanding any other provision terms of this AgreementIndenture, the Notes Notes, any other Transaction Documents or the Indentureotherwise, the obligations of the Issuer hereunder under the Notes, this Indenture and thereunder each other Transaction Document to which it is a party are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests thereinTrust Estate, and following realization of the CollateralTrust Estate and application of the proceeds thereof in accordance with the terms of this Indenture, any claims none of any party hereto under this Agreementthe Noteholders, the Notes Indenture Trustee or any of the Indenture (other than parties to the Issuer) Transaction Documents shall be entitled to take any further steps to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which shall be extinguished and shall not thereafter revive. Subject to the foregoing and to the terms of the applicable Indenture Supplement, each Noteholder will, however, have the absolute and unconditional right to receive payment of all amounts due with respect to the Notes pursuant and respect to the terms of the Indenture, which right shall not be reinstatedimpaired without the consent of each Noteholder and to initiate suit for the enforcement of any such payment, which right shall not be impaired without the consent of such Noteholder. No recourse shall be had for the payment of any amount owing in respect of the Notes or this Indenture or for any action or inaction of the Issuer against any principalofficer, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent stockholder or affiliate incorporator of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any of their successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, under the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Partiesthis Indenture. It is understood that the foregoing provisions of this Section 5.13 8.10 shall not (i) prevent recourse to the Collateral Trust Estate for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, Trust Estate or (ii) save as specifically provided therein, constitute a waiver, release or discharge of any indebtedness or obligation of evidenced by the Issuer under the Notes, Notes or secured by this Indenture. It is further understood that the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation foregoing provisions of this Section 8.10 shall be extinguished, (iii) not limit the right of any Person Person, to name the Issuer as a party defendant in any action or suit proceeding or in the exercise of any other remedy under the Notes or this Agreement and the other Transaction DocumentsIndenture, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver such Person or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyentity.

Limited Recourse. Notwithstanding any other provision of this Agreement, the Notes or the Indenture, the obligations of the Issuer hereunder and thereunder Borrower under this Agreement are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, Borrower (and not any of its assets and its property Affiliates or any other than the Collateral, and are party) payable solely from the CollateralCollateral in accordance with Section 8.3 and, subject to any prior security interests therein, and following realization of the Collateral, and application of the proceeds thereof in accordance with Section 8.3 all obligations of and any claims of any party hereto under this Agreement, against the Notes Borrower hereunder or the Indenture (other than the Issuer) in connection herewith after such realization shall be extinguished and shall not thereafter be reinstatedrevive. No recourse shall be had against any principalofficer, director, officer, employee, beneficiary, shareholder, member, manager, agent, partner, member, trustee, agent principal or affiliate incorporator of the Issuer Borrower or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any their respective successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in under this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 17.2(a) shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, Collateral or (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured evidenced by the Indenture, this Agreement until the such Collateral has been realized, whereupon any such outstanding indebtedness or obligation . It is further understood that the foregoing provisions of this Section 17.2(a) shall be extinguished, (iii) not limit the right of any Person to name the Issuer Borrower as a party defendant in any action or suit proceeding or in the exercise of any other remedy under this Agreement and the other Transaction DocumentsAgreement, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the IssuerBorrower. No recourse under any obligation, covenant or agreement of a Lender contained in this Agreement shall be had against any incorporator, stockholder, officer, director, member, manager, employee or agent of any Lender or any of their respective Affiliates (ivsolely by virtue of such capacity) impair 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 this Agreement is solely a corporate obligation of each Lender, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or agent of any Lender or any of their respective Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of a Lender contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by a Lender of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. Notwithstanding anything to the contrary in this Agreement or in any of the Transaction Documents, the parties hereto acknowledge that the obligations of any Conduit Lender arising hereunder are limited recourse obligations payable solely from the unsecured assets of such Conduit Lender (the “Available Funds”) and, following the application of such Available Funds or the proceeds thereof, any claims of the parties hereto (and the obligations of such Conduit Lender) shall be extinguished. No recourse shall be had for the payment of any amount owing under this Agreement against any officer, member, director, employee, security holder or incorporator of any Conduit Lender or its successors or assigns, and no action may be brought against any officer, member, director, employee, security holder or incorporator of any Conduit Lender personally; provided that the foregoing shall not relieve any such Persons from any liability they might otherwise have as a result of fraudulent actions taken or omissions made by them. The parties hereto agree that they will not petition a court, or take any action or commence any proceedings, for the liquidation or the winding-up of, or the appointment of an examiner to, any Conduit Lender or any other bankruptcy or insolvency proceedings with respect to such Conduit Lender; provided that nothing in this sentence shall limit the right of any party hereto (to file any claim or otherwise take any action with respect to any proceeding of the type described in this sentence that was instituted against any Conduit Lender by any Person other than such party. The provisions of this paragraph shall survive the Issuertermination of this Agreement. Each Conduit Lender shall only be required to pay (a) any fees or liabilities that it may incur under this Agreement only to obtain the appointment extent such Conduit Lender has Excess Funds on the date of a receiver such determination and (b) any expenses, indemnities or (v) constitute a waiver of other liabilities that it may incur under this Agreement or any right which any party hereto (fees, expenses, indemnities or other than the Issuer) may have liabilities under any applicable insolvency laws other Transaction Document only to file a claim the extent such Conduit Lender receives funds designated for such purposes or to the extent it has Excess Funds not required, after giving effect to all amounts on deposit in its commercial paper account, to pay or provide for the full amount payment of all of its outstanding commercial paper notes and other amounts in accordance with its applicable transaction documents as of the indebtedness or obligations secured date of such determination. In addition, no amount owing by the Indenture or to require that the Collateral shall continue to secure all any Conduit Lender hereunder in excess of the indebtedness or obligations owing liabilities that such Conduit Lender is required to the Noteholders pay in accordance with the Notes and preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Transaction Documents to which the Issuer is a partyBankruptcy Code) against such Conduit Lender.

Limited Recourse. Notwithstanding any other provision of this anything to the contrary contained in the Lending Agreement, (x) the Notes or the Indenture, Obligations of each Borrower are solely the obligations of such Borrower and (y) with respect to any Loan, the Issuer hereunder Obligations shall be payable solely to the extent of funds received (i) by Custodian in respect of interest payments on and thereunder are limited-recourse obligations principal payments of the Issuer. Such obligations are non-recourse Collateral securing such Loan and (ii) as a result of the exercise of remedies with respect to the Issuer, its assets and its property other than Collateral securing such Loan pursuant to Section 14.1 or 14.2; provided that the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization provisions of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture preceding clause (other than the Issuery) shall be extinguished inapplicable to (1) all Obligations with respect to a Loan to the extent that the Borrower of such Loan is, at any time, not an Eligible Borrower (determined on the basis of the criteria applicable to “eligible borrowers” in effect at the time such Loan was borrowed), (2) all Obligations of a Borrower that arise as a result of the inaccuracy of any of the representations and warranties made by such Borrower in Section 10.1(c) or 10.1(e), (3) all Obligations with respect to a Loan that arise pursuant to Lender’s reimbursement and repayment rights set forth in Sections 18.14 and 18.15 and (4) all Obligations with respect to a Loan if a Collateral Surrender and Acceptance Notice with respect thereto shall not thereafter be reinstatedhave been delivered to Custodian in accordance with Section 13.2 on or prior to the Maturity Date of such Loan. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder amount owing in respect of any obligation of, or thereunder. No party hereto claim against, any Borrower arising out of or based upon the Lending Agreement against Custodian, Administrator, any Primary Dealer or any holder of any equity interests in or any Related Party thereof; provided that (other than i) recourse may be had against a Primary Dealer in respect of any failure by such Primary Dealer to perform any covenant or agreement undertaken by it in the Issuer) shall enforce the liability Lending Agreement and obligation any failure of any of the Issuer representations and warranties made by such Primary Dealer in the Lending Agreement to perform be true and observe correct in all material respects when made (but in the obligations contained case of the representations and warranties in this AgreementSections 10.1(d)(with respect to information obtained by such Primary Dealer from third parties), the Notes 10.2(b), 10.2(c), 10.2(f) (with respect to information obtained by such Primary Dealer from third parties), 10.2(g) and the other Transaction Documents 10.2(h), only if such Primary Dealer shall have failed to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject exercise reasonable care to the following sentence, or the Exculpated Parties. It is understood that confirm their accuracy) and (ii) the foregoing shall not relieve any such person or entity from any liability they might otherwise have as a result of gross negligence, willful misconduct or fraudulent actions taken or omissions by them. The provisions of this Section 5.13 shall not (i) prevent recourse to survive the Collateral for the sums due termination or to become due under any security, instrument or agreement which is part expiration of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and and, with respect to each Borrower, the other Transaction Documents, so long as no judgment payment in the nature full of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partysuch Borrower’s Obligations.

Limited Recourse. Notwithstanding any other provision of this Agreement, the Notes or the Indenture, the obligations The liability of the Issuer Trust in relation to this Agreement and any Transaction hereunder and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-is limited in recourse to the Issuer, its assets of the Trust and its property other than proceeds thereof applied in accordance with the Collateral, Indenture and are payable solely from the Collateral, subject Sale and Servicing Agreement. With respect to any prior security interests therein, and following realization of amounts payable to MSCS by the Collateral, any claims of any party hereto Trust under this Agreement, such amounts shall be limited to the Notes or Total Available Funds as provided in and subject to Section 2.8(a) of the Indenture. Upon exhaustion of the assets of the Trust and proceeds thereof in accordance with the Indenture (other than and the Issuer) Sale and Servicing Agreement, MSCS shall not be entitled to take any further steps against the Trust to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which shall be extinguished and shall not thereafter be reinstatedextinguished. No recourse shall may be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) taken for the payment of any amounts payable hereunder amount owing in respect of any obligation of, or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreementclaim against, the Notes Trust arising out of or based upon this Agreement or any Transaction hereunder against any holder of a beneficial interest, employee, officer or Affiliate thereof and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability no recourse shall be sought taken for the payment of any amount owing in respect of any obligation of, or claim against, the Trust based upon or arising out of this Agreement against the IssuerAdministrator, subject to the following sentenceSeller, the Servicer, the Indenture Trustee, the Owner Trustee or the Exculpated Parties. It is understood any stockholder, holder of a beneficial interest, employee, officer, director, incorporator or Affiliate thereof; provided, however, that the foregoing shall not relieve any such person or entity from any liability they might otherwise have as a result of willful misconduct, bad faith or negligence. In furtherance of and not in derogation of the foregoing, MSCS acknowledges and agrees that it shall have no right, title or interest hereunder in or to the Other Assets of the Seller. To the extent that, notwithstanding the agreements and provisions contained in the preceding paragraph, MSCS either (i) asserts hereunder an interest or claim to, or benefit from, Other Assets, or (ii) is deemed hereunder to have any such interest, claim to, or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), then MSCS further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and shall be expressly subordinated to the indefeasible payment in full, which, under the terms of the relevant documents relating to the securitization or conveyance of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Seller), including the payment of post-petition interest on such other obligations and liabilities. This subordination agreement shall be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Trust further acknowledges and agrees that no adequate remedy at law exists for a breach of this Part 5(e)(vii) and the terms of this Part 5(e)(vii) may be enforced by an action for specific performance. The provisions of this Section 5.13 Part 5(e)(vii) shall not (i) prevent recourse to the Collateral be for the sums due or third party benefit of those entitled to become due under any security, instrument or agreement which is part rely thereon and shall survive the termination of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyAgreement.

Limited Recourse. Notwithstanding any other provision Each of this Agreement, the Notes or parties hereto accepts that the Indenture, enforceability against the Issuer of the obligations of the Issuer hereunder and thereunder are limited-recourse under the Notes shall be limited to the assets of the Issuer, whether tangible or intangible, real or personal (including the Collateral) and the proceeds thereof. Once all such assets have been realized upon and such assets (and proceeds thereof) have been applied in accordance with Article III, any outstanding obligations of the IssuerIssuer shall be extinguished. Such For the avoidance of doubt, this Section 12.14 does not affect the obligations are non-recourse of the Equityholder under the Pledge and Security Agreement or the ability of the Trustee or any Noteholder to exercise any rights or remedies it may have under the Pledge and Security Agreement. Each of the parties hereto further agrees that it shall take no action against any employee, director, officer or administrator of the Issuer, the Equityholder or the Trustee in relation to this Indenture; provided, that nothing herein shall limit the Issuer (or its assets and its property other than the Collateralpermitted successors or assigns, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of including any party hereto under that becomes such a successor or assign) from pursuing claims, if any, against any such Person. The provisions of this AgreementSection 12.14 shall survive termination of this Indenture; provided, further, that the Notes foregoing shall not in any way limit, impair or otherwise affect any rights of the Trustee or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had Noteholders to proceed against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent such Person (a) for intentional and willful fraud or affiliate intentional and willful misrepresentations on the part of or by such Person or (b) for the receipt of any distributions or payments to which the Issuer or any person owningsuccessor in interest is entitled, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer distributions expressly permitted pursuant to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement Indenture and the other Transaction Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a party.

Limited Recourse. Notwithstanding any other provision of this anything to the contrary contained in the Lending Agreement, (x) the Notes or the Indenture, Obligations of each Borrower are solely the obligations of such Borrower and (y) with respect to any Loan, the Issuer hereunder Obligations shall be payable solely to the extent of funds received (i) by Custodian in respect of interest and thereunder are limited-recourse obligations other payments on and principal payments of the Issuer. Such obligations are non-recourse Collateral securing such Loan and (ii) as a result of the exercise of remedies with respect to the Issuer, its assets and its property other than Collateral securing such Loan pursuant to Section 14.1 or 14.2; provided that the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization provisions of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture preceding clause (other than the Issuery) shall be extinguished inapplicable to (1) all Obligations with respect to a Loan to the extent that the Borrower of such Loan is, at any time, not an Eligible Borrower (determined on the basis of the criteria applicable to “eligible borrowers” in effect at the time such Loan was borrowed), (2) all Obligations of a Borrower that arise as a result of the inaccuracy of any of the representations and warranties made by such Borrower in Section 10.1(c) or 10.1(e), (3) all Obligations with respect to a Loan that arise pursuant to Xxxxxx’s reimbursement and repayment rights set forth in Sections 18.14 and 18.15 and (4) all Obligations with respect to a Loan if a Collateral Surrender and Acceptance Notice with respect thereto shall not thereafter be reinstatedhave been delivered to Custodian in accordance with Section 13.2 on or prior to the Maturity Date of such Loan. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder amount owing in respect of any obligation of, or thereunder. No party hereto claim against, any Borrower arising out of or based upon the Lending Agreement against Custodian, Administrator, any TALF Agent or any holder of any equity interests in or any Related Party thereof; provided that (other than i) recourse may be had against a TALF Agent in respect of any failure by such TALF Agent to perform any covenant or agreement undertaken by it in the Issuer) shall enforce the liability Lending Agreement and obligation any failure of any of the Issuer representations and warranties made by such TALF Agent in the Lending Agreement to perform be true and observe correct in all material respects when made (but in the obligations contained case of the representations and warranties in this AgreementSections 10.1(d)(with respect to information obtained by such TALF Agent from third parties), the Notes 10.2(b), 10.2(c), 10.2(f) (with respect to information obtained by such TALF Agent from third parties), 10.2(g) and the other Transaction Documents 10.2(h), only if such TALF Agent shall have failed to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject exercise reasonable care to the following sentence, or the Exculpated Parties. It is understood that confirm their accuracy) and (ii) the foregoing shall not relieve any such person or entity from any liability they might otherwise have as a result of gross negligence, willful misconduct or fraudulent actions taken or omissions by them. The provisions of this Section 5.13 shall not (i) prevent recourse to survive the Collateral for the sums due termination or to become due under any security, instrument or agreement which is part expiration of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and and, with respect to each Borrower, the other Transaction Documents, so long as no judgment payment in the nature full of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partysuch Borrower’s Obligations.

Limited Recourse. Notwithstanding any other provision of this Agreement, the Notes or the Indenture, the obligations of the Issuer hereunder and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Basic Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against Securities Account Control Agreement the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Basic Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Basic Documents to which the Issuer is a party.

Limited Recourse. Notwithstanding any other provision of this anything to the contrary contained in the Lending Agreement, (x) the Notes or the Indenture, Obligations of each Borrower are solely the obligations of such Borrower and (y) with respect to any Loan, the Issuer hereunder Obligations shall be payable solely to the extent of funds received (i) by Custodian in respect of interest payments on and thereunder are limited-recourse obligations principal payments of the Issuer. Such obligations are non-recourse Collateral securing such Loan and (ii) as a result of the exercise of remedies with respect to the Issuer, its assets and its property other than Collateral securing such Loan pursuant to Section 14.1 or 14.2; provided that the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization provisions of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture preceding clause (other than the Issuery) shall be extinguished inapplicable to (1) all Obligations with respect to a Loan to the extent that the Borrower of such Loan is, at any time, not an Eligible Borrower (determined on the basis of the criteria applicable to “eligible borrowers” in effect at the time such Loan was borrowed), (2) all Obligations of a Borrower that arise as a result of the inaccuracy of any of the representations and warranties made by such Borrower in Section 10.1(c) or 10.1(e), (3) all Obligations with respect to a Loan that arise pursuant to Lender’s right of reimbursement set forth in Section 18.14 and (4) all Obligations with respect to a Loan if a Collateral Surrender and Acceptance Notice with respect thereto shall not thereafter be reinstatedhave been delivered to Custodian in accordance with Section 13.2 on or prior to the Maturity Date of such Loan. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder amount owing in respect of any obligation of, or thereunder. No party hereto claim against, any Borrower arising out of or based upon the Lending Agreement against Custodian, Administrator, any Primary Dealer or any holder of any equity interests in or any Related Party thereof; provided that (other than i) recourse may be had against a Primary Dealer in respect of any failure by such Primary Dealer to perform any covenant or agreement undertaken by it in the Issuer) shall enforce the liability Lending Agreement and obligation any failure of any of the Issuer representations and warranties made by such Primary Dealer in the Lending Agreement to perform be true and observe correct in all material respects when made (but in the obligations contained case of the representations and warranties in this AgreementSections 10.1(d)(with respect to information obtained by such Primary Dealer from third parties), the Notes 10.2(b), 10.2(c), 10.2(f) (with respect to information obtained by such Primary Dealer from third parties), 10.2(g) and the other Transaction Documents 10.2(h), only if such Primary Dealer shall have failed to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject exercise reasonable care to the following sentence, or the Exculpated Parties. It is understood that confirm their accuracy) and (ii) the foregoing shall not relieve any such person or entity from any liability they might otherwise have as a result of gross negligence, willful misconduct or fraudulent actions taken or omissions by them. The provisions of this Section 5.13 shall not (i) prevent recourse to survive the Collateral for the sums due termination or to become due under any security, instrument or agreement which is part expiration of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and and, with respect to each Borrower, the other Transaction Documents, so long as no judgment payment in the nature full of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partysuch Borrower’s Obligations.

Limited Recourse. Notwithstanding any other provision of anything to the contrary contained in this Agreement, the Notes or the Indenture, obligations of Party B under this Agreement and any Transaction hereunder are solely the obligations of Party B and shall be payable solely to the Issuer hereunder extent of funds received by and thereunder are limited-recourse obligations available to Party B in accordance with the priority of payment provisions of the IssuerIndenture and the Sale and Servicing Agreement and on the Payment Dates specified therein. Such obligations are non-recourse Party A acknowledges that Party B has pledged its assets constituting the Indenture Trust Estate to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization Indenture Trustee. Upon exhaustion of the Collateral, any claims assets of any party hereto under this Party B and proceeds thereof in accordance with the Indenture and the Sale and Servicing Agreement, the Notes Party A shall not be entitled to take any further steps against Party B to recover any sums due but still unpaid hereunder or the Indenture (other than the Issuer) thereunder, all claims in respect of which shall be extinguished and shall not thereafter be reinstatedextinguished. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable amount owing in respect of any obligation of, or claim against, Party B arising out of or based upon this Agreement or any Transaction hereunder against any holder of a beneficial interest, employee, officer or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this AgreementAffiliate thereof and, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability except as specifically provided herein, no recourse shall be sought had for the payment of any amount owing in respect of any obligation of, or claim against, Party B based on or arising out of or based upon this Agreement against the IssuerAdministrator (as defined in the Administration Agreement), subject to the following sentenceFCAR Two LLC or any stockholder, holder of a beneficial interest, employee, officer, director, incorporator or the Exculpated Parties. It is understood Affiliate thereof; provided, however, that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon relieve any such outstanding indebtedness person or obligation shall be extinguished, (iii) limit the right of entity from any Person to name the Issuer liability they might otherwise have as a party defendant in any action result of gross negligence or suit fraudulent actions or in the exercise of any other remedy under this Agreement and the other Transaction Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured omissions taken by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partythem.

Limited Recourse. Notwithstanding any other provision of this Agreement, the Notes or the Indenture, the obligations of the Issuer hereunder and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Basic Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Basic Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Basic Documents to which the Issuer is a party.. HAROT 2024-2 Securities Account Control Agreement

Limited Recourse. Notwithstanding any other provision terms of this AgreementIndenture Supplement, the Notes Series 2013-T1 Notes, any other Transaction Documents or the Indentureotherwise, the obligations of the Issuer hereunder under the Series 2013-T1 Notes, this Indenture Supplement and thereunder each other Transaction Document to which it is a party are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests thereinTrust Estate, and following realization of the CollateralTrust Estate and application of the proceeds thereof in accordance with the terms of this Indenture Supplement, any claims none of any party hereto under this Agreementthe Noteholders of Series 2013-T1 Notes, the Notes Indenture Trustee or any of the Indenture (other than parties to the Issuer) Transaction Documents shall be entitled to take any further steps to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which shall be extinguished and shall not thereafter be reinstatedrevive. No recourse shall be had for the payment of any amount owing in respect of the Series 2013-T1 Notes or this Indenture Supplement or for any action or inaction of the Issuer against any principalofficer, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent stockholder or affiliate incorporator of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any of their successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder under the Series 2013-T1 Notes or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated PartiesIndenture Supplement. It is understood that the foregoing provisions of this Section 5.13 15 shall not (ia) prevent recourse to the Collateral Trust Estate for the sums due or to become due under any security, instrument or agreement which is part of the CollateralTrust Estate or (b) save as specifically provided therein, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of evidenced by the Issuer under the Notes, Series 2013-T1 Notes or secured by this Indenture Supplement. It is further understood that the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation foregoing provisions of this Section 15 shall be extinguished, (iii) not limit the right of any Person to name the Issuer as a party defendant in any action or suit proceeding or in the exercise of any other remedy under the Series 2013-T1 Notes or this Agreement and the other Transaction DocumentsIndenture Supplement, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver such Person or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyentity.

Limited Recourse. Notwithstanding any other provision of this Agreement, anything to the Notes or the Indenturecontrary contained herein, the obligations of any CP Issuer under this Agreement are solely the Issuer hereunder and thereunder are limited-recourse corporate obligations of such CP Issuer and, in the Issuer. Such case of obligations of a CP Issuer other than Commercial Paper, shall be payable at such time as funds are non-recourse actually received by, or are available to, such CP Issuer in excess of funds necessary to pay in full all outstanding Commercial Paper and, to the Issuerextent funds are not available to pay such obligations, its assets and its property other than the Collateral, and are payable solely from claims relating thereto shall not constitute a claim against such CP Issuer but shall continue to accrue. Each party hereto agrees that the Collateral, subject to payment of any prior security interests therein, and following realization claim (as defined in Section 101 of Title 11 of the Collateral, any claims Bankruptcy Code) of any such party hereto under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstatedsubordinated to the payment in full of all of such CP Issuer’s Commercial Paper. No recourse under any obligation, covenant or agreement of a CP Issuer contained in this Agreement shall be had against any principalincorporator, stockholder, officer, director, member, manager, employee or agent of such CP Issuer, the Funding Agent for such CP Issuer or any of their Affiliates (solely by virtue of such capacity) by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely a corporate obligation of such CP Issuer, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, employee, beneficiary, shareholder, partnerdirector, member, trusteemanager, employee or agent or affiliate of such CP Issuer, the Funding Agent for such CP Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, of their Affiliates (solely by virtue of such capacity) or any successors of them under or assigns by reason of any of the foregoing (the “Exculpated Parties”) for the payment obligations, covenants or agreements of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the such CP Issuer to perform and observe the obligations contained in this Agreement, the Notes or implied therefrom, and the other Transaction Documents to which the Issuer is a party by that any action or proceeding wherein a money judgment establishing any and all personal liability shall be sought against the Issuerfor breaches by such CP Issuer of any of such obligations, subject to the following sentencecovenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the Exculpated Parties. It is understood execution of this Agreement; provided that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or to become due under fraudulent omissions made by them or in any security, instrument or agreement which is part case of the Collateralgross negligence, (ii) constitute a waiver, release bad faith or discharge willful misconduct of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyPerson.

Limited Recourse. Notwithstanding any other provision Each of this Agreement, the Notes or parties hereto accepts that the Indenture, enforceability against the Issuer of the obligations of the Issuer hereunder and thereunder are limited-recourse under the Notes shall be limited to the Collateral and the Issuer Pledged Collateral. Once all of the Collateral and the Issuer Pledged Collateral has been realized and applied in accordance with Article III, any outstanding obligations of the IssuerIssuer shall be extinguished. Such For the avoidance of doubt, this Section 12.14 does not affect the obligations are non-recourse of the Servicer under the Account Control Agreement or the obligations of the Equityholder under the Pledge and Security Agreement or the ability of the Trustee or any Noteholder to exercise any rights or remedies it may have under the Pledge and Security Agreement. Each of the parties hereto further agrees that it shall take no action against any employee, director, officer or administrator of the Issuer, the Equityholder or the Trustee in relation to this Indenture; provided, that nothing herein shall limit the Issuer (or its assets and its property other than the Collateralpermitted successors or assigns, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of including any party hereto under that becomes such a successor or assign) from pursuing claims, if any, against any such Person. The provisions of this AgreementSection 12.14 shall survive termination of this Indenture; provided, further, that the Notes foregoing shall not in any way limit, impair or otherwise affect any rights of the Trustee or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had Noteholders to proceed against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent such Person (a) for intentional and willful fraud or affiliate intentional and willful misrepresentations on the part of or by such Person or (b) for the receipt of any distributions or payments to which the Issuer or any person owningsuccessor in interest is entitled, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer distributions expressly permitted pursuant to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement Indenture and the other Transaction Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a party.

Limited Recourse. Notwithstanding any other provision terms of this AgreementIndenture Supplement, the Notes Series 2021-SAVF1 Notes, any other Transaction Documents or the Indentureotherwise, the obligations of the Issuer hereunder under the Series 2021-SAVF1 Notes, this Indenture Supplement and thereunder each other Transaction Document to which it is a party are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests thereinTrust Estate, and following realization of the CollateralTrust Estate and application of the proceeds thereof in accordance with the terms of this Indenture Supplement, any claims none of any party hereto under this Agreementthe Noteholders of Series 2021-SAVF1 Notes, the Notes Indenture Trustee or any of the Indenture (other than parties to the Issuer) Transaction Documents shall be entitled to take any further steps to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which shall be extinguished and shall not thereafter be reinstatedrevive. No recourse shall be had for the payment of any amount owing in respect of the Series 2021-SAVF1 Notes or this Indenture Supplement or for any action or inaction of the Issuer against any principalofficer, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent stockholder or affiliate incorporator of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any of their successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder under the Series 2021-SAVF1 Notes or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated PartiesIndenture Supplement. It is understood that the foregoing provisions of this Section 5.13 13 shall not (ia) prevent recourse to the Collateral Trust Estate for the sums due or to become due under any security, instrument or agreement which is part of the CollateralTrust Estate or (b) save as specifically provided therein, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of evidenced by the Issuer under the Notes, Series 2021-SAVF1 Notes or secured by this Indenture Supplement. It is further understood that the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation foregoing provisions of this Section 14 shall be extinguished, (iii) not limit the right of any Person to name the Issuer as a party defendant in any action or suit proceeding or in the exercise of any other remedy under the Series 2021-SAVF1 Notes or this Agreement and the other Transaction DocumentsIndenture Supplement, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver such Person or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyentity.

Limited Recourse. Notwithstanding any other provision terms of this AgreementIndenture Supplement, the Notes Series 2013-VF1 Notes, any other Transaction Documents or the Indentureotherwise, the obligations of the Issuer hereunder under the Series 2013-VF1 Notes, this Indenture Supplement and thereunder each other Transaction Document to which it is a party are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests thereinTrust Estate, and following realization of the CollateralTrust Estate and application of the proceeds thereof in accordance with the terms of this Indenture Supplement, any claims none of any party hereto under this Agreementthe Noteholders of Series 2013-VF1 Notes, the Notes Indenture Trustee or any of the Indenture (other than parties to the Issuer) Transaction Documents shall be entitled to take any further steps to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which shall be extinguished and shall not thereafter be reinstatedrevive. No recourse shall be had for the payment of any amount owing in respect of the Series 2013-VF1 Notes or this Indenture Supplement or for any action or inaction of the Issuer against any principalofficer, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent stockholder or affiliate incorporator of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any of their successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder under the Series 2013-VF1 Notes or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated PartiesIndenture Supplement. It is understood that the foregoing provisions of this Section 5.13 16 shall not (ia) prevent recourse to the Collateral Trust Estate for the sums due or to become due under any security, instrument or agreement which is part of the CollateralTrust Estate or (b) save as specifically provided therein, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of evidenced by the Issuer under the Notes, Series 2013-VF1 Notes or secured by this Indenture Supplement. It is further understood that the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation foregoing provisions of this Section 16 shall be extinguished, (iii) not limit the right of any Person to name the Issuer as a party defendant in any action or suit proceeding or in the exercise of any other remedy under the Series 2013-VF1 Notes or this Agreement and the other Transaction DocumentsIndenture Supplement, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against any such Person or entity. By its signature to this Agreement, each of the Issuer, (iv) impair the right of any party parties hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by Indenture Trustee), hereby waives and directs the Indenture or Trustee to require that waive, the Collateral shall continue to secure all delivery of the indebtedness or obligations owing to the Noteholders an Authorization Opinion in accordance connection with the Notes execution and the Transaction Documents to which the Issuer is a partydelivery of this Series Supplement.

Limited Recourse. Notwithstanding This Agreement may only be enforced against, and any claim, action, suit or other provision legal proceeding based upon, arising out of or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the Notes or the Indenture, the obligations of the Issuer hereunder entities that are expressly named as parties hereto and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-recourse then only with respect to the Issuerspecific obligations set forth herein with respect to such party. No past, its assets and its property present or future director, officer, employee, incorporator, manager, member, partner, stockholder, affiliate, agent, attorney or other than the Collateralrepresentative of any party hereto or of any affiliate of any party hereto, and are payable solely from the Collateralor any of their successors or permitted assigns, subject to shall have any prior security interests therein, and following realization of the Collateral, liability for any claims obligations or liabilities of any party hereto under this AgreementAgreement or for any claim, action, suit or other legal proceeding based on, in respect of or by reason of the Notes or the Indenture transactions contemplated hereby. The parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud on the Issuerpart of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement shall be extinguished pursuant to the indemnification provisions set forth in Section 8. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates and each of their respective representatives arising under or based upon any law, except pursuant to the indemnification provisions set forth in Section 8. Nothing in this Section 33 shall not thereafter be reinstated. No recourse limit any person’s right to seek and obtain any equitable relief to which such person shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyentitled.

Limited Recourse. Notwithstanding any other provision of this Agreement, the Notes or the Indenture, the obligations of the Issuer Issuing Entity hereunder and thereunder are limited-recourse obligations of the IssuerIssuing Entity. Such obligations are non-recourse to the IssuerIssuing Entity, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture (other than the IssuerIssuing Entity) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer Issuing Entity or any person owning, directly or indirectly, any legal or beneficial interest in the IssuerIssuing Entity, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the IssuerIssuing Entity) shall enforce the liability and obligation of the Issuer Issuing Entity to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Basic Documents to which the Issuer Issuing Entity is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the IssuerIssuing Entity, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer Issuing Entity under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer Issuing Entity as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Basic Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the IssuerIssuing Entity, (iv) impair the right of any party hereto (other than the IssuerIssuing Entity) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the IssuerIssuing Entity) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Basic Documents to which the Issuer Issuing Entity is a party. Section 5.14 Limitations on Liability of Intermediary.

Limited Recourse. It is expressly understood and agreed by the parties hereto that this Agreement is executed and delivered by each of the Trustee and the Indenture Trustee, not in its individual capacity but solely as trustee under the Pooling and Servicing Agreement and as indenture trustee under the Indenture. Notwithstanding any other provision provisions of this Agreement, the Notes or the Indenture, the obligations of the Issuer hereunder Trustee and thereunder are limited-recourse obligations of the Issuer. Such obligations Indenture Trustee under this Agreement are non-recourse to each of the IssuerTrustee and the Indenture Trustee, its assets and its property other than the Collateralproperty, and are shall be payable solely from the Collateral, subject to any prior security interests thereinassets of the Trust Fund, and following realization of the Collateralsuch assets, any claims of any party hereto under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer Trustee or the Indenture Trustee or any person owning, directly or indirectly, any legal or beneficial interest in the IssuerTrustee or the Indenture Trustee, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts amount payable hereunder or thereunderunder this Agreement. No party The parties hereto (other than the Issuer) shall not enforce the liability and obligation obligations of the Issuer Trustee or the Indenture Trustee to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party Agreement by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the IssuerTrustee or the Indenture Trustee, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions The agreements in this paragraph shall survive termination of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, so long as no judgment in the nature performance of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or all obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyhereunder.

Limited Recourse. Notwithstanding any other provision terms of this AgreementIndenture Supplement, the Notes Series 2013-VF3 Notes, any other Transaction Documents or the Indentureotherwise, the obligations of the Issuer hereunder under the Series 2013-VF3 Notes, this Indenture Supplement and thereunder each other Transaction Document to which it is a party are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests thereinTrust Estate, and following realization of the CollateralTrust Estate and application of the proceeds thereof in accordance with the terms of this Indenture Supplement, any claims none of any party hereto under this Agreementthe Noteholders of Series 2013-VF3 Notes, the Notes Indenture Trustee or any of the Indenture (other than parties to the Issuer) Transaction Documents shall be entitled to take any further steps to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which shall be extinguished and shall not thereafter be reinstatedrevive. No recourse shall be had for the payment of any amount owing in respect of the Series 2013-VF3 Notes or this Indenture Supplement or for any action or inaction of the Issuer against any principalofficer, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent stockholder or affiliate incorporator of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any of their successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder under the Series 2013-VF3 Notes or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated PartiesIndenture Supplement. It is understood that the foregoing provisions of this Section 5.13 16 shall not (ia) prevent recourse to the Collateral Trust Estate for the sums due or to become due under any security, instrument or agreement which is part of the CollateralTrust Estate or (b) save as specifically provided therein, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of evidenced by the Issuer under the Notes, Series 2013-VF3 Notes or secured by this Indenture Supplement. It is further understood that the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation foregoing provisions of this Section 16 shall be extinguished, (iii) not limit the right of any Person to name the Issuer as a party defendant in any action or suit proceeding or in the exercise of any other remedy under the Series 2013-VF3 Notes or this Agreement and the other Transaction DocumentsIndenture Supplement, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against any such Person or entity. By its signature to this Agreement, each of the Issuer, (iv) impair the right of any party parties hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by Indenture Trustee), hereby waives and directs the Indenture or Trustee to require that waive, the Collateral shall continue to secure all delivery of the indebtedness or obligations owing to the Noteholders an Authorization Opinion in accordance connection with the Notes execution and the Transaction Documents to which the Issuer is a partydelivery of this Series Supplement.

Limited Recourse. Notwithstanding any other provision The obligations of each of Sub-Servicer and Servicer under this Agreement, the Notes or the Indenture, Agreement are solely the obligations of the Issuer hereunder and thereunder are limitedSub-recourse obligations of the Issuer. Such obligations are non-recourse to the IssuerServicer or Servicer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstatedas applicable. No recourse shall be had for any obligation or claim arising out of or based upon this Agreement against any principalorganizer, directorincorporator, shareholder, officer, employeemanager, beneficiarymember or director, shareholderpast, partnerpresent or future, memberof Sub-Servicer or Servicer or of any successor or of its respective constituent members or its other respective Affiliates, trustee, agent or affiliate of the Issuer or any person owning, either directly or indirectlythrough Sub-Servicer or Servicer, any legal or beneficial interest in as the Issuercase may be, or any successors or assigns successor thereof, whether by virtue of any constitution, statute or rule of Required Law or by the foregoing (the “Exculpated Parties”) for the payment enforcement of any amounts payable hereunder assessment or thereunder. No party hereto (other than the Issuer) shall enforce the penalty or otherwise, all such liability being, by acceptance hereof and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is as part of the Collateralconsideration for the acceptance hereof, (ii) constitute a waiverexpressly waived and released. For avoidance of doubt, release Sub-Servicer shall have no claim against Issuer or discharge of any indebtedness or obligation of the Issuer Transferor arising under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under connection with this Agreement and the other Transaction DocumentsAgreement. SUB-SERVICER SHALL NOT BE RESPONSIBLE OR LIABLE TO SERVICER, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the IssuerANY SUCCESSOR, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyASSIGNEE OR THIRD PARTY BENEFICIARY OF SERVICER OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PERSON, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES THAT ARISE OR MAY BE ALLEGED AS A RESULT OF ANY TRANSACTION CONTEMPLATED HEREUNDER. SERVICER SHALL NOT BE RESPONSIBLE OR LIABLE TO SUB-SERVICER, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUB-SERVICER OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PERSON, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES THAT ARISE OR MAY BE ALLEGED AS A RESULT OF ANY TRANSACTION CONTEMPLATED HEREUNDER.

Limited Recourse. Notwithstanding any other provision terms of this AgreementIndenture Supplement, the Notes Series 2013-VF1 Notes, any other Transaction Documents or the Indentureotherwise, the obligations of the Issuer hereunder under the Series 2013-VF1 Notes, this Indenture Supplement and thereunder each other Transaction Document to which it is a party are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests thereinTrust Estate, and following realization of the CollateralTrust Estate and application of the proceeds thereof in accordance with the terms of this Indenture Supplement, any claims none of any party hereto under this Agreementthe Noteholders of Series 2013-VF1 Notes, the Notes Indenture Trustee or any of the Indenture (other than parties to the Issuer) Transaction Documents shall be entitled to take any further steps to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which shall be extinguished and shall not thereafter be reinstatedrevive. No recourse shall be had for the payment of any amount owing in respect of the Series 2013-VF1 Notes or this Indenture Supplement or for any action or inaction of the Issuer against any principalofficer, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent stockholder or affiliate incorporator of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any of their successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder under the Series 2013-VF1 Notes or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated PartiesIndenture Supplement. It is understood that the foregoing provisions of this Section 5.13 16 shall not (ia) prevent recourse to the Collateral Trust Estate for the sums due or to become due under any security, instrument or agreement which is part of the CollateralTrust Estate or (b) save as specifically provided therein, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of evidenced by the Issuer under the Notes, Series 2013-VF1 Notes or secured by this Indenture Supplement. It is further understood that the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation foregoing provisions of this Section 16 shall be extinguished, (iii) not limit the right of any Person to name the Issuer as a party defendant in any action or suit proceeding or in the exercise of any other remedy under the Series 2013-VF1 Notes or this Agreement and the other Transaction DocumentsIndenture Supplement, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver such Person or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyentity.

Limited Recourse. Notwithstanding any other provision terms of this AgreementIndenture Supplement, the Notes Series 2017-VF1 Notes, any other Transaction Documents or the Indentureotherwise, the obligations of the Issuer hereunder under the Series 2017-VF1 Notes, this Indenture Supplement and thereunder each other Transaction Document to which it is a party are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests thereinTrust Estate, and following realization of the CollateralTrust Estate and application of the proceeds thereof in accordance with the terms of this Indenture Supplement, any claims none of any party hereto under this Agreementthe Noteholders of Series 2017-VF1 Notes, the Notes Indenture Trustee or any of the Indenture (other than parties to the Issuer) Transaction Documents shall be entitled to take any further steps to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which shall be extinguished and shall not thereafter be reinstatedrevive. No recourse shall be had for the payment of any amount owing in respect of the Series 2017-VF1 Notes or this Indenture Supplement or for any action or inaction of the Issuer against any principalofficer, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent stockholder or affiliate incorporator of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any of their successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder under the Series 2017-VF1 Notes or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated PartiesIndenture Supplement. It is understood that the foregoing provisions of this Section 5.13 13 shall not (ia) prevent recourse to the Collateral Trust Estate for the sums due or to become due under any security, instrument or agreement which is part of the CollateralTrust Estate or (b) save as specifically provided therein, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of evidenced by the Issuer under the Notes, Series 2017-VF1 Notes or secured by this Indenture Supplement. It is further understood that the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation foregoing provisions of this Section 13 shall be extinguished, (iii) not limit the right of any Person to name the Issuer as a party defendant in any action or suit proceeding or in the exercise of any other remedy under the Series 2017-VF1 Notes or this Agreement and the other Transaction DocumentsIndenture Supplement, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver such Person or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyentity.

Limited Recourse. Notwithstanding any other provision terms of this AgreementIndenture Supplement, the Notes Series 2013-T2 Notes, any other Transaction Documents or the Indentureotherwise, the obligations of the Issuer hereunder under the Series 2013-T2 Notes, this Indenture Supplement and thereunder each other Transaction Document to which it is a party are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests thereinTrust Estate, and following realization of the CollateralTrust Estate and application of the proceeds thereof in accordance with the terms of this Indenture Supplement, any claims none of any party hereto under this Agreementthe Noteholders of Series 2013-T2 Notes, the Notes Indenture Trustee or any of the Indenture (other than parties to the Issuer) Transaction Documents shall be entitled to take any further steps to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which shall be extinguished and shall not thereafter be reinstatedrevive. No recourse shall be had for the payment of any amount owing in respect of the Series 2013-T2 Notes or this Indenture Supplement or for any action or inaction of the Issuer against any principalofficer, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent stockholder or affiliate incorporator of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any of their successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder under the Series 2013-T2 Notes or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated PartiesIndenture Supplement. It is understood that the foregoing provisions of this Section 5.13 15 shall not (ia) prevent recourse to the Collateral Trust Estate for the sums due or to become due under any security, instrument or agreement which is part of the CollateralTrust Estate or (b) save as specifically provided therein, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of evidenced by the Issuer under the Notes, Series 2013-T2 Notes or secured by this Indenture Supplement. It is further understood that the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation foregoing provisions of this Section 15 shall be extinguished, (iii) not limit the right of any Person to name the Issuer as a party defendant in any action or suit proceeding or in the exercise of any other remedy under the Series 2013-T2 Notes or this Agreement and the other Transaction DocumentsIndenture Supplement, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver such Person or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyentity.

Limited Recourse. Notwithstanding anything else in any Operative Document to the contrary, if the sole Lease Event of Default is triggered by the occurrence of (each a "Limited Recourse Event" (x) an event set forth in Section 16(d) (as it pertains to any covenant, obligation or agreement (other provision than a payment obligation) of this the Lessee in any Real Estate Document or any Project Document) or (y) an event set forth in Section 16(e) as it pertains to (i) the representation and warranty of the Lessee in Section 3.1(c)(iii), 3.1(d)(i)(B) (to the extent such representation and warranty relates to the Owner Lessor), 3.1(e), 3.1(h)(iii), and 3.1(x) of the Participation Agreement, or (ii) any representation or warranty of the Notes Lessee in any Real Estate Document or in any Project Document) or (z) an event set forth in Section 16(f), (j), (k) and (l) (as it pertains to any party to a Project Document), or any combination of the Indentureforegoing and no other event that gives rise to a Lease Event of Default has occurred and is continuing, the obligations Lessee's recourse liability to the Owner Lessor including recourse with respect to amounts in the Accounts as a consequence of such Lease Event of Default (including any liability for enforcement costs or losses arising as a result of such Lease Event of Default and Section 9 of the Issuer hereunder and thereunder are limited-recourse obligations Participation Agreement for any Claims arising out of the Issuer. Such obligations are non-recourse any Limited Recourse Event) shall be limited to the IssuerLimited Recourse Amount (it being understood by the parties hereto that the limit on the Lessee's recourse liability with respect to any indemnification provisions shall only pertain to Claims that directly arise from a Limited Recourse Event). In addition, its assets and its property other than any amounts owed to the Collateral, and Owner Lessor which are payable solely not paid in full from the Collateral, subject Lessee's liability to any prior security interests therein, and following realization pay the Limited Recourse Amount may be realized by the exercise of remedies with respect to the Collateral, any claims of any party hereto Collateral under this AgreementSection 17. For the avoidance of doubt, the Notes Owner Lessor (or the Indenture Trustee) shall not be entitled to claim the excess, if any, of (i) the aggregate of the balances in the Payment Accounts and the Accounts (other than the IssuerLoss Proceeds Account) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, over (ii) constitute a waiverthe Limited Recourse Amount, release or discharge of any indebtedness or obligation in each case as of the Issuer under date of the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, so long as no judgment in the nature declaration of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyLimited Recourse Event.

Limited Recourse. Notwithstanding any other provision of or obligation to the contrary set forth in this Loan Agreement, (1) the Notes or the Indenture, the obligations liability of the Issuer hereunder Borrower and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-recourse to the Issuerany partner, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principaltrustee, director, officer, employee, beneficiaryor agent thereof (collectively, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Borrower Parties”) under this Loan Agreement or the Subordinate Mortgage shall be limited to the Mortgaged Property or to such other security as may from time to time be given or have been given for the payment of the Borrower’s obligations under this Loan Agreement and Subordinate Bonds, and any amounts payable hereunder judgment rendered against the Borrower Parties under this Loan Agreement or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes Subordinate Mortgage and the Subordinate Bonds shall be limited to the Mortgaged Property and any other Transaction Documents to which security so given for satisfaction thereof; and (2) no deficiency or other personal judgment nor any order or decree of specific performance shall be sought or rendered against the Issuer is a party by Borrower Parties, their successors, transferees or assigns, in any action or proceeding wherein a money judgment establishing arising out of this Loan Agreement, the Subordinate Mortgage, the Subordinate Bonds, or any personal liability judgment, order or decree rendered pursuant to any such action or proceeding, provided, however, that nothing in this Loan Agreement, the Subordinate Mortgage, or the Subordinate Bonds shall be sought limit the Issuer’s or Trustee’s ability to exercise any right or remedy that it may have with respect to any property pledged or granted to the Issuer or the Trustee, or both of them, or to exercise any right against the Issuer, Borrower Parties or any other person or entity on account of any damage caused by fraud or intentional misrepresentation by the Borrower or any intentional damage of the property subject to the following sentenceSubordinate Mortgage. Furthermore, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 Borrower shall not (i) prevent recourse to the Collateral be fully liable for the sums due or misapplication of (a) proceeds paid prior to become due any foreclosure under any securityand all insurance policies, instrument or agreement under which is part of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which Trustee and/or the Issuer is named as insured, by reason of damage, loss or destruction to any portion of the property subject to the Subordinate Mortgage, to the full extent of such misapplied proceeds and awards, (b) proceeds or awards resulting from the condemnation, or other taking in lieu of condemnation, prior to any foreclosure of the property subject to the Subordinate Mortgage, to the full extent of such misapplied proceeds and awards (c) rents, issues, profits and revenues received or applicable to a party.period subsequent to the occurrence of a default under this Loan Agreement, the Subordinate Mortgage, and the Subordinate Bonds but prior to foreclosure, and

Limited Recourse. Notwithstanding Other than as expressly provided in this Indenture Supplement, the Series 2013-VF1 Notes, any other provision of this Agreement, the Notes Transaction Documents or the Indentureotherwise, the obligations of the Issuer hereunder under the Series 2013-VF1 Notes, this Indenture Supplement and thereunder each other Transaction Document to which it is a party are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests thereinTrust Estate, and following realization of the CollateralTrust Estate and application of the proceeds thereof in accordance with the terms of this Indenture Supplement, any claims none of any party hereto under this Agreementthe Noteholders of Series 2013-VF1 Notes, the Notes Indenture Trustee or any of the Indenture (other than parties to the Issuer) Transaction Documents shall be entitled to take any further steps to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which shall be extinguished and shall not thereafter be reinstatedrevive. No recourse shall be had for the payment of any amount owing in respect of the Series 2013-VF1 Notes or this Indenture Supplement or for any action or inaction of the Issuer against any principalofficer, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent stockholder or affiliate incorporator of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any of their successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder under the Series 2013-VF1 Notes or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated PartiesIndenture Supplement. It is understood that the foregoing provisions of this Section 5.13 15 shall not (ia) prevent recourse to the Collateral Trust Estate for the sums due or to become due under any security, instrument or agreement which is part of the CollateralTrust Estate or (b) save as specifically provided therein, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of evidenced by the Issuer under the Notes, Series 2013-VF1 Notes or secured by this Indenture Supplement. It is further understood that the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation foregoing provisions of this Section 15 shall be extinguished, (iii) not limit the right of any Person to name the Issuer as a party defendant in any action or suit proceeding or in the exercise of any other remedy under the Series 2013-VF1 Notes or this Agreement and the other Transaction DocumentsIndenture Supplement, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver such Person or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyentity.

Limited Recourse. Notwithstanding any other provision of anything to the contrary contained in this Agreement, the Notes or obligations of each of the IndentureDepositor, the Transferor and Issuer under this Agreement are solely the limited liability company obligations of the Issuer hereunder and thereunder are limited-recourse Transferor, corporate obligations of the Depositor or the trust obligations of Issuer, as applicable, and shall be payable by the Depositor, Transferor or Issuer, as applicable, solely as provided in this Section 11.18. Such obligations are non-recourse Each of the Depositor, Transferor and the Issuer shall only be required to pay (a) any fees, expenses, indemnities or other liabilities that it may incur under this Agreement to the Issuerextent it has funds available therefor on the date of such determination and (b) any expenses, its assets and its property indemnities or other than liabilities that it may incur under this Agreement only to the Collateralextent it receives funds designated for such purposes or to the extent it has funds available therefor. In addition, and are payable solely from the Collateral, subject to no amount owing by any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this AgreementDepositor, the Notes Transferor or the Indenture Issuer hereunder (other than principal and interest in respect of the IssuerNotes) in excess of the liabilities that it is required to pay in accordance with the preceding sentence shall be extinguished and shall not thereafter be reinstatedconstitute a "claim" (as defined in Section 101(5) of the Bankruptcy Code) against it. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable amount owing hereunder or thereunderfor the payment of any fee hereunder or any other obligation of, or claim against, the Depositor, Transferor or the Issuer arising out of or based upon this Agreement, against any member, employee, officer, agent, director or authorized person of the Depositor, Transferor or affiliate thereof or any stockholder, employee, officer, director, incorporator or Affiliate thereof; provided, however, that the foregoing shall not relieve any such person or entity of any liability they might otherwise have as a result of fraudulent actions or omissions taken by them. No party hereto (other than the Issuer) shall enforce the liability and The obligation of the Issuer to perform and observe the obligations contained in parties under this Section 11.18 shall survive termination of this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a party.

Limited Recourse. Notwithstanding any other provision of this Agreement, the Notes or the Indenture, the obligations The liability of the Issuer Trust in relation to this Agreement and any Transaction hereunder and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-is limited in recourse to the Issuer, its assets of the Trust and its property other than proceeds thereof applied in accordance with the Collateral, Indenture and are payable solely from the Collateral, subject Sale and Servicing Agreement. With respect to any prior security interests therein, and following realization of amounts payable to CMB by the Collateral, any claims of any party hereto Trust under this Agreement, such amounts shall be limited to the Notes or Total Available Funds as provided in and subject to Section 2.8(a) of the Indenture. Upon exhaustion of the assets of the Trust and proceeds thereof in accordance with the Indenture (other than and the Issuer) Sale and Servicing Agreement, CMB shall not be entitled to take any further steps against the Trust to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which shall be extinguished and shall not thereafter be reinstatedextinguished. No recourse shall may be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) taken for the payment of any amounts payable hereunder amount owing in respect of any obligation of, or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreementclaim against, the Notes Trust arising out of or based upon this Agreement or any Transaction hereunder against any holder of a beneficial interest, employee, officer or Affiliate thereof and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability no recourse shall be sought taken for the payment of any amount owing in respect of any obligation of, or claim against, the Trust based upon or arising out of this Agreement against the IssuerAdministrator, subject to the following sentenceSeller, the Servicer, the Indenture Trustee, the Owner Trustee or the Exculpated Parties. It is understood any stockholder, holder of a beneficial interest, employee, officer, director, incorporator or Affiliate thereof; provided, however, that the foregoing shall not relieve any such person or entity from any liability they might otherwise have as a result of willful misconduct, bad faith or negligence. In furtherance of and not in derogation of the foregoing, CMB acknowledges and agrees that it shall have no right, title or interest hereunder in or to the Other Assets of the Seller. To the extent that, notwithstanding the agreements and provisions contained in the preceding paragraph, CMB either (i) asserts hereunder an interest or claim to, or benefit from, Other Assets, or (ii) is deemed hereunder to have any such interest, claim to, or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), then CMB further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and shall be expressly subordinated to the indefeasible payment in full, which, under the terms of the relevant documents relating to the securitization or conveyance of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Seller), including the payment of post-petition interest on such other obligations and liabilities. This subordination agreement shall be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Trust further acknowledges and agrees that no adequate remedy at law exists for a breach of this Part 5(e)(vii) and the terms of this Part 5(e)(vii) may be enforced by an action for specific performance. The provisions of this Section 5.13 Part 5(e)(vii) shall not (i) prevent recourse to the Collateral be for the sums due or third party benefit of those entitled to become due under any security, instrument or agreement which is part rely thereon and shall survive the termination of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyAgreement.

Limited Recourse. Notwithstanding any other provision of this Agreement, the Notes or the Indenture, the obligations of the Issuer hereunder and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a party.. VALET 2023-1 Securities Account Control Agreement

Limited Recourse. Notwithstanding any other provision of or obligation to the contrary set forth in this AgreementSubordinate Mortgage, (a) the Notes or the Indenture, the obligations liability of the Issuer hereunder Mortgagor and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-recourse to the Issuerany partner, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principaltrustee, director, officer, employee, beneficiaryor agent thereof (collectively, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Mortgagor Parties”) under this Subordinate Mortgage or the Loan Agreement shall be limited to the property subject to this Subordinate Mortgage or to such other security as may from time to time be given or have been given for the payment of the Mortgagor’s obligations under the Loan Agreement and Subordinate Bonds, and any amounts payable hereunder judgment rendered against the Mortgagor Parties under this Subordinate Mortgage or thereunder. No party hereto the Loan Agreement and Subordinate Bonds shall be limited to the property subject to this Subordinate Mortgage and any other security so given for satisfaction thereof; and (b) no deficiency or other than personal judgment nor any order or decree of specific performance shall be sought or rendered against the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained Mortgagor Parties, their successors, transferees or assigns, in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing arising out of this Subordinate Mortgage, the Loan Agreement, the Subordinate Bonds, or any personal liability judgment, order or decree rendered pursuant to any such action or proceeding; provided, however, that nothing in this Subordinate Mortgage, the Loan Agreement or the Subordinate Bonds shall limit the Mortgagee’s ability to exercise any right or remedy that it may have with respect to any property pledged or granted to the Mortgagee, or to exercise any right against the Mortgagor or any other person or entity on account of any damage caused by fraud or intentional misrepresentation by the Mortgagor or any intentional damage of the property subject to this Subordinate Mortgage. Furthermore, the Mortgagor shall be sought against fully liable for the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions misapplication of this Section 5.13 shall not (i) prevent recourse proceeds paid prior to any foreclosure under any and all insurance policies, under which the Mortgagee is named as insured, by reason of damage, loss or destruction to any portion of the property subject to this Subordinate Mortgage, to the Collateral for the sums due or to become due under any security, instrument or agreement which is part full extent of the Collateralsuch misapplied proceeds and awards, (ii) constitute a waiverproceeds or awards resulting from the condemnation, release or discharge other taking in lieu of condemnation, prior to any indebtedness or obligation foreclosure of the Issuer under property subject to this Subordinate Mortgage, to the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any full extent of such outstanding indebtedness or obligation shall be extinguished, misapplied proceeds and awards (iii) limit rents, issues, profits and revenues received or applicable to a period subsequent to the right occurrence of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy default under this Subordinate Mortgage, the Loan Agreement and the other Transaction DocumentsSubordinate Bonds but prior to foreclosure, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, and (iv) impair proceeds from the sale of all or any part of the property subject to this Subordinate Mortgage and any other proceeds that, under the terms hereof, should have been paid to the Mortgagee. Furthermore, the Mortgagor shall be fully liable for the breach of the Mortgagor’s covenants contained in Sections 3.2, 4.4, 7.4, 9.5, 10.8, 10.11, 10.12, and 10.13 of the Loan Agreement; provided, however in no event shall the Mortgagor Parties be personally liable for payment of the principal of, premium, if any, or interest on the Subordinate Bonds. The limit on the Mortgagor’s liability set forth in this paragraph shall not, however, be construed, and is not intended in any way, to constitute a release, in whole or in part, of the Mortgagor’s obligations under the Loan Agreement or a release, in whole or in part, or an impairment of the lien and security interest of this Subordinate Mortgage, the Loan Agreement and the Subordinate Bonds upon the properties described therein, or to preclude the Mortgagee from foreclosing this Subordinate Mortgage in case of any default or enforcing any other right of any party hereto (other than the Issuer) Mortgagee, or to obtain alter, limit or affect the appointment of a receiver or (v) constitute a waiver liability of any right which any person or party who may now or hereafter or prior hereto (other than guarantee, or pledge, grant or assign its assets or collateral as security for, the Issuer) may have under any applicable insolvency laws to file a claim for the full amount obligations of the indebtedness or obligations secured by Mortgagor under this Subordinate Mortgage, the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes Loan Agreement and the Transaction Documents to which the Issuer is a partySubordinate Bonds.

Limited Recourse. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer under this Agreement or any certificate or other writing delivered in connection herewith or therewith, against (a) any owner of a beneficial interest in the Issuer or (b) any holder of a beneficial interest in the Issuer in its individual capacity, except as any such Person may have expressly agreed. Notwithstanding any other provision terms of this Agreement, the Notes Notes, any other Transaction Documents or the Indentureotherwise, the obligations of the Issuer hereunder under the Notes, the Indenture, this Agreement and thereunder each other Transaction Document to which it is a party are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests thereinTrust Estate, and following realization of the CollateralTrust Estate and application of the proceeds thereof in accordance with the terms of the Indenture, any claims none of any party hereto under this Agreementthe Noteholders, the Notes Indenture Trustee or any of the Indenture (other than parties to the Issuer) Transaction Documents shall be entitled to take any further steps to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which shall be extinguished and shall not thereafter be reinstatedrevive. No recourse shall be had for the payment of any amount owing in respect of the Notes, the Indenture or this Agreement or for any action or inaction of the Issuer against any principalofficer, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent stockholder or affiliate incorporator of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any of their successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder under the Notes or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 11 shall not (i) prevent recourse to the Collateral Trust Estate for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, Trust Estate or (ii) save as specifically provided therein, constitute a waiver, release or discharge of any indebtedness or obligation of evidenced by the Issuer under the Notes, Notes or secured by the Indenture. It is further understood that the foregoing provisions of this Section 11 shall not, until the Collateral has been realizedsubject to Section 12(k) hereof, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person Person, to name the Issuer as a party defendant in any action or suit proceeding or in the exercise of any other remedy under the Notes or this Agreement and the other Transaction DocumentsAgreement, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver such Person or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyentity.

Limited Recourse. Notwithstanding any other provision of this anything to the contrary contained in the Lending Agreement, (x) the Notes or the Indenture, Obligations of each Borrower are solely the obligations of such Borrower and (y) with respect to any Loan, the Issuer hereunder Obligations shall be payable solely to the extent of funds received (i) by Custodian in respect of interest and thereunder are limited-recourse obligations other payments on and principal payments of the Issuer. Such obligations are non-recourse Collateral securing such Loan and (ii) as a result of the exercise of remedies with respect to the IssuerCollateral securing such Loan pursuant to Section 14.1 or 14.2; provided that, its assets and its property other than with respect to the Collateral, and are payable solely from Obligations specified in the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreementclauses (1) through (4), the Notes or limited recourse provisions set forth in the Indenture preceding clause (other than the Issuery) shall be extinguished inapplicable and such Obligations shall be full recourse Obligations of the applicable Borrower: (1) all Obligations with respect to a Loan to the extent that the Borrower of such Loan is, at any time, not an Eligible Borrower (determined on the basis of the criteria applicable to “eligible borrowers” in effect at the time such Loan was borrowed or assumed), (2) all Obligations of a Borrower that arise as a result of the inaccuracy of any of the representations and warranties made by such Borrower in Section 10.1(c), 10.1(d) or 10.1(e), (3) all Obligations with respect to a Loan that arise pursuant to Lender’s reimbursement and repayment rights set forth in Sections 18.14 and 18.15 and (4) all Obligations with respect to a Loan if a Collateral Surrender and Acceptance Notice with respect thereto shall not thereafter be reinstatedhave been delivered to Custodian in accordance with Section 13.2 on or prior to the Maturity Date of such Loan. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder amount owing in respect of any obligation of, or thereunder. No party hereto claim against, any Borrower arising out of or based upon the Lending Agreement against Custodian, Administrator, any TALF Agent or any holder of any equity interests in or any Related Party thereof; provided that (other than i) recourse may be had against a TALF Agent in respect of any failure by such TALF Agent to perform any covenant or agreement undertaken by it in the Issuer) shall enforce the liability Lending Agreement and obligation any failure of any of the Issuer representations and warranties made by such TALF Agent in the Lending Agreement to perform be true and observe correct in all material respects when made (but in the obligations contained case of the representations and warranties in this AgreementSections 10.1(d)(with respect to information obtained by such TALF Agent from third parties), the Notes 10.2(b), 10.2(c), 10.2(f) (with respect to information obtained by such TALF Agent from third parties), 10.2(g) and the other Transaction Documents 10.2(h), only if such TALF Agent shall have failed to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject exercise reasonable care to the following sentence, or the Exculpated Parties. It is understood that confirm their accuracy) and (ii) the foregoing shall not relieve any such person or entity from any liability they might otherwise have as a result of gross negligence, willful misconduct or fraudulent actions taken or omissions by them. The provisions of this Section 5.13 shall not (i) prevent recourse to survive the Collateral for the sums due termination or to become due under any security, instrument or agreement which is part expiration of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and and, with respect to each Borrower, the other Transaction Documents, so long as no judgment payment in the nature full of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partysuch Borrower’s Obligations.

Limited Recourse. Notwithstanding any other provision terms of this AgreementIndenture Supplement, the Notes Series 2013-VF2 Notes, any other Transaction Documents or the Indentureotherwise, the obligations of the Issuer hereunder under the Series 2013-VF2 Notes, this Indenture Supplement and thereunder each other Transaction Document to which it is a party are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests thereinTrust Estate, and following realization of the CollateralTrust Estate and application of the proceeds thereof in accordance with the terms of this Indenture Supplement, any claims none of any party hereto under this Agreementthe Noteholders of Series 2013-VF2 Notes, the Notes Indenture Trustee or any of the Indenture (other than parties to the Issuer) Transaction Documents shall be entitled to take any further steps to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which shall be extinguished and shall not thereafter be reinstatedrevive. No recourse shall be had for the payment of any amount owing in respect of the Series 2013-VF2 Notes or this Indenture Supplement or for any action or inaction of the Issuer against any principalofficer, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent stockholder or affiliate incorporator of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any of their successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder under the Series 2013-VF2 Notes or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated PartiesIndenture Supplement. It is understood that the foregoing provisions of this Section 5.13 16 shall not (ia) prevent recourse to the Collateral Trust Estate for the sums due or to become due under any security, instrument or agreement which is part of the CollateralTrust Estate or (b) save as specifically provided therein, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of evidenced by the Issuer under the Notes, Series 2013-VF2 Notes or secured by this Indenture Supplement. It is further understood that the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation foregoing provisions of this Section 16 shall be extinguished, (iii) not limit the right of any Person to name the Issuer as a party defendant in any action or suit proceeding or in the exercise of any other remedy under the Series 2013-VF2 Notes or this Agreement and the other Transaction DocumentsIndenture Supplement, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against any such Person or entity. By its signature to this Agreement, each of the Issuer, (iv) impair the right of any party parties hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by Indenture Trustee), hereby waives and directs the Indenture or Trustee to require that waive, the Collateral shall continue to secure all delivery of the indebtedness or obligations owing to the Noteholders an Authorization Opinion in accordance connection with the Notes execution and the Transaction Documents to which the Issuer is a partydelivery of this Series Supplement.

Limited Recourse. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer under this Agreement or any certificate or other writing delivered in connection herewith or therewith, against (a) any owner of a beneficial interest in the Issuer or (b) any holder of a beneficial interest in the Issuer in its individual capacity, except as any such Person may have expressly agreed. Notwithstanding any other provision terms of this Agreement, the Notes Notes, any other Transaction Documents or the Indentureotherwise, the obligations of the Issuer hereunder under the Notes, the Indenture, this Agreement and thereunder each other Transaction Document to which it is a party are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests thereinTrust Estate, and following realization of the CollateralTrust Estate and application of the proceeds thereof in accordance with the terms of the Indenture, any claims none of any party hereto under this Agreementthe Noteholders, the Notes Indenture Trustee or any of the Indenture (other than parties to the Issuer) Transaction Documents shall be entitled to take any further steps to recover any sums due but still unpaid hereunder or thereunder, all claims in respect 53570.000373 EMF_US 45901410v7 of which shall be extinguished and shall not thereafter be reinstatedrevive. No recourse shall be had for the payment of any amount owing in respect of the Notes, the Indenture or this Agreement or for any action or inaction of the Issuer against any principalofficer, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent stockholder or affiliate incorporator of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any of their successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder under the Notes or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 11 shall not (i) prevent recourse to the Collateral Trust Estate for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, Trust Estate or (ii) save as specifically provided therein, constitute a waiver, release or discharge of any indebtedness or obligation of evidenced by the Issuer under the Notes, Notes or secured by the Indenture. It is further understood that the foregoing provisions of this Section 11 shall not, until the Collateral has been realizedsubject to Section 12(l) hereof, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person Person, to name the Issuer as a party defendant in any action or suit proceeding or in the exercise of any other remedy under the Notes or this Agreement and the other Transaction DocumentsAgreement, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver such Person or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyentity.

Limited Recourse. Notwithstanding any other provision of this Agreement, anything to the Notes contrary herein or otherwise in the Indenture, the Series 2019-1 Notes are nonrecourse obligations solely of the Issuer hereunder Issuers and thereunder are limited-recourse obligations shall be payable only from the Collateral Pool. Upon the exhaustion of the Issuer. Such obligations are non-recourse to Collateral included in the IssuerCollateral Pool, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization liabilities of the CollateralIssuers hereunder shall be extinguished. Each Series 2019-1 Noteholder shall be deemed to have agreed, by acceptance of its Series 2019-1 Note, not to file or join in filing any claims petition in bankruptcy or commence any similar proceeding in respect of any party hereto Issuer for a period of two (2) years and thirty-one (31) days following payment in full of all of the Notes (including the Series 2019-1 Notes) issued or co-issued by the Issuers under this Agreementthe Indenture. Notwithstanding the foregoing, the Notes or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principalTrustee, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate on behalf of the Issuer or any person owningSeries 2019-1 Noteholders, directly or indirectly, any legal or beneficial interest in shall have the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall right to enforce the liability and obligation of the any Issuer to perform and observe the obligations contained in this Agreementhereunder, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issueror otherwise, subject to the following sentenceextent of any loss, damage, cost, expense, liability, claim or other obligation incurred by such Noteholders (including attorneys’ fees and costs reasonably incurred) arising out of or in connection with the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not following: (i) prevent recourse to fraud or intentional misrepresentation by such Issuer in connection with the Collateral for Series 2019-1 Notes, the sums due or to become due under Indenture and/or any security, instrument or agreement which is part of the Collateral, other Transaction Documents; (ii) constitute a waiver, release intentional acts constituting gross negligence or discharge willful misconduct or bad faith of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, Issuer; (iii) limit the right intentional destruction or waste of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Property by such Issuer, ; (iv) impair the right breach of any party hereto (representation, warranty, covenant or indemnification provision in the Indenture or any other than the Issuer) to obtain the appointment of a receiver Transaction Document concerning Environmental Laws, Hazardous Substances or Asbestos; (v) constitute a waiver the removal or disposal of any right portion of any Property during the continuation of an Event of Default; (vi) the misapplication or conversion by such Issuer of (A) any Insurance Proceeds, (B) any Condemnation Proceeds, (C) any Monthly Lease Payments following an Event of Default, (D) any Monthly Lease Payments paid more than one month in advance, (E) any premiums for any Property Insurance Policies required under the Property Management Agreement received by such Issuer from any third party or Tenant or (F) any funds received by such Issuer for payment of Taxes or other charges that can create liens on any portion of any Property; or (vii) any security deposits (including letters of credit) collected with respect to any Property which any party hereto (other than the Issuer) may have under any applicable insolvency laws are not delivered to file a claim for the full amount of the indebtedness or obligations secured by the Indenture Trustee upon a foreclosure of such Property or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing other action in lieu thereof, except to the Noteholders extent any such security deposits were applied in accordance with the Notes terms and conditions of any of the Transaction Documents Leases prior to which the Issuer is a partyoccurrence of the Event of Default that gave rise to such sale or foreclosure or action in lieu thereof.

Limited Recourse. Notwithstanding anything to the contrary contained herein or in the Guaranty, except as otherwise provided in this Section 7.8, neither any Pledgor nor any of its shareholders, officers, directors, partners, employees, agents or other provision of representatives ("Other Persons") shall have any personal liability for the Secured Obligations under this Pledge and Security Agreement, or for the Notes obligation to observe, perform or discharge any of the terms, covenants or conditions contained herein or in the Guaranty, and, except as otherwise provided in this Section 7.8, (a) no attachment, execution, writ or other process shall be sought and no judicial proceeding shall be initiated by or on behalf of Pledgee against any Pledgor or any Other Person as a result of a breach or default under this Pledge and Security Agreement or the IndentureGuaranty, except to the obligations extent that such attachment, execution, writ or judicial proceeding shall be necessary to enforce any of the Issuer hereunder and thereunder are limited-recourse obligations rights, remedies or recourses of the Issuer. Such obligations are non-recourse Pledgee against or with reference to the Issuer, its assets and its property other than the Collateral, and are payable (b) in the event that any suit is brought hereunder or under the Guaranty, any judgment obtained in or as a result of such suit shall be enforceable and/or enforced solely from against the Collateral; PROVIDED, subject to HOWEVER, that nothing herein contained shall be construed to: (i) be a release or impairment of any prior security interests thereinPledgor's obligations hereunder or under the Guaranty, (ii) prevent Pledgee from exercising and following realization enforcing, consistent with the provisions of this Section 7.8, any other remedy allowed at law or in equity or by statute or by the terms hereof or of the CollateralGuaranty or (iii) prevent Pledgee from recovering from any Pledgor (or any such Other Person), or limit Pledgee's recourse against any Pledgor (or any such Other Person) for, any claims funds, damages or costs (including, without limitation, reasonable legal expenses) incurred by Pledgee as a result of any party hereto under this Agreement, the Notes willful act or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against omission of any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectlyPledgor in bad faith, any legal fraudulent act or beneficial interest in the Issueromission of any Pledgor, or any successors or assigns breach of any of the foregoing (following sections of this Pledge and Security Agreement: the “Exculpated Parties”) for first sentence of Section 4.2, Section 4.3(a), Section 4.4, Section 4.5 and Section 4.7(ii). Nothing in this Section 7.8 shall be deemed to increase the payment liability of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to such Other Person beyond that which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Other Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount partnership agreement of the indebtedness Pledgor or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyunder law.

Limited Recourse. Notwithstanding any other provision terms of this AgreementIndenture, the Notes Notes, any other Transaction Documents or the Indentureotherwise, the obligations of the Issuer hereunder under the Notes, this Indenture and thereunder each other Transaction Document to which it is a party are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests thereinTrust Estate, and following realization of the CollateralTrust Estate and application of the proceeds thereof in accordance with the terms of this Indenture, any claims none of any party hereto under this Agreementthe Noteholders, the Notes Indenture Trustee or any of the Indenture (other than parties to the Issuer) Transaction Documents shall be entitled to take any further steps to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which shall be extinguished and shall not thereafter revive. Subject to the foregoing and to the terms of the applicable Indenture Supplement, each Noteholder will, however, have the absolute and unconditional right to receive payment of all amounts due with respect to the Notes pursuant and respect to the terms of the Indenture, which right shall not be reinstatedimpaired without the consent of each Noteholder and to initiate suit for the enforcement of any such payment, which right shall not be impaired without the consent of such Noteholder. No recourse shall be had for the payment of any amount owing in respect of the Notes or this Indenture or for any action or inaction of the Issuer against any principalofficer, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent stockholder or affiliate incorporator of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any of their successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, under the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Partiesthis Indenture. It is understood that the foregoing provisions of this Section 5.13 8.10 shall not (i) prevent recourse to the Collateral Trust Estate for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, Trust Estate or (ii) save as specifically provided therein, constitute a waiver, release or discharge of any indebtedness or obligation of evidenced by the Issuer under the Notes, Notes or secured by this Indenture. It is further understood that the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation foregoing provisions of this Section 8.10 shall be extinguished, (iii) not limit the right of any Person Person, to name the Issuer as a party defendant in any action or suit proceeding or in the exercise of any other remedy under the Notes or this Agreement and the other Transaction DocumentsIndenture, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver such Person or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a party.entity. 141

Limited Recourse. Notwithstanding any other provision of [Each] Debtor shall be liable for all representations, warranties, covenants, and obligations set forth in this Pledge Agreement, the Notes or the Indenture, the obligations of the Issuer hereunder and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and but shall not thereafter be reinstatedotherwise be liable to repay any Principal Debt. No recourse shall be had against any principalmanager, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate partner of [any] Debtor (which is not a Loan Party) or any transferee (which is not a Loan Party) of any Collateral securing the Obligation to the extent such transfer is permitted by the terms of the Issuer Loan Documents or is otherwise made with the prior written consent of each requisite Lender shall be personally liable for any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns obligations of any of the foregoing (the “Exculpated Parties”Parent, except as set forth below. This Paragraph 10(k) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (ia) prevent or restrict recourse to the Collateral for securing the sums due Obligation or to become due under any security, instrument or agreement which is part of the Collateral, (ii) constitute a waiver, release release, or discharge of the Obligation, but the Obligation shall remain outstanding until paid or discharged; (b) limit any indebtedness or obligation of the Issuer under the NotesRights, claims for damages, or secured recourse of Administrative Agent, the Lenders, or the Issuing Lenders or their respective transferees or assigns as a result of (i) any knowing or willful breach by the Indenture, until the Collateral has been realized, whereupon any Person of any representation or warranty of such outstanding indebtedness Person made under or pursuant to this Pledge Agreement or any other Loan Document or (ii) any knowing or willful breach of any covenant or other obligation shall be extinguished, by any Person under this Pledge Agreement or any other Loan Document; or (iiic) limit the right Right of any Person to name [any] Debtor or any transferee of any interest in the Issuer Collateral securing the Obligation as a party defendant in any action or suit for a judicial sale or in the exercise of any other remedy under this Pledge Agreement and the or any other Transaction DocumentsLoan Document, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for for, taken, or (if obtained) enforced against any Person referred to in the Issuersecond sentence of this Paragraph 10(k). Notwithstanding the foregoing, (iv) impair the right of any party hereto (other than the Issuer) nothing herein shall be construed to obtain the appointment of a receiver or (v) constitute a waiver by Administrative Agent, the Lenders, or the Issuing Lenders of any right which Rights to damages, other monetary relief, injunctive relief, or any party hereto (other than remedy at Law or equity against [any] Debtor, Loan Party, or any Person referred to in the Issuersecond sentence of this Paragraph 10(k) may have under any applicable insolvency laws by reason of fraud, knowing or willful breach of representations and warranties, willful tortious acts or omissions, gross negligence, or criminal acts.] [Bracketed Language to file a claim be included in Pledge Agreements for the full amount Parents only.] EXECUTED as of the indebtedness or obligations secured day and year first herein set forth. ----------------------------------- , as Debtor By: Name: Title: Pledge Agreement ANNEX A TO PLEDGE AGREEMENT (To be Provided by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a party.[each] Debtor) JURISDICTIONS FOR FILING FINANCING STATEMENTS ANNEX B TO PLEDGE AGREEMENT (To be Provided by [each] Debtor)

Limited Recourse. Each of the Collateral Administrator and the Collateral Manager agrees that the payment of all amounts to which it is entitled pursuant to this Agreement from the Issuer shall be subordinated to the extent set forth in the Indenture. Notwithstanding any other provision of this Agreement, the Notes or the Indenture, all of the obligations of the Issuer hereunder under this Agreement at all times and thereunder from time to time are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse Issuer payable solely as Administrative Expenses from amounts credited at such time to the Issuer, its assets Expense Account pursuant to Section 10.3(c) of the Indenture and its property other than the Collateral, Issuer Sale and are payable solely from Contribution Agreement or according to the Collateral, subject to any prior security interests thereinPriority of Payments, and following the reduction thereof to zero and realization of all other Collateral available at such time and application of the Collateralproceeds thereof in accordance with the Indenture, all obligations of and any claims of any party hereto under this Agreement, against the Notes Issuer hereunder or the Indenture (other than the Issuer) arising in connection herewith shall be extinguished and shall not thereafter be reinstatedrevive. No Each of the Collateral Administrator and the Collateral Manager further agrees that, except as so contemplated by Section 10.3(c) of the Indenture and the Issuer Sale and Contribution Agreement or according to the Priority of Payments, it will not have any recourse shall be had against any principalother asset of the Issuer or against any Officer, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent shareholder or affiliate incorporator of the Issuer or any person owningits Affiliates, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in under this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 16 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, ; or (ii) constitute a waiver, release or discharge of any indebtedness or obligation of evidenced by the Issuer under the Notes, Notes or secured by the Indenture, Indenture until the such Collateral has been realized, whereupon any such outstanding indebtedness or obligation . It is further understood that this Section 16 shall be extinguished, (iii) not limit the right of any Person to name the Issuer as a party defendant in any action or suit Proceeding or in the exercise of any other remedy under this Agreement and the other Transaction DocumentsNotes or the Indenture, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount such Person. Each of the indebtedness or obligations secured by the Indenture or to require that Collateral Administrator and the Collateral shall continue Manager consents to secure all the assignment of this Agreement as provided in the Granting Clause of the indebtedness or obligations owing to Indenture. This Section 16 shall survive the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partytermination of this Agreement.

Limited Recourse. Notwithstanding any other provision of this Agreement, the Notes Indenture or the Indentureany other Related Document, the obligations of the Issuer hereunder and thereunder are limited-recourse obligations each Additional Grantor to make any payments under the Notes, this Agreement, the Indenture or any other Related Document shall be equal to the nominal amount of each payment or, if less, the actual amount received or recovered from time to time by or on behalf of the IssuerIssuer or each Additional Grantor, as applicable, which consists of funds which are entitled to be applied by the [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Such obligations Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. Issuer or each Additional Grantor, as applicable, in making such payment in accordance with this Agreement, the Indenture and the other Related Documents from the Collateral, including the proceeds of any contingent claims that are non-recourse to the Issuer, its assets and its property other than included in the Collateral, and are payable solely from no Secured Party will have further recourse to the CollateralIssuer or each Additional Grantor in respect of such obligations beyond its rights under this Agreement, subject to any prior security interests thereinthe Indenture or the Related Documents. On enforcement of this Agreement, and following after realization of the Collateral, any claims including liquidation of any party hereto under contingent claims that are included in the Collateral, and distribution of all proceeds the Collateral, including the proceeds of any such contingent claims, in accordance with this AgreementAgreement and the Indenture, none of the Notes Secured Parties may take any further steps against the Issuer or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had each Additional Grantor or against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent director or affiliate officer of the Issuer or each Additional Grantor in respect of such obligations. This provision shall not prevent any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) payment becoming due for the payment purposes of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation an Event of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyDefault.

Limited Recourse. Notwithstanding anything to the contrary contained in this Agreement or in any other provision of this Agreement, the Notes or the Indenture, the obligations of the Issuer hereunder and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-recourse to the Issuerother Loan Documents, its assets and its property other than the Collateralexcept as provided otherwise in this Section 6.20, and are payable solely from the Collateral, subject to neither Borrower nor any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes direct or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiaryindirect member, shareholder, partner, memberprincipal, trusteeAffiliate, employee, officer, director, agent or affiliate representative of the Issuer or Borrower (each, a "Related Party") shall have any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing personal liability for (the “Exculpated Parties”i) for the payment of any amounts sum of money which is or may be payable hereunder or thereunder. No party hereto (under the Note or any other than Loan Document, including, but not limited to, the Issuer) shall enforce the liability and obligation repayment of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentenceLoan, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, (ii) constitute a waiver, release the performance or discharge of any indebtedness covenants, obligations or obligation undertakings of Borrower hereunder or under any Loan Document, and no monetary or deficiency judgment shall be sought or enforced against Borrower or any Related Party with respect thereto; provided, however, that a judgment may be sought against Borrower or any Related Party to enforce the rights of Lender in, to or against the Premises, including the Receipts and any other Collateral, and Lender shall have full recourse to and the right to proceed against the Premises, the Receipts and any other Collateral. Notwithstanding the foregoing, nothing contained herein shall impair the validity of the Issuer under Obligations or in any way affect or impair the NotesLien of the Mortgage, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of Lender to enforce any Person to name and all rights and remedies under and by virtue of the Issuer Note, this Agreement and/or any other Loan Document (limited, however, as expressly provided otherwise above), including, without limitation, naming Borrower as a party defendant in any action foreclosure action, or suit limit Lender from pursuing or seeking to enforce the rights of Lender against any third parties, including any guarantor, indemnitor or surety under any guaranty or indemnity delivered in connection with this Agreement, the Note or any other Loan Document or otherwise in connection with the Loan. Additionally, the provisions of this Section 6.20 shall not relieve Borrower from any personal liability for, and Borrower shall be fully and personally liable for, (i) the full recourse obligation to pay the Obligations upon the occurrence of any event set forth in the following clauses (M) and/or (N), and (ii) any liabilities, costs, losses (including, without limitation, any reduction in value of the Premises or any other Collateral, or the loss of any such Collateral or Lender's security interest therein), damages, expenses (including, without limitation, attorneys' fees and disbursements and court costs, if any), or claims suffered or incurred by Lender (or any Indemnified Party) by reason of or in connection with the exercise occurrence of any other remedy under this Agreement and the other Transaction Documents, so long as no judgment event set forth in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a party.following clauses (A) through (N):

Limited Recourse. Notwithstanding any other provision of anything to the contrary ---------------- contained in this Agreement, the Notes or obligations of each of the IndentureDepositor, the Transferor and Issuer under this Agreement are solely the limited liability company obligations of the Depositor, Transferor or the trust obligations of Issuer, as applicable, and shall be payable by the Depositor, Transferor or Issuer, as applicable, solely as provided in this Section 11.18 Each of the Depositor, Transferor and the Issuer shall only be required to pay (a) any fees, expenses, indemnities or other liabilities that it may incur under this Agreement to the extent it has funds available therefor on the date of such determination and (b) any expenses, indemnities or other liabilities that it may incur under this Agreement only to the extent it receives funds designated for such purposes or to the extent it has funds available therefor. In addition, no amount owing by any of the Depositor, the Transferor or Issuer hereunder and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture (other than principal and interest in respect of the IssuerNotes) in excess of the liabilities that it is required to pay in accordance with the preceding sentence shall be extinguished and shall not thereafter be reinstatedconstitute a "claim" (as defined in Section101(5) of the Bankruptcy Code) against it. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable amount owing hereunder or thereunderfor the payment of any fee hereunder or any other obligation of, or claim against, the Depositor, Transferor or the Issuer arising out of or based upon this Agreement, against any member, employee, officer, agent, director or authorized person of the Depositor, Transferor or affiliate thereof or any stockholder, employee, officer, director, incorporator or Affiliate thereof; provided, however, that the foregoing shall not relieve any such person or -------- ------- entity of any liability they might otherwise have as a result of fraudulent actions or omissions taken by them. No party hereto (other than the Issuer) shall enforce the liability and The obligation of the Issuer to perform and observe the obligations contained in parties under this Section 11.18 shall survive termination of this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a party.

Limited Recourse. Notwithstanding anything that may be expressed or implied in this letter agreement, the Merger Agreement, or any other provision document or instrument delivered contemporaneously herewith or therewith, and notwithstanding the fact that the Investor may be a partnership or limited liability company, Parent, by its acceptance of the benefits of this Agreementletter agreement, the Notes or the Indenturecovenants, the obligations of the Issuer hereunder agrees and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property acknowledges that: (a) no Person other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization Investor or a permitted assignee of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders Investor in accordance with the Notes terms of Sections 1 and 8 hereof shall have any obligation (whether of an equitable, contractual, tort, statutory or other nature) hereunder; (b) it shall have no rights of recovery against, and no recourse hereunder or under any documents or instruments delivered in connection herewith shall be had against, any Affiliate of Investor who is not also a party to the Transaction Documents to which the Issuer Merger Agreement (other than any Affiliate who is a partypermitted assignee of the Investor in accordance with the terms of Sections 1 and 8 hereof) (a “Non-Recourse Party”), whether by or through attempted piercing of the corporate, partnership or limited liability company veil, by or through a claim by or on behalf of Parent or Merger Sub against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law or otherwise; and (c) no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any Non-Recourse Party as such for any obligations of the Investor under this letter agreement or any documents or instruments delivered in connection herewith or in respect of any oral representations made or alleged to have been made in connection herewith or therewith or for any claim (whether at law or equity or in tort, contract or otherwise) based on, in respect of, or by reason of such obligations or their creation, except to the extent of actual fraud in the making of the representations set forth herein or in the Merger Agreement (“Fraud”). Except in the case of Fraud, Parent hereby covenants and agrees that it shall not institute, and shall cause its Affiliates and Representatives not to institute, any proceeding or bring any other claim arising under, or in connection with, this letter agreement, the Merger Agreement, or the transactions contemplated hereby or thereby, against the Investor or any Non-Recourse Party, except for claims solely against the Investor under this letter agreement.

Limited Recourse. Notwithstanding anything to the contrary ---------------- contained herein or in the Pledge Agreement, except as otherwise provided in this Section 2, neither Guarantor nor any of its shareholders, officers, directors, partners, employees, agents or other representatives ("Other Persons") shall have any personal liability for the Obligations or the Guaranteed Expenses under this Guaranty, or for the obligation to observe, perform or discharge any of the terms, covenants or conditions contained herein or in the Pledge Agreement, and, except as otherwise provided in this Section 2, (a) no attachment, execution, writ or other process shall be sought and no judicial proceeding shall be initiated by or on behalf of Lender against Guarantor or any Other Person as a result of a breach or default under this Guaranty or the Pledge Agreement, except to the extent that such attachment, execution, writ or judicial proceeding shall be necessary to enforce any of the rights, remedies or recourses of Lender against or with reference to the Collateral (as defined in the Pledge Agreement), and (b) in the event that any suit is brought hereunder or under the Pledge Agreement, any judgment obtained in or as a result of such suit shall be enforceable and/or enforced solely against the Collateral; provided, however, that nothing herein contained shall -------- ------- be construed to: (i) be a release or impairment of Guarantor's obligations hereunder or under the Pledge Agreement, (ii) prevent Lender from exercising and enforcing, consistent with the provisions of this Section 2, any other provision of this Agreement, remedy allowed at law or in equity or by statute or by the Notes terms hereof or the IndenturePledge Agreement or (iii) prevent Lender from recovering from Guarantor (or any such Other Person), the obligations of the Issuer hereunder and thereunder are limited-or limit Lender's recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to against Guarantor (or any prior security interests therein, and following realization of the Collateralsuch Other Person) for, any claims funds, damages or costs (including, without limitation, reasonable legal expenses) incurred by Lender as a result of any party hereto under this Agreementwillful act or omission in bad faith, the Notes any fraudulent act or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer omission or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns breach of any of the foregoing (following sections of the “Exculpated Parties”) for Pledge Agreement: Section 2.4, the payment first sentence of Section 4.2, Section 4.3(a), Section 4.4, Section 4.5 and Section 4.7(ii). Nothing in this Paragraph 2 shall be deemed to increase the liability of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to such Other Person beyond that which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Other Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount partnership agreement of the indebtedness Guarantor or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyunder law.

Limited Recourse. Notwithstanding any other contrary provision of this Agreementany Loan Document, the Notes or the Indenture, the obligations of the Issuer hereunder and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No no recourse shall be had for the payment of the principal of or interest or premium, if any, on the Obligation or for any claim based thereon against (i) any principalmember of the Rigas Family (whether in their individual capacity or as a general partner of any other Person), (ii) any Parent, (iii) any Minority Pledgor, (iv) any partner, shareholder, member, manager, director, officer, employee, beneficiarylegal representative, shareholderheir, partnerestate, member, trustee, agent permitted successor or affiliate assign of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest Person described in the Issuerclauses (i) through (iii) above, or (v) any successors or assigns of any of Person which the foregoing (the “Exculpated Parties”) for Collateral securing the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) Obligation shall enforce have been transferred with the liability and obligation prior written consent of the Issuer to perform and observe the obligations contained in this Agreementeach requisite Lender, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject except to the following sentence, extent such consent is not required pursuant to this Guaranty or the Exculpated Partiesany other Loan Document. It is understood that the foregoing provisions Obligation may not be enforced against any of the Persons described in clauses (i) through (v) above; provided, however, that this Section 5.13 shall not (iA) prevent or restrict recourse to the Collateral for securing the sums due or to become due under any security, instrument or agreement which is part payment of the Collateral, (ii) Obligation or constitute a waiver, release or discharge of any indebtedness Debt or Obligation, but such Debt shall remain outstanding until paid or discharged; (B) limit any rights, claims for damages or recourse of any Secured Party or their respective transferees or assigns as a result of (x) any knowing or willful breach by such Person of any representation or warranty of such Person made under or pursuant to any Loan Document or (y) any knowing or willful breach of covenant or other obligation of the Issuer by such Person under the Notes, any Loan Document; or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iiiC) limit the right of any Person to name the Issuer any Loan Party or any other Person described in any of clauses (i) through (v) above as a party defendant in any action or suit for a judicial sale or in the exercise of any other remedy under this Agreement and the other Transaction Documentsany Loan Document, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for for, taken or (if obtained) enforced against the Issuer, any Person referred to in any of clauses (ivi) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or through (v) above. Notwithstanding the foregoing, nothing herein shall be construed to constitute a waiver by any Secured Party of any right which rights to damages, other monetary relief, injunctive relief or any party hereto other remedy at law or equity against any Loan Party, Parent, Minority Pledgor, Manager or any other Person described in clauses (other than i) through (v) above by reason of fraud, knowing or willful breach of representations and warranties, willful tortious acts or omissions, gross negligence or criminal acts. This Section is not intended to and shall not impair or limit any Secured Party's ability to realize on the Issuer) may have under any applicable insolvency laws to file a claim for Collateral securing the full amount payment of the indebtedness Obligation or obligations secured by the Indenture or to require that the Collateral shall continue to secure all on any other assets of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyany Loan Party.

Limited Recourse. Notwithstanding any other provision of this Agreement, anything to the Notes or the Indenturecontrary contained herein, the obligations of the Issuer hereunder and thereunder Initial Purchaser under this Agreement are limited-recourse solely the corporate obligations of the Issuer. Such Initial Purchaser and, in the case of obligations of the Initial Purchaser other than Commercial Paper, shall be 77 payable at such time as funds are non-recourse received by or are available to the IssuerInitial Purchaser in excess of funds necessary to pay in full all outstanding Commercial Paper and, its assets and its property other than to the Collateralextent funds are not available to pay such obligations, and are payable solely from the Collateral, subject claims relating thereto shall not constitute a claim against the Initial Purchaser but shall continue to any prior security interests therein, and following realization of accrue. Each party hereto agrees that the Collateral, any claims payment of any claim (as defined in Xxxxxxx 000 xx Xxxxx 00, Xxxxxx Xxxxxx Code (Bankruptcy)) of any such party hereto under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstatedsubordinated to the payment in full of all Commercial Paper. No recourse under any obligation, covenant or agreement of the Initial Purchaser contained in this Agreement shall be had against any principalincorporator, stockholder, officer, director, employee or agent of the Initial Purchaser, the Initial Purchaser's administrative agent, the Funding Agent, Global Securitization Services, LLC or any of their Affiliates (solely by virtue of such capacity) by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely a corporate obligation of the Initial Purchaser individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, employee, beneficiary, shareholder, partnerdirector, member, trustee, employee or agent or affiliate of the Issuer Initial Purchaser, the Initial Purchaser's administrative agent, the Funding Agent, Global Securitization Services, LLC or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, of their Affiliates (solely by virtue of such capacity) or any successors of them under or assigns by reason of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder obligations, covenants or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation agreements of the Issuer to perform and observe the obligations Initial Purchaser contained in this Agreement, the Notes or implied therefrom, and the other Transaction Documents to which the Issuer is a party by that any action or proceeding wherein a money judgment establishing any and all personal liability shall be sought against for breaches by the IssuerInitial Purchaser of any of such obligations, subject to the following sentencecovenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the Exculpated Parties. It is understood execution of this Agreement; PROVIDED that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by them. The provisions of this Section 5.13 11.16 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part survive termination of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyAgreement.

Limited Recourse. Notwithstanding any other provision terms of this AgreementIndenture Supplement, the Notes Series 2013-T3 Notes, any other Transaction Documents or the Indentureotherwise, the obligations of the Issuer hereunder under the Series 2013-T3 Notes, this Indenture Supplement and thereunder each other Transaction Document to which it is a party are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests thereinTrust Estate, and following realization of the CollateralTrust Estate and application of the proceeds thereof in accordance with the terms of this Indenture Supplement, any claims none of any party hereto under this Agreementthe Holders of Series 2013-T3 Notes, the Notes Indenture Trustee or any of the Indenture (other than parties to the Issuer) Transaction Documents shall be entitled to take any further steps to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which shall be extinguished and shall not thereafter be reinstatedrevive. No recourse shall be had for the payment of any amount owing in respect of the Series 2013-T3 Notes or this Indenture Supplement or for any action or inaction of the Issuer against any principalofficer, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent stockholder or affiliate incorporator of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any of their successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder under the Series 2013-T3 Notes or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated PartiesIndenture Supplement. It is understood that the foregoing provisions of this Section 5.13 15 shall not (ia) prevent recourse to the Collateral Trust Estate for the sums due or to become due under any security, instrument or agreement which is part of the CollateralTrust Estate or (b) save as specifically provided therein, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of evidenced by the Issuer under the Notes, Series 2013-T3 Notes or secured by this Indenture Supplement. It is further understood that the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation foregoing provisions of this Section 15 shall be extinguished, (iii) not limit the right of any Person to name the Issuer as a party defendant in any action or suit proceeding or in the exercise of any other remedy under the Series 2013-T3 Notes or this Agreement and the other Transaction DocumentsIndenture Supplement, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver such Person or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyentity.

Limited Recourse. Notwithstanding any other provision terms of this AgreementIndenture Supplement, the Notes Series 2013-VF1 Notes, any other Transaction Documents or the Indentureotherwise, the obligations of the Issuer hereunder under the Series 2013-VF1 Notes, this Indenture Supplement and thereunder each other Transaction Document to which it is a party are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests thereinTrust Estate, and following realization of the CollateralTrust Estate and application of the proceeds thereof in accordance with the terms of this Indenture Supplement, any claims none of any party hereto under this Agreementthe Noteholders of Series 2013-VF1 Notes, the Notes Indenture Trustee or any of the Indenture (other than parties to the Issuer) Transaction Documents shall be entitled to take any further steps to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which shall be extinguished and shall not thereafter be reinstatedrevive. No recourse shall be had for the payment of any amount owing in respect of the Series 2013-VF1 Notes or this Indenture Supplement or for any action or inaction of the Issuer against any principalofficer, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent stockholder or affiliate incorporator of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any of their successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder under the Series 2013-VF1 Notes or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated PartiesIndenture Supplement. It is understood that the foregoing provisions of this Section 5.13 15 shall not (ia) prevent recourse to the Collateral Trust Estate for the sums due or to become due under any security, instrument or agreement which is part of the CollateralTrust Estate or (b) save as specifically provided therein, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of evidenced by the Issuer under the Notes, Series 2013-VF1 Notes or secured by this Indenture Supplement. It is further understood that the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation foregoing provisions of this Section 15 shall be extinguished, (iii) not limit the right of any Person to name the Issuer as a party defendant in any action or suit proceeding or in the exercise of any other remedy under the Series 2013-VF1 Notes or this Agreement and the other Transaction DocumentsIndenture Supplement, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver such Person or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyentity.

Limited Recourse. Each of the Collateral Administrator and the Collateral Manager agrees that the payment of all amounts to which it is entitled pursuant to this Agreement shall be subordinated to the extent set forth in the Indenture. Notwithstanding any other provision of this Agreement, the Notes or the Indenture, all of the obligations of the Issuer hereunder and thereunder under this Agreement are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse Issuer payable solely as Administrative Expenses from amounts credited to the IssuerExpense Account pursuant to Section 10.3(c) of the Indenture and the Equity Contribution Agreement or, its assets and its property other than in the Collateralcase of a Contribution Event, and are payable solely from according to the Collateral, subject to any prior security interests thereinPriority of Payments, and following the reduction thereof to zero and realization of all other Collateral and application of the Collateralproceeds thereof in accordance with the Indenture, all obligations of and any claims of any party hereto under this Agreement, against the Notes Issuer hereunder or the Indenture (other than the Issuer) arising in connection herewith shall be extinguished and shall not thereafter be reinstatedrevive. No Each of the Collateral Administrator and the Collateral Manager further agrees that, except as so contemplated by Section 10.3(c) of the Indenture and the Equity Contribution Agreement or, in the case of a Contribution Event, according to the Priority of Payments, it will not have any recourse shall be had against any principalother asset of the Issuer or against any Officer, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent shareholder or affiliate incorporator of the Issuer or any person owningits Affiliates, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in under this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 16 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, ; or (ii) constitute a waiver, release or discharge of any indebtedness or obligation of evidenced by the Issuer under the Notes, Notes or secured by the Indenture, Indenture until the such Collateral has been realized, whereupon any such outstanding indebtedness or obligation . It is further understood that this Section 16 shall be extinguished, (iii) not limit the right of any Person to name the Issuer as a party defendant in any action or suit Proceeding or in the exercise of any other remedy under this Agreement and the other Transaction DocumentsNotes or the Indenture, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount such Person. Each of the indebtedness or obligations secured by the Indenture or to require that Collateral Administrator and the Collateral shall continue Manager consents to secure all the assignment of this Agreement as provided in the Granting Clause of the indebtedness or obligations owing to Indenture. This Section 16 shall survive the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partytermination of this Agreement.

Limited Recourse. Notwithstanding Except as otherwise set forth in this paragraph, the liability of Maker and the general partners of Maker, if any, under this Note, the Mortgage and the Related Agreements shall be limited to and satisfied from the Property and the proceeds thereof, the rents and all other income arising therefrom, the other assets of Maker arising out of the Property which are given as collateral for the Loan, and any other provision collateral given in writing to Holder as security for repayment of this Agreement, the Notes or the Indenture, the obligations of the Issuer hereunder and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture Note (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any all of the foregoing (are collectively referred to as the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations "Loan Collateral"); provided, however, that nothing contained in this Agreement, paragraph shall (a) preclude Holder from foreclosing the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part lien of the CollateralMortgage or from enforcing any of its rights or remedies in law or in equity against Maker except as stated in this paragraph, (iib) constitute a waiver, release or discharge waiver of any indebtedness or obligation of the Issuer under the Notes, evidenced by this Note or secured by the Indenture, until the Collateral has been realized, whereupon Mortgage or any such outstanding indebtedness or obligation shall be extinguishedRelated Agreements, (iiic) limit the right of any Person Holder to name the Issuer Maker as a party defendant in any action brought under this Note, the Mortgage or suit any Related Agreements, (d) prohibit Holder from pursuing all of its rights and remedies against any guarantor or surety, whether or not such guarantor or surety is a partner of Maker, (e) limit the personal liability of Maker or any shareholder of Maker, or any general partner of Maker to Holder for misappropriation or misapplication of funds, fraud, waste, willful misrepresentation, willful damage to the Property, and failure to pay real estate taxes and/or assessments, or (f) preclude Holder from recovering from Maker and the Indemnitors under that certain Environmental Indemnity Agreement of even date herewith. Notwithstanding the foregoing, Maker shall be personally liable to Holder for the payment of principal due under this Note and the liabilities and obligations under the Mortgage and any Related Agreements in a maximum amount equal to (i) the payment of the equivalent tenant rental obligation allocable to the tenant space Ag-Chem Equipment Co., Inc., (or its successors or assigns) leases in the exercise Property based on 46,214 square feet at an annual rental rate of any other remedy under this Agreement $11 per square foot ($42,362.83 per month) and (ii) the other Transaction Documentsprorata operating expenses of the Property allocable to such tenant space, so long as no judgment in for the nature unexpired portion of a deficiency judgment or seeking personal liability lease term commencing no later than September 1, 2000 and expiring no earlier than October 1, 2012 and Holder shall be asked for or (if obtained) enforced have full recourse thereon against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyMaker.

Limited Recourse. Notwithstanding anything to the contrary contained herein or in the Guaranty, except as otherwise provided in this Section 7.8, neither Pledgor nor any of its shareholders, officers, directors, partners, employees, agents or other provision of representatives ("Other Persons") shall have any personal liability for the Secured Obligations under this Pledge and Security Agreement, or for the Notes obligation to observe, perform or discharge any of the terms, covenants or conditions contained herein or in the Guaranty, and, except as otherwise provided in this Section 7.8, (a) no attachment, execution, writ or other process shall be sought and no judicial proceeding shall be initiated by or on behalf of Pledgee against Pledgor or any Other Person as a result of a breach or default under this Pledge and Security Agreement or the IndentureGuaranty, except to the obligations extent that such attachment, execution, writ or judicial proceeding shall be necessary to enforce any of the Issuer hereunder and thereunder are limited-recourse obligations rights, remedies or recourses of the Issuer. Such obligations are non-recourse Pledgee against or with reference to the Issuer, its assets and its property other than the Collateral, and are payable (b) in the event that any suit is brought hereunder or under the Guaranty, any judgment obtained in or as a result of such suit shall be enforceable and/or enforced solely from against the Collateral; provided, subject to however, that nothing herein contained shall be construed to: (i) be a release or impairment of Pledgor's obligations hereunder or under the Guaranty or any prior security interests therein, and following realization of the CollateralLoan Documents, (ii) prevent Pledgee from exercising and enforcing, consistent with the provisions of this Section 7.8, any claims other remedy allowed at law or in equity or by statute or by the terms hereof or of the Guaranty or of any party hereto under this Agreementother Loan Document, the Notes or the Indenture (other than the Issueriii) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer prevent Pledgee from recovering from Pledgor (or any person owningsuch Other Person), directly or indirectlylimit Pledgee's recourse against Pledgor (or any such Other Person) for, any funds, damages or costs (including, without limitation, reasonable legal expenses) incurred by Pledgee as a result of any willful act or beneficial interest omission in the Issuerbad faith, any fraudulent act or omission, or any successors or assigns breach of any of the foregoing (the “Exculpated Parties”) for the payment following sections of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability this Pledge and obligation of the Issuer to perform and observe the obligations contained in this Security Agreement: Section 2.4, the Notes first sentence of Section 4.2, Section 4.3(a), Section 4.4, Section 4.5 and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a party4.7(ii).

Limited Recourse. (a) Notwithstanding anything to the contrary in this Indenture, the other Transaction Documents or the Related Documents, but subject to the last sentence of this Section 114(a), the Issuer's obligations to pay the principal of and interest on the Notes and any and all other amounts payable hereunder, thereunder and under the other Transaction Documents by the Issuer (but exclusive of all amounts payable pursuant to Section 1301 hereof), shall be limited recourse obligations of the Issuer payable and collectible only out of the Trust Estate and the proceeds thereof (including the Rents) in accordance with the terms and conditions of this Indenture and the Transaction Documents. The Issuer shall not have any obligation to pay any such amount except to make payments out of the Trust Estate and the proceeds thereof (including the Rents) and no other property or asset of the Issuer, or of any of the Issuer's partners, shall be subject to any lien, levy, execution, or other enforcement procedure for satisfaction of any right or remedy of the Indenture Trustee or any Holder of any Note or any other provision Person in connection with the Notes. Any judgment or decree obtained in connection with the Notes shall be enforceable against the Issuer or any of the Issuer's successors or assigns only to the extent of the Issuer's interest in the Trust Estate and the proceeds thereof (including the Rents) which may then be subjected to any lien created and given to secure the Notes; and no such judgment or decree shall be enforceable by execution against or become or remain a lien on any property or asset of the Issuer or of any of the Issuer's successors or assigns not part of the Trust Estate and the proceeds thereof (including the Rents) then subject to any lien created and given to secure the Notes. Any right of setoff or counterclaim which the Indenture Trustee or any Holder of any Note or any other Person might otherwise have by law shall be limited to the Trust Estate and the proceeds thereof (including the Rents). The foregoing provisions of this AgreementSection shall not be construed to limit the rights of the Indenture Trustee, any Holder of any Note and the other Indemnitees under and pursuant to the Environmental Indemnity and under Section 616 with respect to amounts remaining unclaimed after two years. Notwithstanding the foregoing provisions of this Section, the Indenture Trustee and the Holders of the Notes shall have recourse to the Issuer and to the partners in the Issuer (but not to any limited partner, officer or employee of the Operating Partnership or any shareholder, director, officer or employee of GP Corp or the IndentureREIT) (i) to the extent provided in the Environmental Indemnity, (ii) for all obligations of the Issuer to pay costs, expenses and indemnities under and pursuant to Section 1301 hereof (regardless of the identity of the payee), (iii) for any loss, cost, damage or expense caused by, arising out of or relating to any fraudulent misrepresentation contained in any Transaction Document or any certificate or instrument delivered to the Indenture Trustee or any Holder of any Note in connection therewith, (iv) for any loss, cost, damage or expense caused by, arising out of or relating to any appropriation of funds in contravention of any Transaction Document by the Issuer or any of its partners, which funds relate in any way to the Notes, the Trust Estate or the obligations of the Issuer hereunder and thereunder are limited-recourse obligations or the rights of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to Indenture Trustee or any prior security interests therein, and following realization of the Collateral, any claims Holder of any party hereto under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer Note under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a party.

Limited Recourse. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer under this Agreement or any certificate or other writing delivered in connection herewith or therewith, against (a) any owner of a beneficial interest in the Issuer or (b) any holder of a beneficial interest in the Issuer in its individual capacity, except as any such Person may have expressly agreed. Notwithstanding any other provision terms of this Agreement, the Notes Notes, any other Transaction Documents or the Indentureotherwise, the obligations of the Issuer hereunder under the Notes, the Indenture, this Agreement and thereunder each other Transaction Document to which it is a party are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests thereinTrust Estate, and following realization of the CollateralTrust Estate and application of the proceeds thereof in accordance with the terms of the Indenture, any claims none of any party hereto under this Agreementthe Noteholders, the Notes Indenture Trustee or any of the Indenture (other than parties to the Issuer) Transaction Documents shall be entitled to take any further steps to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which shall be extinguished and shall not thereafter be reinstatedrevive. No recourse shall be had for the payment of any amount owing in respect of the Notes, the Indenture or this Agreement or for any action or inaction of the Issuer against any principalofficer, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent stockholder or affiliate incorporator of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any of their successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder under the Notes or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 11 shall not (i) prevent recourse to the Collateral Trust Estate for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, Trust Estate or (ii) save as specifically provided therein, constitute a waiver, release or discharge of any indebtedness or obligation of evidenced by the Issuer under the Notes, Notes or secured by the Indenture. It is further understood that the foregoing provisions of this Section 11 shall not, until the Collateral has been realizedsubject to Section 12(m), whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person Person, to name the Issuer as a party defendant in any action or suit proceeding or in the exercise of any other remedy under the Notes or this Agreement and the other Transaction DocumentsAgreement, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver such Person or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyentity.

Limited Recourse. Notwithstanding anything to the contrary contained herein or in the Pledge Agreement, except as otherwise provided in this Section 2, neither any Guarantor nor any of its shareholders, officers, directors, partners, employees, agents or other representatives ("Other Persons") shall have any personal liability for the Obligations or the Guaranteed Expenses under this Guaranty, or for the obligation to observe, perform or discharge any of the terms, covenants or conditions contained herein or in the Pledge Agreement, and, except as otherwise provided in this Section 2, (a) no attachment, execution, writ or other process shall be sought and no judicial proceeding shall be initiated by or on behalf of Lender against any Guarantor or any Other Person as a result of a breach or default under this Guaranty or the Pledge Agreement, except to the extent that such attachment, execution, writ or judicial proceeding shall be necessary to enforce any of the rights, remedies or recourses of Lender against or with reference to the Collateral (as defined in the Pledge Agreement), and (b) in the event that any suit is brought hereunder or under the Pledge Agreement, any judgment obtained in or as a result of such suit shall be enforceable and/or enforced solely against the Collateral; PROVIDED, HOWEVER, that nothing herein contained shall be construed to: (i) be a release or impairment of any Guarantor's obligations hereunder or under the Pledge Agreement, (ii) prevent Lender from exercising and enforcing, consistent with the provisions of this Section 2, any other provision of this Agreement, remedy allowed at law or in equity or by statute or by the Notes terms hereof or the IndenturePledge Agreement or (iii) prevent Lender from recovering from any Guarantor (or any such Other Person), the obligations of the Issuer hereunder and thereunder are limited-or limit Lender's recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to against any prior security interests therein, and following realization of the CollateralGuarantor (or any such Other Person) for, any claims funds, damages or costs (including, without limitation, reasonable legal expenses) incurred by Lender as a result of any party hereto under this Agreementwillful act or omission in bad faith, the Notes any fraudulent act or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer omission or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns breach of any of the foregoing (following sections of the “Exculpated Parties”) for Pledge Agreement: the payment first sentence of Section 4.2, Section 4.3(a), Section 4.4, Section 4.5 and Section 4.7(ii). Nothing in this Paragraph 2 shall be deemed to increase the liability of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to such Other Person beyond that which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Other Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount partnership agreement of the indebtedness Guarantor or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyunder law.

Limited Recourse. Notwithstanding any other provision of this Agreement, the Notes Indenture or the Indentureany other Related Document, the obligations of the Issuer hereunder and thereunder are limited-recourse obligations each Additional Grantor to make any payments under the Notes, this Agreement, the Indenture or any [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission other Related Document shall be equal to the nominal amount of each payment or, if less, the actual amount received or recovered from time to time by or on behalf of the Issuer. Such obligations Issuer or each Additional Grantor, as applicable, which consists of funds which are non-recourse entitled to be applied by the IssuerIssuer or each Additional Grantor, its assets as applicable, in making such payment in accordance with this Agreement, the Indenture and its property the other than Related Documents from the Collateral, including the proceeds of any contingent claims that are included in the Collateral, and are payable solely from no Secured Party will have further recourse to the CollateralIssuer or each Additional Grantor in respect of such obligations beyond its rights under this Agreement, subject to any prior security interests thereinthe Indenture or the Related Documents. On enforcement of this Agreement, and following after realization of the Collateral, any claims including liquidation of any party hereto under contingent claims that are included in the Collateral, and distribution of all proceeds the Collateral, including the proceeds of any such contingent claims, in accordance with this AgreementAgreement and the Indenture, none of the Notes Secured Parties may take any further steps against the Issuer or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had each Additional Grantor or against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent director or affiliate officer of the Issuer or each Additional Grantor in respect of such obligations. This provision shall not prevent any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) payment becoming due for the payment purposes of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation an Event of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyDefault.

Limited Recourse. Notwithstanding The Borrower hereby agrees that it shall have recourse in respect of any claim against the Lender only to sums in respect of principal, interest or other amounts (if any), as the case may be, received (after deduction or withholding of such taxes or duties as may be required to be made by the Lender by law in respect of such sum or in respect of the Notes and for which the Lender has not received a corresponding payment (also after deduction or withholding of such taxes or duties as may be required to be made by the Lender in respect thereof) pursuant to this Agreement) by or for the account of the Lender pursuant to this Agreement (the “Lender Assets”), subject always (i) to the Security Interests (as defined in the Trust Deed) and (ii) to the fact that any claims of the Joint Lead Managers under the Subscription Agreement shall rank in priority to any claims of the Borrower hereunder, and that any such claim by any and all such Joint Lead Managers or the Borrower shall be reduced pro rata so that the total of all such claims does not exceed the aggregate value of the Lender Assets after meeting claims secured on them. The Trustee having realised the same, neither the Borrower nor any person acting on its behalf shall be entitled to take any further steps against the Lender to recover any further sums and no debt shall be owed by the Lender to such person in respect of any such further sum. In particular, neither the Borrower nor any person acting on its behalf) shall be entitled at any time to institute against the Lender, or join with any other provision person as instituting or joining, insolvency proceedings (or any proceedings mentioned in the paragraph above) against the Lender. The Borrower shall have no recourse against any director, shareholder, or officer of the Lender in respect of any obligations, covenants or agreement entered into or made by the Lender in respect of this Agreement, except to the Notes extent that any such person acts in bad faith or is negligent in the Indenture, context of its obligations. The provisions of this Clause 23 shall survive the obligations termination of this Agreement. Schedule‌ Form of Officer’s Certificate under Clause 10.3.2 of the Issuer hereunder and thereunder are limited-Loan Agreement [ON THE HEADED PAPER OF THE BORROWER] RZD Capital P.L.C. 0xx Xxxxx, Xxxxxxxxxx Xxxxx Xxxxxx Xxxxxx Xxxxxx 0 Xxxxxxx CC: BNY Mellon Corporate Trustee Services Limited [Date] Dear Sirs RUB25,000,000,000 6.598 per cent. Loan Participation Notes due 2028 issued by, but with limited recourse obligations to, RZD Capital P.L.C. for the sole purpose of funding a loan to Joint Stock Company “Russian Railways” This certificate is delivered to you in accordance with Clause 10.3.2 of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing Loan Agreement dated 8 December 2020 (the “Exculpated PartiesLoan Agreement”) for and made between RZD Capital P.L.C. (the payment of any amounts payable hereunder or thereunder“Lender”), and Joint Stock Company “Russian Railways” (the “Borrower”). No party hereto (other than the Issuer) shall enforce the liability All words and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or expressions defined in the exercise of any other remedy under this Loan Agreement and shall (save as otherwise provided herein or unless the other Transaction Documents, so long as no judgment in context otherwise requires) have the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partysame meanings herein.

Limited Recourse. Notwithstanding any other provision terms of this AgreementIndenture Supplement, the Notes Series 2023-FTL1 Loan, the Series 2023-FTL1 Promissory Term Notes, any other Transaction Documents or the Indentureotherwise, the obligations of the Issuer hereunder under the Series 2023-FTL1 Promissory Term Notes, this Indenture Supplement and thereunder each other Transaction Document to which it is a party are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests thereinTrust Estate, and following realization of the CollateralTrust Estate and application of the proceeds thereof in accordance with the terms of this Indenture Supplement, any claims none of any party hereto under this Agreementthe Lenders, the Notes Indenture Trustee or any of the Indenture (other than parties to the Issuer) Transaction Documents shall be entitled to take any further steps to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which shall be extinguished and shall not thereafter be reinstatedrevive. No recourse shall be had for the payment of any amount owing in respect of this Indenture Supplement or for any action or inaction of the Issuer against any principalofficer, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent stockholder or affiliate incorporator of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any of their successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder under the Series 2023-FTL1 Loan or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated PartiesIndenture Supplement. It is understood that the foregoing provisions of this Section 5.13 14 shall not (ia) prevent recourse to the Collateral Trust Estate for the sums due or to become due under any security, instrument or agreement which is part of the CollateralTrust Estate, including without limitation, the PC Guaranty and the PMT Guaranty or (iib) save as specifically provided therein, constitute a waiver, release or discharge of the Series 2023-FTL1 Loan or any indebtedness or obligation of evidenced by the Issuer under the Notes, Series 2023-FTL1 Promissory Term Notes or secured by this Indenture Supplement. It is further understood that the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation foregoing provisions of this Section 14 shall be extinguished, (iii) not limit the right of any Person to name the Issuer as a party defendant in any action or suit proceeding or in the exercise of any other remedy under this Agreement and the other Transaction DocumentsIndenture Supplement, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver such Person or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyentity.

Limited Recourse. Notwithstanding anything to the contrary contained herein or in the Pledge Agreement, except as otherwise provided in this Section 2, neither Guarantor nor any of its shareholders, officers, directors, partners, employees, agents or other representatives ("Other Persons") shall have any personal liability for the Obligations or the Guaranteed Expenses under this Guaranty, or for the obligation to observe, perform or discharge any of the terms, covenants or conditions contained herein or in the Pledge Agreement, and, except as otherwise provided in this Section 2, (a) no attachment, execution, writ or other process shall be sought and no judicial proceeding shall be initiated by or on behalf of Lender against Guarantor or any Other Person as a result of a breach or default under this Guaranty or the Pledge Agreement, except to the extent that such attachment, execution, writ or judicial proceeding shall be necessary to enforce any of the rights, remedies or recourses of Lender against or with reference to the Collateral (as defined in the Pledge Agreement), and (b) in the event that any suit is brought hereunder or under the Pledge Agreement, any judgment obtained in or as a result of such suit shall be enforceable and/or enforced solely against the Collateral; provided, however, that nothing herein contained shall be construed to: (i) be a release or impairment of Guarantor's obligations hereunder or under the Pledge Agreement, (ii) prevent Lender from exercising and enforcing, consistent with the provisions of this Section 2, any other provision of this Agreement, remedy allowed at law or in equity or by statute or by the Notes terms hereof or the IndenturePledge Agreement or (iii) prevent Lender from recovering from Guarantor (or any such Other Person), the obligations of the Issuer hereunder and thereunder are limited-or limit Lender's recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to against Guarantor (or any prior security interests therein, and following realization of the Collateralsuch Other Person) for, any claims funds, damages or costs (including, without limitation, reasonable legal expenses) incurred by Lender as a result of any party hereto under this Agreementwillful act or omission in bad faith, the Notes any fraudulent act or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer omission or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns breach of any of the foregoing (following sections of the “Exculpated Parties”) for Pledge Agreement: Section 2.4, the payment first sentence of Section 4.2, Section 4.3(a), Section 4.4, Section 4.5 and Section 4.7(ii). Nothing in this Paragraph 2 shall be deemed to increase the liability of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to such Other Person beyond that which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Other Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount partnership agreement of the indebtedness Guarantor or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyunder law.

Limited Recourse. Notwithstanding anything to the contrary contained herein or in the Guaranty, except as otherwise provided in this Section 7.8, neither Pledgor nor any of its shareholders, officers, directors, partners, employees, agents or other provision of representatives ("Other Persons") shall have any personal liability for the Secured Obligations under this Pledge and Security Agreement, or for the Notes obligation to observe, perform or discharge any of the terms, covenants or conditions contained herein or in the Guaranty, and, except as otherwise provided in this Section 7.8, (a) no attachment, execution, writ or other process shall be sought and no judicial proceeding shall be initiated by or on behalf of Pledgee against Pledgor or any Other Person as a result of a breach or default under this Pledge and Security Agreement or the IndentureGuaranty, except to the obligations extent that such attachment, execution, writ or judicial proceeding shall be necessary to enforce any of the Issuer hereunder and thereunder are limited-recourse obligations rights, remedies or recourses of the Issuer. Such obligations are non-recourse Pledgee against or with reference to the Issuer, its assets and its property other than the Collateral, and are payable (b) in the event that an suit is brought hereunder or under the Guaranty, any judgment obtained in or as a result of such suit shall be enforceable and/or enforced solely from against the Collateral; provided, subject to however, that nothing herein contained shall be construed to: (i) be a release or impairment of Pledgor's obligations hereunder or under the Guaranty, (ii) prevent Pledgee from exercising and enforcing, consistent with the provisions of this Section 7.8, any prior security interests therein, and following realization other remedy allowed at law or in equity or by statute or by the terms hereof or of the CollateralGuaranty or (iii) prevent Pledgee from recovering from Pledgor (or any such Other Person), or limit Pledgee's recourse against Pledgor (or any such Other Person) for, any claims funds, damages or costs (including, without limitation, reasonable legal expenses) incurred by Pledgee as a result of any party hereto under this Agreement, the Notes willful act or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectlyomission in bad faith, any legal fraudulent act or beneficial interest in the Issueromission, or any successors or assigns breach of any of the foregoing (following sections of this Pledge and Security Agreement: Section 2.4, the “Exculpated Parties”) for first sentence of Section 4.2, Section 4.3(a), Section 4.4, Section 4.5 and Section 4.7(ii). Nothing in this Section 7.8 shall be deemed to increase the payment liability of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to such Other Person beyond that which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Other Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount partnership agreement of the indebtedness Pledgor or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyunder law.

Limited Recourse. Notwithstanding any other provision of this Agreement, the Notes or the Indenture, the obligations of the Issuer hereunder and thereunder Borrower under this Agreement are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, Borrower (and not any of its assets and its property Affiliates or any other than the Collateral, and are party) payable solely from the CollateralCollateral in accordance with Section 8.3 and, subject to any prior security interests therein, and following realization of the Collateral, and application of the proceeds thereof in accordance with Section 8.3 all obligations of and any claims of any party hereto under this Agreement, against the Notes Borrower hereunder or the Indenture (other than the Issuer) in connection herewith after such realization shall be extinguished and shall not thereafter be reinstatedrevive. No recourse shall be had against any principalofficer, director, officer, employee, beneficiary, shareholder, member, manager, agent, partner, member, trustee, agent principal or affiliate incorporator of the Issuer Borrower or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any their respective successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in under this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 17.2(a)17.12 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, Collateral or (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured evidenced by the Indenture, this Agreement until the such Collateral has been realized, whereupon any such outstanding indebtedness or obligation . It is further understood that the foregoing provisions of this Section 17.2(a)17.12 shall be extinguished, (iii) not limit the right of any Person to name the Issuer Borrower as a party defendant in any action or suit proceeding or in the exercise of any other remedy under this Agreement and the other Transaction DocumentsAgreement, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the IssuerBorrower. No recourse under any obligation, covenant or agreement of a Lender contained in this Agreement shall be had against any incorporator, stockholder, officer, director, member, manager, employee or agent of any Lender or any of their respective Affiliates (ivsolely by virtue of such capacity) impair 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 this Agreement is solely a corporate obligation of each Lender, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or agent of any Lender or any of their respective Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of a Lender contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by a Lender of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. Notwithstanding anything to the contrary in this Agreement or in any of the Transaction Documents, the parties hereto acknowledge that the obligations of any Conduit Lender arising hereunder are limited recourse obligations payable solely from the unsecured assets of such Conduit Lender (the “Available Funds”) and, following the application of such Available Funds or the proceeds thereof, any claims of the parties hereto (and the obligations of such Conduit Lender) shall be extinguished. No recourse shall be had for the payment of any amount owing under this Agreement against any officer, member, director, employee, security holder or incorporator of any Conduit Lender or its successors or assigns, and no action may be brought against any officer, member, director, employee, security holder or incorporator of any Conduit Lender personally; provided that the foregoing shall not relieve any such Persons from any liability they might otherwise have as a result of fraudulent actions taken or omissions made by them. The parties hereto agree that they will not petition a court, or take any action or commence any proceedings, for the liquidation or the winding-up of, or the appointment of an examiner to, any Conduit Lender or any other bankruptcy or insolvency proceedings with respect to such Conduit Lender; provided that nothing in this sentence shall limit the right of any party hereto (to file any claim or otherwise take any action with respect to any proceeding of the type described in this sentence that was instituted against any Conduit Lender by any Person other than such party. The provisions of this paragraph shall survive the Issuertermination of this Agreement. Each Conduit Lender shall only be required to pay (a) any fees or liabilities that it may incur under this Agreement only to obtain the appointment extent such Conduit Lender has Excess Funds on the date of a receiver such determination and (b) any expenses, indemnities or (v) constitute a waiver of other liabilities that it may incur under this Agreement or any right which any party hereto (fees, expenses, indemnities or other than the Issuer) may have liabilities under any applicable insolvency laws other Transaction Document only to file a claim the extent such Conduit Lender receives funds designated for such purposes or to the extent it has Excess Funds not required, after giving effect to all amounts on deposit in its commercial paper account, to pay or provide for the full amount payment of all of its outstanding commercial paper notes and other amounts in accordance with its applicable transaction documents as of the indebtedness or obligations secured date of such determination. In addition, no amount owing by the Indenture or to require that the Collateral shall continue to secure all any Conduit Lender hereunder in excess of the indebtedness or obligations owing liabilities that such Conduit Lender is required to the Noteholders pay in accordance with the Notes and preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Transaction Documents to which the Issuer is a partyBankruptcy Code) against such Conduit Lender.

Limited Recourse. Notwithstanding any other provision of anything to the ---------------- contrary contained in this Agreement, the Notes or obligations of each of the IndentureDepositor, the Transferor and Issuer under this Agreement are solely the limited liability company obligations of the Issuer hereunder and thereunder are limited-recourse Transferor, corporate obligations of the Depositor or the trust obligations of Issuer. Such obligations are non-recourse , as applicable, and shall be payable by the Depositor, Transferor or Issuer, as applicable, solely as provided in this Section 11.18 Each of the Depositor, Transferor and the Issuer shall only be required to pay (a) any fees, expenses, indemnities or other liabilities that it may incur under this Agreement to the Issuerextent it has funds available therefor on the date of such determination and (b) any expenses, its assets and its property indemnities or other than liabilities that it may incur under this Agreement only to the Collateralextent it receives funds designated for such purposes or to the extent it has funds available therefor. In addition, and are payable solely from the Collateral, subject to no amount owing by any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this AgreementDepositor, the Notes Transferor or the Indenture Issuer hereunder (other than principal and interest in respect of the IssuerNotes) in excess of the liabilities that it is required to pay in accordance with the preceding sentence shall be extinguished and shall not thereafter be reinstatedconstitute a "claim" (as defined in Section101(5) of the Bankruptcy Code) against it. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable amount owing hereunder or thereunderfor the payment of any fee hereunder or any other obligation of, or claim against, the Depositor, Transferor or the Issuer arising out of or based upon this Agreement, against any member, employee, officer, agent, director or authorized person of the Depositor, Transferor or affiliate thereof or any stockholder, employee, officer, director, incorporator or Affiliate thereof; provided, however, that -------- ------- the foregoing shall not relieve any such person or entity of any liability they might otherwise have as a result of fraudulent actions or omissions taken by them. No party hereto (other than the Issuer) shall enforce the liability and The obligation of the Issuer to perform and observe the obligations contained in parties under this Section 11.18 shall survive termination of this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a party.

Limited Recourse. Notwithstanding any other provision of this anything to the contrary contained herein or in the Security Agreement, except as otherwise provided in this Section 2, neither Guarantor nor any of its shareholders, officers, directors, partners, employees, agents or other representatives ("Other Persons") shall have any personal liability for the Notes or the Indenture, the obligations of the Issuer hereunder and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto Obligations under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the IssuerGuaranty, or any successors for the obligation to observe, perform or assigns of discharge any of the foregoing (terms, covenants or conditions contained herein or in the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained Security Agreement, and, except as otherwise provided in this AgreementSection 2, the Notes and the (a) no attachment, execution, writ or other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability process shall be sought and no judicial proceeding shall be initiated by or on behalf of Lender against Guarantor or any Other Person as a result of a breach or default under this Guaranty or the Security Agreement, except to the extent that such attachment, execution, writ or judicial proceeding shall be necessary to enforce any of the rights, remedies or recourses of Lender against or with reference to the right to receive Distributions with respect to the Interests (as defined in the Security Agreement), and (b) in the event that any suit is brought hereunder or under the Security Agreement, any judgment obtained in or as a result of such suit shall be enforceable and/or enforced solely against the Issuer, subject right to receive Distributions with respect to the following sentenceInterests; provided, however, that nothing herein contained shall be construed to: (i) be a release or impairment of Guarantor's obligations hereunder, under the Exculpated Parties. It is understood that Security Agreement or under the foregoing Loan Documents, (ii) prevent Lender from exercising and enforcing, consistent with the provisions of this Section 5.13 shall not (i) prevent recourse to 2, any other remedy allowed at law or in equity or by statute or by the Collateral for terms hereof, or by the sums due or to become due under any security, instrument or agreement which is part terms of the Collateral, (ii) constitute a waiver, release Security Agreement or discharge of any indebtedness or obligation of the Issuer under the Notes, Loan Documents; or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) prevent Lender from recovering from Guarantor, or limit the right Lender's recourse against Guarantor for, any funds, damages or costs (including, without limitation, reasonable legal expenses) incurred by Lender as a result of any Person to name the Issuer as a party defendant willful act or omission in bad faith or any action fraudulent act or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyomission.

Limited Recourse. Notwithstanding any other contrary provision of this AgreementAgreement or any other Loan Document, the Notes or the Indenture, the obligations of the Issuer hereunder and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No no recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of the principal of or interest on the Advances or any other amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreementcollectively, the Notes and the other Transaction Documents "Obligations"), or for any claim based thereon, against (i) any Partner or any of their respective legal representatives, heirs, estates, permitted successors or assigns ox (xx) xxx xxxxxxxxxxx, xxxxxxxship (or any general or limited partner thereof) or individual to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability collateral securing the payment of the Obligations shall be sought against have been transferred with the Issuerprior written consent of each Lender, subject except to the following sentence, extent such consent is not required pursuant to this Agreement or the Exculpated Partiesany other Loan Document. It is understood that none of the foregoing provisions Obligations may be enforced against any of the Persons described in clauses (i) or (ii) of the preceding sentence, provided that this Section 5.13 10.15 shall not (iA) prevent or restrict recourse to the Collateral for collateral securing the sums due or to become due under any security, instrument or agreement which is part payment of the Collateral, (ii) Obligations or constitute a waiver, release or discharge of the Obligations, but the Obligations shall remain outstanding until paid or discharged; (B) limit any indebtedness rights, claims for damages or obligation recourse of the Issuer Administrative Agent, the Lenders or the Issuing Banks or their respective transferees or assigns as a result of (x) any knowing or willful breach by such Person of any representation or warranty of such Person made under the Notes, or secured pursuant to this Agreement or any other Loan Document or (y) any knowing or willful breach of covenant or other obligation by the Indenture, until the Collateral has been realized, whereupon such Person under this Agreement or any such outstanding indebtedness other Loan Document; or obligation shall be extinguished, (iiiC) limit the right of any Person to name the Issuer Borrower, any Obligor or any transferee of any interest in the collateral securing the payment of the Obligations as a party defendant in any action or suit for a judicial sale or in the exercise of any other remedy under this Agreement and the or any other Transaction DocumentsLoan Document, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for for, taken or enforced against any Person referred to in said clauses (i) or (if obtained) enforced against ii). Notwithstanding the Issuerforegoing, (iv) impair the right of any party hereto (other than the Issuer) nothing herein shall be construed to obtain the appointment of a receiver or (v) constitute a waiver by the Administrative Agent, the Lenders or the Issuing Banks of any right which rights to damages, other monetary relief, injunctive relief or any party hereto (other than remedy at law or equity against the Issuer) may have under Borrower, any applicable insolvency laws Obligor or any Partner by reason of fraud, knowing or willful breach of representations and warranties, willful tortious acts or omissions, gross negligence or criminal acts. This Section 10.15 is not intended to file a claim for and shall not impair or limit the full amount Administrative Agent's, any Lender's or Issuing Bank's ability to realize on the collateral securing the payment of such obligations or on any other assets of the indebtedness Borrower or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyany Obligor.

Limited Recourse. Notwithstanding any other provision terms of this AgreementIndenture Supplement, the Notes Series 2013-T2 Notes, any other Transaction Documents or the Indentureotherwise, the obligations of the Issuer hereunder under the Series 2013-T2 Notes, this Indenture Supplement and thereunder each other Transaction Document to which it is a party are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests thereinTrust Estate, and following realization of the CollateralTrust Estate and application of the proceeds thereof in accordance with the terms of this Indenture Supplement, any claims none of any party hereto under this Agreementthe Holders of Series 2013-T2 Notes, the Notes Indenture Trustee or any of the Indenture (other than parties to the Issuer) Transaction Documents shall be entitled to take any further steps to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which shall be extinguished and shall not thereafter be reinstatedrevive. No recourse shall be had for the payment of any amount owing in respect of the Series 2013-T2 Notes or this Indenture Supplement or for any action or inaction of the Issuer against any principalofficer, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent stockholder or affiliate incorporator of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any of their successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder under the Series 2013-T2 Notes or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated PartiesIndenture Supplement. It is understood that the foregoing provisions of this Section 5.13 15 shall not (ia) prevent recourse to the Collateral Trust Estate for the sums due or to become due under any security, instrument or agreement which is part of the CollateralTrust Estate or (b) save as specifically provided therein, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of evidenced by the Issuer under the Notes, Series 2013-T2 Notes or secured by this Indenture Supplement. It is further understood that the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation foregoing provisions of this Section 15 shall be extinguished, (iii) not limit the right of any Person to name the Issuer as a party defendant in any action or suit proceeding or in the exercise of any other remedy under the Series 2013-T2 Notes or this Agreement and the other Transaction DocumentsIndenture Supplement, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver such Person or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyentity.

Limited Recourse. Notwithstanding any other contrary provision of this Agreementany Loan Document, the Notes or the Indenture, the obligations of the Issuer hereunder and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No no recourse shall be had for the payment of the principal of or interest or premium, if any, on the Obligation or for any claim based thereon against (i) any principalmember of the Rigas Family (whether in their individual capacity or as a general partner of any other Person), (ii) any Parent, (iii) any Minority Pledgor, (iv) any partner, shareholder, member, manager, director, officer, employee, beneficiarylegal representative, shareholderheir, partnerestate, member, trustee, agent permitted successor or affiliate assign of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest Person described in the Issuerclauses (i) through (iii) above, or (v) any successors or assigns of any of Person which the foregoing (the “Exculpated Parties”) for Collateral securing the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) Obligation shall enforce have been transferred with the liability and obligation prior written consent of the Issuer to perform and observe the obligations contained in this Agreementeach requisite Lender, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject except to the following sentence, extent such consent is not required pursuant to this Pledge Agreement or the Exculpated Partiesany other Loan Document. It is understood that the foregoing provisions Obligation may not be enforced against any of the Persons described in clauses (i) through (v) above; provided, however, that this Section 5.13 shall not (iA) prevent or restrict recourse to the Collateral for securing the sums due or to become due under any security, instrument or agreement which is part payment of the Collateral, (ii) Obligation or constitute a waiver, release or discharge of any indebtedness Debt or Obligation, but such Debt shall remain outstanding until paid or discharged; (B) limit any rights, claims for damages or recourse of any Secured Party or their respective transferees or assigns as a result of (x) any knowing or willful breach by such Person of any representation or warranty of such Person made under or pursuant to any Loan Document or (y) any knowing or willful breach of covenant or other obligation of the Issuer by such Person under the Notes, any Loan Document; or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iiiC) limit the right of any Person to name the Issuer any Loan Party or any other Person described in any of clauses (i) through (v) above as a party defendant in any action or suit for a judicial sale or in the exercise of any other remedy under this Agreement and the other Transaction Documentsany Loan Document, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for for, taken or (if obtained) enforced against the Issuer, any Person referred to in any of clauses (ivi) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or through (v) above. Notwithstanding the foregoing, nothing herein shall be construed to constitute a waiver by any Secured Party of any right which rights to damages, other monetary relief, injunctive relief or any party hereto other remedy at law or equity against any Loan Party, Parent, Minority Pledgor, Manager or any other Person described in clauses (other than i) through (v) above by reason of fraud, knowing or willful breach of representations and warranties, willful tortious acts or omissions, gross negligence or criminal acts. This Section is not intended to and shall not impair or limit any Secured Party's ability to realize on the Issuer) may have under any applicable insolvency laws to file a claim for Collateral securing the full amount payment of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyObligation.

Limited Recourse. Notwithstanding any other provision terms of this AgreementIndenture Supplement, the Notes Series 2015-VF1 Notes, any other Transaction Documents or the Indentureotherwise, the obligations of the Issuer hereunder under the Series 2015-VF1 Notes, this Indenture Supplement and thereunder each other Transaction Document to which it is a party are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests thereinTrust Estate, and following realization of the CollateralTrust Estate and application of the proceeds thereof in accordance with the terms of this Indenture Supplement, any claims none of any party hereto under this Agreementthe Noteholders of Series 2015-VF1 Notes, the Notes Indenture Trustee or any of the Indenture (other than parties to the Issuer) Transaction Documents shall be entitled to take any further steps to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which shall be extinguished and shall not thereafter be reinstatedrevive. No recourse shall be had for the payment of any amount owing in respect of the Series 2015-VF1 Notes or this Indenture Supplement or for any action or inaction of the Issuer against any principalofficer, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent stockholder or affiliate incorporator of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any of their successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder under the Series 2015-VF1 Notes or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated PartiesIndenture Supplement. It is understood that the foregoing provisions of this Section 5.13 16 shall not (ia) prevent recourse to the Collateral Trust Estate for the sums due or to become due under any security, instrument or agreement which is part of the CollateralTrust Estate or (b) save as specifically provided therein, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of evidenced by the Issuer under the Notes, Series 2015-VF1 Notes or secured by this Indenture Supplement. It is further understood that the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation foregoing provisions of this Section 16 shall be extinguished, (iii) not limit the right of any Person to name the Issuer as a party defendant in any action or suit proceeding or in the exercise of any other remedy under the Series 2015-VF1 Notes or this Agreement and the other Transaction DocumentsIndenture Supplement, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver such Person or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyentity.

Limited Recourse. Notwithstanding Payee expressly agrees that the extent of liability of the Maker for any sums due or obligations to perform under this Note (except for the indemnities and/or guarantees delivered to Payee by the Maker and/or the other Indemnitor dated as of this date in connection with the loan evidenced by this Note, and secured, in part, by the Mortgage) is limited to the Maker's estate, right, title and interest in, to and under the Mortgaged Property, the Maker's right, title and interest to the leases and all interest of undersigned thereto (the "Leases"), as described in the Mortgage and/or any other provision document evidencing or securing this Note, as the same may be amended from time to time (individually, herein referred to as the "Instrument" and collectively, as "Instruments" or "Loan Documents") and the assignment of this Agreementleases in rents dated of even date hereof by the Maker in favor of Xxxxx, as the same may be amended from time to time (the "Assignment"), Payee agreeing not to look personally to the Maker or to the other Indemnitor or to any principals, trustees members, partners, shareholders, officers, directors, employees or agents of the Maker (collectively, the Notes "Affiliates") but to look solely to the Mortgaged Property, the Leases and the Collateral and no other assets of the Maker, Indemnitor or the Indenture, the obligations of the Issuer hereunder and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns Affiliates for payment of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood such sums; provided that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to constitute a waiver of any obligation evidenced by the Collateral for Note, this Mortgage, the sums due or to become due under Assignment and/or any security, instrument or agreement which is part of the Collateralother Instrument, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of the holder of the Note, this Mortgage, the Assignment, and/or any Person other Instrument to name the Issuer Maker as a party defendant in any action or suit for judicial or in non-judicial foreclosure and sale under the exercise of Note, the Mortgage, the Assignment and/or any other remedy under this Agreement and the other Transaction Documents, Instrument in any action or proceeding hereunder so long as no judgment in the nature of a deficiency judgment or seeking any other personal liability or money judgment shall be asked for or (if obtained) enforced taken against the IssuerMaker or the Affiliates, (iii) affect in any way the validity of any guaranty or indemnity from the Maker, the other Indemnitors and/or any other person of all or any of the obligations evidenced and secured by the Note and/or the any of the other Instruments, or the rights of the Payee in connection with such guaranties and/or indemnities to look to the property and assets of the Maker, the other Indemnitor, any guarantor, and/or any Affiliates, but only to the extent provided in such guaranty and/or indemnity, as the case may be (iv) release or impair this Note or the right lien of any party hereto (the Mortgage, the Assignment, and/or other than the Issuer) to obtain the appointment of a receiver or Instrument, (v) prevent or in any way hinder the Payee from exercising or constitute a defense, an affirmative defense, a counterclaim or other basis for relief in respect of the exercise of, any other remedy against the Mortgaged Property, the Leases and/or the Collateral and/or the Mortgage, Assignment, Instrument and/or any other instrument securing the Note including the other Loan Documents executed and delivered to the Payee in connection with the transactions contemplated herein or as prescribed by law or in equity in case of default, except that Payee shall in no event seek any deficiency or other personal or money judgment against the Maker or any Affiliates except to the extent provided for in such guarantees and/or indemnities, (vi) prevent or in any way hinder the Payee from exercising, or constitute a defense, an affirmative defense, a counterclaim or other basis for relief in respect of the exercise of, its remedies in respect of any deposits, insurance proceeds, condemnation awards or other monies or other collateral or letters of credit securing this Note, or (vii) be applicable to the responsible Person in the event of and to the extent of fraud, misappropriation of funds or other property, or intentional damage to any of the Mortgaged Premises or any other collateral securing this Note or any part thereof intentionally inflicted in bad faith by Maker or any partner, principal, shareholder, officer, director, agent or employee of Maker or any partner or principal of any of the foregoing or (viii) be applicable to the liability arising in respect of hazardous materials or ADA compliance. Nothing herein shall be deemed to be a waiver of any right which any party hereto (other than the Issuer) Payee may have under Section 506(a), 506(b), 1111(b) or any other provision of the Bankruptcy Reform Act of 1978 or any successor thereto or similar provisions under applicable insolvency laws state law to file a claim for the full amount of the indebtedness or obligations secured debt owing to the Payee by the Indenture Maker or to require that all of the Collateral Mortgaged Property shall continue to secure all of the indebtedness or obligations owing to the Noteholders Payee in accordance with the Notes this Note, this Mortgage, and the Transaction Documents to which the Issuer is a partyother Loan Documents.

Limited Recourse. Notwithstanding any other provision of this Agreement, the Notes or the Indenture, the obligations of the Issuer hereunder and thereunder are limited-limited- recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a party.

Limited Recourse. Notwithstanding The liability of Party B in relation to this Agreement and any other provision of this Agreement, the Notes or the Indenture, the obligations of the Issuer Transaction hereunder and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-is limited in recourse to the Issuer, its assets of Party B and its property other than proceeds thereof applied in accordance with the Collateral, Indenture and are payable solely from the Collateral, subject to any prior security interests therein, Sale and following realization Servicing Agreement. Upon exhaustion of the Collateral, any claims assets of any party hereto under this Party B and proceeds thereof in accordance with the Indenture and the Sale and Servicing Agreement, the Notes Party A shall not be entitled to take any further steps against Party B to recover any sums due but still unpaid hereunder or the Indenture (other than the Issuer) thereunder, all claims in respect of which shall be extinguished and shall not thereafter be reinstatedextinguished. No recourse shall may be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) taken for the payment of any amounts payable amount owing in respect of any obligation of, or claim against, Party B arising out of or based upon this Agreement or any Transaction hereunder against any holder of a beneficial interest, employee, officer or thereunder. No party hereto (other than Affiliate thereof and no recourse shall be taken for the Issuer) shall enforce payment of any amount owing in respect of any obligation of, or claim against, Party B based upon or arising out of this Agreement against the liability and obligation of the Issuer to perform and observe the obligations contained in this AgreementAdministrator, the Notes and Seller, the other Transaction Documents to which Servicer, the Issuer is Indenture Trustee, the Owner Trustee, the Delaware Trustee or any stockholder, holder of a party by any action beneficial interest, employee, officer, director, incorporator or proceeding wherein a money judgment establishing any personal liability shall be sought against the IssuerAffiliate thereof; provided, subject to the following sentencehowever, or the Exculpated Parties. It is understood that the foregoing shall not relieve any such person or entity from any liability they might otherwise have as a result of willful misconduct, bad faith or negligence. In furtherance of and not in derogation of the foregoing, Party A acknowledges and agrees that it shall have no right, title or interest in or to the Other Assets of the Seller. To the extent that, notwithstanding the agreements and provisions contained in the preceding paragraph, Party A either (i) asserts an interest or claim to, or benefit from, Other Assets, or (ii) is deemed to have any such interest, claim to, or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), then Party A further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and shall be expressly subordinated to the indefeasible payment in full, which, under the terms of the relevant documents relating to the securitization or conveyance of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Seller), including the payment of post-petition interest on such other obligations and liabilities. This subordination agreement shall be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. Party B further acknowledges and agrees that no adequate remedy at law exists for a breach of this Part 5(e)(vi) and the terms of this Part 5(e)(vi) may be enforced by an action for specific performance. The provisions of this Section 5.13 Part 5(e)(vi) shall not (i) prevent recourse to the Collateral be for the sums due or third party benefit of those entitled to become due under any security, instrument or agreement which is part rely thereon and shall survive the termination of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyAgreement.

Limited Recourse. Notwithstanding anything to the contrary ---------------- contained herein or in the Guaranty, except as otherwise provided in this Section 7.8, neither Pledgor nor any of its shareholders, officers, directors, partners, employees, agents or other provision of representatives ("Other Persons") shall have any personal liability for the Secured Obligations under this Pledge and Security Agreement, or for the Notes obligation to observe, perform or discharge any of the terms, covenants or conditions contained herein or in the Guaranty, and, except as otherwise provided in this Section 7.8, (a) no attachment, execution, writ or other process shall be sought and no judicial proceeding shall be initiated by or on behalf of Pledgee against Pledgor or any Other Person as a result of a breach or default under this Pledge and Security Agreement or the IndentureGuaranty, except to the obligations extent that such attachment, execution, writ or judicial proceeding shall be necessary to enforce any of the Issuer hereunder and thereunder are limited-recourse obligations rights, remedies or recourses of the Issuer. Such obligations are non-recourse Pledgee against or with reference to the Issuer, its assets and its property other than the Collateral, and are payable (b) in the event that an suit is brought hereunder or under the Guaranty, any judgment obtained in or as a result of such suit shall be enforceable and/or enforced solely from against the Collateral; provided, subject to however, that nothing herein -------- ------- contained shall be construed to: (i) be a release or impairment of Pledgor's obligations hereunder or under the Guaranty, (ii) prevent Pledgee from exercising and enforcing, consistent with the provisions of this Section 7.8, any prior security interests therein, and following realization other remedy allowed at law or in equity or by statute or by the terms hereof or of the CollateralGuaranty or (iii) prevent Pledgee from recovering from Pledgor (or any such Other Person), or limit Pledgee's recourse against Pledgor (or any such Other Person) for, any claims funds, damages or costs (including, without limitation, reasonable legal expenses) incurred by Pledgee as a result of any party hereto under this Agreement, the Notes willful act or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectlyomission in bad faith, any legal fraudulent act or beneficial interest in the Issueromission, or any successors or assigns breach of any of the foregoing (following sections of this Pledge and Security Agreement: Section 2.4, the “Exculpated Parties”) for first sentence of Section 4.2, Section 4.3(a), Section 4.4, Section 4.5 and Section 4.7(ii). Nothing in this Section 7.8 shall be deemed to increase the payment liability of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to such Other Person beyond that which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Other Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount partnership agreement of the indebtedness Pledgor or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyunder law.

Limited Recourse. Notwithstanding any other provision terms of this AgreementBase Indenture, the Notes Notes, any other Transaction Documents or the Indentureotherwise, the obligations of the Issuer hereunder under the Notes, this Base Indenture and thereunder each other Transaction Document to which it is a party are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests thereinTrust Estate, and following realization of the CollateralTrust Estate and application of the proceeds thereof in accordance with the terms of this Base Indenture, any claims none of any party hereto under this Agreementthe Noteholders, the Notes Indenture Trustee or any of the Indenture (other than parties to the Issuer) Transaction Documents shall be entitled to take any further steps to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which shall be extinguished and shall not thereafter revive. Subject to the foregoing and to the terms of the applicable Indenture Supplement, each Noteholder will, however, have the absolute and unconditional right to receive payment of all amounts due with respect to the Notes pursuant and respect to the terms of the Indenture, which right shall not be reinstatedimpaired without the consent of each Noteholder and to initiate suit for the enforcement of any such payment, which right shall not be impaired without the consent of such Noteholder. No recourse shall be had for the payment of any amount owing in respect of the Notes or this Base Indenture or for any action or inaction of the Issuer against any principalofficer, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent equity holder or affiliate organizer of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any of their successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, under the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Partiesthis Base Indenture. It is understood that the foregoing provisions of this Section 5.13 8.9 shall not (i) prevent recourse to the Collateral Trust Estate for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, Trust Estate or (ii) save as specifically provided therein, constitute a waiver, release or discharge of any indebtedness or obligation of evidenced by the Issuer under the Notes, Notes or secured by this Base Indenture. It is further understood that the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation foregoing provisions of this Section 8.9 shall be extinguished, (iii) not limit the right of any Person Person, to name the Issuer as a party defendant in any action or suit proceeding or in the exercise of any other remedy under the Notes or this Agreement and the other Transaction DocumentsBase Indenture, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver such Person or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyentity.

Limited Recourse. Notwithstanding The Secured Party agrees, that, ---------------- except as hereinafter set forth, Secured Party's rights in respect of the Obligations and any other provision of this claim or liability under the Purchase Agreement, the Notes Note or the Indenturethis Agreement (collectively, the obligations of "Note Documents") asserted against Pledgor by the Issuer hereunder Secured Party shall be limited to satisfaction out of, and thereunder are limited-recourse obligations of enforcement against, the IssuerPledged Collateral. Such obligations are non-recourse Notwithstanding anything to the Issuercontrary contained herein, its assets and its property in any other than the CollateralNote Document or in any other document, and are payable solely from the Collateral, subject certificate or instrument executed or to any prior security interests therein, and following realization of the Collateral, any claims of any party be executed by Pledgor pursuant hereto under this Agreementor thereto, the Notes Secured Party further acknowledges and agrees that neither Pledgor nor any past, present or future relatives, partners, agents, or representatives of Pledgor (together with Pledgor, collectively, the Indenture (other than the Issuer"Nonrecourse Parties") shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against have any principalliability to the Secured Party (such liability, directorincluding such as may arise by operation of law, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”being expressly waived) for the payment of any amounts payable hereunder sums now or thereunderhereafter owing by Pledgor under any of the Note Documents or for the performance of any of the obligations of Pledgor contained herein or therein or shall otherwise be liable or responsible with respect thereto, except as set forth in this Section 15.3. No party hereto Pledgor acknowledges that the Collateral shall not be subject to the limitations set forth in this Section 15.3. If any Event of Default shall occur and be continuing or if any claim of the Secured Party or the Holder against Pledgor or alleged liability to the Secured Party of Pledgor shall be asserted under any Note Document, Secured Party agrees, for itself and on behalf of the Holder, that, except as hereinafter set forth, the Secured Party shall not have the right to proceed directly or indirectly (except by means of actions against the Collateral) against the Nonrecourse Parties or against their respective properties and assets (other than the IssuerCollateral) for the satisfaction of such indebtedness or of any such claim or liability or for any deficiency judgment (except to the extent enforceable against the Collateral) in respect of such indebtedness or any such claim or liability. The foregoing acknowledgments, agreements and waivers shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained be enforceable by any Nonrecourse Party. The limitations on recourse set forth in this Agreement, Section 15.3 shall survive the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, (ii) constitute a waiver, release or discharge termination of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes Note Documents and the Transaction Documents to which full payment and performance of all obligations under the Issuer is a partyNote and under the other Note Documents.

Limited Recourse. Notwithstanding any other provision terms of this AgreementIndenture Supplement, the Notes Series 2023-GTL1 Loan, the Series 2023-GTL1 Promissory Term Notes, any other Transaction Documents or the Indentureotherwise, the obligations of the Issuer hereunder under the Series 2023-GTL1 Promissory Term Notes, this Indenture Supplement and thereunder each other Transaction Document to which it is a party are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests thereinTrust Estate, and following realization of the CollateralTrust Estate and application of the proceeds thereof in accordance with the terms of this Indenture Supplement, any claims none of any party hereto under this Agreementthe Lenders, the Notes Indenture Trustee or any of the Indenture (other than parties to the Issuer) Transaction Documents shall be entitled to take any further steps to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which shall be extinguished and shall not thereafter be reinstatedrevive. No recourse shall be had for the payment of any amount owing in respect of this Indenture Supplement or for any action or inaction of the Issuer against any principalofficer, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent stockholder or affiliate incorporator of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any of their successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder under the Series 2023-GTL1 Loan or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated PartiesIndenture Supplement. It is understood that the foregoing provisions of this Section 5.13 14 shall not (ia) prevent recourse to the Collateral Trust Estate for the sums due or to become due under any security, instrument or agreement which is part of the CollateralTrust Estate, including without limitation, the PC Guaranty and the PMT Guaranty or (iib) save as specifically provided therein, constitute a waiver, release or discharge of the Series 2023-GTL1 Loan or any indebtedness or obligation of evidenced by the Issuer under the Notes, Series 2023-GTL1 Promissory Term Notes or secured by this Indenture Supplement. It is further understood that the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation foregoing provisions of this Section 14 shall be extinguished, (iii) not limit the right of any Person to name the Issuer as a party defendant in any action or suit proceeding or in the exercise of any other remedy under this Agreement and the other Transaction DocumentsIndenture Supplement, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver such Person or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyentity.

Limited Recourse. Notwithstanding any other contrary provision of this Agreementany Loan Document, the Notes or the Indenture, the obligations of the Issuer hereunder and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No no recourse shall be had for the payment of the principal of or interest or premium, if any, on the Obligation or for any claim based thereon against (i) any principalmember of the Rigas Family (whether in their individual capacity or as a general partner of any other Person), (ii) any Parent, (iii) any Minority Pledgor, (iv) any partner, shareholder, member, manager, director, officer, employee, beneficiarylegal representative, shareholderheir, partnerestate, member, trustee, agent permitted successor or affiliate assign of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest Person described in the Issuerclauses (i) through (iii) above, or (v) any successors or assigns of any of Person which the foregoing (the “Exculpated Parties”) for Collateral securing the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) Obligation shall enforce have been transferred with the liability and obligation prior written consent of the Issuer to perform and observe the obligations contained in this Agreementeach requisite Lender, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject except to the following sentence, extent such consent is not required pursuant to this Agreement or the Exculpated Partiesany other Loan Document. It is understood that the foregoing provisions Obligation may not be enforced against any of the Persons described in clauses (i) through (v) above; provided, however, that this Section 5.13 shall not (iA) prevent or restrict recourse to the Collateral for securing the sums due or to become due under any security, instrument or agreement which is part payment of the Collateral, (ii) Obligation or constitute a waiver, release or discharge of any indebtedness Debt or Obligation, but such Debt shall remain outstanding until paid or discharged; (B) limit any rights, claims for damages or recourse of any Secured Party or their respective transferees or assigns as a result of (x) any knowing or willful breach by such Person of any representation or warranty of such Person made under or pursuant to any Loan Document or (y) any knowing or willful breach of covenant or other obligation of the Issuer by such Person under the Notes, any Loan Document; or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iiiC) limit the right of any Person to name the Issuer any Loan Party or any other Person described in any of clauses (i) through (v) above as a party defendant in any action or suit for a judicial sale or in the exercise of any other remedy under this Agreement and the other Transaction Documentsany Loan Document, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for for, taken or (if obtained) enforced against the Issuer, any Person referred to in any of clauses (ivi) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or through (v) above. Notwithstanding the foregoing, nothing herein shall be construed to constitute a waiver by any Secured Party of any right which rights to damages, other monetary relief, injunctive relief or any party hereto other remedy at law or equity against any Loan Party, Parent, Minority Pledgor, Manager or any other Person described in clauses (other than i) through (v) above by reason of fraud, knowing or willful breach of representations and warranties, willful tortious acts or omissions, gross negligence or criminal acts. This Section is not intended to and shall not impair or limit any Secured Party's ability to realize on the Issuer) may have under any applicable insolvency laws to file a claim for Collateral securing the full amount payment of the indebtedness Obligation or obligations secured by the Indenture or to require that the Collateral shall continue to secure all on any other assets of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyany Loan Party.

Limited Recourse. Notwithstanding anything to the contrary contained in this Agreement or in any other provision of this Agreement, the Notes or the Indenture, the obligations of the Issuer hereunder and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-recourse to the Issuerother Loan Documents, its assets and its property other than the Collateralexcept as provided otherwise in this Section 6.20, and are payable solely from the Collateral, subject to neither Borrower nor any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes direct or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiaryindirect member, shareholder, partner, memberprincipal, trusteeAffiliate, employee, officer, director, agent or affiliate representative of the Issuer or Borrower (each, a "Related Party") shall have any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing personal liability for (the “Exculpated Parties”i) for the payment of any amounts sum of money which is or may be payable hereunder or thereunder. No party hereto (under the Note or any other than Loan Document, including, but not limited to, the Issuer) shall enforce the liability and obligation repayment of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentenceLoan, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, (ii) constitute a waiver, release the performance or discharge of any indebtedness covenants, obligations or obligation undertakings of Borrower hereunder or under any Loan Document, and no monetary or deficiency judgment shall be sought or enforced against Borrower or any Related Party with respect thereto; provided, however, that a judgment may be sought against Borrower or any Related Party to enforce the rights of Lender in, to or against the Premises, including the Receipts and any other Collateral, and Lender shall have full recourse to and the right to proceed against the Premises, the Receipts and any other Collateral. Notwithstanding the foregoing, nothing contained herein shall impair the validity of the Issuer under Obligations or in any way affect or impair the NotesLien of the Mortgage, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of Lender to enforce any Person to name and all rights and remedies under and by virtue of the Issuer Note, this Agreement and/or any other Loan Document (limited, however, as expressly provided otherwise above), including, without limitation, naming Borrower as a party defendant in any action foreclosure action, or suit limit Lender from pursuing or seeking to enforce the rights of Lender against any third parties, including any guarantor, indemnitor or surety under any guaranty or indemnity delivered in connection with this Agreement, the Note or any other Loan Document or otherwise in connection with the Loan. Additionally, the provisions of this Section 6.20 shall not relieve Borrower from any personal liability for, and Borrower shall be fully and personally liable for, (i) the full recourse obligation to pay the Obligations upon the occurrence of any event set forth in the following clauses (M) and/or (N), and (ii) any liabilities, costs, losses (including, without limitation, any reduction in value of the Premises or any other Collateral, or the loss of any such Collateral or Lender's security interest therein), damages, expenses (including, without limitation, attorneys' fees and disbursements and court costs, if any), or claims suffered or incurred by Lender (or any Indemnified Party) by reason of or in connection with the exercise occurrence of any other remedy event set forth in any of the following clauses (A) through (O): (A) any fraud or breach of trust by Borrower or any Related Party, including by reason of any claim under the Racketeer Influenced and Corrupt Organizations Act ("RICO"); (B) the misapplication of any insurance proceeds or condemnation awards; (C) the failure of Borrower or any Related Party to direct or pay Receipts received by Borrower or any Related Party to the Clearing Account or the Cash Collateral Account; (D) the misapplication by Borrower or any Related Party (or at any such Person's direction) of monies held in or paid out from any account (including any reserve or escrow) maintained under this Agreement, the Cash Management Agreement or any of the other Loan Documents, including without limitation, monies paid to Borrower pursuant to Section 8 of the Cash Management Agreement and the other Transaction Documentsrelated Disbursement Instructions; (E) any and all tenant security deposits held by Borrower not being properly applied, so long as no judgment in the nature of a deficiency judgment returned to tenants when due or seeking personal liability shall be asked for or (if obtained) enforced against the Issuerdelivered to Lender, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute any Person purchasing the Premises at a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a party.foreclosure sale upon

Limited Recourse. Notwithstanding anything to the contrary contained in this Agreement or in any other provision of this Agreement, the Notes or the Indenture, the obligations of the Issuer hereunder and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-recourse to the Issuerother Loan Documents, its assets and its property other than the Collateralexcept as provided otherwise in this Section, and are payable solely from the Collateral, subject to neither Borrower nor any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes direct or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiaryindirect member, shareholder, partner, memberprincipal, trusteeany Affiliate of Borrower, any SPE Entity or any Significant Party, employee, officer, director, agent or affiliate of the Issuer representative or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns Affiliate of any of the foregoing them (the “Exculpated Parties”each, a "Related Party") shall have any personal liability for (a) the payment of any amounts sum of money which is or may be payable hereunder or thereunder. No party hereto (under the Note, or any other than Loan Document, including, but not limited to, the Issuer) shall enforce the liability and obligation repayment of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentenceIndebtedness, or (b) the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, (ii) constitute a waiver, release performance or discharge of any indebtedness covenants, obligations or obligation undertakings of Borrower hereunder or under any other Loan Document and no monetary or deficiency judgment shall be sought or enforced against Borrower or any Related Party with respect thereto; provided, however, that a judgment may be sought against Borrower to enforce the rights of Lender in, to, or against the Properties, including the Receipts, and all other collateral granted as security under any Loan Document and Lender shall have full recourse to and the right to proceed against the Properties and such other collateral. Notwithstanding the foregoing, nothing contained herein shall (i) impair the validity of the Issuer under Indebtedness or in any way affect or impair the NotesLien of the Mortgage, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of Lender to enforce any Person to name and all rights and remedies under and by virtue of the Issuer Note, this Agreement, or any other Loan Document (limited, however, as expressly provided otherwise above), including, without limitation, naming Borrower as a party defendant in any action foreclosure action, or suit (ii) limit Lender from pursuing or seeking to enforce the rights of Lender against any third parties, including any guarantor, indemnitor or surety under any guaranty or indemnity delivered in connection with this Agreement, the Note, or otherwise in connection with the Loan. Additionally, the provisions of this Section 7.20 shall not relieve Borrower from any personal liability for, and each Individual Borrower (as well as the Guarantors, to the extent provided in the Guaranty) shall be fully and personally liable for, any liabilities, costs, losses (including, without limitation, any reduction in value of the Property, or any other collateral securing the Loan, or the loss of any such collateral or Lender's security interest therein), damages, expenses (including, without limitation, reasonable attorneys' fees and disbursements, and court costs, if any), or claims suffered or incurred by Lender (or any Indemnified Party) by reason of or in the exercise of any other remedy under this Agreement and the other Transaction Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance connection with the Notes and the Transaction Documents to which the Issuer is a party.following:

Limited Recourse. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer under this Agreement or any certificate or other writing delivered in connection herewith or therewith, against (a) any owner of a beneficial interest in the Issuer or (b) any holder of a beneficial interest in the Issuer in its individual capacity, except as any such Person may have expressly agreed. Notwithstanding any other provision terms of this Agreement, the Notes Notes, any other Transaction Documents or the Indentureotherwise, the obligations of the Issuer hereunder under the Notes, the Indenture, this Agreement and thereunder each other Transaction Document to which it is a party are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests thereinTrust Estate, and following realization of the CollateralTrust Estate and application of the proceeds thereof in accordance with the terms of the Indenture, any claims none of any party hereto under this Agreementthe Noteholders, the Notes Indenture Trustee or any of the Indenture (other than parties to the Issuer) Transaction Documents shall be entitled to take any further steps to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which shall be extinguished and shall not thereafter be reinstatedrevive. No recourse shall be had for the payment of any amount owing in respect of the Notes, the Indenture or this Agreement or for any action or inaction of the Issuer against any principalofficer, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent stockholder or affiliate incorporator of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any of their successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder under the Notes or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 11 shall not (i) prevent recourse to the Collateral Trust Estate for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, Trust Estate or (ii) save as specifically provided therein, constitute a waiver, release or discharge of any indebtedness or obligation of evidenced by the Issuer under the Notes, Notes or secured by the Indenture. It is further understood that the foregoing provisions of this Section 11 shall not, until the Collateral has been realizedsubject to Section 12(l) hereof, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person Person, to name the Issuer as a party defendant in any action or suit proceeding or in the exercise of any other remedy under the Notes or this Agreement and the other Transaction DocumentsAgreement, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver such Person or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyentity. Section 12.

Limited Recourse. Notwithstanding any other provision of this Agreement, the Notes or the Indenture, the obligations of the Issuer hereunder and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become Securities Account Control Agreement due under any security, instrument or agreement which is part of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a party.

Limited Recourse. Notwithstanding any other provision terms of this AgreementIndenture Supplement, the Notes Series 2021-PIAVF1 Notes, any other Transaction Documents or the Indentureotherwise, the obligations of the Issuer hereunder under the Series 2021-PIAVF1 Notes, this Indenture Supplement and thereunder each other Transaction Document to which it is a party are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests thereinTrust Estate, and following realization of the CollateralTrust Estate and application of the proceeds thereof in accordance with the terms of this Indenture Supplement, any claims none of any party hereto under this Agreementthe Noteholders of Series 2021-PIAVF1 Notes, the Notes Indenture Trustee or any of the Indenture (other than parties to the Issuer) Transaction Documents shall be entitled to take any further steps to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which shall be extinguished and shall not thereafter be reinstatedrevive. No recourse shall be had for the payment of any amount owing in respect of the Series 2021- PIAVF1 Notes or this Indenture Supplement or for any action or inaction of the Issuer against any principalofficer, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent stockholder or affiliate incorporator of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any of their successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder under the Series 2021-PIAVF1 Notes or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated PartiesIndenture Supplement. It is understood that the foregoing provisions of this Section 5.13 13 shall not (ia) prevent recourse to the Collateral Trust Estate for the sums due or to become due under any security, instrument or agreement which is part of the CollateralTrust Estate or (b) save as specifically provided therein, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of evidenced by the Issuer under the Notes, Series 2021-PIAVF1 Notes or secured by this Indenture Supplement. It is further understood that the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation foregoing provisions of this Section 13 shall be extinguished, (iii) not limit the right of any Person to name the Issuer as a party defendant in any action or suit proceeding or in the exercise of any other remedy under the Series 2021-PIAVF1 Notes or this Agreement and the other Transaction DocumentsIndenture Supplement, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver such Person or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyentity.

Limited Recourse. Each of the Collateral Administrator and the Collateral Manager agrees that the payment of all amounts to which it is entitled pursuant to this Agreement from the Issuer shall be subordinated to the extent set forth in the Indenture. Notwithstanding any other provision of this Agreement, the Notes or the Indenture, all of the obligations of the Issuer hereunder and thereunder under this Agreement are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse Issuer payable solely as Administrative Expenses from amounts credited to the Issuer, its assets Expense Account pursuant to Section 10.3(c) of the Indenture and its property other than the Collateral, and are payable solely from Equity Contribution Agreement or according to the Collateral, subject to any prior security interests thereinPriority of Payments, and following the reduction thereof to zero and realization of all other Collateral and application of the Collateralproceeds thereof in accordance with the Indenture, all obligations of and any claims of any party hereto under this Agreement, against the Notes Issuer hereunder or the Indenture (other than the Issuer) arising in connection herewith shall be extinguished and shall not thereafter be reinstatedrevive. No Each of the Collateral Administrator and the Collateral Manager further agrees that, except as so contemplated by Section 10.3(c) of the Indenture and the Equity Contribution Agreement or according to the Priority of Payments, it will not have any recourse shall be had against any principalother asset of the Issuer or against any Officer, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent shareholder or affiliate incorporator of the Issuer or any person owningits Affiliates, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in under this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 16 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, ; or (ii) constitute a waiver, release or discharge of any indebtedness or obligation of evidenced by the Issuer under the Notes, Notes or secured by the Indenture, Indenture until the such Collateral has been realized, whereupon any such outstanding indebtedness or obligation . It is further understood that this Section 16 shall be extinguished, (iii) not limit the right of any Person to name the Issuer as a party defendant in any action or suit Proceeding or in the exercise of any other remedy under this Agreement and the other Transaction DocumentsNotes or the Indenture, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount such Person. Each of the indebtedness or obligations secured by the Indenture or to require that Collateral Administrator and the Collateral shall continue Manager consents to secure all the assignment of this Agreement as provided in the Granting Clause of the indebtedness or obligations owing to Indenture. This Section 16 shall survive the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partytermination of this Agreement.

Limited Recourse. Notwithstanding Except as otherwise set forth in this section, the liability of Mortgagor and the general partners of Mortgagor, if any, under the Note, this Mortgage and the Related Agreements shall be limited to and satisfied from the Property and the proceeds thereof, the Rents and Profits and all other income arising therefrom, the other assets of Mortgagor arising out of the Property which are given as collateral for the Note, and any other provision of this Agreement, the Notes or the Indenture, the obligations collateral given in writing to Mortgagee as security for repayment of the Issuer hereunder and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture Note (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any all of the foregoing (collectively referred to as the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations "Loan Collateral"); provided, however, that nothing contained in this Agreement, section shall (A) preclude Mortgagee from foreclosing the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions lien of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due Mortgage or to become due under from enforcing any security, instrument of its rights or agreement which is part of the Collateralremedies in law or in equity against Mortgagor except as stated in this section, (iiB) constitute a waiver, release or discharge waiver of any indebtedness or obligation of evidenced by the Issuer under the Notes, Note or secured by the Indenture, until the Collateral has been realized, whereupon this Mortgage or any such outstanding indebtedness or obligation shall be extinguishedRelated Agreements, (iiiC) limit the right of any Person Mortgagee to name the Issuer Mortgagor as a party defendant in any action brought under this Mortgage, the Note or suit any Related Agreements, (D) prohibit Mortgagee from pursuing all of its rights and remedies against any guarantor or surety, whether or not such guarantor or surety is a partner of Mortgagor, (E) limit the personal liability of Mortgagor or any shareholder of Mortgagor, or any general partner of Mortgagor, or of any member of Mortgagor, to Mortgagee, for misappropriation or misapplication of funds, fraud, waste, willful misrepresentation, willful damage to the Property, or failure to pay real estate taxes and/or assessments or (F) preclude Mortgagee from recovering from Mortgagor and the Indemnitors under that certain Environmental Indemnity Agreement of even date herewith. Notwithstanding the foregoing, Mortgagor shall be personally liable to Mortgagee for the payment of principal due under the Note and the liabilities and obligations under this Mortgage and any Related Agreements in a maximum amount equal to (i) the payment of the equivalent tenant rental obligation allocable to the tenant space Ag-Chem Equipment Co., Inc. (or its successors or assigns) leases in the exercise Property based on 46,214 square feet at an annual rental rate of any other remedy under this Agreement $11 per square foot ($42,362.83 per month) and (ii) the other Transaction Documentsprorata operating expenses of the Property allocable to such tenant space, so long as no judgment in for the nature unexpired portion of a deficiency judgment or seeking personal liability lease term commencing no later than September 1, 2000 and expiring no earlier than October 1, 2012, and Holder shall be asked for or (if obtained) enforced have full recourse thereon against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyMaker.

Limited Recourse. Notwithstanding any other provision of anything to the contrary contained in this Agreement, the Notes or the Indenture, the obligations of Party B under this Agreement and any Transaction hereunder are solely the Issuer hereunder obliga tions of Party B and thereunder are limited-recourse obligations shall be payable solely to the extent of funds received by and available to Party B in accordance with the priority of payment provisions of the IssuerIndenture and the Sale and Servicing Agreement and on the Distribution Dates specified therein. Such obligations are non-recourse Party A acknowledges that Party B has pledged its assets constituting the Indenture Trust Estate to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization Indenture Trustee. Upon exhaustion of the Collateral, any claims assets of any party hereto under this Party B and proceeds thereof in accordance with the Indenture and the Sale and Servicing Agreement, the Notes Party A shall not be entitled to take any further steps against Party B to recover any sums due but still unpaid hereunder or the Indenture (other than the Issuer) thereunder, all claims in respect of which shall be extinguished and shall not thereafter be reinstatedextinguished. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable amount owing in respect of any obligation of, or claim against, Party B arising out of or based upon this Agreement or any Transaction hereunder against any holder of a beneficial interest, employee, officer or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this AgreementAffiliate thereof and, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability except as specifically provided herein, no recourse shall be sought had for the payment of any amount owing in respect of any obligation of, or claim against, Party B based on or arising out of or based upon this Agreement against the IssuerAdministrator (as defined in the Administration Agreement), subject to the following sentenceFCAR Two LLC or any stockholder, holder of a beneficial interest, employee, officer, director, incorporator or the Exculpated Parties. It is understood Affiliate thereof; provided, however, that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon relieve any such outstanding indebtedness person or obligation shall be extinguished, (iii) limit the right of entity from any Person to name the Issuer liability they might otherwise have as a party defendant in any action result of gross negligence or suit fraudulent actions or in the exercise of any other remedy under this Agreement and the other Transaction Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or omissions taken by them. (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a party.f)

Limited Recourse. Notwithstanding anything to the contrary contained in this Agreement or in any other provision of this Agreement, the Notes or the Indenture, the obligations of the Issuer hereunder and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-recourse to the Issuerother Loan Documents, its assets and its property other than the Collateralexcept as provided otherwise in this Section, and are payable solely from the Collateral, subject to neither Borrower nor any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes direct or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiaryindirect member, shareholder, partner, memberprincipal, trusteeany Affiliate of Borrower, any SPE Entity or any Significant Party, employee, officer, director, agent or affiliate of the Issuer representative or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns Affiliate of any of the foregoing them (the “Exculpated Parties”each, a "Related Party") shall have any personal liability for (a) the payment of any amounts sum of money which is or may be payable hereunder or thereunder. No party hereto (under the Note, or any other than Loan Document, including, but not limited to, the Issuer) shall enforce the liability and obligation repayment of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentenceIndebtedness, or (b) the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, (ii) constitute a waiver, release performance or discharge of any indebtedness covenants, obligations or obligation undertakings of Borrower hereunder or under any other Loan Document and no monetary or deficiency judgment shall be sought or enforced against Borrower or any Related Party with respect thereto; provided, however, that a judgment may be sought against Borrower to enforce the rights of Lender in, to, or against the Property, including the Receipts, and all other collateral granted as security under any Loan Document and Lender shall have full recourse to and the right to proceed against the Property and such other collateral. Notwithstanding the foregoing, nothing contained herein shall (i) impair the validity of the Issuer under Indebtedness or in any way affect or impair the NotesLien of the Mortgage, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of Lender to enforce any Person to name and all rights and remedies under and by virtue of the Issuer Note, this Agreement, or any other Loan Document (limited, however, as expressly provided otherwise above), including, without limitation, naming Borrower as a party defendant in any action foreclosure action, or suit (ii) limit Lender from pursuing or seeking to enforce the rights of Lender against any third parties, including any guarantor, indemnitor or surety under any guaranty or indemnity delivered in connection with this Agreement, the Note, or otherwise in connection with the Loan. Additionally, the provisions of this Section 7.20 shall not relieve Borrower from any personal liability for, and Borrower (as well as the Guarantors, to the extent provided in the Guaranty) shall be fully and personally liable for, any liabilities, costs, losses (including, without limitation, any reduction in value of the Property, or any other collateral securing the Loan, or the loss of any such collateral or Lender's security interest therein), damages, expenses (including, without limitation, reasonable attorneys' fees and disbursements, and court costs, if any), or claims suffered or incurred by Lender (or any Indemnified Party) by reason of or in the exercise of any other remedy under this Agreement and the other Transaction Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance connection with the Notes and the Transaction Documents to which the Issuer is a party.following:

Limited Recourse. Notwithstanding any other provision of this Agreement, the Notes or the Indenture, the obligations of the Issuer hereunder and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-recourse anything to the Issuercontrary contained in this Lease, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject no recourse under or upon any obligation under or with respect to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse Lease shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer constituent members or any person owning, directly partners of Landlord or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto Tenant (other than Guarantor pursuant to the IssuerGuaranty), nor against any of their respective members, managers, partners, shareholders, principals, employees, representatives, Affiliates, agents, officers and directors, and each of Landlord and Tenant expressly waives and releases all right to assert any liability whatsoever under or with respect to this Lease against, or to satisfy any claim or obligation arising thereunder against, any of such constituent members or partners of Landlord or Tenant or their shareholders, officers and directors; provided, however, that nothing in this Section 14.8 shall be deemed to: (a) shall enforce release Landlord, Tenant or any other Person from any personal liability (1) if such Person is a party to this Lease, pursuant to or from its respective obligations as stated in this Lease; or (2) for damages actually sustained by Landlord or Tenant by reason of such Person’s fraudulent acts or such Person’s receipt and actual application of any insurance proceeds or condemnation awards other than in the liability manner required by this Lease and in a manner that results in a personal financial benefit to such Person; (b) notwithstanding anything to the contrary set forth herein, constitute a waiver of any obligation of the Issuer to perform and observe the obligations evidenced by, secured by or contained in this Agreement, Lease or affect in any way the Notes and the other Transaction Documents to which the Issuer is a party by any action validity or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions enforceability of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due Lease in whole or to become due under any security, instrument in part; or agreement which is part of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of Landlord or Tenant, as applicable, to proceed against or realize upon any or all of the assets of Tenant or Landlord, as applicable (notwithstanding the fact that the constituent members or partners thereof have an ownership interest in Tenant or Landlord, as applicable, and, thereby, an interest in the assets of Tenant or Landlord, as applicable), or to name any Person (or, to name the Issuer extent that the same are required by applicable law or are determined by a court to be necessary parties in connection with an action or suit against Tenant or Landlord, as applicable, any of such constituent members or partners or their shareholders, officers or directors) as a party defendant in in, and to enforce against the assets of Tenant or Landlord, as applicable, only, any judgment obtained by Landlord or Tenant, as applicable, with respect to any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, Lease so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for taken (except to the extent taking a judgment is required by applicable law or (if obtaineddetermined by a court to be necessary to preserve Landlord’s or Tenant’s, as applicable, rights against Tenant or Landlord, as applicable, and its assets, but not otherwise) or shall be enforced against the Issuersuch partners and/or members of Tenant or Landlord, (iv) impair the right as applicable, or any of any party hereto (other than the Issuer) to obtain the appointment of a receiver their respective shareholders, officers or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness directors or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partytheir respective assets.

Limited Recourse. Notwithstanding any other provision terms of this AgreementIndenture Supplement, the Notes Series 2013-T3 Notes, any other Transaction Documents or the Indentureotherwise, the obligations of the Issuer hereunder under the Series 2013-T3 Notes, this Indenture Supplement and thereunder each other Transaction Document to which it is a party are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests thereinTrust Estate, and following realization of the CollateralTrust Estate and application of the proceeds thereof in accordance with the terms of this Indenture Supplement, any claims none of any party hereto under this Agreementthe Noteholders of Series 2013-T3 Notes, the Notes Indenture Trustee or any of the Indenture (other than parties to the Issuer) Transaction Documents shall be entitled to take any further steps to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which shall be extinguished and shall not thereafter be reinstatedrevive. No recourse shall be had for the payment of any amount owing in respect of the Series 2013-T3 Notes or this Indenture Supplement or for any action or inaction of the Issuer against any principalofficer, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent stockholder or affiliate incorporator of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any of their successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder under the Series 2013-T3 Notes or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated PartiesIndenture Supplement. It is understood that the foregoing provisions of this Section 5.13 15 shall not (ia) prevent recourse to the Collateral Trust Estate for the sums due or to become due under any security, instrument or agreement which is part of the CollateralTrust Estate or (b) save as specifically provided therein, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of evidenced by the Issuer under the Notes, Series 2013-T3 Notes or secured by this Indenture Supplement. It is further understood that the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation foregoing provisions of this Section 15 shall be extinguished, (iii) not limit the right of any Person to name the Issuer as a party defendant in any action or suit proceeding or in the exercise of any other remedy under the Series 2013-T3 Notes or this Agreement and the other Transaction DocumentsIndenture Supplement, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver such Person or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyentity.

Limited Recourse. Notwithstanding any other provision Subject to the provisions and limitations of this AgreementSection 13, the Notes or obligation to repay the Indenture, the obligations of the Issuer hereunder and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and Agency Loan is a nonrecourse obligation of the Issuer to perform Borrower. Borrower and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action general or proceeding wherein a money judgment establishing limited partner of Borrower’s limited partnership shall not have any personal liability for repayment of the loan, except as provided in this Section 13. The sole recourse of City shall be sought the exercise of its rights against the IssuerProperty and any related security for the Agency Loan. Provided, subject to the following sentencehowever, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, (iia) constitute a waiver, release or discharge waiver of any indebtedness obligation evidenced by this Note or obligation the Agency Deed of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, Trust; (iiib) limit the right of any Person the City to name the Issuer Borrower as a party defendant in any action or suit or in the exercise of any other remedy for judicial foreclosure and sale under this Agreement Note and the other Transaction Documents, Agency Deed of Trust or any action or proceeding hereunder so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or taken against Borrower; (if obtainedc) enforced release or impair this Note or the Agency Deed of Trust; (d) prevent or in any way hinder City from exercising, or constitute a defense, an affirmative defense, a counterclaim, or other basis for relief in respect of the exercise of, any other remedy against the Issuermortgaged Property or any other instrument securing the Note or as prescribed by law or in equity in case of default; (e) prevent or in any way hinder City from exercising, (iv) impair or constitute a defense, an affirmative defense, a counterclaim, or other basis for relief in respect of the right exercise of, its remedies in respect of any party hereto deposits, insurance proceeds, condemnation awards or other monies or other collateral or letters of credit securing the Note; (other than f) relieve Borrower of any of its obligations under any indemnity delivered by Borrower to City; or (g) affect in any way the Issuer) to obtain validity of any guarantee or indemnity from any person of all or any of the appointment obligations evidenced and secured by this Note and the Agency Deed of Trust. The foregoing provisions of this paragraph are limited by the provision that in the event of the occurrence of a receiver default, Borrower and its successors and assigns shall have personal liability hereunder for any deficiency judgment, but only if and to the extent Borrower, its principals, shareholders, partners or (v) constitute a waiver its successors and assigns received rentals, other revenues, or other payments or proceeds in respect of any right the mortgaged Property after the occurrence of such default, which any party hereto (rentals, other than the Issuer) may revenues, or other payments or proceeds have under any applicable insolvency laws to file a claim not been used for the full amount payment of ordinary and reasonable operating expenses of the indebtedness or obligations secured by mortgaged Property, ordinary and reasonable capital improvements to the Indenture or to require that the Collateral shall continue to secure all mortgaged Property, debt service, real estate taxes in respect of the indebtedness mortgaged Property and basic management fees, but not incentive fees, payable to an entity or obligations owing to the Noteholders person unaffiliated with Borrower in accordance connection with the Notes operation of the mortgaged Property, which are then due and payable. Notwithstanding the Transaction Documents to which the Issuer is a first sentence of this paragraph, City may recover directly from Borrower or from any other party.:

Limited Recourse. Notwithstanding any other provision of this Agreement, anything to the Notes or the Indenturecontrary contained herein, the obligations of the Issuer hereunder and thereunder CP Conduit Purchasers under this Agreement are limited-recourse solely the cor- porate obligations of the Issuer. Such CP Conduit Purchasers and, in the case of obligations of the CP Conduit Purchasers other than Commercial Paper, shall be payable at such time as funds are non-recourse actually received by, or are available to, the CP Conduit Purchasers in excess of funds necessary to pay in full all outstanding Commercial Paper and, to the Issuerextent funds are not available to pay such obligations, its assets and its property other than the Collateral, and are payable solely from claims relating thereto shall not constitute a claim against the Collateral, subject CP Conduit Purchasers but shall continue to accrue. Each party hereto agrees that the payment of any prior security interests therein, and following realization claim (as defined in Section 101 of Title 11 of the Collateral, any claims Bankruptcy Code) of any such party hereto under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstatedsubordinated to the payment in full of all Commercial Paper. No recourse under any obligation, covenant or agreement of the CP Conduit Purchasers contained in this Agreement shall be had against any principalincorporator, stockholder, officer, director, member, manager, employee or agent of the CP Conduit Purchasers, the Administrative Agent, the Manager or any of their Affiliates (solely by virtue of such capacity) by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely a corporate obligation of the CP Conduit Purchasers, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, employee, beneficiary, shareholder, partnerdirector, member, trusteemanager, employee or agent or affiliate of the Issuer CP Conduit Purchasers, the Administrative Agent, the Manager or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, of their Affiliates (solely by virtue of such capacity) or any successors of them under or assigns by reason of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder obligations, covenants or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation agreements of the Issuer to perform and observe the obligations CP Conduit Purchasers contained in this Agreement, the Notes or implied therefrom, and the other Transaction Documents to which the Issuer is a party by that any action or proceeding wherein a money judgment establishing any and all personal liability shall be sought against for breaches by the IssuerCP Conduit Purchasers of any of such obligations, subject to the following sentencecovenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the Exculpated Parties. It is understood execution of this Agreement; provided that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon relieve any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of Person from any Person to name the Issuer liability it might otherwise have as a party defendant in any action result of fraudulent actions taken or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured fraudulent omissions made by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partythem.