Common use of Recourse Against Certain Parties Clause in Contracts

Recourse Against Certain Parties. No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender pursuant hereto or in connection herewith shall be had against any administrator of the Borrower or the Lender or any incorporator, affiliate, stockholder, officer, employee or director of the Borrower or the Lender or of any such administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower or the Lender pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower or the Lender or any incorporator, stockholder, affiliate, officer, employee or director of the Borrower or the Lender or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Borrower or the Lender contained in this Agreement or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of every such administrator of the Borrower or the Lender and each incorporator, stockholder, affiliate, officer, employee or director of the Borrower or the Lender or of any such administrator, or any of them, for breaches by the Borrower or the Lender of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 9.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, including the payment of any fees or any other obligations) of each Agent, any Secured Party, the Lender Backup Servicer, the Account Bank, Regional Management, or the Borrower as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any manager or administrator of the Borrower or the Lender such Person or any incorporator, affiliateAffiliate, stockholder, officer, employee or director of the Borrower or the Lender such Person or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto the Agents, any Secured Party, the Backup Servicer and the Account Bank contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in any way such corporate obligations of such party)Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower or the Lender any such Person or any incorporator, stockholder, affiliateAffiliate, officer, employee or director of the Borrower or the Lender such Person or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Borrower or the Lender such Person contained in this Agreement or in any other such instruments, documents or agreements, or which that are implied therefrom, and that any and all personal liability of every such administrator of the Borrower or the Lender such Person and each incorporator, stockholder, affiliateAffiliate, officer, employee or director of the Borrower or the Lender such Person or of any such administrator, or any of them, for breaches by the Borrower or the Lender such Person of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. . (b) Each of the parties to this Agreement hereby (i) acknowledges and agrees that no Conduit Lender shall have any obligation to pay any amounts under this Agreement unless and until such Conduit Lender shall have received such amounts in respect of its Loans and (ii) agrees that no Conduit Lender shall have any obligation to pay any amounts constituting fees, a reimbursement for expenses, or indemnities (collectively, “Expense Claims”), and such Expense Claims shall not constitute a claim (as defined in Section 101 of Title 11 of the Bankruptcy Code or any similar law under another jurisdiction) against any Conduit Lender, unless or until such Conduit Lender has received amounts sufficient to pay such Expense Claims from amounts received by it in respect of its Loans and such amounts are not required to pay its indebtedness for borrowed money. (c) The provisions of this Section 9.09 shall survive the termination of this Agreement. (d) No claim may be made by the Borrower, the Servicer or any of their Affiliates or any other Person against the Administrative Agent, any Agent, any Lender, the Backup Servicer, the Account Bank, or any of their Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages (including lost profits) arising out of or related to the transactions contemplated by this Agreement, and each of the Borrower and the Servicer, to the extent permitted by Applicable Law, hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender Agent or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower Agent or the Lender any Secured Party pursuant hereto or in connection herewith shall be had against any administrator of the Borrower Agent or the Lender any Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of the Borrower Agent or the Lender any Secured Party or of any such administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower Agent or the Lender any Secured Party pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 11.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower Agent or the Lender any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the Borrower Note Purchaser or the Lender Agent or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Borrower Agent or the Lender any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of every such administrator of the Borrower Agent or the Lender any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Borrower Agent or the Lender any Secured Party or of any such administrator, or any of them, for breaches by the Borrower Agent or the Lender any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. . (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor, the Equityholder or the Servicer or any other Person against the Agent or any Secured Party or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower, the Transferor, the Equityholder and the Servicer each hereby waives, releases, and agrees not to ▇▇▇ upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Loan Assets is intended to be assumed by the Agent or any Secured Party under or as a result of this Agreement and the transactions contemplated hereby. (d) The provisions of this Section 9.09 11.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender party hereto as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any administrator of the Borrower or the Lender or any incorporator, affiliate, stockholder, officer, employee or director of the Borrower or the Lender or of any such administrator, as suchparty hereto, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in any way such corporate obligations of such party)hereto, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower or the Lender or any incorporator, stockholder, affiliate, officer, employee or director of the Borrower or the Lender or of any such administrator, as such, or any of them, party under or by reason of any of the obligations, covenants or agreements of the Borrower or the Lender such party hereto contained in this Agreement or in any other such instruments, documents or agreements, or which that are implied therefrom, and that any and all personal liability of every such administrator of the Borrower or the Lender and each incorporator, stockholder, affiliate, officer, employee or director of the Borrower or the Lender or of any such administratorparty, or any of them, for breaches by the Borrower or the Lender any party hereto of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions Notwithstanding the foregoing, the Lender shall not be deemed to have waived any legal rights which they may have and, to the extent of this Section 9.09 such rights, shall survive have recourse against any incorporator, affiliate, stockholder, officer, employee or director of the termination Borrowers to the extent of any loss, cost or expense incurred in whole or in part from any such Person’s (i) willful misconduct, fraud, theft, misappropriation of funds or criminal acts, (ii) intentional interference with the Lender’s Lien on the Collateral or rights with respect thereto, (iii) disposition of Collateral in violation of the terms of this Agreement, (iv) action in furtherance of an Insolvency Event with respect to any Borrower, (v) action in furtherance of the consolidation of the Borrower’s assets with the assets of any other Person or (vi) action in furtherance of the dissolution or liquidation of any Borrower.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Equityholder as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any administrator of the Borrower or the Lender or any incorporator, affiliate, stockholder, officer, employee partner, employee, member, manager or director of the Borrower Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Lender or of any such administrator, as such, Equityholder by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto the Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Equityholder contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, the Borrower, the Collateral Manager, the Seller or the Equityholder, and that no personal liability whatsoever shall attach to or be incurred by the Administrative Agent, any administrator of Secured Party, the Borrower Borrower, the Collateral Manager, the Seller or the Lender Equityholder or any incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the Borrower Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Lender or of any such administrator, as such, or any of them, Equityholder under or by reason of any of the obligations, covenants or agreements of the Borrower Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Lender Equityholder contained in this Agreement or in any other such instruments, documents or agreements, or which that are implied therefrom, and that any and all personal liability of every such administrator of the Borrower Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Lender Equityholder and each incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the Borrower Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Lender or of any such administratorEquityholder, or any of them, for breaches by the Borrower Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Lender Equityholder of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. ; provided that, the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee, member, manager or director of the Borrower, the Collateral Manager, the Seller or the Equityholder to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Collateral Manager, the Seller or the Equityholder or any other Person against the Administrative Agent and the Secured Parties or their respective Affiliates, directors, officers, employees, member, manager, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each of the Borrower and the Collateral Manager hereby waives, releases, and agrees not to s▇▇ upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Loans is intended to be assumed by the Administrative Agent and the Secured Parties under or as a result of this Agreement and the transactions contemplated hereby. (d) The provisions of this Section 9.09 12.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender party hereto as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any administrator of the Borrower or the Lender or any incorporator, affiliate, stockholder, officer, employee or director of the Borrower or the Lender or of any such administrator, as suchparty hereto, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in any way such corporate obligations of such party)hereto, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower or the Lender or any incorporator, stockholder, affiliate, officer, employee or director of the Borrower or the Lender or of any such administrator, as such, or any of them, party under or by reason of any of the obligations, covenants or agreements of the Borrower or the Lender such party hereto contained in this Agreement or in any other such instruments, documents or agreements, or which that are implied therefrom, and that any and all personal liability of every such administrator of the Borrower or the Lender and each incorporator, stockholder, affiliate, officer, employee or director of the Borrower or the Lender or of any such administratorparty, or any of them, for breaches by the Borrower or the Lender any party hereto of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions Notwithstanding the foregoing, the Administrative Agent and the Lenders shall not be deemed to have waived any legal rights which they may have and, to the extent of such rights, shall have recourse against any incorporator, affiliate, stockholder, officer, employee or director of Borrower or the initial Servicer, to the extent of any loss, cost or expense incurred in whole or in part from any such Person’s (i) willful misconduct; (ii) fraud; (iii) theft or misappropriation of funds; (iv) criminal acts; (v) intentional interference with the Administrative Agent’s Lien in the Collateral or rights with respect thereto (except pursuant to a court order or otherwise as required by applicable law); (vi) disposition of any Eligible Receivables or other Collateral in violation of the terms of this Section 9.09 shall survive Agreement (except pursuant to a court order or otherwise as required by applicable law); (vii) filing, initiating or consenting to the termination filing of an involuntary petition under any chapter of the Bankruptcy Code with respect to the Borrower; (viii) violation of the separateness covenants of the Borrower set forth herein and/or the Borrower’s operating agreement resulting in the consolidation of the Borrower’s assets with the assets of any other Person; or (ix) voluntarily seeking, causing or taking any action to effect a dissolution or liquidation of the Borrower. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by any party hereto against any other party hereto or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each of the parties hereto hereby waives, releases, and agrees not to ▇▇▇ upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Receivables is intended to be assumed by the Secured Parties under or as a result of this AgreementAgreement and the transactions contemplated hereby.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender Seller as contained in this Agreement Agreement, any other Loan Document or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto to or in connection herewith with this Agreement or any other Loan Document shall be had against any administrator of the Borrower or the Lender or any stockholder, incorporator, affiliatepartner, stockholdermember, manager, authorized representative, officer, employee employee, personnel or director of the Borrower or the Lender or of any such administrator, as such, Seller by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; otherwise it being expressly agreed and understood that the agreements of each party hereto the Seller contained in this Agreement Agreement, any other Loan Document and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto to or in connection herewith with this Agreement or any other Loan Document are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in any way such corporate obligations of such party)the Seller, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower or the Lender or any stockholder, incorporator, stockholderpartner, affiliatemember, manager, authorized representative, officer, employee employee, personnel or director of the Borrower or the Lender or of any such administrator, as suchSeller, or any of them, under or by reason of any of the obligations, covenants or agreements of the Borrower or the Lender Seller contained in this Agreement Agreement, any other Loan Document or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of every such administrator of the Borrower or the Lender and each stockholder, incorporator, stockholderpartner, affiliatemember, manager, authorized representative, officer, employee employee, personnel or director of the Borrower or the Lender or of any such administratorSeller, or any of them, for breaches by the Borrower or the Lender Seller of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 9.09 9.08(a) shall survive the termination of this Agreement. (b) Notwithstanding any other provision of this Agreement, the obligations of the Buyer under this Agreement and any other Loan Document are limited recourse obligations of the Buyer payable solely from the Collateral and, following realization of the Collateral, and application of the proceeds thereof in accordance with the Priority of Payments and all obligations of and any claims by the Seller against the Buyer hereunder after any such realization and application shall be extinguished and shall not thereafter revive. No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Buyer as contained in this Agreement, any other Loan Document or any other agreement, instrument or document entered into by it pursuant to or in connection with this Agreement or any other Loan Document shall be had against any stockholder, incorporator, partner, member, manager, authorized representative, officer, employee, personnel or director of the Buyer by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise it being expressly agreed and understood that the agreements of the Buyer contained in this Agreement, any other Loan Document and all of the other agreements, instruments and documents entered into by it pursuant to or in connection with this Agreement and any other Loan Document are, in each case, solely the limited liability company obligations of the Buyer, and that no personal liability whatsoever shall attach to or be incurred by any stockholder, incorporator, partner, member, manager, authorized representative, officer, employee, personnel or director of the Buyer or any of them, under or by reason of any of the obligations, covenants or agreements of the Buyer contained in this Agreement, any other Loan Document or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of each stockholder, incorporator, partner, member, manager, authorized representative, officer, employee, personnel or director of the Buyer, or any of them, for breaches by the Buyer of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 9.08(b) shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender Administrative Agent, any Secured Party, the Borrower or the Collateral Manager as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any administrator of the Borrower or the Lender or any incorporator, affiliate, stockholder, officer, employee partner, employee, member, manager or director of the Administrative Agent, any Secured Party, the Borrower or the Lender or of any such administrator, as such, Collateral Manager by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto the Administrative Agent, any Secured Party, the Borrower or the Collateral Manager contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, the Borrower or the Collateral Manager, and that no personal liability whatsoever shall attach to or be incurred by the Administrative Agent, any administrator of Secured Party, the Borrower or Borrower, the Lender Collateral Manager or any incorporator, stockholder, affiliate, officer, employee partner, employee, member, manager or director of the Administrative Agent, any Secured Party, the Borrower or the Lender or of any such administrator, as such, or any of them, Collateral Manager under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, any Secured Party, the Borrower or the Lender Collateral Manager contained in this Agreement or in any other such instruments, documents or agreements, or which that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, any Secured Party, the Borrower or the Lender Collateral Manager and each incorporator, stockholder, affiliate, officer, employee partner, employee, member, manager or director of the Administrative Agent, any Secured Party, the Borrower or the Lender or of any such administratorCollateral Manager, or any of them, for breaches by the Administrative Agent, any Secured Party, the Borrower or the Lender Collateral Manager of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. ; provided that, the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee, member, manager or director of the Borrower or the Collateral Manager to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower or the Collateral Manager or any other Person against the Administrative Agent and the Secured Parties or their respective Affiliates, directors, officers, employees, members, managers attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each of the Borrower and the Collateral Manager hereby waives, releases, and agrees not to ▇▇▇ upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Loans is intended to be assumed by the Administrative Agent and the Secured Parties under or as a result of this Agreement and the transactions contemplated hereby. (d) The provisions of this Section 9.09 12.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender any party hereto as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any administrator of the Borrower or the Lender or any incorporator, affiliate, stockholder, officer, employee or director of the Borrower or the Lender or of any such administrator, as suchparty hereto, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such any party (and nothing in this Section 9.09 shall be construed to diminish in any way such corporate obligations of such party)hereto, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower or the Lender or any incorporator, affiliate, stockholder, affiliate, officer, employee or director of the Borrower or the Lender or of any such administrator, as such, or any of themparty hereto, under or by reason of any of the obligations, covenants or agreements of the Borrower or the Lender such party hereto contained in this Agreement or in any other such instruments, documents or agreements, or which that are implied therefrom, and that any and all personal liability of every such administrator of the Borrower or the Lender and each incorporator, affiliate, stockholder, affiliate, officer, employee or director of the Borrower or the Lender or of any such administratorparty hereto, or any of them, for breaches by the Borrower or the Lender any party hereto of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. . (b) Notwithstanding any contrary provision set forth herein, no claim may be made by any party hereto against any other party hereto or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each of the parties hereto hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) Notwithstanding any other provision of this Agreement to the contrary, recourse in respect of any obligations of the Buyer hereunder shall be limited to the Collateral as applied in accordance with the terms of the Indenture, and on the exhaustion thereof, all obligations of and all claims against the Buyer arising from this Agreement or any transactions contemplated hereby shall be extinguished and shall not thereafter revive. (d) Nothing in this Agreement shall preclude, or be deemed to estop, the Seller (i) from taking any action prior to the expiration of the aforementioned one year and one day (or longer) period in (A) any case or proceeding voluntarily filed or commenced by the Buyer or (B) any involuntary insolvency proceeding filed or commenced by a Person other than the Seller, or (ii) from commencing against the Buyer or any of its properties any legal action which is not a bankruptcy, reorganization, arrangement, insolvency, winding-up, moratorium or liquidation proceeding, subject to the non-recourse provision above. (e) The provisions of this Section 9.09 5.10 shall survive the termination of this Agreement.

Recourse Against Certain Parties. No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender Administrative Agent or the Lenders as contained in this Agreement Guarantee, the Credit Documents or any other agreement, instrument or document entered into by the Borrower Administrative Agent, the Lenders, or the Lender any such party pursuant hereto or thereto or in connection herewith or therewith shall be had against any administrator of the Borrower or Administrative Agent, the Lender Lenders or any incorporator, affiliateAffiliate (direct or indirect), owner, member, partner, stockholder, officer, employee director, employee, agent or director attorney of the Borrower or Administrative Agent, the Lender Lenders or of any such administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto the Administrative Agent and the Lenders contained in this Agreement Guarantee, the Credit Documents and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or thereto or in connection herewith or therewith are, in each case, solely the corporate obligations of such party (the Administrative Agent and nothing in this Section 9.09 shall be construed to diminish in any way such corporate obligations of such party), the Lenders and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower or Administrative Agent, the Lender Lenders or any incorporator, owner, member, partner, stockholder, affiliateAffiliate (direct or indirect), officer, employee director, employee, agent or director attorney of the Borrower or Administrative Agent, the Lender Lenders or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Borrower Administrative Agent or the Lender Lenders contained in this Agreement Guarantee, the Credit Documents or in any other such instruments, documents or agreements, or which that are implied therefrom, and that any and all personal liability of every such administrator of the Borrower Administrative Agent or the Lender Lenders and each incorporator, owner, member, partner, stockholder, affiliate, officer, employee director, employee, agent or director attorney of the Borrower Administrative Agent or the Lender Lenders, or of any such administrator, or any of them, for breaches by the Borrower Administrative Agent or the Lender Lenders of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this AgreementGuarantee. The provisions of this Section 9.09 34 shall survive the termination of this AgreementGuarantee.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Equityholder as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any administrator of the Borrower or the Lender or any incorporator, affiliate, stockholder, officer, partner, member, manager, employee or director of the Borrower Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Lender or of any such administrator, as such, Equityholder by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto the Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Equityholder contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or in connection herewith are, in each case, solely the corporate or limited liability company obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, the Borrower, the Collateral Manager, the Seller or the Equityholder, and that no personal liability whatsoever shall attach to or be incurred by the Administrative Agent, any administrator of Secured Party, the Borrower Borrower, the Collateral Manager, the Seller or the Lender Equityholder or any incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the Borrower Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Lender or of any such administrator, as such, or any of them, Equityholder under or by reason of any of the obligations, covenants or agreements of the Borrower Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Lender Equityholder contained in this Agreement or in any other such instruments, documents or agreements, or which that are implied therefrom, and that any and all personal liability of every such administrator of the Borrower Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Lender Equityholder and each incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the Borrower Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Lender or of any such administratorEquityholder, or any of them, for breaches by the Borrower Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Lender Equityholder of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee, partner, member, manager or director of the Borrower, the Collateral Manager, the Seller or the Equityholder to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Seller, the Collateral Manager or any other Person against the Administrative Agent, the Collateral Agent and the Secured Parties or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each of the Borrower, the Seller and the Collateral Manager hereby waives, releases, and agrees not to ▇▇▇ upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Seller or any other Person against the Collateral Manager or its Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower hereby waives, releases, and agrees not to ▇▇▇ upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (d) Notwithstanding any contrary provision set forth herein, no claim may be made by the Collateral Manager against the Borrower or its Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Collateral Manager hereby waives, releases, and agrees not to ▇▇▇ upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (e) No obligation or liability to any Obligor under any of the Loans is intended to be assumed by the Administrative Agent and the Secured Parties under or as a result of this Agreement and the transactions contemplated hereby. (f) Notwithstanding any other provision of this Agreement, none of the parties to this Agreement may, prior to the date which is one year (or if longer the applicable preference period then in effect) plus one day after the Termination Date, institute against, or join any other Person in instituting against, the Borrower, any bankruptcy, winding up, reorganization, arrangement, insolvency, moratorium or liquidation proceedings, or other proceedings under U.S. federal or state bankruptcy or similar laws of any jurisdiction. Nothing in this Section 12.11(f) shall preclude, or be deemed to estop, the Collateral Agent or any of the other party to this Agreement (i) from taking any action prior to the expiration of the aforementioned period in (y) any case or proceeding voluntarily filed or commenced by the Borrower or (z) any involuntary insolvency proceeding filed or commenced by a Person other than one of the parties to this Agreement, or (ii) from commencing against the Borrower or any of its property any legal action that is not a bankruptcy, winding up, reorganization, arrangement, insolvency, moratorium, liquidation or similar proceeding. It is understood that the foregoing provisions of this paragraph (f) shall not (i) prevent recourse to the Collateral in the manner provided herein for the sums due or to become due under any obligation, instrument or agreement that is part of the Collateral or (ii) constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Loans (to the extent that they evidence debt) or secured by this Agreement until such Collateral has been realized and proceeds distributed in accordance with the provisions of Section 2.7 and Section 2.8, whereupon any outstanding indebtedness or obligation of the Borrower shall be extinguished. It is further understood that the foregoing provisions of this paragraph (f) shall not limit the right of any Person to name the Borrower as a party defendant in any proceeding or in the exercise of any other remedy under this Agreement, 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 Borrower. (g) The provisions of this Section 9.09 12.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender Administrative Agent, any Secured Party, or any Loan Party as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any administrator of the Borrower or the Lender or any incorporator, affiliate, stockholder, member, officer, employee partner, employee, administrator, partner, organizer or director of the Borrower Administrative Agent, any Secured Party, or the Lender or of any such administrator, as such, Loan Party by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto the Administrative Agent, any Secured Party, or any Loan Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, or any Loan Party, and that no personal liability whatsoever shall attach to or be incurred by the Administrative Agent, any administrator of the Borrower or the Lender Secured Party, any Loan Party or any incorporator, stockholder, affiliate, officer, partner, employee or director of the Borrower or the Lender or of Administrative Agent, any such administrator, as suchSecured Party, or any of them, Loan Party under or by reason of any of the obligations, covenants or agreements of the Borrower Administrative Agent, any Secured Party, or the Lender any Loan Party contained in this Agreement or in any other such instruments, documents or agreements, or which that are implied therefrom, and that any and all personal liability of every such administrator of the Borrower Administrative Agent, any Secured Party, or the Lender any Loan Party and each incorporator, stockholder, affiliate, officer, partner, employee administrator, partner, organizer or director of the Borrower Administrative Agent, any Secured Party or the Lender or of any such administratorLoan Party, or any of them, for breaches by the Borrower Administrative Agent, any Secured Party, or the Lender any Loan Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. ; provided that the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee or director of any Loan Party to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by any Loan Party or any other Person against the Administrative Agent and the Secured Parties or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each Loan Party hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Loans is intended to be assumed by the Administrative Agent and the Secured Parties under or as a result of this Agreement and the transactions contemplated hereby. (d) The provisions of this Section 9.09 12.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the any Lender as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the such Lender pursuant hereto or in connection herewith shall be had against any administrator of the Borrower or the such Lender or any incorporator, affiliate, stockholder, officer, employee or director of the Borrower or the such Lender or of any such administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower or the any Lender pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower or the any Lender or any incorporator, stockholder, affiliate, officer, employee or director of the Borrower or the such Lender or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Borrower or the such Lender contained in this Agreement or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of every such administrator of the Borrower or the any Lender and each incorporator, stockholder, affiliate, officer, employee or director of the Borrower or the such Lender or of any such administrator, or any of them, for breaches by the Borrower or the such Lender of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 9.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender Seller as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any administrator of the Borrower or the Lender Seller or any incorporator, affiliate, stockholder, officer, employee employee, shareholder or director of the Borrower or the Lender Seller or of any such administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto the Seller contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in any way such corporate obligations of such party)the Seller, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower or the Lender Seller or any incorporator, stockholder, affiliate, officer, employee employee, shareholder or director of the Borrower or the Lender Seller or of any such administrator, as such, or any of other them, under or by reason of any of the obligations, covenants or agreements of the Borrower or the Lender Seller contained in this Agreement or in any other such instruments, documents or agreements, or which that are implied therefrom, and that any and all personal liability of every such administrator of the Borrower or the Lender Seller and each incorporator, stockholder, affiliate, officer, employee or director of the Borrower or the Lender Seller or of any such administrator, or any of them, for breaches by the Borrower or the Lender Seller of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 9.09 10.19(a) shall survive the termination of this Agreement. (b) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Buyer as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any administrator of the Buyer or any incorporator, officer, employee, shareholder or director of the Buyer or of any such administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Buyer contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of the Buyer, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Buyer or any incorporator, officer, employee, shareholder or director of the Buyer or of any such administrator, as such, or any other them, under or by reason of any of the obligations, covenants or agreements of the Buyer contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Buyer and each incorporator, officer, employee or director of the Buyer or of any such administrator, or any of them, for breaches by the Buyer of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 10.19(b) shall survive the termination of this Agreement. (c) From and after the Closing Date, the Buyer shall have the right, in its discretion, to direct all Obligors to henceforth direct their payments to the respective Obligor Account.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant covenant, or agreement (including, without limitation, including the payment of any fees or any other obligations) of the Lender each Agent or any Secured Party as contained in this Agreement or any other agreement, instrument instrument, or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any such Person or any manager or administrator of the Borrower or the Lender such Person or any incorporator, affiliate, stockholder, officer, employee employee, or director of such Person or of the Borrower or the Lender or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto the Agents and any Secured Party contained in this Agreement and all of the other agreements, instruments instruments, and documents entered into by the Borrower or the Lender it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in any way such corporate obligations of such party)Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower or the Lender any such Person or any incorporator, stockholder, affiliate, officer, employee employee, or director of the Borrower or the Lender such Person or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants covenants, or agreements of the Borrower or the Lender such Person contained in this Agreement or in any other such instruments, documents documents, or agreements, or which that are implied therefrom, and that any and all personal liability of every such administrator of the Borrower or the Lender such Person and each incorporator, stockholder, affiliate, officer, employee employee, or director of the Borrower or the Lender such Person or of any such administrator, or any of them, for breaches by the Borrower or the Lender such Person of any such obligations, covenants covenants, or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 9.09 shall survive the termination of this Agreement. (b) Notwithstanding anything in this Agreement or any other Basic Document to the contrary, the obligations of any Lender under this Agreement are solely the obligations of such Lender and shall be payable at such time as funds are received by or are available to such Lender in excess of funds necessary to pay in full all outstanding Commercial Paper Notes of such Lender, and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against such Lender but shall continue to accrue. Each Agent, each Secured Party, and each other party to this Agreement agrees that the payment of any claim (as defined in the Bankruptcy Code) of any such party shall be subordinated to the payment in full of all Commercial Paper Notes. (c) The provisions of this Section shall survive the termination of this Agreement.

Recourse Against Certain Parties. No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any administrator of the Borrower or the Lender or any incorporator, affiliate, stockholder, officer, employee or director of the Borrower or the Lender or of any such administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto the Lender contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or in connection herewith are, in each case, solely the corporate limited liability company obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in any way such corporate obligations of such party)the Lender, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower or the Lender or any incorporatororganizer, stockholdermember, affiliate, officer, employee or director of the Borrower or the Lender or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Borrower or the Lender contained in this Agreement or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of every such administrator of the Borrower or the Lender and each incorporatororganizer, stockholdermember, affiliate, officer, employee or director of the Borrower or the Lender or of any such administrator, or any of them, for breaches by the Borrower or the Lender of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 9.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Collateral Agent, the Seller or the Equityholder as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any administrator of the Borrower or the Lender or any incorporator, affiliate, stockholder, officer, partner, member, manager, employee or director of the Borrower Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Collateral Agent, the Seller or the Lender or of any such administrator, as such, Equityholder by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto the Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Collateral Agent, the Seller or the Equityholder contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or in connection herewith are, in each case, solely the corporate or limited liability company obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, the Borrower, the Collateral Manager, the Collateral Agent, the Seller or the Equityholder, and that no personal liability whatsoever shall attach to or be incurred by the Administrative Agent, any administrator of Secured Party, the Borrower Borrower, the Collateral Manager, the Collateral Agent, the Seller or the Lender Equityholder or any incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the Borrower Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Collateral Agent, the Seller or the Lender or of any such administrator, as such, or any of them, Equityholder under or by reason of any of the obligations, covenants or agreements of the Borrower Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Collateral Agent, the Seller or the Lender Equityholder contained in this Agreement or in any other such instruments, documents or agreements, or which that are implied therefrom, and that any and all personal liability of every such administrator of the Borrower Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Collateral Agent, the Seller or the Lender Equityholder and each incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the Borrower Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Collateral Agent, the Seller or the Lender or of any such administratorEquityholder, or any of them, for breaches by the Borrower Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Collateral Agent, the Seller or the Lender Equityholder of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee, partner, member, manager or director of the Borrower, the Collateral Manager, the Collateral Agent, the Seller or the Equityholder to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Collateral Manager, the Seller or any other Person against the Administrative Agent and the Secured Parties or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each of the Borrower, the Seller and the Collateral Manager hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower against the Collateral Manager or its Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (d) Notwithstanding any contrary provision set forth herein, no claim may be made by the Collateral Manager against the Borrower or its Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Collateral Manager hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (e) Notwithstanding anything to the contrary contained in this Agreement, the obligations of each Conduit Lender under this Agreement and all other Transaction Documents are solely the corporate obligations of such Conduit Lender and shall be payable solely to the extent of funds received by such Conduit Lender from the Borrower in accordance herewith or from any party to any Transaction Document in accordance with the terms thereof in excess of funds necessary to pay such Conduit ▇▇▇▇▇▇’s matured and maturing commercial paper or other rated indebtedness and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against such Conduit Lender but shall continue to accrue. The payment of any claim (as defined in Section 101 of Title 11 of the Bankruptcy Code) of any party to this Agreement or any other Transaction Document against a Conduit Lender shall be subordinated to the payment in full of all of such Conduit ▇▇▇▇▇▇’s commercial paper and other rated indebtedness. No recourse under or with respect to any obligation, covenant or agreement of any Conduit Lender as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person or any incorporator, stockholder, member, officer, employee or director of such Person or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise. (f) No obligation or liability to any Obligor under any of the Loans is intended to be assumed by the Administrative Agent and the Secured Parties under or as a result of this Agreement and the transactions contemplated hereby. (g) The provisions of this Section 9.09 13.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender Administrative Agent, the Seller, the Servicer, the Originator or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any administrator of the Borrower Administrative Agent, the Seller, the Servicer, the Originator or the Lender any Secured Party, or any incorporator, affiliate, stockholder, officer, employee or director of the Borrower Administrative Agent, the Seller, the Servicer, the Originator or the Lender any Secured Party, or of any such administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto the Administrative Agent, the Seller, the Servicer, the Originator or any Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or in connection herewith are, in each case, solely the corporate or limited liability company obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in the Administrative Agent, the Seller, the Servicer, the Originator or any way such corporate obligations of such party)Secured Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower Administrative Agent, the Seller, the Servicer, the Originator or the Lender any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the Borrower Administrative Agent, the Seller, the Servicer, the Originator or the Lender any Secured Party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Borrower Administrative Agent, the Seller, the Servicer, the Originator or the Lender any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or which that are implied therefrom, and that any and all personal liability of every such administrator of the Borrower Administrative Agent, the Seller, the Servicer, the Originator or the Lender any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Borrower Administrative Agent, the Seller, the Servicer, the Originator or the Lender any Secured Party or of any such administrator, or any of them, for breaches by the Borrower Administrative Agent, the Seller, the Servicer, the Originator or the Lender any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 9.09 13.11(a) shall survive the termination of this Agreement. (b) [Intentionally omitted.] (c) Notwithstanding any contrary provision set forth herein, no claim may be made by the Seller, the Originator or the Servicer or any other Person against the Administrative Agent and the Secured Parties or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Seller, the Originator and the Servicer each hereby waives, releases, and agrees not to s▇▇ upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (d) No obligation or liability to any Obligor under any of the Assets is intended to be assumed by the Administrative Agent and the Secured Parties under or as a result of this Agreement and the transactions contemplated hereby

Recourse Against Certain Parties. No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees Holder or any other obligations) of the Lender as contained in this Agreement Alternative Credit Provider or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any administrator of the Borrower or the Lender or any incorporator, stockholder, affiliate, stockholderofficer, officermember, manager, partner, employee or director of the Borrower such Holder or the Lender or of any such administratorAlternative Credit Provider, as such, by the enforcement of any assessment or assessment, by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto such Holder or Alternative Credit Provider contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in any way such corporate obligations of such party)Holder or Alternative Credit Provider, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower or the Lender or any incorporator, stockholder, affiliate, officer, member, manager, partner, employee or director of the Borrower such Holder or the Lender or of any such administratorAlternative Credit Provider, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Borrower such Holder or the Lender Alternative Credit Provider contained in this Agreement or in any other such instrumentsinstrument, documents document or agreementsagreement, or which are implied therefrom, and that any and all personal liability of every such administrator of the Borrower or the Lender and each incorporator, stockholder, affiliateAffiliate, officer, employee employee, member, manager, partner or director of the Borrower such Holder or the Lender or of any such administrator, or any of them, Alternative Credit Provider for breaches by the Borrower such Holder or the Lender Alternative Credit Provider of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 9.09 7.10 shall survive the termination of this Agreement.

Recourse Against Certain Parties. No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any administrator of the Borrower or the Lender such Secured Party or any incorporator, affiliate, stockholder, member, officer, employee or director of the Borrower or the Lender such Secured Party or of any such administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto such Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in any way such corporate obligations of such party)Secured Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower or the Lender such Secured Party or any incorporator, stockholder, member, affiliate, officer, employee or director of the Borrower or the Lender such Secured Party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Borrower or the Lender such Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or which that are implied therefrom, and that any and all personal liability of every such administrator of the Borrower or the Lender such Secured Party and each incorporator, stockholder, member, affiliate, officer, employee or director of the Borrower or the Lender such Secured Party or of any such administrator, or any of them, for breaches by the Borrower or the Lender such Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 9.09 14.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender Administrative Agent, the Seller, the Servicer, the Originator or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any administrator of the Borrower Administrative Agent, the Seller, the Servicer, the Originator or the Lender any Secured Party, or any incorporator, affiliate, stockholder, officer, employee or director of the Borrower Administrative Agent, the Seller, the Servicer, the Originator or the Lender any Secured Party, or of any such administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto the Administrative Agent, the Seller, the Servicer, the Originator or any Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or in connection herewith are, in each case, solely the corporate or limited liability company obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in the Administrative Agent, the Seller, the Servicer, the Originator or any way such corporate obligations of such party)Secured Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower Administrative Agent, the Seller, the Servicer, the Originator or the Lender any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the Borrower Administrative Agent, the Seller, the Servicer, the Originator or the Lender any Secured Party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Borrower Administrative Agent, the Seller, the Servicer, the Originator or the Lender any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or which that are implied therefrom, and that any and all personal liability of every such administrator of the Borrower Administrative Agent, the Seller, the Servicer, the Originator or the Lender any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Borrower Administrative Agent, the Seller, the Servicer, the Originator or the Lender any Secured Party or of any such administrator, or any of them, for breaches by the Borrower Administrative Agent, the Seller, the Servicer, the Originator or the Lender any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 9.09 shall survive the termination of this Agreement.this

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Equityholder as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any administrator of the Borrower or the Lender or any incorporator, affiliate, stockholder, officer, partner, member, manager, employee or director of the Borrower Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Lender or of any such administrator, as such, Equityholder by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto the Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Equityholder contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or in connection herewith are, in each case, solely the corporate or limited liability company obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, the Borrower, the Collateral Manager, the Seller or the Equityholder, and that no personal liability whatsoever shall attach to or be incurred by the Administrative Agent, any administrator of Secured Party, the Borrower Borrower, the Collateral Manager, the Seller or the Lender Equityholder or any incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the Borrower Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Lender or of any such administrator, as such, or any of them, Equityholder under or by reason of any of the obligations, covenants or agreements of the Borrower Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Lender Equityholder contained in this Agreement or in any other such instruments, documents or agreements, or which that are implied therefrom, and that any and all personal liability of every such administrator of the Borrower Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Lender Equityholder and each incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the Borrower Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Lender or of any such administratorEquityholder, or any of them, for breaches by the Borrower Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Lender Equityholder of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. ; provided that the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee, partner, member, manager or director of the Borrower, the Collateral Manager, the Seller or the Equityholder to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Seller, the Collateral Manager or any other Person against the Administrative Agent and the Secured Parties or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each of the Borrower, the Seller and the Collateral Manager hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower against the Collateral Manager or its Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (d) Notwithstanding any contrary provision set forth herein, no claim may be made by the Collateral Manager against the Borrower or its Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Collateral Manager hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (e) No obligation or liability to any Obligor under any of the Loans is intended to be assumed by the Administrative Agent and the Secured Parties under or as a result of this Agreement and the transactions contemplated hereby. (f) The provisions of this Section 9.09 12.11 shall survive the termination of this Agreement. (g) Wilmington Trust, National Association agrees to accept and act upon instructions or directions pursuant to this Agreement or any document executed in connection herewith sent by unsecured email, facsimile transmission or other similar unsecured electronic methods; provided, however, that any person providing such instructions or directions shall provide to Wilmington Trust, National Association an incumbency certificate listing persons designated to provide such instructions or directions, which incumbency certificate shall be amended whenever a person is added or deleted from the listing. If such person elects to give Wilmington Trust, National Association email or facsimile instructions (or instructions by a similar electronic method) and Wilmington Trust, National Association in its discretion elects to act upon such instructions, Wilmington Trust, National Association’s reasonable understanding of such instructions shall be deemed controlling. Wilmington Trust, National Association shall not be liable for any losses, costs or expenses arising directly or indirectly from Wilmington Trust, National Association’s reliance upon and compliance with such instructions notwithstanding such instructions conflicting with or being inconsistent with a subsequent written instruction. Any person providing such instructions or directions agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to Wilmington Trust, National Association, including without limitation the risk of Wilmington Trust, National Association acting on unauthorized instructions, and the risk of interception and misuse by third parties and acknowledges and agrees that there may be more secure methods of transmitting such instructions than the method(s) selected by it and agrees that the security procedures (if any) to be followed in connection with its transmission of such instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, including the payment of any fees or any other obligations) of each Agent, any Secured Party, the Lender Backup Servicer, the Account Bank, Regional Management, or the Borrower as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any manager or administrator of the Borrower or the Lender such Person or any incorporator, affiliateAffiliate, stockholder, officer, employee or director of the Borrower or the Lender such Person or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto the Agents, any Secured Party, the Backup Servicer and the Account Bank contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in any way such corporate obligations of such party)Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower or the Lender any such Person or any incorporator, stockholder, affiliateAffiliate, officer, employee or director of the Borrower or the Lender such Person or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Borrower or the Lender such Person contained in this Agreement or in any other such instruments, documents or agreements, or which that are implied therefrom, and that any and all personal liability of every such administrator of the Borrower or the Lender such Person and each incorporator, stockholder, affiliateAffiliate, officer, employee or director of the Borrower or the Lender such Person or of any such administrator, or any of them, for breaches by the Borrower or the Lender such Person of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. . (b) Each of the parties to this Agreement hereby (i) acknowledges and agrees that no Conduit Lender shall have any obligation to pay any amounts under this Agreement unless and until such Conduit Lender shall have received such amounts in respect of its Loans and (ii) agrees that no Conduit Lender shall have any obligation to pay any amounts constituting fees, a reimbursement for expenses, or indemnities (collectively, “Expense Claims”), and such Expense Claims shall not constitute a claim (as defined in Section 101 of Title 11 of the Bankruptcy Code or any similar law under another jurisdiction) against any Conduit Lender, unless or until such Conduit Lender has received amounts sufficient to pay such Expense Claims from amounts received by it in respect of its Loans and such amounts are not required to pay its indebtedness for borrowed money. (c) The provisions of this Section 9.09 shall survive the termination of this Agreement. (d) No claim may be made by the Borrower, the Servicer or any of their Affiliates or any other Person against the Administrative Agent, any Agent, any Lender, the Backup Servicer, the Account Bank, or any of their Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages (including lost profits) arising out of or related to the transactions contemplated by this Agreement, and each of the Borrower and the Servicer, to the extent permitted by Applicable Law, hereby waives, releases, and agrees not to ▇▇▇ upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender Administrative Agent, the Purchaser Agents, or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any administrator of the Borrower Administrative Agent, the Purchaser Agents, or the Lender any Secured Party, or any incorporator, affiliate, stockholder, officer, employee or director of the Borrower Administrative Agent, the Purchaser Agents, or the Lender any Secured Party, or of any such administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto the Administrative Agent, the Purchaser Agents, or any Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in the Administrative Agent, the Purchaser Agents, or any way such corporate obligations of such party)Secured Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower Administrative Agent, the Purchaser Agents, or the Lender any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the Borrower Administrative Agent, the Purchaser Agents, or the Lender any Secured Party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Borrower Administrative Agent, the Purchaser Agents, or the Lender any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or which that are implied therefrom, and that any and all personal liability of every such administrator of the Borrower Administrative Agent, the Purchaser Agents, or the Lender any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Borrower Administrative Agent, the Purchaser Agents, or the Lender any Secured Party or of any such administrator, or any of them, for breaches by the Borrower Administrative Agent, the Purchaser Agents, or the Lender any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 9.09 13.11 shall survive the termination of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, no Conduit Purchaser shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Purchaser or such Additional Purchaser, as applicable, after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Purchaser hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Purchaser exceeds the amount available to such Conduit Purchaser to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (c) Notwithstanding any contrary provision set forth herein, no claim may be made by either Seller, any of the Originators or the Servicer or any other Person against the Administrative Agent and the Secured Parties or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each of the Sellers, each of the Originators and the Servicer each hereby waives, releases, and agrees not to ▇▇▇ upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (d) No obligation or liability to any Obligor under any of the Loans is intended to be assumed by the Administrative Agent and the Secured Parties under or as a result of this Agreement and the transactions contemplated hereby

Recourse Against Certain Parties. No (a) Except as otherwise provided in Section 13.11 and Article XIV of the Credit Agreement, no recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender a Seller as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any administrator of the Borrower or the Lender or any incorporator, affiliateofficer, stockholder, officertrustee, employee or director of the Borrower or the Lender or of any such administratorSeller, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto such Seller contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations limited liability company or statutory trust obligations, as the case may be, of such party (and nothing in this Section 9.09 shall be construed to diminish in any way such corporate obligations of such party)Seller, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower or the Lender or any incorporator, stockholderofficer, affiliate, officertrustee, employee or director of the Borrower or the Lender or of any such administratorSeller, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Borrower or the Lender such Seller contained in this Agreement or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of every such administrator of the Borrower or the Lender and each incorporator, stockholderofficer, affiliate, officertrustee, employee or director of the Borrower or the Lender or of any such administratorSeller, or any of them, for breaches by the Borrower or the Lender such Seller of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions . (b) Except as otherwise provided in Section 13.11 and Article XIV of the Credit Agreement, no recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Buyer as contained in this Section 9.09 Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall survive be had against any incorporator, officer, trustee, employee or director of the termination Buyer, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Buyer contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the statutory trust obligations of the Buyer, and that no personal liability whatsoever shall attach to or be incurred by any incorporator, officer, trustee, employee or director of the Buyer, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Buyer contained in this Agreement or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of each incorporator, officer, trustee, employee or director of the Buyer, or any of them, for breaches by the Buyer of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender any party hereto as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any administrator of the Borrower or the Lender such party or any incorporator, affiliate, stockholder, officer, employee or director of the Borrower or the Lender such party or of any such administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each such party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in any way such corporate obligations of such party), ; and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower or the Lender such party or any incorporator, stockholder, affiliate, officer, employee or director of the Borrower or the Lender such party or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Borrower or the Lender such party contained in this Agreement or in any other such instrumentsinstrument, documents document or agreementsagreement, or which are implied therefrom, and that any and all personal liability of every such administrator of the Borrower or the Lender such party and each incorporator, stockholder, affiliate, officer, employee or director of the Borrower or the Lender such party or of any such administrator, or any of them, for breaches by the Borrower or the Lender such party of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of of, and in consideration for for, the execution of this Agreement. (b) Notwithstanding anything contained in this Agreement, each Lender that is an Issuer shall have no obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Issuer after paying or making provision for the payment of the Commercial Paper Notes issued by it. All payment obligations of such Issuer hereunder are contingent upon the availability of funds in excess of the amounts necessary to pay the Commercial Paper Notes issued by it; and each party to this Agreement agrees that they shall not have a claim under Section 101(5) of the United States Bankruptcy Code if and to the extent that any such payment obligation exceeds the amount available to such Issuer to pay such amounts after paying or making provision for the payment of the Commercial Paper Notes. (c) The provisions of this Section 9.09 16.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Equityholder as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any administrator of the Borrower or the Lender or any incorporator, affiliate, stockholder, officer, employee partner, employee, member, manager or director of the Borrower Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Lender or of any such administrator, as such, Equityholder by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto the Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Equityholder contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, the Borrower, the Collateral Manager, the Seller or the Equityholder, and that no personal liability whatsoever shall attach to or be incurred by the Administrative Agent, any administrator of Secured Party, the Borrower Borrower, the Collateral Manager, the Seller or the Lender Equityholder or any incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the Borrower Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Lender or of any such administrator, as such, or any of them, Equityholder under or by reason of any of the obligations, covenants or agreements of the Borrower Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Lender Equityholder contained in this Agreement or in any other such instruments, documents or agreements, or which that are implied therefrom, and that any and all personal liability of every such administrator of the Borrower Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Lender Equityholder and each incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the Borrower Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Lender or of any such administratorEquityholder, or any of them, for breaches by the Borrower Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Lender Equityholder of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. ; provided that, the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee, member, manager or director of the Borrower, the Collateral Manager, the Seller or the Equityholder to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Collateral Manager, the Seller or the Equityholder or any other Person against the Administrative Agent and the Secured Parties or their respective Affiliates, directors, officers, employees, member, manager, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each of the Borrower and the Collateral Manager hereby waives, releases, and agrees not to ▇▇▇ upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Loans is intended to be assumed by the Administrative Agent and the Secured Parties under or as a result of this Agreement and the transactions contemplated hereby. (d) The provisions of this Section 9.09 12.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender Administrative Agent or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any administrator of the Borrower or the Lender any such Person or any incorporator, affiliate, stockholder, officer, employee or director of the Borrower Administrative Agent or the Lender any Secured Party or of any such administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower Administrative Agent or the Lender any Secured Party pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 11.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower or the Lender or any incorporator, stockholder, affiliate, officer, employee or director of the Borrower or the Lender or of any such administrator, as such, or any of themPerson, under or by reason of any of the obligations, covenants or agreements of the Borrower Administrative Agent or the Lender any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of every such administrator of the Borrower or the Lender any such Person and each incorporator, stockholder, affiliate, officer, employee or director of the Borrower or the Lender any such Person or of any such administrator, or any of them, for breaches by the Borrower Administrative Agent or the Lender any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor or the Servicer or any other Person against the Administrative Agent or any Secured Party or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower, the Transferor and the Servicer each hereby waives, releases, and agrees not to s▇▇ upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Loan Assets is intended to be assumed by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 9.09 11.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender party hereto as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any administrator of the Borrower or the Lender or any incorporator, affiliate, stockholder, officer, employee or director of the Borrower or the Lender or of any such administrator, as suchparty hereto, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in any way such corporate obligations of such party)hereto, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower or the Lender or any incorporator, stockholder, affiliate, officer, employee or director of the Borrower or the Lender or of any such administrator, as such, or any of them, party under or by reason of any of the obligations, covenants or agreements of the Borrower or the Lender such party hereto contained in this Agreement or in any other such instruments, documents or agreements, or which that are implied therefrom, and that any and all personal liability of every such administrator of the Borrower or the Lender and each incorporator, stockholder, affiliate, officer, employee or director of the Borrower or the Lender or of any such administratorparty, or any of them, for breaches by the Borrower or the Lender any party hereto of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions Notwithstanding the foregoing, the Administrative Agent and the Lenders shall not be deemed to have waived any legal rights which they may have and, to the extent of this Section 9.09 such rights, shall survive have recourse against any incorporator, affiliate, stockholder, officer, employee or director of Borrower, initial Servicer, Originator or Guarantor to the termination extent of any loss, cost or expense incurred in whole or in part from any such Person’s (A) willful misconduct; (B) fraud; (C) theft or misappropriation of funds; (D) criminal acts; (E) intentional interference with the Administrative Agent’s Lien in the Collateral or rights with respect thereto; (F) disposition of any Eligible Loans or other Collateral in violation of the terms of this Agreement; (G) action in furtherance of an Insolvency Event with respect to the Borrower; (H) action in furtherance of the consolidation of the Borrower’s assets with the assets of any other Person; or (I) action in furtherance of the dissolution or liquidation of the Borrower. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by any party hereto against any other party hereto or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each of the parties hereto hereby waives, releases, and agrees not to s▇▇ upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Loans is intended to be assumed by the Secured Parties under or as a result of this Agreement and the transactions contemplated hereby.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender Facility Agent, any Secured Party, the Borrower, the Equityholder, the Transferor or the Servicer as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any administrator of the Borrower or the Lender any such Person or any incorporator, affiliate, stockholder, officer, employee or director of the Borrower Facility Agent, any Secured Party, the Borrower, the Equityholder, the Transferor or the Lender Servicer or of any such administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower Facility Agent, any Secured Party, the Borrower, the Equityholder, the Transferor or the Lender Servicer pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 11.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any such Person or any administrator of the Borrower or the Lender or any incorporator, stockholder, affiliate, officer, employee or director of the Borrower or the Lender or of any such administrator, as such, or any of themPerson, under or by reason of any of the obligations, covenants or agreements of the Borrower Facility Agent, any Secured Party, the Borrower, the Equityholder, the Transferor or the Lender Servicer contained in this Agreement or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of every such administrator of the Borrower or the Lender any such Person and each incorporator, stockholder, affiliate, officer, employee or director of the Borrower or the Lender any such Person or of any such administrator, or any of them, for breaches by the Borrower Facility Agent, any Secured Party, the Borrower, the Equityholder, the Transferor or the Lender Servicer of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. Without limitation of the foregoing, no recourse shall be had for the payment of any amount owing in respect of the Advances by the Borrower against the Equityholder, the Servicer, or any Affiliate, shareholder, manager, officer, director, employee or member of the Borrower, the Equityholder, the Servicer or their respective successors or assigns. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by any party to this Agreement against any other party to this Agreement or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each party hereto hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected; provided that, nothing contained in this sentence shall limit the Borrower’s indemnification obligations hereunder to the extent such damages are included in a third party claim in connection with which an Indemnified Party is entitled to indemnification hereunder. (c) No obligation or liability to any Obligor under any of the Loans is intended to be assumed by the Facility Agent, the Lenders or any other Secured Party under or as a result of this Agreement and/or the transactions contemplated hereby. (d) The provisions of this Section 9.09 11.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, including the payment of any fees or any other obligations) of the Lender each Agent or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any such Person or any manager or administrator of the Borrower or the Lender such Person or any incorporator, affiliate, stockholder, officer, employee or director of such Person or of the Borrower or the Lender or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto the Agents and any Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in any way such corporate obligations of such party)Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower or the Lender any such Person or any incorporator, stockholder, affiliate, officer, employee or director of the Borrower or the Lender such Person or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Borrower or the Lender such Person contained in this Agreement or in any other such instruments, documents or agreements, or which that are implied therefrom, and that any and all personal liability of every such administrator of the Borrower or the Lender such Person and each incorporator, stockholder, affiliate, officer, employee or director of the Borrower or the Lender such Person or of any such administrator, or any of them, for breaches by the Borrower or the Lender such Person of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 9.09 shall survive the termination of this Agreement. (b) Notwithstanding anything in this Agreement or any other Basic Document to the contrary, the obligations of any Lender under this Agreement are solely the obligations of such Lender and shall be payable at such time as funds are received by or are available to such Lender in excess of funds necessary to pay in full all outstanding Commercial Paper Notes of such Lender, and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against such Lender but shall continue to accrue. Each Agent, each Secured Party and each other party to this Agreement agrees that the payment of any claim (as defined in the Bankruptcy Code) of any such party shall be subordinated to the payment in full of all Commercial Paper Notes. (c) The provisions of this Section shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender Seller as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any administrator of the Borrower or the Lender Seller or any incorporator, affiliate, stockholder, officer, employee or director of the Borrower or the Lender Seller or of any such administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto the Seller contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in any way such corporate obligations of such party)the Seller, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower or the Lender Seller or any incorporator, stockholder, affiliate, officer, employee or director of the Borrower or the Lender Seller or of any such administrator, as such, or any of other them, under or by reason of any of the obligations, covenants or agreements of the Borrower or the Lender Seller contained in this Agreement or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of every such administrator of the Borrower or the Lender Seller and each incorporator, stockholder, affiliate, officer, employee or director of the Borrower or the Lender Seller or of any such administrator, or any of them, for breaches by the Borrower or the Lender Seller of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 9.09 9.16(a) shall survive the termination of this Agreement. (b) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Buyer as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any administrator of the Buyer or any incorporator, officer, employee or director of the Buyer or of any such administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Buyer contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of the Buyer, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Buyer or any incorporator, officer, employee or director of the Buyer or of any such administrator, as such, or any other them, under or by reason of any of the obligations, covenants or agreements of the Buyer contained in this Agreement or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of every such administrator of the Buyer and each incorporator, officer, employee or director of the Buyer or of any such administrator, or any of them, for breaches by the Buyer of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 9.16 (b) shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender Seller as contained in this Agreement Agreement, any other Loan Document or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto to or in connection herewith with this Agreement or any other Loan Document shall be had against any administrator of the Borrower or the Lender or any stockholder, incorporator, affiliatepartner, stockholdermember, manager, authorized representative, officer, employee employee, personnel or director of the Borrower or the Lender or of any such administrator, as such, Seller by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; otherwise it being expressly agreed and understood that the agreements of each party hereto the Seller contained in this Agreement Agreement, any other Loan Document and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto to or in connection herewith with this Agreement or any other Loan Document are, in each case, solely the corporate limited partnership obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in any way such corporate obligations of such party)the Seller, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower or the Lender or any stockholder, incorporator, stockholderpartner, affiliatemember, manager, authorized representative, officer, employee employee, personnel or director of the Borrower or the Lender or of any such administrator, as suchSeller, or any of them, under or by reason of any of the obligations, covenants or agreements of the Borrower or the Lender Seller contained in this Agreement Agreement, any other Loan Document or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of every such administrator of the Borrower or the Lender and each stockholder, incorporator, stockholderpartner, affiliatemember, manager, authorized representative, officer, employee employee, personnel or director of the Borrower or the Lender or of any such administratorSeller, or any of them, for breaches by the Borrower or the Lender Seller of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 9.09 8.08(a) shall survive the termination of this Agreement. (b) Notwithstanding any other provision of this Agreement, the obligations of the Buyer under this Agreement and any other Loan Document are limited recourse obligations of the Buyer payable solely from the Collateral and, following realization of the Collateral, and application of the proceeds thereof in accordance with the Priority of Payments and all obligations of and any claims by the Seller against the Buyer hereunder or in connection herewith after any such realization and application shall be extinguished and shall not thereafter revive. No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Buyer as contained in this Agreement, any other Loan Document or any other agreement, instrument or document entered into by it pursuant to or in connection with this Agreement or any other Loan Document shall be had against any shareholder, incorporator, partner, member, manager, authorized representative, officer, employee, personnel or director of the Buyer by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise it being expressly agreed and understood that the agreements of the Buyer contained in this Agreement, any other Loan Document and all of the other agreements, instruments and documents entered into by it pursuant to or in connection with this Agreement and any other Loan Document are, in each case, solely the corporate obligations of the Buyer, and that no personal liability whatsoever shall attach to or -23- be incurred by any shareholder, incorporator, partner, member, manager, authorized representative, officer, employee, personnel or director of the Buyer or any of them, under or by reason of any of the obligations, covenants or agreements of the Buyer contained in this Agreement, any other Loan Document or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of each stockholder, incorporator, partner, member, manager, authorized representative, officer, employee, personnel or director of the Buyer, or any of them, for breaches by the Buyer of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 8.08(b) shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender any party as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any administrator of the Borrower or the Lender such party or any incorporator, affiliate, stockholder, officer, employee employee, manager or director of the Borrower or the Lender such party or of any such administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each such -------- --------- ------ --- ---------- party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower or the Lender such party or any incorporator, stockholder, affiliate, officer, employee employee, manager or director of the Borrower or the Lender such party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Borrower or the Lender such party contained in this Agreement or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of every such administrator of the Borrower or the Lender such party and each incorporator, stockholder, affiliate, officer, employee employee, manager or director of the Borrower or the Lender such party or of any such administrator, as such, or any of them, for breaches by the Borrower or the Lender such party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 9.09 9.11 shall survive the termination of this Agreement. (b) Notwithstanding anything contained in this Agreement, no Purchaser shall have any obligation to pay any amount required to be paid by it hereunder to the Administrative Agent or any Deal Agent, in excess of any amount available to such Purchaser after paying or making provision for the payment of its Commercial Paper. All payment obligations of a Purchaser hereunder are contingent upon the availability of funds in excess of the amounts necessary to pay Commercial Paper; and the Administrative Agent and each Deal Agent agrees that they shall not have a claim under Section 101(5) of the United State Bankruptcy Code if and 29 to the extent that any such payment obligation exceeds the amount available to a Purchaser to pay such amounts after paying or making provision for the payment of its Commercial Paper.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement agreement, (including, without limitation, the payment of any fees or any other obligations) of any of the Lender Issuer, any Purchaser or any Deal Agent as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any administrator of the Borrower or the Lender such party or any incorporator, affiliate, stockholder, member, manager, officer, employee or director of the Borrower or the Lender such party or of any such administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each such party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower or the Lender such party or any incorporator, stockholder, member, manager, affiliate, officer, employee or director of the Borrower or the Lender such party or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Borrower or the Lender such party contained in this Agreement or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of every such administrator of the Borrower or the Lender such party and each incorporator, stockholder, member, manager, affiliate, officer, employee or director of the Borrower or the Lender such party or of any such administrator, or any of them, for breaches by the Borrower or the Lender such party of any such obligations, covenants or agreements, agreements which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding anything contained in this Agreement or any other Series 2005-1 Transaction Document, no CP Purchaser shall have any obligation to pay any amount required to be paid by it hereunder or thereunder to its Deal Agent, or to any other Person, in excess of any amount available to such CP Purchaser after paying or making provision for the payment of its Commercial Paper. The provisions All payment obligations of this a CP Purchaser hereunder are contingent upon the availability of funds in excess of the amounts necessary to pay Commercial Paper; and each Liquidity Agent, the Issuer and each Deal Agent agrees that they shall not have a "claim" (as defined in Section 9.09 shall survive 101(5) of the termination Bankruptcy Code) if and to the extent that any such payment obligation exceeds the amount available to a CP Purchaser to pay such amounts after paying or making provision for the payment of this Agreementits Commercial Paper.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, including the payment of any fees or any other obligations) of each Agent, any Secured Party, the Lender Backup Servicer, the Account Bank, Regional Management, or the Borrower as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any manager or administrator of the Borrower or the Lender such Person or any incorporator, affiliateAffiliate, stockholder, officer, employee or director of the Borrower or the Lender such Person or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto the Agents, any Secured Party, the Backup Servicer and the Account Bank contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in any way such corporate obligations of such party)Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower or the Lender any such Person or any incorporator, stockholder, affiliateAffiliate, officer, employee or director of the Borrower or the Lender such Person or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Borrower or the Lender such Person 175 contained in this Agreement or in any other such instruments, documents or agreements, or which that are implied therefrom, and that any and all personal liability of every such administrator of the Borrower or the Lender such Person and each incorporator, stockholder, affiliateAffiliate, officer, employee or director of the Borrower or the Lender such Person or of any such administrator, or any of them, for breaches by the Borrower or the Lender such Person of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. . (b) Each of the parties to this Agreement hereby (i) acknowledges and agrees that no Conduit Lender shall have any obligation to pay any amounts under this Agreement unless and until such Conduit Lender shall have received such amounts in respect of its Loans and (ii) agrees that no Conduit Lender shall have any obligation to pay any amounts constituting fees, a reimbursement for expenses, or indemnities (collectively, “Expense Claims”), and such Expense Claims shall not constitute a claim (as defined in Section 101 of Title 11 of the Bankruptcy Code or any similar law under another jurisdiction) against any Conduit Lender, unless or until such Conduit Lender has received amounts sufficient to pay such Expense Claims from amounts received by it in respect of its Loans and such amounts are not required to pay its indebtedness for borrowed money. (c) The provisions of this Section 9.09 shall survive the termination of this Agreement. (d) No claim may be made by the Borrower, the Servicer or any of their Affiliates or any other Person against the Administrative Agent, any Agent, any Lender, the Backup Servicer, the Account Bank, or any of their Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages (including lost profits) arising out of or related to the transactions contemplated by this Agreement, and each of the Borrower and the Servicer, to the extent permitted by Applicable Law, hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender Servicer, the Collateral Custodian, the Account Bank, the Administrative Agent, the Lenders or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower Servicer, the Collateral Custodian, the Account Bank, the Administrative Agent, the Lenders or the Lender any Secured Party pursuant hereto or in connection herewith shall be had against any administrator of the Borrower Servicer, the Collateral Custodian, the Account Bank, the Administrative Agent, the Lenders or the Lender any Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of the Borrower Servicer, the Collateral Custodian, the Account Bank, the Administrative Agent, the Lenders or the Lender any Secured Party or of any such administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower Servicer, the Collateral Custodian, the Account Bank, the Administrative Agent, the Lenders or the Lender any Secured Party pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 11.08 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower Administrative Agent, the Lenders or the Lender any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the Borrower Lenders, the Servicer, the Collateral Custodian, the Account Bank, or the Lender Administrative Agent or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Borrower Servicer, the Collateral Custodian, the Account Bank, the Administrative Agent, the Lenders or the Lender any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of every such administrator of the Borrower Servicer, the Collateral Custodian, the Account Bank, the Administrative Agent, the Lenders or the Lender any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Borrower Servicer, the Collateral Custodian, the Account Bank, the Administrative Agent, the Lenders or the Lender any Secured Party or of any such administrator, or any of them, for breaches by the Borrower Servicer, the Collateral Custodian, the Account Bank, the Administrative Agent, the Lenders or the Lender any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. . (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower or any other Person against the Servicer, the Collateral Custodian, the Account Bank, the Administrative Agent, the Lenders, or any Secured Party or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Loan Assets is intended to be assumed by the Servicer, the Collateral Custodian, the Account Bank, the Administrative Agent, the Lenders or any Secured Party under or as a result of this Agreement and the transactions contemplated hereby. (d) The provisions of this Section 9.09 11.08 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender as Borrower contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against the Borrower or any trustee, manager or administrator of the Borrower or the Lender Borrower, or any incorporator, affiliate, stockholder, officer, employee or director of the Borrower or the Lender or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the . (b) The agreements of each party hereto the Servicer, the Deal Agent, any Lender Agent, any Lender any other Secured Party, the Backup Servicer and the Collateral Custodian contained in this Agreement or any other agreement, instrument and all of the other agreements, instruments and documents document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in any way such corporate obligations of such party)Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower or the Lender or any incorporator, stockholder, affiliate, officer, employee or director of the Borrower or the Lender or of any such administrator, as such, or any of them, thereof under or by reason of any of the obligations, covenants or agreements of the Borrower or the Lender such Person contained in this Agreement or in any other such instruments, documents or agreements, or which that are implied therefrom, and that any and all personal liability of every such administrator of the Borrower or the Lender Person and each incorporator, stockholder, affiliate, officer, employee or director of the Borrower or the Lender or of any such administrator, or any of them, thereof for breaches by the Borrower or the Lender such Person of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (c) Notwithstanding anything in this Agreement or any other Transaction Document to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder or thereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent upon the availability of funds in excess of the amounts necessary to pay Commercial Paper Notes; and each of the Borrower, the Servicer, the Backup Servicer, the Collateral Custodian, the Deal Agent and the other Secured Parties agrees that they shall not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation exceeds the amount available to any Conduit Lender to pay such amounts after paying or making provision for the payment of its Commercial Paper Notes. (d) The provisions of this Section 9.09 12.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Equityholder as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any administrator of the Borrower or the Lender or any incorporator, affiliate, stockholder, officer, partner, member, manager, employee or director of the Borrower Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Lender or of any such administrator, as such, Equityholder by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto the Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Equityholder contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or in connection herewith are, in each case, solely the corporate or limited liability company obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, the Borrower, the Collateral Manager, the Seller or the Equityholder, and that no personal liability whatsoever shall attach to or be incurred by the Administrative Agent, any administrator of Secured Party, the Borrower Borrower, the Collateral Manager, the Seller or the Lender Equityholder or any incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the Borrower Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Lender or of any such administrator, as such, or any of them, Equityholder under or by reason of any of the obligations, covenants or agreements of the Borrower Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Lender Equityholder contained in this Agreement or in any other such instruments, documents or agreements, or which that are implied therefrom, and that any and all personal liability of every such administrator of the Borrower Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Lender Equityholder and each incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the Borrower Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Lender or of any such administratorEquityholder, or any of them, for breaches by the Borrower Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Lender Equityholder of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. ; provided that the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee, partner, member, manager or director of the Borrower, the Collateral Manager, the Seller or the Equityholder to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Seller, the Collateral Manager or any other Person against the Administrative Agent and the Secured Parties or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each of the Borrower, the Seller and the Collateral Manager hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower against the Collateral Manager or its Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (d) Notwithstanding any contrary provision set forth herein, no claim may be made by the Collateral Manager against the Borrower or its Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Collateral Manager hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (e) No obligation or liability to any Obligor under any of the Loans is intended to be assumed by the Administrative Agent and the Secured Parties under or as a result of this Agreement and the transactions contemplated hereby. (f) The provisions of this Section 9.09 12.11 shall survive the termination of this Agreement. (g) U.S. Bank Trust Company, National Association and U.S. Bank National Association (in each of their capacities) agrees to accept and act upon instructions or directions pursuant to this Agreement or any document executed in connection herewith sent by unsecured email, facsimile transmission or other similar unsecured electronic methods; provided, however, that any person providing such instructions or directions shall provide to U.S. Bank Trust Company, National Association and U.S. Bank National Association an incumbency certificate listing persons designated to provide such instructions or directions, which incumbency certificate shall be amended whenever a person is added or deleted from the listing. If such person elects to give U.S. Bank Trust Company, National Association or U.S. Bank National Association email or facsimile instructions (or instructions by a similar electronic method) and U.S. Bank Trust Company, National Association and U.S. Bank National Association in their discretion elects to act upon such instructions, U.S. Bank Trust Company, National Association’s and/or U.S. Bank National Association’s reasonable understanding of such instructions shall be deemed controlling. Neither U.S. Bank Trust Company, National Association nor U.S. Bank National Association shall be liable for any losses, costs or expenses arising directly or indirectly from U.S. Bank Trust Company, National Association’s or U.S. Bank National Association’s reliance upon and compliance with such instructions notwithstanding such instructions conflicting with or being inconsistent with a subsequent written instruction. Any person providing such instructions or directions agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to U.S. Bank Trust Company, National Association and/or U.S. Bank National Association, including without limitation the risk of U.S. Bank Trust Company, National Association and/or U.S. Bank National Association acting on unauthorized instructions, and the risk of interception and misuse by third parties and acknowledges and agrees that there may be more secure methods of transmitting such instructions than the method(s) selected by it and agrees that the security procedures (if any) to be followed in connection with its transmission of such instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender Administrative Agent, the Purchaser Agents, or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any administrator of the Borrower Administrative Agent, the Purchaser Agents, or the Lender any Secured Party, or any incorporator, affiliate, stockholder, officer, employee or director of the Borrower Administrative Agent, the Purchaser Agents, or the Lender any Secured Party, or of any such administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto the Administrative Agent, the Purchaser Agents, or any Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in the Administrative Agent, the Purchaser Agents, or any way such corporate obligations of such party)Secured Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower Administrative Agent, the Purchaser Agents, or the Lender any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the Borrower Administrative Agent, the Purchaser Agents, or the Lender any Secured Party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Borrower Administrative Agent, the Purchaser Agents, or the Lender any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or which that are implied therefrom, and that any and all personal liability of every such administrator of the Borrower Administrative Agent, the Purchaser Agents, or the Lender any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Borrower Administrative Agent, the Purchaser Agents, or the Lender any Secured Party or of any such administrator, or any of them, for breaches by the Borrower Administrative Agent, the Purchaser Agents, or the Lender any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 9.09 13.11 shall survive the termination of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, no Conduit Purchaser shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Purchaser or such Additional Purchaser, as applicable, after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Purchaser hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Purchaser exceeds the amount available to such Conduit Purchaser to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (c) Notwithstanding any contrary provision set forth herein, no claim may be made by the Seller, the Originator or the Servicer or any other Person against the Administrative Agent and the Secured Parties or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Seller, the Originator and the Servicer each hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (d) No obligation or liability to any Obligor under any of the Assets is intended to be assumed by the Administrative Agent and the Secured Parties under or as a result of this Agreement and the transactions contemplated hereby

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any administrator of the Borrower or the Lender such Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of the Borrower or the Lender such Secured Party or of any such administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto such Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in any way such corporate obligations of such party)Secured Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower or the Lender such Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the Borrower or the Lender such Secured Party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Borrower or the Lender such Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or which that are implied therefrom, and that any and all personal liability of every such administrator of the Borrower or the Lender such Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Borrower or the Lender such Secured Party or of any such administrator, or any of them, for breaches by the Borrower or the Lender such Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 9.09 14.11 shall survive the termination of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of any Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by such Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender Administrative Agent, the Purchaser Agents, or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any administrator of the Borrower Administrative Agent, the Purchaser Agents, or the Lender any Secured Party, or any incorporator, affiliate, stockholder, officer, employee or director of the Borrower Administrative Agent, the Purchaser Agents, or the Lender any Secured Party, or of any such administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto the Administrative Agent, the Purchaser Agents, or any Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in the Administrative Agent, the Purchaser Agents, or any way such corporate obligations of such party)Secured Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower Administrative Agent, the Purchaser Agents, or the Lender any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the Borrower Administrative Agent, the Purchaser Agents, or the Lender any Secured Party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Borrower Administrative Agent, the Purchaser Agents, or the Lender any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or which that are implied therefrom, and that any and all personal liability of every such administrator of the Borrower Administrative Agent, the Purchaser Agents, or the Lender any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Borrower Administrative Agent, the Purchaser Agents, or the Lender any Secured Party or of any such administrator, or any of them, for breaches by the Borrower Administrative Agent, the Purchaser Agents, or the Lender any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 9.09 13.11 shall survive the termination of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, no Conduit Purchaser shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Purchaser or such Additional Purchaser, as applicable, after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Purchaser hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Purchaser exceeds the amount available to such Conduit Purchaser to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (c) Notwithstanding any contrary provision set forth herein, no claim may be made by the Seller, the Originator or the Servicer or any other Person against the Administrative Agent and the Secured Parties or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Seller, the Originator and the Servicer each hereby waives, releases, and agrees not to ▇▇▇ upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (d) No obligation or liability to any Obligor under any of the Assets is intended to be assumed by the Administrative Agent and the Secured Parties under or as a result of this Agreement and the transactions contemplated hereby

Recourse Against Certain Parties. No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender or the Agent as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower Lender or the Lender Agent pursuant hereto or in connection herewith shall be had against any administrator of the Borrower Lender or the Lender Agent or any incorporator, affiliate, stockholder, officer, employee or director of the Borrower Lender or the Lender Agent or of any such administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower Lender or the Lender Agent pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower Lender or the Lender Agent or any incorporator, stockholder, affiliate, officer, employee or director of the Borrower Lender or the Lender Agent or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Borrower Lender or the Lender Agent contained in this Agreement or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of every such administrator of the Borrower Lender or the Lender Agent and each incorporator, stockholder, affiliate, officer, employee or director of the Borrower Lender or the Lender Agent or of any such administrator, or any of them, for breaches by the Borrower Lender or the Lender Agent of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 9.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender Administrative Agent, the Collateral Agent, the Document Custodian, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Equityholder as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any administrator of the Borrower or the Lender or any incorporator, affiliate, stockholder, officer, employee partner, employee, member, manager or director of the Borrower Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Lender or of any such administrator, as such, Equityholder by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto the Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Equityholder contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, the Borrower, the Collateral Manager, the Seller or the Equityholder, and that no personal liability whatsoever shall attach to or be incurred by the Administrative Agent, any administrator of Secured Party, the Borrower Borrower, the Collateral Manager, the Seller or the Lender Equityholder or any incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the Borrower Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Lender or of any such administrator, as such, or any of them, Equityholder under or by reason of any of the obligations, covenants or agreements of the Borrower Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Lender Equityholder contained in this Agreement or in any other such instruments, documents or agreements, or which that are implied therefrom, and that any and all personal liability of every such administrator of the Borrower Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Lender Equityholder and each incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the Borrower Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Lender or of any such administratorEquityholder, or any of them, for breaches by the Borrower Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Lender Equityholder of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. ; provided that, the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee, member, manager or director of the Borrower, the Collateral Manager, the Seller or the Equityholder to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Collateral Manager, the Seller or the Equityholder or any other Person against the Administrative Agent and the Secured Parties or their respective Affiliates, directors, officers, employees, member, manager, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each of the Borrower and the Collateral Manager hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Portfolio Assets is intended to be assumed by the Administrative Agent and the Secured Parties under or as a result of this Agreement and the transactions contemplated hereby. (d) The provisions of this Section 9.09 12.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender Administrative Agent or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any administrator of the Borrower or the Lender any such Person or any incorporator, affiliate, stockholder, officer, employee or director of the Borrower Administrative Agent or the Lender any Secured Party or of any such administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower Administrative Agent or the Lender any Secured Party pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 11.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower or the Lender any such Person or any incorporator, stockholder, affiliate, officer, employee or director of the Borrower or the Lender or of any such administrator, as such, or any of themPerson, under or by reason of any of the obligations, covenants or agreements of the Borrower Administrative Agent or the Lender any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of every such administrator of the Borrower or the Lender any such Person and each incorporator, stockholder, affiliate, officer, employee or director of the Borrower or the Lender any such Person or of any such administrator, or any of them, for breaches by the Borrower Administrative Agent or the Lender any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor or the Servicer or any other Person against the Administrative Agent or any Secured Party or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower, the Transferor and the Servicer each hereby waives, releases, and agrees not to s▇▇ upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Loan Assets is intended to be assumed by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 9.09 11.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender Administrative Agent, the Purchaser Agents, or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any administrator of the Borrower Administrative Agent, the Purchaser Agents, or the Lender any Secured Party, or any incorporator, affiliate, stockholder, officer, employee or director of the Borrower Administrative Agent, the Purchaser Agents, or the Lender any Secured Party, or of any such administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto the Administrative Agent, the Purchaser Agents, or any Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in the Administrative Agent, the Purchaser Agents, or any way such corporate obligations of such party)Secured Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower Administrative Agent, the Purchaser Agents, or the Lender any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the Borrower Administrative Agent, the Purchaser Agents, or the Lender any Secured Party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Borrower Administrative Agent, the Purchaser Agents, or the Lender any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or which that are implied therefrom, and that any and all personal liability of every such administrator of the Borrower Administrative Agent, the Purchaser Agents, or the Lender any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Borrower Administrative Agent, the Purchaser Agents, or the Lender any Secured Party or of any such administrator, or any of them, for breaches by the Borrower Administrative Agent, the Purchaser Agents, or the Lender any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 9.09 13.11 shall survive the termination of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, neither VFCC nor any Additional Purchaser shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to VFCC or such Additional Purchaser, as applicable, after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of VFCC and each Additional Purchaser, as applicable, hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by VFCC or an Additional Purchaser, as applicable, exceeds the amount available to VFCC or such Additional Purchaser, as applicable, to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (c) Notwithstanding any contrary provision set forth herein, no claim may be made by the Seller, the Originator or the Servicer or any other Person against the Administrative Agent and the Secured Parties or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Seller, the Originator and the Servicer each hereby waives, releases, and agrees not to s▇▇ upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (d) No obligation or liability to any Obligor under any of the Assets is intended to be assumed by the Administrative Agent and the Secured Parties under or as a result of this Agreement and the transactions contemplated hereby

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, including the payment of any fees or any other obligations) of each Agent, any Secured Party, the Lender Backup Servicer, the Account Bank, the Image File Custodian, Regional Management, or the Borrower as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any manager or administrator of the Borrower or the Lender such Person or any incorporator, affiliateAffiliate, stockholder, officer, employee or director of the Borrower or the Lender such Person or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto the Agents, any Secured Party, the Backup Servicer, the Account Bank and the Image File Custodian contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in any way such corporate obligations of such party)Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower or the Lender any such Person or any incorporator, stockholder, affiliateAffiliate, officer, employee or director of the Borrower or the Lender such Person or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Borrower or the Lender such Person contained in this Agreement or in any other such instruments, documents or agreements, or which that are implied therefrom, and that any and all personal liability of every such administrator of the Borrower or the Lender such Person and each incorporator, stockholder, affiliateAffiliate, officer, employee or director of the Borrower or the Lender such Person or of any such administrator, or any of them, for breaches by the Borrower or the Lender such Person of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. . (b) Each of the parties to this Agreement hereby (i) acknowledges and agrees that no Conduit Lender shall have any obligation to pay any amounts under this Agreement unless and until such Conduit Lender shall have received such amounts in respect of its Loans and (ii) agrees that no Conduit Lender shall have any obligation to pay any amounts constituting fees, a reimbursement for expenses, or indemnities (collectively, “Expense Claims”), and such Expense Claims shall not constitute a claim (as defined in Section 101 of Title 11 of the Bankruptcy Code or any similar law under another jurisdiction) against any Conduit Lender, unless or until such Conduit Lender has received amounts sufficient to pay such Expense Claims from amounts received by it in respect of its Loans and such amounts are not required to pay its indebtedness for borrowed money. (c) The provisions of this Section 9.09 shall survive the termination of this Agreement. (d) No claim may be made by the Borrower, the Servicer or any of their Affiliates or any other Person against the Administrative Agent, any Agent, any Lender, the Image File Custodian, the Backup Servicer, the Account Bank, or any of their Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages (including lost profits) arising out of or related to the transactions contemplated by this Agreement, and each of the Borrower and the Servicer, to the extent permitted by Applicable Law, hereby waives, releases, and agrees not to ▇▇▇ upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any administrator of the Borrower or the Lender such Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of the Borrower or the Lender such Secured Party or of any such administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood IT BEING EXPRESSLY AGREED AND UNDERSTOOD that the agreements of each party hereto such Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in any way such corporate obligations of such party)Secured Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower or the Lender such Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the Borrower or the Lender such Secured Party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Borrower or the Lender such Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or which that are implied therefrom, and that any and all personal liability of every such administrator of the Borrower or the Lender such Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Borrower or the Lender such Secured Party or of any such administrator, or any of them, for breaches by the Borrower or the Lender such Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 9.09 SECTION 7.8 shall survive the termination of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, VFCC shall not have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to VFCC after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of VFCC hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes and each of the other parties hereto agrees that it will not have a claim under SECTION 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by VFCC exceeds the amount available to VFCC to pay such amount after paying or making provision for the payment of its Commercial Paper Notes.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender Originator as contained in this Agreement Agreement, or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto to or in connection herewith with this Agreement shall be had against any administrator of the Borrower or the Lender or any stockholder, incorporator, affiliate, stockholderauthorized representative, officer, employee or director of the Borrower or the Lender or of any such administrator, as such, Originator by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; otherwise it being expressly agreed and understood that the agreements of each party hereto the Originator contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or in connection herewith to this Agreement are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in any way such corporate obligations of such party)the Originator, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower or the Lender or any stockholder, incorporator, stockholder, affiliateauthorized representative, officer, employee or director of the Borrower or the Lender or of any such administrator, as suchOriginator, or any of them, under or by reason of any of the obligations, covenants or agreements of the Borrower or the Lender Originator contained in this Agreement Agreement, or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of every such administrator of the Borrower or the Lender and each stockholder, incorporator, stockholder, affiliateauthorized representative, officer, employee or director of the Borrower or the Lender or of any such administratorOriginator, or any of them, for breaches by the Borrower or the Lender Originator of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 9.09 7.08(a) shall survive the termination of this Agreement. (b) Notwithstanding any other provision of this Agreement, the obligations of the Buyer under this Agreement are limited recourse obligations of the Buyer payable solely from the Assets and, following realization of the Assets, all obligations of and any claims by the Originator against the Buyer hereunder shall be extinguished and shall not thereafter revive. No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Buyer as contained in this Agreement, or any other agreement, instrument or document entered into by it pursuant to this Agreement shall be had against any member, manager, authorized representative, officer, employee or director of the Buyer by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise it being expressly agreed and understood that the agreements of the Buyer contained in this Agreement, and all of the other agreements, instruments and documents entered into by it pursuant to this Agreement are, in each case, solely the limited liability company obligations of the Buyer, and that no personal liability whatsoever shall attach to or be incurred by any authorized representative, member, manager, officer, employee or director of the Buyer or any of them, under or by reason of any of the obligations, covenants or agreements of the Buyer contained in this Agreement, or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of each authorized representative, member, manager, officer, employee or director of the Buyer, or any of them, for breaches by the Buyer of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 7.08(b) shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, including the payment of any fees or any other obligations) of the Lender Administrative Agent, any Secured Party, or any Loan Party as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any administrator of the Borrower or the Lender or any incorporator, affiliate, stockholder, member, officer, employee partner, employee, administrator, partner, organizer or director of the Borrower Administrative Agent, any Secured Party, or the Lender or of any such administrator, as such, Loan Party by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto the Administrative Agent, any Secured Party, or any Loan Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, or any Loan Party, and that no personal liability whatsoever shall attach to or be incurred by the Administrative Agent, any administrator of the Borrower or the Lender Secured Party, any Loan Party or any incorporator, stockholder, affiliate, officer, partner, employee or director of the Borrower or the Lender or of Administrative Agent, any such administrator, as suchSecured Party, or any of them, Loan Party under or by reason of any of the obligations, covenants or agreements of the Borrower Administrative Agent, any Secured Party, or the Lender any Loan Party contained in this Agreement or in any other such instruments, documents or agreements, or which that are implied therefrom, and that any and all personal liability of every such administrator of the Borrower Administrative Agent, any Secured Party, or the Lender any Loan Party and each incorporator, stockholder, affiliate, officer, partner, employee administrator, partner, organizer or director of the Borrower Administrative Agent, any Secured Party or the Lender or of any such administratorLoan Party, or any of them, for breaches by the Borrower Administrative Agent, any Secured Party, or the Lender any Loan Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. ; provided that the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee or director of any Loan Party to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by any Loan Party or any other Person against the Administrative Agent and the Secured Parties or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each Loan Party hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Loans is intended to be assumed by the Administrative Agent and the Secured Parties under or as a result of this Agreement and the transactions contemplated hereby. (d) The provisions of this Section 9.09 12.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender any party hereto as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any administrator of the Borrower or the Lender any such Person, or any incorporator, affiliate, stockholder, member, manager, officer, employee or director of the Borrower or the Lender or of any such administrator, as such, Person by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party of the parties hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or in connection herewith are, in each case, solely the corporate or limited liability company obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in any way such corporate obligations of such party), Person and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower or the Lender any such Person or any incorporator, stockholder, affiliate, member, manager, officer, employee or director of the Borrower or the Lender or of any such administrator, as such, or any of them, Person under or by reason of any of the obligations, covenants or agreements of the Borrower or the Lender such Person contained in this Agreement or in any other such instruments, documents or agreements, or which that are implied therefrom, and that any and all personal liability of every such administrator of the Borrower or the Lender any such Person and each incorporator, stockholder, affiliate, member, manager, officer, employee or director of the Borrower or the Lender or of any such administrator, Person or any of them, for breaches by the Borrower or the Lender any such Person of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement (b) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of a Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by such Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (c) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Originator or the Servicer or any other Person against the Administrative Agent, the Secured Parties or the Trustee or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower, the Originator and the Servicer each hereby waives, releases, and agrees not to ▇▇▇ upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (d) No obligation or liability to any Obligor under any of the Loans is intended to be assumed by the Trustee, the Administrative Agent or any Secured Party under or as a result of this Agreement and the transactions contemplated hereby. (e) The provisions of this Section 9.09 13.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of any of the Lender Issuer, the Servicer, Sheffield, any Purchaser or the Deal Agent as contained in this Agreement the Series 2002-1 Transaction Documents or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any administrator of the Borrower or the Lender such party or any incorporator, affiliate, stockholder, officer, employee or director of the Borrower or the Lender such party or of any such administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each such party hereto contained in this Agreement the Series 2002-1 Transaction Documents and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing party, provided that in this Section 9.09 the case of Sheffield, such liabilities shall be construed paid only after the repayment in full of all Commercial Paper Notes and all other liabilities contemplated in the program documents with respect to diminish in any way such corporate obligations of such party)Sheffield, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower or the Lender such party or any incorporator, stockholder, affiliate, officer, employee or director of the Borrower or the Lender such party or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Borrower or the Lender such Purchaser contained in this Agreement the Series 2002-1 Transaction Documents or in any other such instrumentsinstrument, documents document or agreementsagreement, or which are implied therefrom, and that any and all personal liability of every such administrator of the Borrower or the Lender such party and each incorporator, stockholder, affiliate, officer, employee or director of the Borrower or the Lender such party or of any such administrator, or any of them, for breaches by the Borrower or the Lender such party of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of of; and in consideration for for, the execution of the Series 2002-1 Transaction Documents. (b) Notwithstanding anything contained in this AgreementAgreement or any other Series 2002-1 Transaction Document, Sheffield shall have no obligation to pay any amount required to be paid by it hereunder or in excess of any amount available to Sheffield after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of Sheffield hereunder are contingent upon the availability of funds in excess of the amounts necessary to pay Commercial Paper Notes; and each of the Issuer, the Deal Agent and the Servicer agrees that they shall not have a claim under Section 101(5) of the United States Bankruptcy Code if and to the extent that any such payment obligation exceeds the amount available to Sheffield to pay such amounts after paying or making provision for the payment of its Commercial Paper Notes. (c) The provisions of this Section 9.09 6.14 shall survive the termination of this Agreement.

Recourse Against Certain Parties. a. No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, including the payment of any fees or any other obligations) of the Lender Administrative Agent, any Secured Party, or any Loan Party as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any administrator of the Borrower or the Lender or any incorporator, affiliate, stockholder, member, officer, employee partner, employee, administrator, partner, organizer or director of the Borrower Administrative Agent, any Secured Party, or the Lender or of any such administrator, as such, Loan Party by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto the Administrative Agent, any Secured Party, or any Loan Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, or any Loan Party, and that no personal liability whatsoever shall attach to or be incurred by the Administrative Agent, any administrator of the Borrower or the Lender Secured Party, any Loan Party or any incorporator, stockholder, affiliate, officer, partner, employee or director of the Borrower or the Lender or of Administrative Agent, any such administrator, as suchSecured Party, or any of them, Loan Party under or by reason of any of the obligations, covenants or agreements of the Borrower Administrative Agent, any Secured Party, or the Lender any Loan Party contained in this Agreement or in any other such instruments, documents or agreements, or which that are implied therefrom, and that any and all personal liability of every such administrator of the Borrower Administrative Agent, any Secured Party, or the Lender any Loan Party and each incorporator, stockholder, affiliate, officer, partner, employee administrator, partner, organizer or director of the Borrower Administrative Agent, any Secured Party or the Lender or of any such administratorLoan Party, or any of them, for breaches by the Borrower Administrative Agent, any Secured Party, or the Lender any Loan Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. ; provided that the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee or director of any Loan Party to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person. b. Notwithstanding any contrary provision set forth herein, no claim may be made by any Loan Party or any other Person against the Administrative Agent and the Secured Parties or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each Loan Party hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. c. No obligation or liability to any Obligor under any of the Loans is intended to be assumed by the Administrative Agent and the Secured Parties under or as a result of this Agreement and the transactions contemplated hereby. d. The provisions of this Section 9.09 12.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender or the Agent as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower Lender or the Lender Agent pursuant hereto or in connection herewith shall be had against any administrator of the Borrower Lender or the Lender Agent or any incorporator, affiliate, stockholder, officer, employee or director of the Borrower Lender or the Lender Agent or of any such administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower Lender or the Lender Agent pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower Lender or the Lender Agent or any incorporator, stockholder, affiliate, officer, employee or director of the Borrower Lender or the Lender Agent or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Borrower Lender or the Lender Agent contained in this Agreement or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of every such administrator of the Borrower Lender or the Lender Agent and each incorporator, stockholder, affiliate, officer, employee or director of the Borrower Lender or the Lender Agent or of any such administrator, or any of them, for breaches by the Borrower Lender or the Lender Agent of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 9.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender Seller as contained in this Agreement Agreement, any other Loan Document or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto to or in connection herewith with this Agreement or any other Loan Document shall be had against any administrator of the Borrower or the Lender or any stockholder, incorporator, affiliate, stockholderauthorized representative, officer, employee or director of the Borrower or the Lender or of any such administrator, as such, Seller by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; otherwise it being expressly agreed and understood that the agreements of each party hereto the Seller contained in this Agreement Agreement, any other Loan Document and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto to or in connection herewith with this Agreement or any other Loan Document are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in any way such corporate obligations of such party)the Seller, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower or the Lender or any stockholder, incorporator, stockholder, affiliateauthorized representative, officer, employee or director of the Borrower or the Lender or of any such administrator, as suchSeller, or any of them, under or by reason of any of the obligations, covenants or agreements of the Borrower or the Lender Seller contained in this Agreement Agreement, any other Loan Document or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of every such administrator of the Borrower or the Lender and each stockholder, incorporator, stockholder, affiliateauthorized representative, officer, employee or director of the Borrower or the Lender or of any such administratorSeller, or any of them, for breaches by the Borrower or the Lender Seller of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 9.09 9.08(a) shall survive the termination of this Agreement. (b) Notwithstanding any other provision of this Agreement, the obligations of the Buyer under this Agreement and any other Loan Document are limited recourse obligations of the Buyer payable solely from the Collateral and, following realization of the Collateral, and application of the proceeds thereof in accordance with the Priority of Payments and all obligations of and any claims by the Seller against the Buyer hereunder after any such realization and application shall be extinguished and shall not thereafter revive. No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Buyer as contained in this Agreement, any other Loan Document or any other agreement, instrument or document entered into by it pursuant to or in connection with this Agreement or any other Loan Document shall be had against any member, manager, authorized representative, officer, employee or director of the Buyer by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise it being expressly agreed and understood that the agreements of the Buyer contained in this Agreement, any other Loan Document and all of the other agreements, instruments and documents entered into by it pursuant to or in connection with this Agreement and any other Loan Document are, in each case, solely the limited liability company obligations of the Buyer, and that no personal liability whatsoever shall attach to or be incurred by any authorized representative, member, manager, officer, employee or director of the Buyer or any of them, under or by reason of any of the obligations, covenants or agreements of the Buyer contained in this Agreement, any other Loan Document or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of each authorized representative, member, manager, officer, employee or director of the Buyer, or any of them, for breaches by the Buyer of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 9.08(b) shall survive the termination of this Agreement.

Recourse Against Certain Parties. No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender Administrative Agent, the Lenders or the Guarantor as contained in this Agreement Guaranty, the Credit Documents or any other agreement, instrument or document entered into by the Borrower Administrative Agent, the Lenders, the Guarantor or the Lender any such party pursuant hereto or thereto or in connection herewith or therewith shall be had against any administrator of the Borrower or Administrative Agent, the Lender Lenders, the Guarantor or any incorporator, affiliateAffiliate (direct or indirect), owner, member, partner, stockholder, officer, employee director, employee, agent or director attorney of the Borrower or Administrative Agent, the Lender Lenders, the Guarantor or of any such administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto the Administrative Agent, the Lenders and the Guarantor contained in this Agreement Guaranty, the Credit Documents and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or thereto or in connection herewith or therewith are, in each case, solely the corporate obligations of such party (the Administrative Agent, the Lenders and nothing in this Section 9.09 shall be construed to diminish in any way such corporate obligations of such party), the Guarantor and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower or Administrative Agent, the Lender Lenders, the Guarantor or any incorporator, owner, member, partner, stockholder, affiliateAffiliate (direct or indirect), officer, employee director, employee, agent or director attorney of the Borrower or Administrative Agent, the Lender Lenders, the Guarantor or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Borrower Administrative Agent, the Lenders or the Lender Guarantor contained in this Agreement Guaranty, the Credit Documents or in any other such instruments, documents or agreements, or which that are implied therefrom, and that any and all personal liability of every such administrator of the Borrower Administrative Agent, the Lenders, any other Credit Party or the Lender Guarantor and each incorporator, owner, member, partner, stockholder, affiliate, officer, employee director, employee, agent or director attorney of the Borrower Administrative Agent, the Lenders, any other Credit Party or the Lender Guarantor, or of any such administrator, or any of them, for breaches by the Borrower Administrative Agent, the Lenders, any other Credit Party or the Lender Guarantor of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this AgreementGuaranty. The provisions of this Section 9.09 32 shall survive the termination of this AgreementGuaranty.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender Seller as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any administrator of the Borrower or the Lender Seller or any incorporator, affiliate, stockholder, officer, employee or director of the Borrower or the Lender Seller or of any such administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; otherwise it being expressly agreed and understood that the agreements of each party hereto the Seller contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in any way such corporate obligations of such party)the Seller, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower or the Lender Seller or any incorporator, stockholder, affiliate, officer, employee or director of the Borrower or the Lender Seller or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Borrower or the Lender Seller contained in this Agreement or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of every such administrator of the Borrower or the Lender Seller and each incorporator, stockholder, affiliate, officer, employee or director of the Borrower or the Lender Seller or of any such administrator, or any of them, for breaches by the Borrower or the Lender Seller of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 9.09 10.9(a) shall survive the termination of this Agreement. (b) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Buyer as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any administrator of the Buyer or any incorporator, officer, employee or director of the Buyer or of any such administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise it being expressly agreed and understood that the agreements of the Buyer contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of the Buyer, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Buyer or any incorporator, officer, employee or director of the Buyer or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Buyer contained in this Agreement or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of every such administrator of the Buyer and each incorporator, officer, employee or director of the Buyer or of any such administrator, or any of them, for breaches by the Buyer of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 10.9 (b) shall survive the termination of this Agreement.

Recourse Against Certain Parties. No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender Note Purchasers as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any administrator of the Borrower or the Lender any Note Purchasers or any incorporator, affiliate, stockholder, officer, employee or director of the Borrower or the Lender any Note Purchasers or of any such administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto the Note Purchasers contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower or the Lender each such Note Purchaser pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in any way such corporate obligations of such party)Note Purchaser, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower or the Lender any Note Purchaser or any incorporator, stockholder, affiliate, officer, employee or director of the Borrower or the Lender any Note Purchaser or of any such administrator, as such, or any of other them, under or by reason of any of the obligations, covenants or agreements of the Borrower or the Lender any such Note Purchaser contained in this Agreement or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of every such administrator of the Borrower or the Lender any Note Purchaser and each incorporator, stockholder, affiliate, officer, employee or director of the Borrower or the Lender any such Note Purchaser or of any such administrator, or any of them, for breaches by the Borrower or the Lender any Note Purchaser of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 9.09 10.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Equityholder as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any administrator of the Borrower or the Lender or any incorporator, affiliate, stockholder, officer, partner, member, manager, employee or director of the Borrower Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Lender or of any such administrator, as such, Equityholder by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto the Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Equityholder contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or in connection herewith are, in each case, solely the corporate or limited liability company obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, the Borrower, the Collateral Manager, the Seller or the Equityholder, and that no personal liability whatsoever shall attach to or be incurred by the Administrative Agent, any administrator of Secured Party, the Borrower Borrower, the Collateral Manager, the Seller or the Lender Equityholder or any incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the Borrower Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Lender or of any such administrator, as such, or any of them, Equityholder under or by reason of any of the obligations, covenants or agreements of the Borrower Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Lender Equityholder contained in this Agreement or in any other such instruments, documents or agreements, or which that are implied therefrom, and that any and all personal liability of every such administrator of the Borrower Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Lender Equityholder and each incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the Borrower Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Lender or of any such administratorEquityholder, or any of them, for breaches by the Borrower Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Lender Equityholder of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. ; provided that the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee, partner, member, manager or director of the Borrower, the Collateral Manager, the Seller or the Equityholder to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Collateral Manager, the Seller or any other Person against the Administrative Agent and the Secured Parties or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each of the Borrower, the Seller and the Collateral Manager hereby waives, releases, and agrees not to ▇▇▇ upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower against the Collateral Manager or its Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower hereby waives, releases, and agrees not to ▇▇▇ upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (d) Notwithstanding any contrary provision set forth herein, no claim may be made by the Collateral Manager against the Borrower or its Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Collateral Manager hereby waives, releases, and agrees not to ▇▇▇ upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (e) No obligation or liability to any Obligor under any of the Loans is intended to be assumed by the Administrative Agent and the Secured Parties under or as a result of this Agreement and the transactions contemplated hereby. (f) The provisions of this Section 9.09 13.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, including the payment of any fees or any other obligations) of the Lender Administrative Agent, any Secured Party, or any Loan Party as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any administrator of the Borrower or the Lender or any incorporator, affiliate, stockholder, member, officer, employee partner, employee, administrator, partner, organizer or director of the Borrower Administrative Agent, any Secured Party, or the Lender or of any such administrator, as such, Loan Party by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto the Administrative Agent, any Secured Party, or any Loan Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, or any Loan Party, and that no personal liability whatsoever shall attach to or be incurred by the Administrative Agent, any administrator of the Borrower or the Lender Secured Party, any Loan Party or any incorporator, stockholder, affiliate, officer, partner, employee or director of the Borrower or the Lender or of Administrative Agent, any such administrator, as suchSecured Party, or any of them, Loan Party under or by reason of any of the obligations, covenants or agreements of the Borrower Administrative Agent, any Secured Party, or the Lender any Loan Party contained in this Agreement or in any other such instruments, documents or agreements, or which that are implied therefrom, and that any and all personal liability of every such administrator of the Borrower Administrative Agent, any Secured Party, or the Lender any Loan Party and each incorporator, stockholder, affiliate, officer, partner, employee administrator, partner, organizer or director of the Borrower Administrative Agent, any Secured Party or the Lender or of any such administratorLoan Party, or any of them, for breaches by the Borrower Administrative Agent, any Secured Party, or the Lender any Loan Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. ; provided that the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee or director of any Loan Party to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by any Loan Party or any other Person against the Administrative Agent and the Secured Parties or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each Loan Party hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) Notwithstanding any contrary provision set forth herein, no claim may be made by the Administrative Agent, any Lender, any other Secured Party or any other Person against any Loan Party or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential, exemplary or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Administrative Agent, each Lender and each other Secured Party hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (d) No obligation or liability to any Obligor under any of the Loans is intended to be assumed by the Administrative Agent and the Secured Parties under or as a result of this Agreement and the transactions contemplated hereby. (e) The provisions of this Section 9.09 11.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender Administrative Agent, the Purchaser Agents, or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any administrator of the Borrower Administrative Agent, the Purchaser Agents, or the Lender any Secured Party, or any incorporator, affiliate, stockholder, officer, employee or director of the Borrower Administrative Agent, the Purchaser Agents, or the Lender any Secured Party, or of any such administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto the Administrative Agent, the Purchaser Agents, or any Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in the Administrative Agent, the Purchaser Agents, or any way such corporate obligations of such party)Secured Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower Administrative Agent, the Purchaser Agents, or the Lender any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the Borrower Administrative Agent, the Purchaser Agents, or the Lender any Secured Party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Borrower Administrative Agent, the Purchaser Agents, or the Lender any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or which that are implied therefrom, and that any and all personal liability of every such administrator of the Borrower Administrative Agent, the Purchaser Agents, or the Lender any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Borrower Administrative Agent, the Purchaser Agents, or the Lender any Secured Party or of any such administrator, or any of them, for breaches by the Borrower Administrative Agent, the Purchaser Agents, or the Lender any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 9.09 13.11 shall survive the termination of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, no Purchaser or Additional Purchaser shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Purchaser or such Additional Purchaser, as applicable, after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Purchaser and each Additional Purchaser, as applicable, hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Purchaser or an Additional Purchaser, as applicable, exceeds the amount available to such Purchaser or such Additional Purchaser, as applicable, to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (c) Notwithstanding any contrary provision set forth herein, no claim may be made by the Seller, the Originator or the Servicer or any other Person against the Administrative Agent and the Secured Parties or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Seller, the Originator and the Servicer each hereby waives, releases, and agrees not to s▇▇ upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (d) No obligation or liability to any Obligor under any of the Assets is intended to be assumed by the Administrative Agent and the Secured Parties under or as a result of this Agreement and the transactions contemplated hereby

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender Administrative Agent or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any administrator of the Borrower or the Lender any such Person or any incorporator, affiliate, stockholder, officer, employee or director of the Borrower Administrative Agent or the Lender any Secured Party or of any such administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower Administrative Agent or the Lender any Secured Party pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 11.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower or the Lender any such Person or any incorporator, stockholder, affiliate, officer, employee or director of the Borrower or the Lender or of any such administrator, as such, or any of themPerson, under or by reason of any of the obligations, covenants or agreements of the Borrower Administrative Agent or the Lender any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of every such administrator of the Borrower or the Lender any such Person and each incorporator, stockholder, affiliate, officer, employee or director of the Borrower or the Lender any such Person or of any such administrator, or any of them, for breaches by the Borrower Administrative Agent or the Lender any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. . (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor or the Servicer or any other Person against the Administrative Agent or any Secured Party or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower, the Transferor and the Servicer each hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) Notwithstanding any contrary provision set forth herein but subject to Section 8.01(f), no claim may be made against the Borrower, the Transferor or the Servicer or any of their respective Affiliates or their respective directors, officers, employees, attorneys or agents by the Administrative Agent, the Collateral Agent, any Lender or any other Secured Party or any other Person for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Administrative Agent, the Collateral Agent, each Lender and each other Secured Party hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (d) No obligation or liability to any Obligor under any of the Loan Assets is intended to be assumed by the Administrative Agent, the Lenders or any Secured Party under or as a result of this Agreement and the transactions contemplated hereby. (e) The provisions of this Section 9.09 11.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Equityholder as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any administrator of the Borrower or the Lender or any incorporator, affiliate, stockholder, officer, partner, member, manager, employee or director of the Borrower Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Lender or of any such administrator, as such, Equityholder by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto the Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Equityholder contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or in connection herewith are, in each case, solely the corporate or limited liability company obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, the Borrower, the Collateral Manager, the Seller or the Equityholder, and that no personal liability whatsoever shall attach to or be incurred by the Administrative Agent, any administrator of Secured Party, the Borrower Borrower, the Collateral Manager, the Seller or the Lender Equityholder or any incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the Borrower Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Lender or of any such administrator, as such, or any of them, Equityholder under or by reason of any of the obligations, covenants or agreements of the Borrower Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Lender Equityholder contained in this Agreement or in any other such instruments, documents or agreements, or which that are implied therefrom, and that any and all personal liability of every such administrator of the Borrower Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Lender Equityholder and each incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the Borrower Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Lender or of any such administratorEquityholder, or any of them, for breaches by the Borrower Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Lender Equityholder of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. ; provided that the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee, partner, member, manager or director of the Borrower, the Collateral Manager, the Seller or the Equityholder to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Collateral Manager, the Seller or any other Person against the Administrative Agent and the Secured Parties or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each of the Borrower, the Seller and the Collateral Manager hereby waives, releases, and agrees not to s▇▇ upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower against the Collateral Manager or its Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower hereby waives, releases, and agrees not to s▇▇ upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (d) Notwithstanding any contrary provision set forth herein, no claim may be made by the Collateral Manager against the Borrower or its Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Collateral Manager hereby waives, releases, and agrees not to s▇▇ upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (e) No obligation or liability to any Obligor under any of the Loans is intended to be assumed by the Administrative Agent and the Secured Parties under or as a result of this Agreement and the transactions contemplated hereby. (f) The provisions of this Section 9.09 13.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) Notwithstanding anything in this Agreement to the contrary, no claim may be made by any party hereto or any other Person against any party hereto or their respective Affiliates, directors, managers, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each party hereto hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected; provided that nothing herein shall constitute a waiver of any indemnification obligations of the Borrower or the Collateral Manager. (b) No obligation or liability to any Obligor under any of the Collateral Assets is intended to be assumed by the Administrative Agent, the Lenders or any Secured Party under or as a result of this Agreement and the transactions contemplated hereby. USActive 60058040.860058040.11 -178- (c) The Secured Parties accept and agree that they shall have no recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender as Borrower contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender pursuant hereto or in connection herewith shall be had against any administrator of the Borrower or the Lender or any incorporatorshareholder, affiliatemember, stockholderlimited partner, officer, employee manager or director of the Borrower or the Lender or of any such administrator, as such, by the enforcement of any assessment assignment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto contained in this Agreement and all is a limited liability company obligation of the other agreements, instruments Borrower and documents entered into by the Borrower or the Lender pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to to, or be incurred by any administrator by, the shareholders, members, limited partners, officers, managers, agents or directors of the Borrower or the Lender or any incorporator, stockholder, affiliate, officer, employee or director of the Borrower or the Lender or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or and agreements of the Borrower or the Lender contained in this Agreement or in any other such instruments, documents or agreementsAgreement, or which are implied therefrom, and that any and all personal liability of every such administrator of the Borrower or the Lender and each incorporator, stockholder, affiliate, officer, employee or director of the Borrower or the Lender or of any such administrator, or any of them, for breaches breach by the Borrower or the Lender of any of such obligations, covenants or agreements, which liability may arise agreements either at common law or in equity, by statute or constitutioncertification of every such shareholder, limited partner, officer, agent or otherwise, director is hereby expressly waived by the Secured Parties as a condition of and in any consideration for of the execution of this Agreement. For the avoidance of doubt, nothing in this Section shall be deemed to limit the liability of the Borrower in its capacity as the Borrower hereunder. Notwithstanding any other provision of this Agreement, the obligations of the Borrower under this Agreement are payable solely out of the assets of the Borrower in accordance with the terms of the Transaction Documents (the “Recourse Assets”). The claims of Secured Parties against the Borrower shall be limited to the value from time to time of the Recourse Assets. The net proceeds of the realization of the Recourse Assets or the proceeds of sale of the Recourse Assets of the Borrower following the enforcement of the rights or interests of the Secured Parties may be insufficient to pay all amounts due to the Secured Parties after making payments to other creditors of Borrower ranking prior to the Secured Parties or pari passu therewith. If, following final distribution of the realization proceeds of the Recourse Assets applied in accordance with the Transaction Documents, the Borrower has insufficient funds to pay in full its obligations, then the Borrower will not be obliged to pay such shortfall, and all claims in respect of which shall be extinguished. It is understood that the foregoing provisions of this paragraph shall not (x) prevent recourse to the Collateral Portfolio or the Recourse Assets for the sums due or to become due under any security, instrument or agreement which is part of the Collateral Portfolio or the Recourse Assets or (y) constitute a waiver, release or discharge of any indebtedness or Obligation until such Recourse Assets have been realized. (d) The provisions of this Section 9.09 12.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) Notwithstanding any contrary provision set forth herein, no claim may be made by any party hereto or any other Person against any party hereto or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each party hereto hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected; provided that this sentence shall in no way limit or vitiate the indemnity obligations of the Borrower or the Servicer hereunder with respect to a claim for special, indirect, consequential or punitive damages against any Indemnified Party which is brought by a Person not party hereto or brought in breach of this provision. (b) No obligation or liability to any Obligor under any of the Loan Assets is intended to be assumed by the Administrative Agent, the Lenders or any Secured Party under or as a result of this Agreement and the transactions contemplated hereby. (c) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender as Borrower contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender pursuant hereto or in connection herewith shall be had against any administrator of the Borrower or the Lender or any incorporator, affiliate, stockholder, officer, director, member, manager, employee or director agent of the Borrower or the Lender or (solely by virtue of any such administrator, as such, capacity) by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise, other than the limited recourse against those assets pledged by the Transferor or the Borrower pursuant to the applicable Pledge Agreement; it being expressly agreed and understood that the agreements of each party hereto contained in this Agreement and all is solely a corporate obligation of the other agreements, instruments and documents entered into by the Borrower or the Lender pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in any way such corporate obligations of such party)Borrower, and that no personal liability whatsoever whatever shall attach to or be incurred by any administrator of the Borrower or the Lender or any incorporator, stockholder, affiliateofficer, officerdirector, member, manager, employee or director agent of the Borrower or the Lender or (solely by virtue of any such administrator, as such, capacity) or any of them, them under or by reason of any of the obligations, covenants or agreements of the Borrower or the Lender contained in this Agreement or in any other such instruments, documents or agreementsAgreement, or which are implied therefrom, and that any and all personal liability of every such administrator of the Borrower or the Lender and each incorporator, stockholder, affiliate, officer, employee or director of the Borrower or the Lender or of any such administrator, or any of them, for breaches by the Borrower or the Lender of any of such obligations, covenants or agreements, which liability may arise either at common law or in at equity, or by statute statute, rule or constitutionregulation, of every such incorporator, stockholder, officer, director, member, manager, employee or otherwise, agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. Without limitation of the foregoing, no recourse shall be had for the payment of any amount owing in respect of the Advances against the Transferor, the Servicer, the Transferor or any Affiliate, shareholder, manager, officer, director, employee or member of the Borrower, the Transferor, the Servicer or their respective successors or assigns. (d) The provisions of this Section 9.09 12.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, including the payment of any fees or any other obligations) of each Agent, any Secured Party, the Lender Backup Servicer, the Account Bank, Regional Management, or the Borrower as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any manager or administrator of the Borrower or the Lender such Person or any incorporator, affiliateAffiliate, stockholder, officer, employee or director of the Borrower or the Lender such Person or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto the Agents, any Secured Party, the Backup Servicer and the Account Bank contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in any way such corporate obligations of such party)Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower or the Lender any such Person or any incorporator, stockholder, affiliateAffiliate, officer, employee or director of the Borrower or the Lender such Person or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Borrower or the Lender such Person 170 contained in this Agreement or in any other such instruments, documents or agreements, or which that are implied therefrom, and that any and all personal liability of every such administrator of the Borrower or the Lender such Person and each incorporator, stockholder, affiliateAffiliate, officer, employee or director of the Borrower or the Lender such Person or of any such administrator, or any of them, for breaches by the Borrower or the Lender such Person of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 9.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender Seller as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any administrator of the Borrower or the Lender or any member, manager, incorporator, affiliate, stockholderauthorized representative, officer, employee or director of the Borrower or the Lender or of any such administrator, as such, Seller by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; otherwise it being expressly agreed and understood that the agreements of each party hereto the Seller contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in any way such corporate obligations of such party)the Seller, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower or the Lender or any member, manager, incorporator, stockholder, affiliateauthorized representative, officer, employee or director of the Borrower or the Lender or of any such administrator, as suchSeller, or any of them, under or by reason of any of the obligations, covenants or agreements of the Borrower or the Lender Seller contained in this Agreement or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of every such administrator of the Borrower or the Lender and each member, manager, incorporator, stockholder, affiliateauthorized representative, officer, employee or director of the Borrower or the Lender or of any such administratorSeller, or any of them, for breaches by the Borrower or the Lender Seller of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 9.09 10.9(a) shall survive the termination of this Agreement. (b) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Buyer as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any member, manager, authorized representative, officer, employee or director of the Buyer by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise it being expressly agreed and understood that the agreements of the Buyer contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the limited liability company obligations of the Buyer, and that no personal liability whatsoever shall attach to or be incurred by any authorized representative, member, manager, officer, employee or director of the Buyer or any of them, under or by reason of any of the obligations, covenants or agreements of the Buyer contained in this Agreement or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of each authorized representative, member, manager, officer, employee or director of the Buyer, or any of them, for breaches by the Buyer of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 10.9(b) shall survive the termination of this Agreement.

Recourse Against Certain Parties. No recourse under (a) Notwithstanding any contrary provision set forth herein, no claim may be made by any party hereto against any other party hereto or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages of any kind whatsoever (including but not limited to lost profits) in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each party hereto hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected; provided that this sentence shall in no way limit or vitiate the indemnity obligations of the Borrower or the Servicer hereunder with respect to a claim for special, indirect, consequential or punitive damages against any Indemnified Party which is brought by a Person not party hereto or brought in breach of this provision. (b) No obligation or liability to any Obligor under any of the Loan Assets is intended to be assumed by the Administrative Agent, the Lenders or any Secured Party under or as a result of this Agreement and the transactions contemplated hereby. (c) The provisions of this Section 12.09 shall survive the termination of this Agreement. (d) The Secured Parties accept and agree that they shall have no recourse under any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender as Borrower contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender pursuant hereto or in connection herewith shall be had against any administrator of the Borrower or the Lender or any incorporatorshareholder, affiliate, stockholder, officer, employee officer or director of the Borrower or the Lender or of any such administrator, as such, by the enforcement of any assessment assignment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto contained in this Agreement and all is a corporate obligation of the other agreements, instruments Borrower and documents entered into by the Borrower or the Lender pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to to, or be incurred by any administrator by, the shareholders, officers, agents or directors of the Borrower or the Lender or any incorporator, stockholder, affiliate, officer, employee or director of the Borrower or the Lender or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or and agreements of the Borrower or the Lender contained in this Agreement or in any other such instruments, documents or agreementsAgreement, or which are implied therefrom, and that any and all personal liability of every such administrator of the Borrower or the Lender and each incorporator, stockholder, affiliate, officer, employee or director of the Borrower or the Lender or of any such administrator, or any of them, for breaches breach by the Borrower or the Lender of any of such obligations, covenants or agreements, which liability may arise agreements either at common law or in equity, by statute or constitutioncertification of every such shareholder, officer, agent or otherwise, director is hereby expressly waived by the Secured Parties as a condition of and in any consideration for of the execution of this Agreement. The foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, director, officer or employee of this Section 9.09 shall survive the termination Borrower or any other Person to the extent of this Agreementany fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person.

Recourse Against Certain Parties. No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, including the payment of any fees or any other obligations) of the Lender Lenders or the Agent as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower Lenders or the Lender Agent pursuant hereto or in connection herewith shall be had against any administrator of the Borrower Lenders or the Lender Agent or any incorporator, affiliate, stockholder, officer, employee or director of the Borrower Lenders or the Lender Agent or of any such administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower Lenders or the Lender Agent pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 10.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower Lenders or the Lender Agent or any incorporator, stockholder, affiliate, officer, employee or director of the Borrower Lenders or the Lender Agent or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Borrower Lenders or the Lender Agent contained in this Agreement or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of every such administrator of the Borrower Lenders or the Lender Agent and each incorporator, stockholder, affiliate, officer, employee or director of the Borrower Lenders or the Lender Agent or of any such administrator, or any of them, for breaches by the Borrower Lenders or the Lender Agent of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 9.09 10.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender Administrative Agent or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any administrator of the Borrower or the Lender any such Person or any incorporator, affiliate, stockholder, officer, employee or director of the Borrower Administrative Agent or the Lender any Secured Party or of any such administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower Administrative Agent or the Lender any Secured Party pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 11.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower or the Lender any such Person or any incorporator, stockholder, affiliate, officer, employee or director of the Borrower or the Lender or of any such administrator, as such, or any of themPerson, under or by reason of any of the obligations, covenants or agreements of the Borrower Administrative Agent or the Lender any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of every such administrator of the Borrower or the Lender any such Person and each incorporator, stockholder, affiliate, officer, employee or director of the Borrower or the Lender any such Person or of any such administrator, or any of them, for breaches by the Borrower Administrative Agent or the Lender any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. . (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor or the Servicer or any other Person against the Administrative Agent or any Secured Party or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower, the Transferor and the Servicer each hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Loan Assets is intended to be assumed by the Administrative Agent, the Lenders or any Secured Party under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding any contrary provision set forth herein, no claim may be made against the Borrower, the Transferor or the Servicer or any of their respective Affiliates or their respective directors, officers, employees, attorneys or agents by the Administrative Agent, the Collateral Agent, any Lender or any other Secured Party or any other Person for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; provided that nothing contained in this sentence limits the Borrower’s, the Transferor’s or the Servicer’s indemnity obligations under the Transaction Documents to the extent such special, indirect, punitive or consequential damages are included in any third party claim against the Administrative Agent, the Collateral Agent, any Lender or any other Secured Party or any other Person in connection with which such Person is entitled to indemnification hereunder. (e) The provisions of this Section 9.09 11.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender ‑190‑ Administrative Agent or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any administrator of the Borrower or the Lender any such Person or any incorporator, affiliate, stockholder, officer, employee or director of the Borrower Administrative Agent or the Lender any Secured Party or of any such administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower Administrative Agent or the Lender any Secured Party pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 11.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower or the Lender or any incorporator, stockholder, affiliate, officer, employee or director of the Borrower or the Lender or of any such administrator, as such, or any of themPerson, under or by reason of any of the obligations, covenants or agreements of the Borrower Administrative Agent or the Lender any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of every such administrator of the Borrower or the Lender any such Person and each incorporator, stockholder, affiliate, officer, employee or director of the Borrower or the Lender any such Person or of any such administrator, or any of them, for breaches by the Borrower Administrative Agent or the Lender any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. ; provided that, the foregoing non‑recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee, partner, member, manager or director of the Borrower, the Collateral Manager, the Seller or the Equityholder to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Equityholder or the Collateral Manager or any other Person against the Administrative Agent or any Secured Party or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower, the Equityholder and the Collateral Manager each hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected; provided that, nothing contained in this sentence shall limit the Borrower’s indemnification obligations hereunder to the extent such damages are included in a third party claim in connection with which an Indemnified Party is entitled to indemnification hereunder. (c) No obligation or liability to any Obligor under any of the Collateral Obligations is intended to be assumed by the Administrative Agent, the Lenders or any other Secured Party under or as a result of this Agreement and/or the transactions contemplated hereby. (d) The provisions of this Section 9.09 11.09 shall survive the termination of this Agreement.. ‑191‑

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender Seller as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any administrator of the Borrower or the Lender Seller or any incorporator, affiliate, stockholdermanager, officer, employee or director of the Borrower or the Lender Seller or of any such administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; otherwise it being expressly agreed and understood that the agreements of each party hereto the Seller contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or in connection herewith are, in each case, solely the corporate limited liability company obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in any way such corporate obligations of such party)the Seller, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower or the Lender Seller or any incorporator, stockholder, affiliatemanager, officer, employee or director of the Borrower or the Lender Seller or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Borrower or the Lender Seller contained in this Agreement or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of every such administrator of the Borrower or the Lender Seller and each incorporator, stockholder, affiliatemanager, officer, employee or director of the Borrower or the Lender Seller or of any such administrator, or any of them, for breaches by the Borrower or the Lender Seller of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 9.09 10.9(a) shall survive the termination of this Agreement. (b) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Buyer as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any administrator of the Buyer or any incorporator, manager, officer, employee or director of the Buyer or of any such administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise it being expressly agreed and understood that the agreements of the Buyer contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the limited liability company obligations of the Buyer, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Buyer or any incorporator, manager, officer, employee or director of the Buyer or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Buyer contained in this Agreement or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of every such administrator of the Buyer and each incorporator, manager, officer, employee or director of the Buyer or of any such administrator, or any of them, for breaches by the Buyer of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 10.9 (b) shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender any party as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any administrator of the Borrower or the Lender such party or any incorporator, affiliate, stockholder, officer, employee employee, manager or director of the Borrower or the Lender such party or of any such administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each such party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower or the Lender such party or any incorporator, stockholder, affiliate, officer, employee employee, manager or director of the Borrower or the Lender such party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Borrower or the Lender such party contained in this Agreement or in any other such -35- 40 instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of every such administrator of the Borrower or the Lender such party and each incorporator, stockholder, affiliate, officer, employee employee, manager or director of the Borrower or the Lender such party or of any such administrator, as such, or any of them, for breaches by the Borrower or the Lender such party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 9.09 9.11 shall survive the termination of this Agreement. (b) Notwithstanding anything contained in this Agreement, no CP Purchaser shall have any obligation to pay any amount required to be paid by it hereunder to any Liquidity Agent, the Administrative Agent or any Deal Agent, in excess of any amount available to such CP Purchaser after paying or making provision for the payment of its Commercial Paper. All payment obligations of a CP Purchaser hereunder are contingent upon the availability of funds in excess of the amounts necessary to pay Commercial Paper; and each of the Liquidity Agent, the Administrative Agent, each Deal Agent and each Liquidity Purchaser agrees that they shall not have a claim under Section 101(5) of the United State Bankruptcy Code if and to the extent that any such payment obligation exceeds the amount available to a CP Purchaser to pay such amounts after paying or making provision for the payment of its Commercial Paper.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Equityholder as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any administrator of the Borrower or the Lender or any incorporator, affiliate, stockholder, officer, partner, member, manager, employee or director of the Borrower Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Lender or of any such administrator, as such, Equityholder by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto the Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Equityholder contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or in connection herewith are, in each case, solely the corporate or limited liability company obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, the Borrower, the Collateral Manager, the Seller or the Equityholder, and that no personal liability whatsoever shall attach to or be incurred by the Administrative Agent, any administrator of Secured Party, the Borrower Borrower, the Collateral Manager, the Seller or the Lender Equityholder or any incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the Borrower Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Lender or of any such administrator, as such, or any of them, Equityholder under or by reason of any of the obligations, covenants or agreements of the Borrower Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Lender Equityholder contained in this Agreement or in any other such instruments, documents or agreements, or which that are implied therefrom, and that any and all personal liability of every such administrator of the Borrower Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Lender Equityholder and each incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the Borrower Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Lender or of any such administratorEquityholder, or any of them, for breaches by the Borrower Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Lender Equityholder of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee, partner, member, manager or director of the Borrower, the Collateral Manager, the Seller or the Equityholder to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Seller, the Collateral Manager or any other Person against the Administrative Agent, the Collateral Agent and the Secured Parties or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each of the Borrower, the Seller and the Collateral Manager hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Seller or any other Person against the Collateral Manager or its Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (d) Notwithstanding any contrary provision set forth herein, no claim may be made by the Collateral Manager against the Borrower or its Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Collateral Manager hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (e) No obligation or liability to any Obligor under any of the Loans is intended to be assumed by the Administrative Agent and the Secured Parties under or as a result of this Agreement and the transactions contemplated hereby. (f) Notwithstanding any other provision of this Agreement, none of the parties to this Agreement may, prior to the date which is one year (or if longer the applicable preference period then in effect) plus one day after the Termination Date, institute against, or join any other Person in instituting against, the Borrower, any bankruptcy, winding up, reorganization, arrangement, insolvency, moratorium or liquidation proceedings, or other proceedings under U.S. federal or state bankruptcy or similar laws of any jurisdiction. Nothing in this Section 12.11(f) shall preclude, or be deemed to estop, the Collateral Agent or any of the other party to this Agreement (i) from taking any action prior to the expiration of the aforementioned period in (y) any case or proceeding voluntarily filed or commenced by the Borrower or (z) any involuntary insolvency proceeding filed or commenced by a Person other than one of the parties to this Agreement, or (ii) from commencing against the Borrower or any of its property any legal action that is not a bankruptcy, winding up, reorganization, arrangement, insolvency, moratorium, liquidation or similar proceeding. It is understood that the foregoing provisions of this paragraph (f) shall not (i) prevent recourse to the Collateral in the manner provided herein for the sums due or to become due under any obligation, instrument or agreement that is part of the Collateral or (ii) constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Loans (to the extent that they evidence debt) or secured by this Agreement until such Collateral has been realized and proceeds distributed in accordance with the provisions of Section 2.7 and Section 2.8, whereupon any outstanding indebtedness or obligation of the Borrower shall be extinguished. It is further understood that the foregoing provisions of this paragraph (f) shall not limit the right of any Person to name the Borrower as a party defendant in any proceeding or in the exercise of any other remedy under this Agreement, 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 Borrower. (g) The provisions of this Section 9.09 12.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender Administrative Agent, any Secured Party, or any Loan Party as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any administrator of the Borrower or the Lender or any incorporator, affiliate, stockholder, member, officer, employee partner, employee, administrator, partner, organizer or director of the Borrower Administrative Agent, any Secured Party, or the Lender or of any such administrator, as such, Loan Party by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto the Administrative Agent, any Secured Party, or any Loan Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, or any Loan Party, and that no personal liability whatsoever shall attach to or be incurred by the Administrative Agent, any administrator of the Borrower or the Lender Secured Party, any Loan Party or any incorporator, stockholder, affiliate, officer, partner, employee or director of the Borrower or the Lender or of Administrative Agent, any such administrator, as suchSecured Party, or any of them, Loan Party under or by reason of any of the obligations, covenants or agreements of the Borrower Administrative Agent, any Secured Party, or the Lender any Loan Party contained in this Agreement or in any other such instruments, documents or agreements, or which that are implied therefrom, and that any and all personal liability of every such administrator of the Borrower Administrative Agent, any Secured Party, or the Lender any Loan Party and each incorporator, stockholder, affiliate, officer, partner, employee administrator, partner, organizer or director of the Borrower Administrative Agent, any Secured Party or the Lender or of any such administratorLoan Party, or any of them, for breaches by the Borrower Administrative Agent, any Secured Party, or the Lender any Loan Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. ; provided that the foregoing non-recourse provisions shall in no [Investcorp] Loan and Security Agreement way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee or director of any Loan Party to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by any Loan Party or any other Person against the Administrative Agent and the Secured Parties or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each Loan Party hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Loans is intended to be assumed by the Administrative Agent and the Secured Parties under or as a result of this Agreement and the transactions contemplated hereby. (d) The provisions of this Section 9.09 12.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, including the payment of any fees or any other obligations) of any Secured Party, the Lender Backup Servicer, the Account Bank, the Collateral Custodian, Regional Management, or the Borrower as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any manager or administrator of the Borrower or the Lender such Person or any incorporator, affiliateAffiliate, stockholder, officer, employee or director of the Borrower or the Lender such Person or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto any Secured Party, the Backup Servicer, the Account Bank and the Collateral Custodian contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in any way such corporate obligations of such party)Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower or the Lender any such Person or any incorporator, stockholder, affiliateAffiliate, officer, employee or director of the Borrower or the Lender such Person or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Borrower or the Lender such Person contained in this Agreement or in any other such instruments, documents or agreements, or which that are implied therefrom, and that any and all personal liability of every such administrator of the Borrower or the Lender such Person and each incorporator, stockholder, affiliateAffiliate, officer, employee or director of the Borrower or the Lender such Person or of any such administrator, or any of them, for breaches by the Borrower or the Lender such Person of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. . (b) The provisions of this Section 9.09 shall survive the termination of this Agreement. (c) No claim may be made by the Borrower, the Servicer or any of their Affiliates against the Administrative Agent, any Lender, the Collateral Custodian, the Backup Servicer, the Account Bank, or any of their Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages arising out of or related to the transactions contemplated by this Agreement, and each of the Borrower and the Servicer, to the extent permitted by Applicable Law, hereby waives, releases, and agrees not to ▇▇▇ upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender Administrative Agent, any Secured Party, the Borrower, the Collateral Manager or the Equityholder as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any administrator of the Borrower or the Lender or any incorporator, affiliate, stockholder, officer, partner, member, manager, employee or director of the Borrower Administrative Agent, any Secured Party, the Borrower, the Collateral Manager or the Lender or of any such administrator, as such, Equityholder by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto the Administrative Agent, any Secured Party, the Borrower, the Collateral Manager or the Equityholder contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or in connection herewith are, in each case, solely the corporate or limited liability company obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, the Borrower, the Collateral Manager or the Equityholder, and that no personal liability whatsoever shall attach to or be incurred by the Administrative Agent, any administrator of Secured Party, the Borrower Borrower, the Collateral Manager or the Lender Equityholder or any incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the Borrower Administrative Agent, any Secured Party, the Borrower, the Collateral Manager or the Lender or of any such administrator, as such, or any of them, Equityholder under or by reason of any of the obligations, covenants or agreements of the Borrower Administrative Agent, any Secured Party, the Borrower, the Collateral Manager or the Lender Equityholder contained in this Agreement or in any other such instruments, documents or agreements, or which that are implied therefrom, and that any and all personal liability of every such administrator of the Borrower Administrative Agent, any Secured Party, the Borrower, the Collateral Manager or the Lender Equityholder and each incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the Borrower Administrative Agent, any Secured Party, the Borrower, the Collateral Manager or the Lender or of any such administratorEquityholder, or any of them, for breaches by the Borrower Administrative Agent, any Secured Party, the Borrower, the Collateral Manager or the Lender Equityholder of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee, partner, member, manager or director of the Borrower, the Collateral Manager or the Equityholder to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Equityholder, the Collateral Manager or any other Person against the Administrative Agent, the Collateral Agent and the other Secured Parties or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each of the Borrower, the Equityholder and the Collateral Manager hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Equityholder or any other Person against the Collateral Manager or its Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (d) Notwithstanding any contrary provision set forth herein, no claim may be made by the Collateral Manager against the Borrower or its Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Collateral Manager hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (e) No obligation or liability to any Obligor under any of the Loans is intended to be assumed by the Administrative Agent and the Secured Parties under or as a result of this Agreement and the transactions contemplated hereby. (f) Notwithstanding any other provision of this Agreement, none of the parties to this Agreement may, prior to the date which is one year (or if longer the applicable preference period then in effect) plus one day after the Termination Date, institute against, or join any other Person in instituting against, the Borrower, any bankruptcy, winding up, reorganization, arrangement, insolvency, moratorium or liquidation proceedings, or other proceedings under U.S. federal or state bankruptcy or similar laws of any jurisdiction. Nothing in this Section 12.11(f) shall preclude, or be deemed to estop, the Collateral Agent, the Custodian or any of the other party to this Agreement (i) from taking any action prior to the expiration of the aforementioned period in (y) any case or proceeding voluntarily filed or commenced by the Borrower or (z) any involuntary insolvency proceeding filed or commenced by a Person other than one of the parties to this Agreement, or (ii) from commencing against the Borrower or any of its property any legal action that is not a bankruptcy, winding up, reorganization, arrangement, insolvency, moratorium, liquidation or similar proceeding. It is understood that the foregoing provisions of this paragraph (f) shall not (i) prevent recourse to the Collateral in the manner provided herein for the sums due or to become due under any obligation, instrument or agreement that is part of the Collateral or (ii) constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Loans (to the extent that they evidence debt) or secured by this Agreement until such Collateral has been realized and proceeds distributed in accordance with the provisions of Section 2.7 and Section 2.8, whereupon any outstanding indebtedness or obligation of the Borrower shall be extinguished. It is further understood that the foregoing provisions of this paragraph (f) shall not limit the right of any Person to name the Borrower as a party defendant in any proceeding or in the exercise of any other remedy under this Agreement, 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 Borrower. (g) Each of U.S. Bank (in each of its capacities) and USBNA (in each of its capacities) agrees to accept and act upon instructions or directions pursuant to this Agreement or any document executed in connection herewith sent by unsecured email, facsimile transmission or other similar unsecured electronic methods, provided, however, that any person providing such instructions or directions shall provide to U.S. Bank or USBNA, as applicable, an incumbency certificate listing persons designated to provide such instructions or directions, which incumbency certificate shall be amended whenever a person is added or deleted from the listing. If such person elects to give U.S. Bank or USBNA, as applicable, email or facsimile instructions (or instructions by a similar electronic method) and U.S. Bank or USBNA, as applicable, in its discretion elects to act upon such instructions, U.S. Bank’s reasonable understanding of such instructions shall be deemed controlling. U.S. Bank or USBNA shall not be liable for any losses, costs or expenses arising directly or indirectly from their reliance upon and compliance with such instructions notwithstanding such instructions conflicting with or being inconsistent with a subsequent written instruction. Any person providing such instructions or directions agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to U.S. Bank or USBNA, as applicable, including without limitation the risk of U.S. Bank or USBNA, as applicable, acting on unauthorized instructions, and the risk of interception and misuse by third parties and acknowledges and agrees that there may be more secure methods of transmitting such instructions than the method(s) selected by it and agrees that the security procedures (if any) to be followed in connection with its transmission of such instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances. (h) The provisions of this Section 9.09 12.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender Seller as contained in this Agreement Agreement, any other Facility Document or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto to or in connection herewith with this Agreement or any other Facility Document shall be had against any administrator of the Borrower or the Lender or any stockholder, incorporator, affiliatepartner, stockholdermember, manager, authorized representative, officer, employee employee, personnel or director of the Borrower or the Lender or of any such administrator, as such, Seller by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; otherwise it being expressly agreed and understood that the agreements of each party hereto the Seller contained in this Agreement Agreement, any other Facility Document and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto to or in connection herewith with this Agreement or any other Facility Document are, in each case, solely the corporate limited liability company (or, on or after the Conversion, if any, corporate) obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in any way such corporate obligations of such party)the Seller, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower or the Lender or any stockholder, incorporator, stockholderpartner, affiliatemember, manager, authorized representative, officer, employee employee, personnel or director of the Borrower or the Lender or of any such administrator, as suchSeller, or any of them, under or by reason of any of the obligations, covenants or agreements of the Borrower or the Lender Seller contained in this Agreement Agreement, any other Facility Document or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of every such administrator of the Borrower or the Lender and each stockholder, incorporator, stockholderpartner, affiliatemember, manager, authorized representative, officer, employee employee, personnel or director of the Borrower or the Lender or of any such administratorSeller, or any of them, for breaches by the Borrower or the Lender Seller of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 9.09 8.08(a) shall survive the termination of this Agreement. (b) Notwithstanding any other provision of this Agreement, the obligations of the Buyer under this Agreement and any other Facility Document are limited recourse obligations of the Buyer payable solely from the Collateral and, following realization of the Collateral, and application of the proceeds thereof in accordance with the Priority of Payments and all obligations of and any claims by the Seller against the Buyer hereunder after any such realization and application shall be extinguished and shall not thereafter revive. No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Buyer as contained in this Agreement, any other Facility Document or any other agreement, instrument or document entered into by it pursuant to or in connection with this Agreement or any other Facility Document shall be had against any stockholder, incorporator, partner, member, manager, authorized representative, officer, employee, personnel or director of the Buyer by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise it being expressly agreed and understood that the agreements of the Buyer contained in this Agreement, any other Facility Document and all of the other agreements, instruments and documents entered into by it pursuant to or in connection with this Agreement and any other Facility Document are, in each case, solely the limited liability company obligations of the Buyer, and that no personal liability whatsoever shall attach to or be incurred by any stockholder, incorporator, partner, member, manager, authorized representative, officer, employee, personnel or director of the Buyer or any of them, under or by reason of any of the obligations, covenants or agreements of the Buyer contained in this Agreement, any other Facility Document or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of each stockholder, incorporator, partner, member, manager, authorized representative, officer, employee, personnel or director of the Buyer, or any of them, for breaches by the Buyer of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 8.08(b) shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender Administrative Agent, the Purchaser Agents, or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any administrator of the Borrower Administrative Agent, the Purchaser Agents, or the Lender any Secured Party, or any incorporator, affiliate, stockholder, officer, employee or director of the Borrower Administrative Agent, the Purchaser Agents, or the Lender any Secured Party, or of any such administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto the Administrative Agent, the Purchaser Agents, or any Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in the Administrative Agent, the Purchaser Agents, or any way such corporate obligations of such party)Secured Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower Administrative Agent, the Purchaser Agents, or the Lender any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the Borrower Administrative Agent, the Purchaser Agents, or the Lender any Secured Party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Borrower Administrative Agent, the Purchaser Agents, or the Lender any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or which that are implied therefrom, and that any and all personal liability of every such administrator of the Borrower Administrative Agent, the Purchaser Agents, or the Lender any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Borrower Administrative Agent, the Purchaser Agents, or the Lender any Secured Party or of any such administrator, or any of them, for breaches by the Borrower Administrative Agent, the Purchaser Agents, or the Lender any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 9.09 13.11 shall survive the termination of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, no Conduit Purchaser shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Purchaser after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of a Conduit Purchaser hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by such Conduit Purchasers, exceeds the amount available to such Conduit Purchasers, to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (c) Notwithstanding any contrary provision set forth herein, no claim may be made by the Seller, the Originator or the Servicer or any other Person against the Administrative Agent, the Secured Parties, the Trustee or the Backup Servicer or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Seller, the Originator and the Servicer each hereby waives, releases, and agrees not to ▇▇▇ upon any claim for any such damages, whether or not accrued and whether or not known or suspected. If the Backup Servicer is prevented from fulfilling its obligations hereunder as a result of government actions, regulations, fires, strikes, accidents, acts of God or other causes beyond its control, the Backup Servicer’s obligations shall be suspended for a reasonable time during which such conditions exist. (d) No obligation or liability to any Obligor under any of the Loans is intended to be assumed by the Administrative Agent and the Secured Parties under or as a result of this Agreement and the transactions contemplated hereby.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, including the payment of any fees or any other obligations) of the Lender Facility Servicer, the Portfolio Asset Servicer, the Sponsor, the Administrative Agent, the Lenders or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower Facility Servicer, the Portfolio Asset Servicer, the Sponsor, the Administrative Agent, the Lenders or the Lender any Secured Party pursuant hereto or in connection herewith shall be had against any administrator of the Borrower Facility Servicer, the Portfolio Asset Servicer, the Sponsor, the Administrative Agent, the Lenders or the Lender any Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of the Borrower Facility Servicer, the Portfolio Asset Servicer, the Sponsor, the Administrative Agent, the Lenders or the Lender any Secured Party or of any such administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower Facility Servicer, the Portfolio Asset Servicer, the Sponsor, the Administrative Agent, the Lenders or the Lender any Secured Party pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 10.08 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower Administrative Agent, the Lenders or the Lender any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the Borrower Lenders, the Facility Servicer, the Portfolio Asset Servicer, the Sponsor or the Lender Administrative Agent or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Borrower Facility Servicer, the Portfolio Asset Servicer, the Sponsor, the Administrative Agent, the Lenders or the Lender any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of every such administrator of the Borrower Facility Servicer, the Portfolio Asset Servicer, the Sponsor, the Administrative Agent, the Lenders or the Lender any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Borrower Facility Servicer, the Portfolio Asset Servicer, the Sponsor, the Administrative Agent, the Lenders or the Lender any Secured Party or of any such administrator, or any of them, for breaches by the Borrower Facility Servicer, the Portfolio Asset Servicer, the Sponsor, the Administrative Agent, the Lenders or the Lender any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. . (b) Notwithstanding any contrary provision set forth herein, no claim may be made by a party hereto against another party hereto or any Secured Party or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each party hereto hereby waives, releases, and agrees not to ▇▇▇ upon any claim for any such damages, whether or not accrued and whether or not known or suspected; provided that nothing contained in this sentence shall limit such Person’s indemnification obligations hereunder to the extent such damages are included in a third party claim in connection with which an indemnified party is entitled to indemnification hereunder. (c) No obligation or liability to any Obligor under any of the Loan Assets is intended to be assumed by the Facility Servicer, the Portfolio Asset Servicer, the Collateral Custodian, the Administrative Agent, the Lenders or any Secured Party under or as a result of this Agreement, the other Transaction Documents or the transactions contemplated hereby. (d) The provisions of this Section 9.09 shall 10.08 survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any manager or administrator of the Borrower or the Lender such Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of the Borrower or the Lender such Secured Party or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto such Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in any way such corporate obligations of such party)Secured Party, and that no personal liability whatsoever shall attach to or be incurred by any manager or administrator of the Borrower or the Lender such Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the Borrower or the Lender such Secured Party or of any such manager or administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Borrower or the Lender such Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of every such manager or administrator of the Borrower or the Lender such Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Borrower or the Lender such Secured Party or of any such manager or administrator, or any of them, for breaches by the Borrower or the Lender such Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding anything in this Agreement or any other Transaction Document to the contrary, VFCC shall have no obligation to pay any amount required to be paid by it hereunder or thereunder in excess of any amount available to VFCC after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of VFCC hereunder are contingent on the availability of funds in excess of the amounts necessary to pay Commercial Paper Notes; and each of the Seller, the Servicer, the Backup Servicer, the Deal Agent, the Liquidity Agent and the Secured Parties agree that they shall not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation exceeds the amount available to VFCC to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (c) The provisions of this Section 9.09 11.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, including the payment of any fees or any other obligations) of each Agent, any Secured Party, the Lender Backup Servicer, the Account Bank, Regional Management, or the Borrower as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any manager or administrator of the Borrower or the Lender such Person or any incorporator, affiliateAffiliate, stockholder, officer, employee or director of the Borrower or the Lender such Person or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto the Agents, any Secured Party, the Backup Servicer and the Account Bank contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in any way such corporate obligations of such party)Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower or the Lender any such Person or any incorporator, stockholder, affiliateAffiliate, officer, employee or director of the Borrower or the Lender such Person or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Borrower or the Lender such Person LEGAL02/42658427v2 contained in this Agreement or in any other such instruments, documents or agreements, or which that are implied therefrom, and that any and all personal liability of every such administrator of the Borrower or the Lender such Person and each incorporator, stockholder, affiliateAffiliate, officer, employee or director of the Borrower or the Lender such Person or of any such administrator, or any of them, for breaches by the Borrower or the Lender such Person of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 9.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender Purchaser or the Guarantor as contained in this Agreement Agreement, the Repurchase Documents or any other agreement, instrument or document entered into by the Borrower Purchaser or the Lender Guarantor any such party pursuant hereto or thereto or in connection herewith or therewith shall be had against any administrator of the Borrower Purchaser or the Lender Guarantor or any incorporator, affiliateAffiliate (direct or indirect), owner, member, partner, stockholder, officer, employee director, employee, agent or director attorney of the Borrower Purchaser or the Lender Guarantor or of any such administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto the Purchaser or the Guarantor contained in this Agreement Agreement, the Repurchase Documents and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or thereto or in connection herewith or therewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in any way such corporate obligations of such party)the Purchaser or the Guarantor, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower Purchaser or the Lender Guarantor or any incorporator, owner, member, partner, stockholder, affiliateAffiliate (direct or indirect), officer, employee director, employee, agent or director attorney of the Borrower Purchaser or the Lender Guarantor, or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Borrower Purchaser or the Lender Guarantor contained in this Agreement or in any other such instruments, documents or agreements, or which that are implied therefrom, and that any and all personal liability of every such administrator of the Borrower Purchaser or the Lender Guarantor and each incorporator, owner, member, partner, stockholder, affiliateAffiliate (direct or indirect), officer, employee director, employee, agent or director attorney of the Borrower Purchaser or the Lender Guarantor, or of any such administrator, or any of them, for breaches by the Borrower Purchaser or the Lender Guarantor of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for 103 the execution of this Agreement. The provisions of this Section 9.09 13.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement agreement, (including, without limitation, the payment of any fees or any other obligations) of any of the Lender Issuer, any Purchaser or any Deal Agent as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any administrator of the Borrower or the Lender such party or any incorporator, affiliate, stockholder, member, manager, officer, employee or director of the Borrower or the Lender such party or of any such administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each such party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower or the Lender such party or any incorporator, stockholder, member, manager, affiliate, officer, employee or director of the Borrower or the Lender such party or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Borrower or the Lender such party contained in this Agreement or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of every such administrator of the Borrower or the Lender such party and each incorporator, stockholder, member, manager, affiliate, officer, employee or director of the Borrower or the Lender such party or of any such administrator, or any of them, for breaches by the Borrower or the Lender such party of any such obligations, covenants or agreements, agreements which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding anything contained in this Agreement or any other Series 2008-1 Transaction Document, no CP Purchaser shall have any obligation to pay any amount required to be paid by it hereunder or thereunder to its Deal Agent, or to any other Person, in excess of any amount available to such CP Purchaser after paying or making provision for the payment of its Commercial Paper. The provisions All payment obligations of this a CP Purchaser hereunder are contingent upon the availability of funds in excess of the amounts necessary to pay Commercial Paper; and each Liquidity Agent, the Issuer and each Deal Agent agrees that they shall not have a “claim” (as defined in Section 9.09 shall survive 101(5) of the termination Bankruptcy Code) if and to the extent that any such payment obligation exceeds the amount available to a CP Purchaser to pay such amounts after paying or making provision for the payment of this Agreementits Commercial Paper.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender Administrative Agent, any Secured Party, the Borrower, the Collateral Manager or the Equity Investor as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any administrator of the Borrower or the Lender or any incorporator, affiliate, stockholder, officer, partner, member, manager, employee or director of the Borrower Administrative Agent, any Secured Party, the Borrower, the Collateral Manager or the Lender or of any such administrator, as such, Equity Investor by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto the Administrative Agent, any Secured Party, the Borrower, the Collateral Manager or the Equity Investor contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant -146- USActive 55348338.2 (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Collateral Manager or any other Person against the Administrative Agent, the Collateral Agent and the other Secured Parties or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages (including lost profits) in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each of the Borrower and the Collateral Manager hereby waives, releases, and agrees not to ▇▇▇ upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower against the Collateral Manager or its Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower hereby waives, releases, and agrees not to ▇▇▇ upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (d) Notwithstanding any contrary provision set forth herein, no claim may be made by the Collateral Manager against the Borrower or its Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the Lender pursuant hereto transactions contemplated by this Agreement, or any act, omission or event occurring in connection herewith aretherewith; and the Collateral Manager hereby waives, releases, and agrees not to ▇▇▇ -147- USActive 55348338.2 (e) No obligation or liability to any Obligor under any of the Loans is intended to be assumed by the Administrative Agent and the Secured Parties under or as a result of this Agreement and the transactions contemplated hereby. (f) Notwithstanding any other provision of this Agreement, none of the parties to this Agreement, may, prior to the date which is one year (or if longer the applicable preference period then in each caseeffect) plus one day after the later to occur of (A) if the Permitted Securitization does not proceed with respect to a particular Borrower, solely the corporate obligations Termination Date or (B) if the Permitted Securitization does proceed, the payment in full of such party (and nothing all notes issued by the Borrower thereunder, institute against, or join any other Person in instituting against, the Borrower, any bankruptcy, winding up, reorganization, arrangement, insolvency, moratorium or liquidation proceedings, or other proceedings under U.S. federal or state bankruptcy or similar laws of any jurisdiction. Nothing in this Section 9.09 12.11(f) shall be construed to diminish in any way such corporate obligations of such party)preclude, and that no personal liability whatsoever shall attach to or be incurred by any administrator of deemed to estop, the Borrower or Collateral Agent, the Lender or any incorporator, stockholder, affiliate, officer, employee or director of the Borrower or the Lender or of any such administrator, as such, Custodian or any of them, under or by reason of the other party to this Agreement (i) from taking any action prior to the expiration of the obligations, covenants aforementioned period in (y) any case or agreements of the Borrower proceeding voluntarily filed or the Lender contained in this Agreement or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of every such administrator of the Borrower or the Lender and each incorporator, stockholder, affiliate, officer, employee or director of the Borrower or the Lender or of any such administrator, or any of them, for breaches commenced by the Borrower or (z) any involuntary insolvency proceeding filed or commenced by a Person other than one of the Lender parties to this Agreement, or (ii) from commencing against the Borrower or any of its property any legal action that is not a bankruptcy, winding up, reorganization, arrangement, insolvency, moratorium, liquidation or similar proceeding. It is understood that the foregoing provisions of this paragraph (f) shall not (i) prevent recourse to the Collateral in the manner provided herein for the sums due or to become due under any obligation, instrument or agreement that is part of the Collateral or (ii) constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Loans or the VFN (to the extent that they evidence debt) or secured by this Agreement until such obligationsCollateral has been realized and proceeds distributed in accordance with the provisions of Section 2.7 and Section 2.8, covenants whereupon any outstanding indebtedness or agreementsobligation of the Borrower shall be extinguished. It is further understood that the foregoing provisions of this paragraph (f) shall not limit the right of any Person to name the Borrower as a party defendant in any proceeding or in the exercise of any other remedy under this Agreement, 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 Borrower. (g) U.S. Bank (in each of its capacities) agrees to accept and act upon instructions or directions pursuant to this Agreement or any document executed in connection herewith sent by unsecured email, facsimile transmission or other similar unsecured electronic methods, provided, however, that any person providing such instructions or directions shall provide to U.S. Bank an incumbency certificate listing persons designated to provide such instructions or directions, which liability may arise either at common law incumbency certificate shall be amended whenever a person is added or deleted from the listing. If such person elects to give U.S. Bank email or facsimile instructions (or instructions by a similar electronic method) and U.S. Bank in equityits discretion elects to act upon such instructions, by statute U.S. Bank’s reasonable understanding of such instructions shall be deemed controlling. U.S. Bank shall not be liable for any losses, costs or constitution, expenses arising directly or otherwise, is hereby expressly waived as indirectly from U.S. Bank’s reliance upon and compliance with such instructions notwithstanding such instructions conflicting with or being inconsistent with a condition of and in consideration for the execution of this Agreementsubsequent written instruction. Any person providing such instructions or directions agrees to assume all risks arising -148- USActive 55348338.2 (h) The provisions of this Section 9.09 12.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. No recourse under or with -------------------------------- respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any administrator of the Borrower or the Lender or any incorporator, affiliate, stockholder, officer, employee or director of the Borrower or the Lender or of any such administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the -- ----- --------- ------ --- ---------- agreements of each party hereto the Lender contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in any way such corporate obligations of such party)the Lender, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower or the Lender or any incorporator, stockholder, affiliate, officer, employee or director of the Borrower or the Lender or of any such administrator, as such, or any of other them, under or by reason of any of the obligations, covenants or agreements of the Borrower or the Lender contained in this Agreement or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of every such administrator of the Borrower or the Lender and each incorporator, stockholder, affiliate, officer, employee or director of the Borrower or the Lender or of any such administrator, or any of them, for breaches by the Borrower or the Lender of any such obligations, covenants 66 or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 9.09 shall survive the termination of this Agreement.. ------------

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender Administrative Agent, any Secured Party, or any Loan Party as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any administrator of the Borrower or the Lender or any incorporator, affiliate, stockholder, member, officer, employee partner, employee, administrator, partner, organizer or director of the Borrower Administrative Agent, any Secured Party, or the Lender or of any such administrator, as such, Loan Party by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto the Administrative Agent, any Secured Party, or any Loan Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, or any Loan Party, and that no personal liability whatsoever shall attach to or be incurred by the Administrative Agent, any administrator of the Borrower or the Lender Secured Party, any Loan Party or any incorporator, stockholder, affiliate, officer, partner, employee or director of the Borrower or the Lender or of Administrative Agent, any such administrator, as suchSecured Party, or any of them, Loan Party under or by reason of any of the obligations, covenants or agreements of the Borrower Administrative Agent, any Secured Party, or the Lender any Loan Party contained in this Agreement or in any other such instruments, documents or agreements, or which that are implied therefrom, and that any and all personal liability of every such administrator of the Borrower Administrative Agent, any Secured Party, or the Lender any Loan Party and each incorporator, stockholder, affiliate, officer, partner, employee administrator, partner, organizer or director of the Borrower Administrative Agent, any Secured Party or the Lender or of any such administratorLoan Party, or any of them, for breaches by the Borrower Administrative Agent, any Secured Party, or the Lender any Loan Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee or director of any Loan Party to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person. [Investcorp] Loan and Security Agreement (b) Notwithstanding any contrary provision set forth herein, no claim may be made by any Loan Party or any other Person against the Administrative Agent and the Secured Parties or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each Loan Party hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Loans is intended to be assumed by the Administrative Agent and the Secured Parties under or as a result of this Agreement and the transactions contemplated hereby. (d) The provisions of this Section 9.09 12.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender any party hereto as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any administrator of the Borrower or the Lender or any incorporator, affiliate, stockholder, officer, partner, member, manager, employee or director of the Borrower or the Lender or of any such administrator, as such, thereof by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or in connection herewith are, in each case, solely the corporate or limited liability company obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower or the Lender such party or any incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the Borrower or the Lender or of any such administrator, as such, or any of them, thereof under or by reason of any of the obligations, covenants or agreements of the Borrower or the Lender any such party hereto contained in this Agreement or in any other such instruments, documents or agreements, or which that are implied therefrom, and that any and all personal liability of every such administrator of the Borrower or the Lender any party hereto and each incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the Borrower or the Lender or of any such administrator, thereof or any of them, for breaches by the Borrower or the Lender any such party hereto of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. ; provided that the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee, partner, member, manager or director of any the Borrower, the Servicer, the Originator or the Equityholder to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Servicer or any other Person against the Administrative Agent and the Secured Parties or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each of the Borrower and the Servicer hereby waives, releases, and agrees not to ▇▇▇ upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) Notwithstanding any contrary provision set forth herein, no claim may be made by the Servicer against the Borrower or its Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Servicer hereby waives, releases, and agrees not to ▇▇▇ upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (d) No obligation or liability to any Obligor under any of the Loans is intended to be assumed by the Administrative Agent and the Secured Parties under or as a result of this Agreement and the transactions contemplated hereby. (e) The provisions of this Section 9.09 13.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Class A-L-B Lender as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any administrator of the Borrower or the Lender or any incorporator, affiliate, stockholder, Affiliate, officer, member, manager, partner, employee or director of the Borrower or the Lender or of any such administratorClass A-L-B Lender, as such, by the enforcement of any assessment or assessment, by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto such Class A-L-B Lender contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in any way such corporate obligations of such party)Class A-L-B Lender, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower or the Lender or any incorporator, stockholder, affiliateAffiliate, officer, member, manager, partner, employee or director of the Borrower or the Lender or of any such administratorClass A- L-B Lender, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Borrower or the such Class A-L-B Lender contained in this Agreement or in any other such instrumentsinstrument, documents document or agreementsagreement, or which are implied therefrom, and that any and all personal liability of every such administrator of the Borrower or the Lender and each incorporator, stockholder, affiliateAffiliate, officer, employee employee, member, manager, partner or director of the Borrower or the such Class A-L-B Lender or of any such administrator, or any of them, for breaches by the Borrower or the such Class A-L-B Lender of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 9.09 shall survive the termination of this Agreement.in

Recourse Against Certain Parties. (a) Notwithstanding any contrary provision set forth herein, no claim may be made by any party hereto or any other Person against any party hereto or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each party hereto hereby waives, releases, and agrees not to s▇▇ upon any claim for any such damages, whether or not accrued and whether or not known or suspected; provided that this sentence shall in no way limit or vitiate the indemnity obligations of the Borrower or the Servicer hereunder with respect to a claim for special, indirect, consequential or punitive damages against any Indemnified Party which is brought by a Person not party hereto or brought in breach of this provision. (b) No obligation or liability to any Obligor under any of the Loan Assets is intended to be assumed by the Administrative Agent, the Lenders or any Secured Party under or as a result of this Agreement and the transactions contemplated hereby. (c) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender as Borrower contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender pursuant hereto or in connection herewith shall be had against any administrator of the Borrower or the Lender or any incorporator, affiliate, stockholder, officer, director, member, manager, employee or director agent of the Borrower or the Lender or (solely by virtue of any such administrator, as such, capacity) by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise, other than the limited recourse against those assets pledged by the Transferor or the Borrower pursuant to the applicable Pledge Agreement; it being expressly agreed and understood that the agreements of each party hereto contained in this Agreement and all is solely a corporate obligation of the other agreements, instruments and documents entered into by the Borrower or the Lender pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in any way such corporate obligations of such party)Borrower, and that no personal liability whatsoever whatever shall attach to or be incurred by any administrator of the Borrower or the Lender or any incorporator, stockholder, affiliateofficer, officerdirector, member, manager, employee or director agent of the Borrower or the Lender or (solely by virtue of any such administrator, as such, capacity) or any of them, them under or by reason of any of the obligations, covenants or agreements of the Borrower or the Lender contained in this Agreement or in any other such instruments, documents or agreementsAgreement, or which are implied therefrom, and that any and all personal liability of every such administrator of the Borrower or the Lender and each incorporator, stockholder, affiliate, officer, employee or director of the Borrower or the Lender or of any such administrator, or any of them, for breaches by the Borrower or the Lender of any of such obligations, covenants or agreements, which liability may arise either at common law or in at equity, or by statute statute, rule or constitutionregulation, of every such incorporator, stockholder, officer, director, member, manager, employee or otherwise, agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. Without limitation of the foregoing, no recourse shall be had for the payment of any amount owing in respect of the Advances against the Transferor, the Servicer, the Transferor or any Affiliate, shareholder, manager, officer, director, employee or member of the Borrower, the Transferor, the Servicer or their respective successors or assigns. (d) The provisions of this Section 9.09 12.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender any party hereto as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any administrator of the Borrower or the Lender any such Person or any incorporator, affiliate, stockholder, partner, member, manager, general partner, officer, employee or director of the Borrower or the Lender any such Person or of any such administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations corporate, partnership or limited liability company obligations, as applicable, of such party (and nothing in this Section 9.09 11.09 shall be construed to diminish in any way such corporate obligations corporate, partnership or limited liability company obligations, as applicable, of such party, as applicable), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower or the Lender any such Person or any incorporator, stockholder, partner, member, manager, general partner, affiliate, officer, employee or director of the Borrower or the Lender any such Person or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Borrower or the Lender such Person contained in this Agreement or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of every such administrator of the Borrower or the Lender any such Person and each incorporator, stockholder, partner, member, manager, affiliate, officer, employee or director of the Borrower or the Lender any such Person or of any such administrator, or any of them, for breaches by the Borrower or the Lender any such Person of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. . (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor or the Collateral Manager or any other Person against the Administrative Agent, the Group Agents, the Lenders or any Secured Party or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower, the Transferor and the Collateral Manager each hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Loan Assets is intended to be assumed by the Administrative Agent, the Lenders or any Secured Party under or as a result of this Agreement and the transactions contemplated hereby. (d) The provisions of this Section 9.09 11.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any manager or administrator of the Borrower or the Lender such Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of the Borrower or the Lender such Secured Party or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; otherwise it being expressly agreed and understood that the agreements of each party hereto such Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in any way such corporate obligations of such party)Secured Party, and that no personal liability whatsoever shall attach to or be incurred by any manager or administrator of the Borrower or the Lender such Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the Borrower or the Lender such Secured Party or of any such manager or administrator, as such, or any other of them, under or by reason of any of the obligations, . covenants or agreements of the Borrower or the Lender such Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of every such manager or administrator of the Borrower or the Lender such Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Borrower or the Lender such Secured Party or of any such administrator, or any of them, for breaches by the Borrower or the Lender such Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute 100 106 or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding anything in this Agreement or any other Transaction Document to the contrary, VFCC shall have no obligation to pay any amount required to be paid by it hereunder or thereunder in excess of any amount available to VFCC after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of VFCC hereunder are contingent upon the availability of funds in excess of the amounts necessary to pay Commercial Paper Notes; and each of the Seller, the Servicer, the Backup Servicer, the Deal Agent, the Liquidity Agent and the Secured Parties agrees that they shall not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation exceeds the amount available to VFCC to pay such amounts after paying or making provision for the payment of its Commercial Paper Notes. (c) The provisions of this Section 9.09 11.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) Notwithstanding anything in this Agreement to the contrary, no claim may be made by any party hereto or any other Person against any party hereto or their respective Affiliates, directors, managers, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each party hereto hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and (b) No obligation or liability to any Obligor under any of the Collateral Assets is intended to be assumed by the Administrative Agent, the Lenders or any Secured Party under or as a result of this Agreement and the transactions contemplated hereby. (c) The Secured Parties accept and agree that they shall have no recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender as Borrower contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender pursuant hereto or in connection herewith shall be had against any administrator of the Borrower or the Lender or any incorporatorshareholder, affiliatemember, stockholderlimited partner, officer, employee manager or director of the Borrower or the Lender or of any such administrator, as such, by the enforcement of any assessment assignment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto contained in this Agreement and all is a limited liability company obligation of the other agreements, instruments Borrower and documents entered into by the Borrower or the Lender pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to to, or be incurred by any administrator by, the shareholders, members, limited partners, officers, managers, agents or directors of the Borrower or the Lender or any incorporator, stockholder, affiliate, officer, employee or director of the Borrower or the Lender or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or and agreements of the Borrower or the Lender contained in this Agreement or in any other such instruments, documents or agreementsAgreement, or which are implied therefrom, and that any and all personal liability of every such administrator of the Borrower or the Lender and each incorporator, stockholder, affiliate, officer, employee or director of the Borrower or the Lender or of any such administrator, or any of them, for breaches breach by the Borrower or the Lender of any of such obligations, covenants or agreements, which liability may arise agreements either at common law or in equity, by statute or constitutioncertification of every such shareholder, limited partner, officer, agent or otherwise, director is hereby expressly waived by the Secured Parties as a condition of and in any consideration for of the execution of this Agreement. For the avoidance of doubt, nothing in this Section shall be deemed to limit the liability of the Borrower in its capacity as the Borrower hereunder. Notwithstanding any other provision of this Agreement, the obligations of the Borrower under this Agreement are payable solely out of the assets of the Borrower in accordance with the terms of the Transaction Documents (the “Recourse Assets”). The claims of Secured Parties against the Borrower shall be limited to the value from time to time of the Recourse Assets. The net proceeds of the realization of the Recourse Assets or the proceeds of sale of the Recourse Assets of the Borrower following the enforcement of the rights or interests of the Secured Parties may be insufficient to pay all amounts due to the Secured Parties after making payments to other creditors of Borrower ranking prior to the Secured Parties or pari passu therewith. If, following final distribution of the realization proceeds of the Recourse Assets applied in accordance with the Transaction Documents, the Borrower has insufficient funds to pay in full its obligations, then the Borrower will not be obliged to pay such shortfall, and all claims in respect of which shall be extinguished. It is understood that the foregoing provisions of this paragraph shall not (x) prevent recourse to the Collateral Portfolio or the Recourse Assets for the sums due or to become due under any security, instrument or agreement which is part of the Collateral Portfolio or the Recourse Assets or (y) constitute a waiver, release or discharge of any indebtedness or Obligation until such Recourse Assets have been realized. (d) The provisions of this Section 9.09 12.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of any of the Lender Issuer, the Servicer, VFCC, any Purchaser or the Deal Agent as contained in this Agreement the Deal Documents or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any administrator of the Borrower or the Lender such party or any incorporator, affiliate, stockholder, officer, employee or director of the Borrower or the Lender such party or of any such administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood IT BEING EXPRESSLY AGREED AND UNDERSTOOD that the agreements of each such party hereto contained in this Agreement the Deal Documents and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing party, PROVIDED THAT, in this Section 9.09 the case of VFCC, such liabilities shall be construed paid only after the repayment in full of all Commercial Paper and all other liabilities contemplated in the program documents with respect to diminish in any way such corporate obligations of such party)VFCC, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower or the Lender such party or any incorporator, stockholder, affiliate, officer, employee or director of the Borrower or the Lender such party or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Borrower or the Lender such Purchaser contained in this Agreement the Deal Documents or in any other such instrumentsinstrument, documents document or agreementsagreement, or which are implied therefrom, and that any and all personal liability of every such administrator of the Borrower or the Lender such party and each incorporator, stockholder, affiliate, officer, employee or director of the Borrower or the Lender such party or of any such administrator, or any of them, for breaches by the Borrower or the Lender such party of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of of, and in consideration for for, the execution of the Deal Documents. (b) Notwithstanding anything contained in this AgreementAgreement or any other Series 1997-1 Transaction Document, VFCC shall have no obligation to pay any amount required to be paid by it hereunder or in excess of any amount available to VFCC after paying or making provision for the payment of its Commercial Paper. All payment obligations of VFCC hereunder thereunder are contingent upon the availability of funds in excess of the amounts necessary to pay Commercial Paper; and each of the Issuer, the Deal Agent, the Liquidity Agent, the Servicer and each Investor agrees that they shall not have a claim under Section 101(5) of the United States Bankruptcy Code if and to the extent that any such payment obligation exceeds the amount available to VFCC to pay such amounts after paying or making provision for the payment of its Commercial Paper. (c) The provisions of this Section 9.09 9.5 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender Administrative Agent or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any administrator of the Borrower or the Lender any such Person or any AmericasActive:18709990.5 incorporator, affiliate, stockholder, officer, employee or director of the Borrower Administrative Agent or the Lender any Secured Party or of any such administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower Administrative Agent or the Lender any Secured Party pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 11.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower or the Lender any such Person or any incorporator, stockholder, affiliate, officer, employee or director of the Borrower or the Lender or of any such administrator, as such, or any of themPerson, under or by reason of any of the obligations, covenants or agreements of the Borrower Administrative Agent or the Lender any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of every such administrator of the Borrower or the Lender any such Person and each incorporator, stockholder, affiliate, officer, employee or director of the Borrower or the Lender any such Person or of any such administrator, or any of them, for breaches by the Borrower Administrative Agent or the Lender any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. . (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor or the Servicer or any other Person against the Administrative Agent or any Secured Party or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower, the Transferor and the Servicer each hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Loan Assets is intended to be assumed by the Administrative Agent, the Lenders or any Secured Party under or as a result of this Agreement and the transactions contemplated hereby. (d) The provisions of this Section 9.09 11.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender or the Agent as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower Borrower, the Lender or the Lender Agent pursuant hereto or in connection herewith shall be had against any administrator of the Borrower Borrower, the Lender or the Lender Agent or any incorporator, affiliate, stockholder, officer, employee or director of the Borrower Borrower, the Lender or the Lender Agent or of any such administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower Borrower, the Lender or the Lender Agent pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower Borrower, the Lender or the Lender Agent or any incorporator, stockholder, affiliate, officer, employee or director of the Borrower Borrower, the Lender or the Lender Agent or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Borrower Borrower, the Lender or the Lender Agent contained in this Agreement or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of every such administrator of the Borrower Borrower, the Lender or the Lender Agent and each incorporator, stockholder, affiliate, officer, employee or director of the Borrower Borrower, the Lender or the Lender Agent or of any such administrator, or any of them, for breaches by the Borrower Borrower, the Lender or the Lender Agent of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 9.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender Lender, as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any administrator of the Borrower or the such Lender or any incorporator, affiliate, stockholder, officer, employee or director of the Borrower or the such Lender or of any such administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto such Lender contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing Lender, provided that, in this Section 9.09 the case of the Lender, such liabilities shall be construed paid only after the repayment in full of all of the Lender's commercial paper notes and all other liabilities contemplated in the program documents with respect to diminish in any way such corporate obligations of such party)the Lender, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower or the such Lender or any incorporator, stockholder, affiliate, officer, employee or director of the Borrower or the such Lender or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Borrower or the such Lender contained in this Agreement or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of every such administrator of the Borrower or the such Lender and each incorporator, stockholder, affiliate, officer, employee or director of the Borrower or the such Lender or of any such administrator, or any of them, for breaches by the Borrower or the such Lender of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of of, and in consideration for for, the execution of this Agreement. The provisions of this Section 9.09 13.10 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender Seller as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any administrator incorporator, affiliate, stockholder, member, officer, partner, employee, administrator, organizer or director of the Borrower Seller by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the Lender agreements of the Seller contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of the Seller, and that no personal liability whatsoever shall attach to or be incurred by any incorporator, affiliate, stockholder, member, officer, employee partner, employee, administrator, organizer or director of the Borrower Seller, under or by reason of any of the Lender obligations, covenants or agreements of the Seller contained in this Agreement or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of each incorporator, affiliate, stockholder, member, officer, partner, employee, administrator, organizer or director of the Seller, for breaches by the Seller of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 10.9(a) shall survive the termination of this Agreement. (b) No Recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Buyer as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any incorporator, affiliate, stockholder, member, officer, partner, employee, administrator, as suchorganizer or director of the Buyer, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto the Buyer contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or in connection herewith are, in each case, solely the corporate limited liability company obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in any way such corporate obligations of such party)the Buyer, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Borrower or the Lender or any incorporator, affiliate, stockholder, affiliatemember, officer, employee partner, employee, administrator, organizer or director of the Borrower or the Lender or of any such administrator, as such, or any of themBuyer, under or by reason of any of the obligations, covenants or agreements of the Borrower or the Lender Buyer contained in this Agreement or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of every such administrator of the Borrower or the Lender and each incorporator, affiliate, stockholder, affiliatemember, officer, employee partner, employee, administrator, organizer or director of the Borrower or the Lender or of any such administrator, or any of themBuyer, for breaches by the Borrower or the Lender Buyer of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 9.09 10.9(b) shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender Administrative Agent, any Secured Party, or any Loan Party as contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender it pursuant hereto or in connection herewith shall be had against any administrator of the Borrower or the Lender or any incorporator, affiliate, stockholder, member, officer, employee partner, employee, administrator, partner, organizer or director of the Borrower Administrative Agent, any Secured Party, or the Lender or of any such administrator, as such, Loan Party by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto the Administrative Agent, any Secured Party, or any Loan Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Borrower or the Lender it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, or any Loan Party, and that no personal liability whatsoever shall attach to or be incurred by the Administrative Agent, any administrator of the Borrower or the Lender Secured Party, any Loan Party or any incorporator, stockholder, affiliate, officer, partner, employee or director of the Borrower or the Lender or of Administrative Agent, any such administrator, as suchSecured Party, or any of them, Loan Party under or by reason of any of the obligations, covenants or agreements of the Borrower Administrative Agent, any Secured Party, or the Lender any Loan Party contained in this Agreement or in any other such instruments, documents or agreements, or which that are implied therefrom, and that any and all personal liability of every such administrator of the Borrower Administrative Agent, any Secured Party, or the Lender any Loan Party and each incorporator, stockholder, affiliate, officer, partner, employee administrator, partner, organizer or director of the Borrower Administrative Agent, any Secured Party or the Lender or of any such administratorLoan Party, or any of them, for breaches by the Borrower Administrative Agent, any Secured Party, or the Lender any Loan Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. ; provided that the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee or director of any Loan Party to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by any Loan Party or any other Person against the Administrative Agent and the Secured Parties or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each Loan Party hereby waives, releases, and agrees not to ▇▇▇ upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Loans is intended to be assumed by the Administrative Agent and the Secured Parties under or as a result of this Agreement and the transactions contemplated hereby. (d) The provisions of this Section 9.09 12.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) Notwithstanding anything in this Agreement to the contrary, no claim may be made by any party hereto or any other Person against any party hereto or their respective Investment Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each party hereto hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (b) No obligation or liability to any Obligor under any of the Loans is intended to be assumed by the Administrative Agent, the Lenders or any Secured Party under or as a result of this Agreement and the transactions contemplated hereby. (c) The Secured Parties accept and agree that they shall have no recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Lender as Borrower contained in this Agreement or any other agreement, instrument or document entered into by the Borrower or the Lender pursuant hereto or in connection herewith shall be had against any administrator of the Borrower or the Lender or any incorporatorshareholder, affiliate, stockholder, officer, employee officer or director of the Borrower or the Lender or of any such administrator, as such, by the enforcement of any assessment assignment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto contained in this Agreement and all is a corporate obligation of the other agreements, instruments Borrower and documents entered into by the Borrower or the Lender pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to to, or be incurred by any administrator by, the shareholders, officers, agents or directors of the Borrower or the Lender or any incorporator, stockholder, affiliate, officer, employee or director of the Borrower or the Lender or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or and agreements of the Borrower or the Lender contained in this Agreement or in any other such instruments, documents or agreementsAgreement, or which are implied therefrom, and that any and all personal liability of every such administrator of the Borrower or the Lender and each incorporator, stockholder, affiliate, officer, employee or director of the Borrower or the Lender or of any such administrator, or any of them, for breaches breach by the Borrower or the Lender of any of such obligations, covenants or agreements, which liability may arise agreements either at common law or in equity, by statute or constitutioncertification of every such shareholder, officer, agent or otherwise, director is hereby expressly waived by the Secured Parties as a condition of and in any consideration for of the execution of this Agreement. Notwithstanding any other provision of this Agreement, the obligations of the Borrower under this Agreement are payable solely out of the assets of the Borrower in accordance with the terms of the Transaction Documents (the “Recourse Assets”). The claims of Secured Parties shall be limited to the value from time to time of the Recourse Assets. The net proceeds of the realization of the Recourse Assets or the proceeds of sale of the Recourse Assets of the Borrower following the enforcement of the rights or interests of the Secured Parties may be insufficient to pay all amounts due to the Secured Parties after making payments to other creditors of the Borrower ranking prior to the Secured Parties or pari passu therewith. If, following final distribution of the realization proceeds of the Recourse Assets applied in accordance with the Transaction Documents, the Borrower has insufficient funds to pay in full its obligations, then the Borrower will not be obliged to pay such shortfall, and all claims in respect of which shall be extinguished. Without limitation of the foregoing, no recourse shall be had for the payment of any amount owing in respect of the Advances against the Equityholder, the Servicer, the Transferor or any Affiliate, shareholder, manager, officer, director, employee or member of the Borrower, the Equityholder, the Servicer or the Transferor or their respective successors or assigns. (d) The provisions of this Section 9.09 12.09 shall survive the termination of this Agreement.