Common use of Recourse Against Certain Parties Clause in Contracts

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including the payment of any fees or any other obligations) of the Indenture Trustee as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person or any incorporator, affiliate, stockholder, officer, employee or director of such Person or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliate, officer, employee or director of such Person or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of such Person and each incorporator, stockholder, affiliate, officer, employee or director of such Person or of any such administrator, or any of them, for breaches by such Person of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguished.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of such Person Secured Party or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee such Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such PersonSecured Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of such Person Secured Party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of such Person Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of such Person Secured Party or of any such administrator, or any of them, for breaches by such Person Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 14.11 shall survive the termination of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguished.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person Secured Party or any incorporator, affiliate, stockholder, member, officer, employee or director of such Person Secured Party or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee such Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such PersonSecured Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person Secured Party or any incorporator, stockholder, member, affiliate, officer, employee or director of such Person Secured Party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of such Person Secured Party and each incorporator, stockholder, member, affiliate, officer, employee or director of such Person Secured Party or of any such administrator, or any of them, for breaches by such Person Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or at in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 13.11 shall survive the termination of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguished.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of such Person Secured Party or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee such Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such PersonSecured Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of such Person Secured Party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of such Person Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of such Person Secured Party or of any such administrator, or any of them, for breaches by such Person Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 14.11 shall survive the termination of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed no CP Conduit shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such CP Conduit after paying or making provision for the Issuing Entity or the Grantor Trust on, under or in respect payment of its Commercial Paper Notes. All payment obligations of each CP Conduit hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and liabilities each of the other parties hereto agrees that it will not have a claim under this Agreement shall be recoverable only from Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by any CP Conduit exceeds the amount available to such CP Conduit to pay such amount after paying or making provision for the payment of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguishedits Commercial Paper Notes.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee any party as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person party or any incorporator, affiliate, stockholder, officer, employee employee, manager or director of such Person party or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee such party contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Personparty, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person party or any incorporator, stockholder, affiliate, officer, employee employee, manager or director of such Person party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person party contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person party and each incorporator, stockholder, affiliate, officer, employee employee, manager or director of such Person party or of any such administrator, as such, or any of them, for breaches by such Person party of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 26 shall survive the termination of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguished.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including the payment of any fees or any other obligations) of each Agent, any Secured Party, the Indenture Trustee Backup Servicer, the Securities Intermediary, Regional Management, or the Borrower as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person or any incorporator, affiliateAffiliate, stockholder, officer, employee or director of such Person or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee Agents, any Secured Party, the Backup Servicer and the Securities Intermediary contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliateAffiliate, officer, employee or director of such Person or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of such Person and each incorporator, stockholder, affiliateAffiliate, officer, employee or director of such Person or of any such administrator, or any of them, for breaches by such Person of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding anything in Each of the parties to this Agreement hereby (i) acknowledges and agrees that no Conduit Lender shall have any obligation to the contrary, all pay any amounts owed by the Issuing Entity or the Grantor Trust on, under or this Agreement unless and until such Conduit Lender shall have received such amounts in respect of its obligations Loans and liabilities (ii) agrees that no Conduit Lender shall have any obligation to pay any amounts constituting fees, a reimbursement for expenses, or indemnities (collectively, “Expense Claims”), and such Expense Claims shall not constitute a claim (as defined in Section 101 of Title 11 of the Bankruptcy Code or any similar law under another jurisdiction) against any Conduit Lender, unless or until such Conduit Lender has received amounts sufficient to pay such Expense Claims from amounts received by it in respect of its Loans and such amounts are not required to pay its indebtedness for borrowed money. (c) The provisions of this Agreement Section shall survive the termination of this Agreement. (d) No claim may be recoverable only from made by the Borrower, the Servicer or any of their Affiliates or any other Person against the Administrative Agent, any Agent, any Lender, the Backup Servicer, the Securities Intermediary, or any of their Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages (including lost profits) arising out of or related to the transactions contemplated by this Agreement, and each of the Borrower and the Servicer, to the extent of the Collateral permitted by Applicable Law, hereby waives, releases, and agrees not to sue upon final realization of collections thereon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguishedits favor.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including the payment of any fees or any other obligations) of the Indenture Trustee party hereto as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person or any incorporator, affiliate, stockholder, officer, employee or director of such Person or of any such manager or administrator, as 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 the Indenture Trustee each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Personparty hereto, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliate, officer, employee or director of such Person or of any such administrator, as such, or any other of them, party under or by reason of any of the obligations, covenants or agreements of such Person party hereto contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of such Person and each incorporator, stockholder, affiliate, officer, employee or director of such Person or of any such administratorparty, or any of them, for breaches by such Person any party hereto of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) . Notwithstanding anything in this Agreement the foregoing, the Lender shall not be deemed to the contraryhave waived any legal rights which they may have and, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of such rights, shall have recourse against any incorporator, affiliate, stockholder, officer, employee or director of the 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 and upon final realization or rights with respect thereto, (iii) disposition of collections thereon and Collateral in accordance with Section 2.7 violation of the Indentureterms of this Agreement, (iv) action in furtherance of an Insolvency Event with respect to any Borrower, (v) action in furtherance of the Issuing Entity and consolidation of the Grantor Trust shall have no further liability and all claims Borrower’s assets with the assets of any other Person or (vi) action in respect furtherance of amounts owed but still unpaid shall be extinguishedthe dissolution or liquidation of any Borrower.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of such Person Secured Party or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee such Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such PersonSecured Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of such Person Secured Party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of such Person Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of such Person Secured Party or of any such administrator, or any of them, for breaches by such Person Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or at in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 13.11 shall survive the termination of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguished.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee Seller as contained in this Agreement Agreement, any other Loan Document or any other agreement, instrument or document entered into by it pursuant hereto to or in connection herewith with this Agreement or any other Loan Document shall be had against any manager or administrator of such Person or any stockholder, incorporator, affiliatepartner, stockholdermember, manager, authorized representative, officer, employee employee, personnel or director of such Person or of any such manager or administrator, as such, the Seller by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; otherwise it being expressly agreed and understood that the agreements of the Indenture Trustee Seller contained in this Agreement Agreement, any other Loan Document and all of the other agreements, instruments and documents entered into by 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 Personthe Seller, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any stockholder, incorporator, stockholderpartner, affiliatemember, manager, authorized representative, officer, employee employee, personnel or director of such Person or of any such administrator, as suchthe Seller, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person the Seller contained in this Agreement Agreement, any other Loan Document or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person and each stockholder, incorporator, stockholderpartner, affiliatemember, manager, authorized representative, officer, employee employee, personnel or director of such Person or of any such administratorthe Seller, or any of them, for breaches by such Person the Seller of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 9.08(a) shall survive the termination of this Agreement. (b) Notwithstanding anything 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 to or any other Loan Document shall be had against any stockholder, incorporator, partner, member, manager, authorized representative, officer, employee, personnel or director of the contrary, all amounts owed Buyer by the Issuing Entity enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise it being expressly agreed and understood that the Grantor Trust onagreements of the Buyer contained in this Agreement, 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 in respect by reason of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent any of the Collateral 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 upon final realization that any and all personal liability of collections thereon 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 accordance with consideration for the execution of this Agreement. The provisions of this Section 2.7 9.08(b) shall survive the termination of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguishedthis Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee Seller as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person the Seller or any incorporator, affiliate, stockholder, officer, employee employee, shareholder or director of such Person the Seller or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee Seller contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Personthe Seller, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person the Seller or any incorporator, stockholder, affiliate, officer, employee employee, shareholder or director of such Person the Seller or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person the Seller contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of such Person the Seller and each incorporator, stockholder, affiliate, officer, employee or director of such Person the Seller or of any such administrator, or any of them, for breaches by such Person the Seller of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 10.19(a) shall survive the termination of this Agreement. (b) Notwithstanding anything No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Buyer as contained in this Agreement to or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any administrator of the contraryBuyer or any incorporator, all amounts owed officer, employee, shareholder or director of the Buyer or of any such administrator, as such, by the Issuing Entity enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the Grantor Trust onagreements of the Buyer contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of the Buyer, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Buyer or any incorporator, officer, employee, 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 respect of its obligations and liabilities under 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 be recoverable only from 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 extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguishedrespective Obligor Account.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including the payment of any fees or any other obligations) of each Agent, any Secured Party, the Indenture Trustee Backup Servicer, the Account Bank, Regional Management, or the Borrower as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person or any incorporator, affiliateAffiliate, stockholder, officer, employee or director of such Person or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee Agents, any Secured Party, the Backup Servicer and the Account Bank contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliateAffiliate, officer, employee or director of such Person or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of such Person and each incorporator, stockholder, affiliateAffiliate, officer, employee or director of such Person or of any such administrator, or any of them, for breaches by such Person of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding anything in Each of the parties to this Agreement hereby (i) acknowledges and agrees that no Conduit Lender shall have any obligation to the contrary, all pay any amounts owed by the Issuing Entity or the Grantor Trust on, under or this Agreement unless and until such Conduit Lender shall have received such amounts in respect of its obligations Loans and liabilities (ii) agrees that no Conduit Lender shall have any obligation to pay any amounts constituting fees, a reimbursement for expenses, or indemnities (collectively, “Expense Claims”), and such Expense Claims shall not constitute a claim (as defined in Section 101 of Title 11 of the Bankruptcy Code or any similar law under another jurisdiction) against any Conduit Lender, unless or until such Conduit Lender has received amounts sufficient to pay such Expense Claims from amounts received by it in respect of its Loans and such amounts are not required to pay its indebtedness for borrowed money. (c) The provisions of this Agreement Section shall survive the termination of this Agreement. (d) No claim may be recoverable only from made by the Borrower, the Servicer or any of their Affiliates or any other Person against the Administrative Agent, any Agent, any Lender, the Backup Servicer, the 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 of the Collateral permitted by Applicable Law, hereby waives, releases, and agrees not to sue upon final realization of collections thereon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguishedits favor.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including the payment of any fees or any other obligations) of the Indenture Trustee party hereto as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person or any incorporator, affiliate, stockholder, officer, employee or director of such Person or of any such manager or administrator, as 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 the Indenture Trustee each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Personparty hereto, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliate, officer, employee or director of such Person or of any such administrator, as such, or any other of them, party under or by reason of any of the obligations, covenants or agreements of such Person party hereto contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of such Person and each incorporator, stockholder, affiliate, officer, employee or director of such Person or of any such administratorparty, or any of them, for breaches by such Person any party hereto of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. 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 Agreement (except pursuant to a court order or otherwise as required by applicable law); (vii) filing, initiating or consenting to the 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 anything 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 Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguishedtransactions contemplated hereby.

Recourse Against Certain Parties. (a) No Except as otherwise provided in Section 13.11 and Article XIV of the Credit Agreement, no recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee a Seller as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person or any incorporator, affiliateofficer, stockholder, officertrustee, employee or director of such Person or of any such manager or 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 the Indenture Trustee such 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 limited liability company or statutory trust obligations, as the case may be, of such PersonSeller, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholderofficer, affiliate, officertrustee, employee or director of such Person or of any such administratorSeller, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person Seller contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person and each incorporator, stockholderofficer, affiliate, officertrustee, employee or director of such Person or of any such administratorSeller, or any of them, for breaches by such Person Seller of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding anything Except as otherwise provided in Section 13.11 and Article XIV of the Credit Agreement, no recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Buyer as contained in this Agreement to or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any incorporator, officer, trustee, employee or director of the contraryBuyer, all amounts owed as such, by the Issuing Entity enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the Grantor Trust onagreements of the Buyer contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the 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 respect of its obligations and liabilities under this Agreement shall be recoverable only from or in any other such instruments, documents or agreements, or which are implied therefrom, and to the extent that any and all personal liability of each incorporator, officer, trustee, employee or director of the Collateral and upon final realization Buyer, or any of collections thereon them, for breaches by the Buyer of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in accordance with Section 2.7 consideration for the execution of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguishedthis Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee Lender as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person the Lender or any incorporator, affiliate, stockholder, officer, employee or director of such Person the Lender or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee Lender contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate limited liability company obligations of such Personthe Lender, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person the Lender or any incorporatororganizer, stockholdermember, affiliate, officer, employee or director of such Person the Lender or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person the Lender contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person the Lender and each incorporatororganizer, stockholdermember, affiliate, officer, employee or director of such Person the Lender or of any such administrator, or any of them, for breaches by such Person the Lender of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguished.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including the payment of any fees or any other obligations) of each Agent, any Secured Party, the Indenture Trustee 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 it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person or any incorporator, affiliateAffiliate, stockholder, officer, employee or director of such Person or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee Agents, any Secured Party, the Backup Servicer and the Account Bank contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliateAffiliate, officer, employee or director of such Person or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of such Person and each incorporator, stockholder, affiliateAffiliate, officer, employee or director of such Person or of any such administrator, or any of them, for breaches by such Person of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding anything in Each of the parties to this Agreement hereby (i) acknowledges and agrees that no Conduit Lender shall have any obligation to the contrary, all pay any amounts owed by the Issuing Entity or the Grantor Trust on, under or this Agreement unless and until such Conduit Lender shall have received such amounts in respect of its obligations Loans and liabilities (ii) agrees that no Conduit Lender shall have any obligation to pay any amounts constituting fees, a reimbursement for expenses, or indemnities (collectively, “Expense Claims”), and such Expense Claims shall not constitute a claim (as defined in Section 101 of Title 11 of the Bankruptcy Code or any similar law under another jurisdiction) against any Conduit Lender, unless or until such Conduit Lender has received amounts sufficient to pay such Expense Claims from amounts received by it in respect of its Loans and such amounts are not required to pay its indebtedness for borrowed money. (c) The provisions of this Agreement Section shall survive the termination of this Agreement. (d) No claim may be recoverable only from made by the Borrower, the Servicer or any of their Affiliates or any other Person against the Administrative Agent, any Agent, any Lender, the Backup Servicer, the 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 of the Collateral permitted by Applicable Law, hereby waives, releases, and agrees not to ▇▇▇ upon final realization of collections thereon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguishedits favor.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person Secured Party or any incorporator, affiliate, stockholder, member, officer, employee or director of such Person Secured Party or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee such Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such PersonSecured Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person Secured Party or any incorporator, stockholder, member, affiliate, officer, employee or director of such Person Secured Party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of such Person Secured Party and each incorporator, stockholder, member, affiliate, officer, employee or director of such Person Secured Party or of any such administrator, or any of them, for breaches by such Person Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 14.11 shall survive the termination of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguished.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including the payment of any fees or any other obligations) of the Indenture Trustee any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any such Person or any manager or administrator of such Person or any incorporator, affiliate, stockholder, officer, employee or director of such Person or of the Borrower or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee any Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliate, officer, employee or director of such Person or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of such Person and each incorporator, stockholder, affiliate, officer, employee or director of such Person or of any such administrator, or any of them, for breaches by such Person of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding anything in The provisions of this Agreement to Section shall survive the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect termination of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguishedAgreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement agreement, (including including, without limitation, the payment of any fees or any other obligations) of any of the Indenture Trustee Issuer, any Purchaser or any Deal Agent as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person party or any incorporator, affiliate, stockholder, member, manager, officer, employee or director of such Person party or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee such party contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Personparty, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person party or any incorporator, stockholder, member, manager, affiliate, officer, employee or director of such Person party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person party contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person party and each incorporator, stockholder, member, manager, affiliate, officer, employee or director of such Person party or of any such administrator, or any of them, for breaches by such Person party of any such obligations, covenants or agreements, agreements which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguished.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee any Lender as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person any Lender or any incorporator, affiliate, stockholder, officer, employee or director of such Person any Lender or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee Lenders contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the limited liability company or corporate obligations of such PersonLender, as applicable, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person Lender or any incorporatororganizer, stockholdermember, affiliate, officer, employee or director of such Person any Lender or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person any Lender contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person any Lender and each incorporatororganizer, stockholdermember, affiliate, officer, employee or director of such Person any Lender or of any such administrator, or any of them, for breaches by such Person any Lender of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguished.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of such Person Secured Party or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee such Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such PersonSecured Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of such Person Secured Party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of such Person Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of such Person Secured Party or of any such administrator, or any of them, for breaches by such Person Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 13.11 shall survive the termination of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguished.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee Seller as contained in this Agreement Agreement, any other Loan Document or any other agreement, instrument or document entered into by it pursuant hereto to or in connection herewith with this Agreement or any other Loan Document shall be had against any manager or administrator of such Person or any stockholder, incorporator, affiliate, stockholderauthorized representative, officer, employee or director of such Person or of any such manager or administrator, as such, the Seller by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; otherwise it being expressly agreed and understood that the agreements of the Indenture Trustee Seller contained in this Agreement Agreement, any other Loan Document and all of the other agreements, instruments and documents entered into by 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 Personthe Seller, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any stockholder, incorporator, stockholder, affiliateauthorized representative, officer, employee or director of such Person or of any such administrator, as suchthe Seller, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person the Seller contained in this Agreement Agreement, any other Loan Document or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person and each stockholder, incorporator, stockholder, affiliateauthorized representative, officer, employee or director of such Person or of any such administratorthe Seller, or any of them, for breaches by such Person the Seller of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 9.08(a) shall survive the termination of this Agreement. (b) Notwithstanding anything 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 to or any other Loan Document shall be had against any member, manager, authorized representative, officer, employee or director of the contrary, all amounts owed Buyer by the Issuing Entity enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise it being expressly agreed and understood that the Grantor Trust onagreements of the Buyer contained in this Agreement, 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 in respect by reason of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent any of the Collateral 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 upon final realization that any and all personal liability of collections thereon 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 accordance with consideration for the execution of this Agreement. The provisions of this Section 2.7 9.08(b) shall survive the termination of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguishedthis Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee any Purchaser as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person Purchaser or any incorporator, affiliate, stockholder, officer, employee or director of such Person Purchaser or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee such Purchaser contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such PersonPurchaser, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person Purchaser or any incorporator, stockholder, affiliate, officer, employee or director of such Person Purchaser or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person Purchaser contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person Purchaser and each incorporator, stockholder, affiliate, officer, employee or director of such Person Purchaser or of any such administrator, or any of them, for breaches by such Person Purchaser of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 11.11 shall survive the termination of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguished.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee Lender as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person the Lender or any incorporator, affiliate, stockholder, officer, employee or director of such Person the Lender or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee Lender contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate limited liability company obligations of such Personthe Lender, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person the Lender or any incorporatororganizer, stockholdermember, affiliate, officer, employee or director of such Person the Lender or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person the Lender contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person the Lender and each incorporatororganizer, stockholdermember, affiliate, officer, employee or director of such Person the Lender or of any such administrator, or any of them, for breaches by such Person the Lender of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 9.11 shall survive the termination of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguished.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee Seller as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person the Seller or any incorporator, affiliate, stockholder, officer, employee or director of such Person the Seller or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee Seller contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Personthe Seller, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person the Seller or any incorporator, stockholder, affiliate, officer, employee or director of such Person the Seller or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person the Seller contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person the Seller and each incorporator, stockholder, affiliate, officer, employee or director of such Person the Seller or of any such administrator, or any of them, for breaches by such Person the Seller of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 9.16(a) shall survive the termination of this Agreement. (b) Notwithstanding anything No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Buyer as contained in this Agreement to or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any administrator of the contraryBuyer or any incorporator, all amounts owed officer, employee or director of the Buyer or of any such administrator, as such, by the Issuing Entity enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the Grantor Trust onagreements of the Buyer contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of the Buyer, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Buyer or any incorporator, officer, employee 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 respect of its obligations and liabilities under this Agreement shall be recoverable only from or in any other such instruments, documents or agreements, or which are implied therefrom, and to the extent that any and all personal liability of every such administrator of the Collateral Buyer and upon final realization each incorporator, officer, employee or director of collections thereon the Buyer or of any such administrator, or any of them, for breaches by the Buyer of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in accordance with consideration for the execution of this Agreement. The provisions of this Section 2.7 9.16 (b) shall survive the termination of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguishedthis Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee Note Purchasers as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person any Note Purchasers or any incorporator, affiliate, stockholder, officer, employee or director of such Person any Note Purchasers or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee Note Purchasers contained in this Agreement and all of the other agreements, instruments and documents entered into by it each such Note Purchaser pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such PersonNote Purchaser, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person Note Purchaser or any incorporator, stockholder, affiliate, officer, employee or director of such Person any Note Purchaser or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of any such Person Note Purchaser contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person any Note Purchaser and each incorporator, stockholder, affiliate, officer, employee or director of any such Person Note Purchaser or of any such administrator, or any of them, for breaches by such Person any Note Purchaser of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 10.09 shall survive the termination of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguished.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee Seller as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person the Seller or any incorporator, affiliate, stockholder, officer, employee employee, equityholder, director or director shareholder of such Person the Seller or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee Seller contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Personthe Seller, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any administrator, advisor, incorporator, stockholder, affiliate, officer, employee employee, equityholder, director or director shareholder of such Person the Seller or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person the Seller contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of such Person and each administrator, advisor, incorporator, stockholder, affiliate, officer, employee employee, equityholder, director or director shareholder of such Person the Seller or of any such administrator, or any of them, for breaches by such Person the Seller of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding anything No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Buyer as contained in this Agreement to or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any administrator of the contraryBuyer or any incorporator, all amounts owed officer, employee, equityholder, director, manager or member of the Buyer or of any such administrator, as such, by the Issuing Entity enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the Grantor Trust onagreements of the Buyer contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of the Buyer, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Buyer or any incorporator, officer, employee, equityholder, director, manager or member of the Buyer or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Buyer contained in respect of its obligations and liabilities under this Agreement shall be recoverable only from or in any other such instruments, documents or agreements, or that are implied therefrom, and to the extent that any and all personal liability of every such administrator of the Collateral Buyer and upon final realization each incorporator, officer, employee, equityholder, director, manager or member of collections thereon the Buyer or of any such administrator, or any of them, for breaches by the Buyer of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in accordance with consideration for the execution of this Agreement. (c) The provisions of this Section 2.7 10.13 shall survive the termination of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguishedthis Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee any party hereto 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 any such Person Person, or any incorporator, affiliate, stockholder, member, manager, officer, employee or director of any 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 of the Indenture Trustee parties hereto 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 or limited liability company obligations of such Person, Person and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliate, member, manager, officer, employee or director of any such Person or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of any such Person and each incorporator, stockholder, affiliate, member, manager, officer, employee or director of any such Person or of any such administrator, or any of them, for breaches by any such Person of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed 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 Issuing Entity or the Grantor Trust on, under or in respect 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 liabilities each of the other parties hereto agrees that it will not have a claim under this Agreement shall be recoverable only from Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by 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 Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of Loans is intended to be assumed by the IndentureTrustee, the Issuing Entity Administrative Agent or any Secured Party under or as a result of this Agreement and the Grantor Trust transactions contemplated hereby. (e) The provisions of this Section 13.11 shall have no further liability and all claims in respect survive the termination of amounts owed but still unpaid shall be extinguishedthis Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee Purchaser as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person the Purchaser or any incorporator, affiliate, stockholder, officer, employee or director of such Person the Purchaser or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee Purchaser contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Personthe Purchaser, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person the Purchaser or any incorporator, stockholder, affiliate, officer, employee or director of such Person the Purchaser or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person the Purchaser contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person the Purchaser and each incorporator, stockholder, affiliate, officer, employee or director of such Person the Purchaser or of any such administrator, or any of them, for breaches by such Person the Purchaser of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 10.11 shall survive the termination of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguished.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee any party hereto as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person party or any incorporator, affiliate, stockholder, officer, employee or director of such Person party or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee such party contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Person, party; and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person party or any incorporator, stockholder, affiliate, officer, employee or director of such Person party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person party contained in this Agreement or in any other such instrumentsinstrument, documents document or agreementsagreement, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person party and each incorporator, stockholder, affiliate, officer, employee or director of such Person party or of any such administrator, or any of them, for breaches by such Person party of any such obligations, covenants or agreements, which liability may arise either at common law or at 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 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 contrary, all 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 owed necessary to pay the Commercial Paper Notes issued by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations it; and liabilities under each party to this Agreement agrees that they shall be recoverable only from 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 Collateral and upon final realization Commercial Paper Notes. (c) The provisions of collections thereon and in accordance with this Section 2.7 16.11 shall survive the termination of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguishedthis Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee Originator as contained in this Agreement Agreement, or any other agreement, instrument or document entered into by it pursuant hereto to or in connection herewith with this Agreement shall be had against any manager or administrator of such Person or any stockholder, incorporator, affiliate, stockholderauthorized representative, officer, employee or director of such Person or of any such manager or administrator, as such, the 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 the Indenture Trustee Originator contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith to this Agreement are, in each case, solely the corporate obligations of such Personthe Originator, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any stockholder, incorporator, stockholder, affiliateauthorized representative, officer, employee or director of such Person or of any such administrator, as suchthe Originator, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person the Originator contained in this Agreement Agreement, or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person and each stockholder, incorporator, stockholder, affiliateauthorized representative, officer, employee or director of such Person or of any such administratorthe Originator, or any of them, for breaches by such Person the Originator 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(a) shall survive the termination of this Agreement. (b) Notwithstanding anything 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 Agreement, or any other agreement, instrument or document entered into by it pursuant to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent had against any member, manager, authorized representative, officer, employee or director of the Collateral 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 upon final realization understood that the agreements of collections thereon 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 accordance with consideration for the execution of this Agreement. The provisions of this Section 2.7 7.08(b) shall survive the termination of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguishedthis Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including the payment of any fees or any other obligations) of the Indenture Trustee each Agent or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any such Person or any manager or administrator of such Person or any incorporator, affiliate, stockholder, officer, employee or director of such Person or of the Borrower or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee Agents and any Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliate, officer, employee or director of such Person or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of such Person and each incorporator, stockholder, affiliate, officer, employee or director of such Person or of any such administrator, or any of them, for breaches by such Person of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section shall survive the termination of this Agreement. (b) Notwithstanding anything in this Agreement or any other Basic Document to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect obligations of its obligations and liabilities any Lender under this Agreement are solely the obligations of such Lender and shall be recoverable only from and 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 of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenturefunds are not available to pay such obligations, the Issuing Entity 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 Grantor Trust shall have no further liability and all claims payment of any claim (as defined in respect the Bankruptcy Code) of amounts owed but still unpaid any such party shall be extinguishedsubordinated 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 including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of such Person Secured Party or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee such Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such PersonSecured Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of such Person Secured Party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of such Person Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of such Person Secured Party or of any such administrator, or any of them, for breaches by such Person Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 14.11 shall survive the termination of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed no 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 Issuing Entity or the Grantor Trust on, under or in respect 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 liabilities each of the other parties hereto agrees that it will not have a claim under this Agreement shall be recoverable only from Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by such Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguishedits Commercial Paper Notes.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including the payment of any fees or any other obligations) of the Indenture Trustee Administrative Agent or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person or any incorporator, affiliateAffiliate, stockholder, officer, employee or director of such Person or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee Administrative Agent and any Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliateAffiliate, officer, employee or director of such Person or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of such Person and each incorporator, stockholder, affiliateAffiliate, officer, employee or director of such Person or of any such administrator, or any of them, for breaches by such Person of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust Borrower on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral in accordance with Section 2.7 hereof and upon final realization of collections thereon and in accordance with Section 2.7 of the Indentureall Collections, the Issuing Entity and the Grantor Trust Borrower shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguished. (c) The provisions of this Section 15.9 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including the payment of any fees or any other obligations) of each Agent, any Secured Party, the Indenture Trustee 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 it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person or any incorporator, affiliateAffiliate, stockholder, officer, employee or director of such Person or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee Agents, any Secured Party, the Backup Servicer, the Account Bank and the Image File Custodian contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliateAffiliate, officer, employee or director of such Person or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of such Person and each incorporator, stockholder, affiliateAffiliate, officer, employee or director of such Person or of any such administrator, or any of them, for breaches by such Person of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding anything in Each of the parties to this Agreement hereby (i) acknowledges and agrees that no Conduit Lender shall have any obligation to the contrary, all pay any amounts owed by the Issuing Entity or the Grantor Trust on, under or this Agreement unless and until such Conduit Lender shall have received such amounts in respect of its obligations Loans and liabilities (ii) agrees that no Conduit Lender shall have any obligation to pay any amounts constituting fees, a reimbursement for expenses, or indemnities (collectively, “Expense Claims”), and such Expense Claims shall not constitute a claim (as defined in Section 101 of Title 11 of the Bankruptcy Code or any similar law under another jurisdiction) against any Conduit Lender, unless or until such Conduit Lender has received amounts sufficient to pay such Expense Claims from amounts received by it in respect of its Loans and such amounts are not required to pay its indebtedness for borrowed money. (c) The provisions of this Agreement Section shall survive the termination of this Agreement. (d) No claim may be recoverable only from made by the Borrower, the Servicer or any of their Affiliates or any other Person against the Administrative Agent, any Agent, any Lender, the 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 of the Collateral permitted by Applicable Law, hereby waives, releases, and agrees not to ▇▇▇ upon final realization of collections thereon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguishedits favor.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement agreement, (including including, without limitation, the payment of any fees or any other obligations) of any of the Indenture Trustee Issuer, any Purchaser or any Deal Agent as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person party or any incorporator, affiliate, stockholder, member, manager, officer, employee or director of such Person party or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee such party contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Personparty, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person party or any incorporator, stockholder, member, manager, affiliate, officer, employee or director of such Person party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person party contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person party and each incorporator, stockholder, member, manager, affiliate, officer, employee or director of such Person party or of any such administrator, or any of them, for breaches by such Person party of any such obligations, covenants or agreements, agreements which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding anything 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 contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect 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 liabilities under this Agreement each Liquidity Agent, the Issuer and each Deal Agent agrees that they shall be recoverable only from not have a "claim" (as defined in Section 101(5) of the 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 the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguishedits Commercial Paper.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee any party as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person party or any incorporator, affiliate, stockholder, officer, employee employee, manager or director of such Person party or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee such -------- --------- ------ --- ---------- party contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Personparty, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person party or any incorporator, stockholder, affiliate, officer, employee employee, manager or director of such Person party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person party contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person party and each incorporator, stockholder, affiliate, officer, employee employee, manager or director of such Person party or of any such administrator, as such, or any of them, for breaches by such Person party of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 9.11 shall survive the termination of this Agreement. (b) Notwithstanding anything contained in this Agreement Agreement, no Purchaser shall have any obligation to pay any amount required to be paid by it hereunder to the contraryAdministrative Agent or any Deal Agent, all amounts owed by in excess of any amount available to such Purchaser after paying or making provision for the Issuing Entity or the Grantor Trust on, under or in respect 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 liabilities the Administrative Agent and each Deal Agent agrees that they shall not have a claim under this Agreement shall be recoverable only from 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 the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguishedits Commercial Paper.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee Seller as contained in this Agreement Agreement, any other Loan Document or any other agreement, instrument or document entered into by it pursuant hereto to or in connection herewith with this Agreement or any other Loan Document shall be had against any manager or administrator of such Person or any stockholder, incorporator, affiliatepartner, stockholdermember, manager, authorized representative, officer, employee employee, personnel or director of such Person or of any such manager or administrator, as such, the Seller by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; otherwise it being expressly agreed and understood that the agreements of the Indenture Trustee Seller contained in this Agreement Agreement, any other Loan Document and all of the other agreements, instruments and documents entered into by 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 Personthe Seller, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any stockholder, incorporator, stockholderpartner, affiliatemember, manager, authorized representative, officer, employee employee, personnel or director of such Person or of any such administrator, as suchthe Seller, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person the Seller contained in this Agreement Agreement, any other Loan Document or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person and each stockholder, incorporator, stockholderpartner, affiliatemember, manager, authorized representative, officer, employee employee, personnel or director of such Person or of any such administratorthe Seller, or any of them, for breaches by such Person the Seller of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 8.08(a) shall survive the termination of this Agreement. (b) Notwithstanding anything 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 to or any other Loan Document shall be had against any shareholder, incorporator, partner, member, manager, authorized representative, officer, employee, personnel or director of the contrary, all amounts owed Buyer by the Issuing Entity enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise it being expressly agreed and understood that the Grantor Trust onagreements of the Buyer contained in this Agreement, 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 in respect by reason of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent any of the Collateral 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 upon final realization that any and all personal liability of collections thereon 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 accordance with consideration for the execution of this Agreement. The provisions of this Section 2.7 8.08(b) shall survive the termination of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguishedthis Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee Seller as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person the Seller or any incorporator, affiliate, stockholder, officer, employee or director of such Person the Seller or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; otherwise it being expressly agreed and understood that the agreements of the Indenture Trustee Seller contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Personthe Seller, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person the Seller or any incorporator, stockholder, affiliate, officer, employee or director of such Person the Seller or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person the Seller contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person the Seller and each incorporator, stockholder, affiliate, officer, employee or director of such Person the Seller or of any such administrator, or any of them, for breaches by such Person the Seller of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 10.9(a) shall survive the termination of this Agreement. (b) Notwithstanding anything No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Buyer as contained in this Agreement to or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any administrator of the contraryBuyer or any incorporator, all amounts owed officer, employee or director of the Buyer or of any such administrator, as such, by the Issuing Entity enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise it being expressly agreed and understood that the Grantor Trust onagreements of the Buyer contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of the Buyer, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Buyer or any incorporator, officer, employee 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 respect of its obligations and liabilities under this Agreement shall be recoverable only from or in any other such instruments, documents or agreements, or which are implied therefrom, and to the extent that any and all personal liability of every such administrator of the Collateral Buyer and upon final realization each incorporator, officer, employee or director of collections thereon the Buyer or of any such administrator, or any of them, for breaches by the Buyer of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in accordance with consideration for the execution of this Agreement. The provisions of this Section 2.7 10.9 (b) shall survive the termination of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguishedthis Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee Buyer as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person the Buyer or any incorporator, affiliate, stockholder, officer, employee employee, shareholder or director of such Person the Buyer or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee Buyer contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Personthe Buyer, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person the Buyer or any incorporator, stockholder, affiliate, officer, employee employee, shareholder or director of such Person the Buyer or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person the Buyer contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of such Person the Buyer and each incorporator, stockholder, affiliate, officer, employee or director of such Person the Buyer or of any such administrator, or any of them, for breaches by such Person the Buyer of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 10.13 shall survive the termination of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguished.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including the payment of any fees or any other obligations) of the Indenture Trustee party hereto as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person or any incorporator, affiliate, stockholder, officer, employee or director of such Person or of any such manager or administrator, as 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 the Indenture Trustee each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Personparty hereto, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliate, officer, employee or director of such Person or of any such administrator, as such, or any other of them, party under or by reason of any of the obligations, covenants or agreements of such Person party hereto contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of such Person and each incorporator, stockholder, affiliate, officer, employee or director of such Person or of any such administratorparty, or any of them, for breaches by such Person any party hereto of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. 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, initial Servicer, Originator or Guarantor to the extent of any loss, cost or expense incurred in whole or in part from any such Person’s (A) willful misconduct; (B) fraud; (C) theft or misappropriation of funds; (D) criminal acts; (E) intentional interference with the Administrative Agent’s Lien in the Collateral or rights with respect thereto; (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 anything 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 to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguishedtransactions contemplated hereby.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee Lender or the Agent as contained in this Agreement or any other agreement, instrument or document entered into by it the Lender or the Agent pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person the Lender or the Agent or any incorporator, affiliate, stockholder, officer, employee or director of such Person the Lender or the Agent or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by it the Lender or the Agent pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Personparty (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 any such Person the Lender or the Agent or any incorporator, stockholder, affiliate, officer, employee or director of such Person the Lender or the Agent or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person the Lender or the Agent contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person the Lender or the Agent and each incorporator, stockholder, affiliate, officer, employee or director of such Person the Lender or the Agent or of any such administrator, or any of them, for breaches by such Person the Lender or the Agent of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 9.09 shall survive the termination of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguished.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee as Borrower 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 the Borrower or any trustee, manager or administrator of such Person the Borrower, or any incorporator, affiliate, stockholder, officer, employee or director of such Person the Borrower or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the . (b) The agreements of the Indenture Trustee 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 it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliate, officer, employee or director of such Person or of any such administrator, as such, or any other of them, thereof under or by reason of any of the obligations, covenants or agreements of such Person contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of such Person and each incorporator, stockholder, affiliate, officer, employee or director of such Person or of any such administrator, or any of them, thereof for breaches by such Person of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (bc) Notwithstanding anything in this Agreement or any other Transaction Document to the contrary, all amounts owed 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 Issuing Entity or the Grantor Trust on, under or in respect 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 liabilities 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 this Agreement shall be recoverable only from 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 12.11 shall survive the Collateral and upon final realization termination of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguishedthis Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee Lender or the Agent as contained in this Agreement or any other agreement, instrument or document entered into by it the Lender or the Agent pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person the Lender or the Agent or any incorporator, affiliate, stockholder, officer, employee or director of such Person the Lender or the Agent or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by it the Lender or the Agent pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Personparty (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 any such Person the Lender or the Agent or any incorporator, stockholder, affiliate, officer, employee or director of such Person the Lender or the Agent or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person the Lender or the Agent contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person the Lender or the Agent and each incorporator, stockholder, affiliate, officer, employee or director of such Person the Lender or the Agent or of any such administrator, or any of them, for breaches by such Person the Lender or the Agent of any such obligations, covenants or agreements, which liability may arise either at common law or at in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 9.09 shall survive the termination of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguished.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of any of the Indenture Trustee Transferor, VFCC any Purchaser or the Deal Agent as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person party or any incorporator, affiliate, stockholder, officer, employee or director of such Person party or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee such party contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Personparty, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person party or any incorporator, stockholder, affiliate, officer, employee or director of such Person party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person party contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person party and each incorporator, stockholder, affiliate, officer, employee or director of such Person party or of any such administrator, or any of them, for breaches by such Person party of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguished.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of such Person Secured Party or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee such Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such PersonSecured Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of such Person Secured Party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of such Person Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of such Person Secured Party or of any such administrator, or any of them, for breaches by such Person Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 14.11 shall survive the termination of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguished.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including without limitation the payment of any fees or any other obligations) of the Indenture Trustee any Secured Party as contained in this Agreement the Operative Agreements or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of such Person Secured Party or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee such Secured Party contained in this Agreement the Operative Agreements and all of the other agreements, instruments and documents entered into by it pursuant hereto thereto or in connection herewith therewith are, in each case, solely the corporate obligations of such PersonSecured Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of such Person Secured Party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person Secured Party contained in this Agreement the Operative Agreements or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of such Person Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of such Person Secured Party or of any such administrator, or any of them, for breaches by such Person Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of the Operative Agreements. The provisions of this Agreementsection shall survive the termination of the Operative Agreements. (b) Notwithstanding anything in this Agreement the Operative Agreements to the contrary, all amounts owed the Conduit shall not have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to the Issuing Entity Conduit after paying or making provision for the Grantor Trust on, under or in respect payment of its Commercial Paper Notes. All payment obligations of the Conduit hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and liabilities each of the other parties to the Operative Agreements agrees that it will not have a claim under this Agreement shall be recoverable only from Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by the Conduit exceeds the amount available to the Conduit to pay such amount after paying or making provision for the payment of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguishedits Commercial Paper Notes.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including the payment of any fees or any other obligations) of any Secured Party or the Indenture Trustee Administrative Agent as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person or any incorporator, affiliateAffiliate, stockholder, officer, employee or director of such Person or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of any Secured Party or the Indenture Trustee Administrative Agent contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliateAffiliate, officer, employee or director of such Person or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of such Person and each incorporator, stockholder, affiliateAffiliate, officer, employee or director of such Person or of any such administrator, or any of them, for breaches by such Person of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding anything in The provisions of this Agreement to Section 11.9 shall survive the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect termination of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguishedAgreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee Purchaser as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person the Purchaser or any incorporator, affiliate, stockholder, officer, employee or director of such Person the Purchaser or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood IT BEING EXPRESSLY AGREED AND UNDERSTOOD that the agreements of the Indenture Trustee Purchaser contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Personthe Purchaser, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person the Purchaser or any incorporator, stockholder, affiliate, officer, employee or director of such Person the Purchaser or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person the Purchaser contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person the Purchaser and each incorporator, stockholder, affiliate, officer, employee or director of such Person the Purchaser or of any such administrator, or any of them, for breaches by such Person the Purchaser of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this SECTION 10.11 shall survive the termination of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguished.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including the payment of any fees or any other obligations) of the Indenture Trustee as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person or any incorporator, affiliate, stockholder, officer, employee or director of such Person or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliate, officer, employee or director of such Person or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of such Person and each incorporator, stockholder, affiliate, officer, employee or director of such Person or of any such administrator, or any of them, for breaches by such Person of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity [or the Grantor Trust Trust] on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity [and the Grantor Trust Trust] shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguished.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of such Person Secured Party or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; otherwise it being expressly agreed and understood that the agreements of the Indenture Trustee such Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such PersonSecured Party, and that no personal liability whatsoever shall attach to or be incurred by any manager or administrator of any such Person Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of such Person Secured Party or of any such manager or administrator, as such, or any other of them, under or by reason of any of the obligations, . covenants or agreements of such Person Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such manager or administrator of such Person Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of such Person Secured Party or of any such administrator, or any of them, for breaches by such Person Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute 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, all amounts owed 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 Issuing Entity or the Grantor Trust on, under or in respect 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 liabilities 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 this Agreement shall be recoverable only from 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 11.11 shall survive the Collateral and upon final realization termination of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguishedthis Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of such Person Secured Party or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee such Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such PersonSecured Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of such Person Secured Party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of such Person Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of such Person Secured Party or of any such administrator, or any of them, for breaches by such Person Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 11.6 shall survive the termination of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguished.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee Purchaser as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person the Purchaser or any incorporator, affiliate, stockholder, officer, employee or director of such Person the Purchaser or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee Purchaser contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Personthe Purchaser, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person the Purchaser or any incorporator, stockholder, affiliate, officer, employee or director of such Person the Purchaser or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person the Purchaser contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person the Purchaser and each incorporator, stockholder, affiliate, officer, employee or director of such Person the Purchaser or of any such administrator, or any of them, for breaches by such Person the Purchaser of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 10.09 shall survive the termination of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguished.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee Buyer as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person the Buyer or any incorporator, affiliatemember, stockholdermanager, officer, employee employee, shareholder or director of such Person the Buyer or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceedingProceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee Buyer contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate limited liability company obligations of such Personthe Buyer, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person the Buyer or any incorporator, stockholdermember, affiliatemanager, officer, employee employee, shareholder or director of such Person the Buyer or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person the Buyer contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of such Person the Buyer and each incorporator, stockholdermember, affiliatemanager, officer, employee or director of such Person the Buyer or of any such administrator, or any of them, for breaches by the Buyer of any such Person obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. Recourse in respect of any obligations of the Buyer hereunder will be limited to the Buyer’s assets and on the exhaustion thereof, and application in accordance with the Priority of Payments, all claims against the Buyer arising from this Agreement or any transactions contemplated hereby shall be extinguished. (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 Seller as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any administrator of the Seller or any incorporator, member, manager, officer, employee, shareholder or director of the 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 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 limited liability company obligations of the Seller, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Seller or any incorporator, member, manager, officer, employee, shareholder or director of the 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 Seller contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Seller and each incorporator, member, manager, officer, employee or director of the Buyer or of any such administrator, or any of them, for breaches by the Seller of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (bc) Notwithstanding anything in The provisions of this Agreement to Section 8.13 shall survive the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect termination of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguishedAgreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee any Purchaser as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person Purchaser or any incorporator, affiliate, stockholder, officer, employee or director of such Person Purchaser or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee such -------- --------- ------ --- ---------- Purchaser contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such PersonPurchaser, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person Purchaser or any incorporator, stockholder, affiliate, officer, employee or director of such Person Purchaser or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person Purchaser contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person Purchaser and each incorporator, stockholder, affiliate, officer, employee or director of such Person Purchaser or of any such administrator, or any of them, for breaches by such Person Purchaser of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 11.11 shall survive the termination of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguished.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee Seller as contained in this Agreement Agreement, any other Facility Document or any other agreement, instrument or document entered into by it pursuant hereto to or in connection herewith with this Agreement or any other Facility Document shall be had against any manager or administrator of such Person or any stockholder, incorporator, affiliatepartner, stockholdermember, manager, authorized representative, officer, employee employee, personnel or director of such Person or of any such manager or administrator, as such, the Seller by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; otherwise it being expressly agreed and understood that the agreements of the Indenture Trustee Seller contained in this Agreement Agreement, any other Facility Document and all of the other agreements, instruments and documents entered into by it pursuant hereto to or in connection herewith with this Agreement or any other Facility Document are, in each case, solely the corporate obligations of such Personthe Seller, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any stockholder, incorporator, stockholderpartner, affiliatemember, manager, authorized representative, officer, employee employee, personnel or director of such Person or of any such administrator, as suchthe Seller, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person the Seller contained in this Agreement Agreement, any other Facility Document or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person and each stockholder, incorporator, stockholderpartner, affiliatemember, manager, authorized representative, officer, employee employee, personnel or director of such Person or of any such administratorthe Seller, or any of them, for breaches by such Person the Seller of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 8.08(a) shall survive the termination of this Agreement. (b) Notwithstanding anything 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 to or any other Facility Document shall be had against any stockholder, incorporator, partner, member, manager, authorized representative, officer, employee, personnel or director of the contrary, all amounts owed Buyer by the Issuing Entity enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise it being expressly agreed and understood that the Grantor Trust onagreements of the Buyer contained in this Agreement, 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 in respect by reason of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent any of the Collateral 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 upon final realization that any and all personal liability of collections thereon 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 accordance with consideration for the execution of this Agreement. The provisions of this Section 2.7 8.08(b) shall survive the termination of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguishedthis Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee Seller as contained in this Agreement Agreement, any other Facility Document or any other agreement, instrument or document entered into by it pursuant hereto to or in connection herewith with this Agreement or any other Facility Document shall be had against any manager or administrator of such Person or any stockholder, incorporator, affiliatepartner, stockholdermember, manager, authorized representative, officer, employee employee, personnel or director of such Person or of any such manager or administrator, as such, the Seller by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; otherwise it being expressly agreed and understood that the agreements of the Indenture Trustee Seller contained in this Agreement Agreement, any other Facility Document and all of the other agreements, instruments and documents entered into by 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 Personthe Seller, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any stockholder, incorporator, stockholderpartner, affiliatemember, manager, authorized representative, officer, employee employee, personnel or director of such Person or of any such administrator, as suchthe Seller, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person the Seller contained in this Agreement Agreement, any other Facility Document or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person and each stockholder, incorporator, stockholderpartner, affiliatemember, manager, authorized representative, officer, employee employee, personnel or director of such Person or of any such administratorthe Seller, or any of them, for breaches by such Person the Seller of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 8.08(a) shall survive the termination of this Agreement. (b) Notwithstanding anything 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 to or any other Facility Document shall be had against any stockholder, incorporator, partner, member, manager, authorized representative, officer, employee, personnel or director of the contrary, all amounts owed Buyer by the Issuing Entity enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise it being expressly agreed and understood that the Grantor Trust onagreements of the Buyer contained in this Agreement, 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 in respect by reason of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent any of the Collateral 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 upon final realization that any and all personal liability of collections thereon 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 accordance with consideration for the execution of this Agreement. The provisions of this Section 2.7 8.08(b) shall survive the termination of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguishedthis Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including the payment of any fees or any other obligations) of each Agent, any Secured Party, the Indenture Trustee Backup Servicer, the Securities Intermediary, Regional Management, or the Borrower as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person or any incorporator, affiliateAffiliate, stockholder, officer, employee or director of such Person or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee Agents, any Secured Party, the Backup Servicer and the Securities Intermediary contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliateAffiliate, officer, employee or director of such Person or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of such Person and each incorporator, stockholder, affiliateAffiliate, officer, employee or director of such Person or of any such administrator, or any of them, for breaches by such Person of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguished.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee Seller as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person or any incorporator, affiliate, stockholder, officer, employee employee, shareholder or director of such Person or of any such manager or administratorthe Seller, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee Seller contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Personthe Seller, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliate, officer, employee employee, shareholder or director of such Person or of any such administratorthe Seller, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person the Seller contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of such Person and each incorporator, stockholder, affiliate, officer, employee or director of such Person or of any such administratorthe Seller, or any of them, for breaches by such Person the Seller of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 10.19(a) shall survive the termination of this Agreement. (b) Notwithstanding anything No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Buyer as contained in this Agreement to or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any trustee or other administrator of the contraryBuyer or any grantor, all amounts owed owner, officer, employee or director of the Buyer or of any such trustee or other administrator, as such, by the Issuing Entity enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the Grantor Trust onagreements of the Buyer contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the obligations of the Buyer, and that no personal liability whatsoever shall attach to or be incurred by any trustee or other administrator of the Buyer or any grantor, owner, officer, employee or director of the Buyer or of any such trustee or other administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Buyer contained in respect of its obligations and liabilities under this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such trustee or other administrator of the Buyer and each grantor, owner, officer, employee or director of the Buyer or of any such trustee or other 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 be recoverable only from 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 extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguishedLock-Box Account or a Collection Account.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including the payment of any fees or any other obligations) of the Indenture Trustee Seller as contained in this Agreement Agreement, any other Transaction Document or any other agreement, instrument or document entered into by it pursuant hereto to or in connection herewith with this Agreement or any other Transaction Document shall be had against any manager or administrator of such Person or any stockholder, incorporator, affiliate, stockholderauthorized representative, officer, employee or director of such Person or of any such manager or administrator, as such, the Seller by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; otherwise it being expressly agreed and understood that the agreements of the Indenture Trustee Seller contained in this Agreement Agreement, any other Transaction Document and all of the other agreements, instruments and documents entered into by it pursuant hereto to or in connection herewith with this Agreement or any other Transaction Document are, in each case, solely the corporate obligations of such Personthe Seller, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any stockholder, incorporator, stockholder, affiliateauthorized representative, officer, employee or director of such Person or of any such administrator, as suchthe Seller, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person the Seller contained in this Agreement Agreement, any other Transaction Document or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person and each stockholder, incorporator, stockholder, affiliateauthorized representative, officer, employee or director of such Person or of any such administratorthe Seller, or any of them, for breaches by such Person the Seller of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 9.08(a) shall survive the termination of this Agreement. (b) Notwithstanding anything any other provision of this Agreement, the obligations of the Buyer under this Agreement and any other Transaction 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 Distributions 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 the payment of any fees or any other obligations) of the Buyer as contained in this Agreement, any other Transaction Document or any other agreement, instrument or document entered into by it pursuant to or in connection with this Agreement to or any other Transaction Document shall be had against any member, manager, authorized representative, officer, employee or director of the contrary, all amounts owed Buyer by the Issuing Entity enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise it being expressly agreed and understood that the Grantor Trust onagreements of the Buyer contained in this Agreement, any other Transaction 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 Transaction 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 in respect by reason of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent any of the Collateral obligations, covenants or agreements of the Buyer contained in this Agreement, any other Transaction Document or in any other such instruments, documents or agreements, or which are implied therefrom, and upon final realization that any and all personal liability of collections thereon 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 accordance with consideration for the execution of this Agreement. The provisions of this Section 2.7 9.08(b) shall survive the termination of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguishedthis Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee any party as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person party or any incorporator, affiliate, stockholder, member, officer, employee or director of such Person party or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee such party contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Personparty, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person party or any incorporator, stockholder, member, affiliate, officer, employee or director of such Person party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person party contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of such Person party and each incorporator, stockholder, member, affiliate, officer, employee or director of such Person party or of any such administrator, or any of them, for breaches by such Person party of any such obligations, covenants or agreements, which liability may arise either at common law or at in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 13.11 shall survive the termination of this Agreement. (ba) Notwithstanding anything any provisions contained in this Agreement to the contrary, all no Conduit Lender shall have any obligation to pay any amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities owing under this Agreement unless and until such Conduit Lender has received such amounts pursuant to this Agreement. The parties hereto agree that no amount owing hereunder (other than principal and interest) shall constitute a claim (as defined in § 101 of the Bankruptcy Code or any similar law in another jurisdiction) against any Conduit Lender, and no Conduit Lender shall be recoverable only from required to pay such amounts, unless such Conduit Lender has received cash pursuant to this Agreement sufficient to pay such amounts, and such amounts are not necessary to the extent pay outstanding indebtedness of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguishedsuch Conduit Lender.

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 s▇▇ 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 the payment of any fees or any other obligations) of the Indenture Trustee as Borrower 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 incorporatorshareholder, affiliate, stockholder, officer, employee officer or director of such Person or of any such manager or administrator, the Borrower 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 this Agreement is a corporate obligation of the Indenture Trustee contained in this Agreement Borrower and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Person, and that no personal liability whatsoever shall attach to to, or be incurred by any administrator by, the shareholders, officers, agents or directors of any such Person or any incorporator, stockholder, affiliate, officer, employee or director of such Person or of any such administrator, the Borrower as such, or any other of them, under or by reason of any of the obligations, covenants or and agreements of such Person the Borrower contained in this Agreement or in any other such instruments, documents or agreementsAgreement, or that are implied therefrom, and that any and all personal liability of every such administrator of such Person and each incorporator, stockholder, affiliate, officer, employee or director of such Person or for breach by the Borrower of any such administrator, or any of them, for breaches by such Person of any such obligations, covenants or agreements, which liability may arise agreements either at common law or at 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. (b) . Notwithstanding anything in any other provision of this Agreement to Agreement, the contrary, all amounts owed by obligations of the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities Borrower under this Agreement shall be recoverable only from and to the extent are payable solely out of the Collateral and upon final realization assets of collections thereon and the Borrower in accordance with Section 2.7 the terms of the IndentureTransaction 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 Issuing Entity and Borrower has insufficient funds to pay in full its obligations, then the Grantor Trust shall have no further liability Borrower will not be obliged to pay such shortfall, and all claims in respect of amounts owed but still unpaid 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 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 the payment of any fees or any other obligations) of the Indenture Trustee Lenders or the Agent as contained in this Agreement or any other agreement, instrument or document entered into by it the Lenders or the Agent pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person the Lenders or the Agent or any incorporator, affiliate, stockholder, officer, employee or director of such Person the Lenders or the Agent or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by it the Lenders or the Agent pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Personparty (and nothing in this Section 10.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person the Lenders or the Agent or any incorporator, stockholder, affiliate, officer, employee or director of such Person the Lenders or the Agent or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person the Lenders or the Agent contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person the Lenders or the Agent and each incorporator, stockholder, affiliate, officer, employee or director of such Person the Lenders or the Agent or of any such administrator, or any of them, for breaches by such Person the Lenders or the Agent of any such obligations, covenants or agreements, which liability may arise either at common law or at in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 10.09 shall survive the termination of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguished.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee any party as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person party or any incorporator, affiliate, stockholder, officer, employee employee, manager or director of such Person party or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee such party contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Personparty, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person party or any incorporator, stockholder, affiliate, officer, employee employee, manager or director of such Person party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person party contained in this Agreement or in any other such -35- 40 instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person party and each incorporator, stockholder, affiliate, officer, employee employee, manager or director of such Person party or of any such administrator, as such, or any of them, for breaches by such Person party of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 9.11 shall survive the termination of this Agreement. (b) Notwithstanding anything contained in this Agreement Agreement, no CP Purchaser shall have any obligation to pay any amount required to be paid by it hereunder to any Liquidity Agent, the contraryAdministrative Agent or any Deal Agent, all amounts owed by in excess of any amount available to such CP Purchaser after paying or making provision for the Issuing Entity or the Grantor Trust on, under or in respect 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 liabilities each of the Liquidity Agent, the Administrative Agent, each Deal Agent and each Liquidity Purchaser agrees that they shall not have a claim under this Agreement shall be recoverable only from 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 the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguishedits Commercial Paper.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee Lender, as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person Lender or any incorporator, affiliate, stockholder, officer, employee or director of such Person Lender or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee such Lender contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such PersonLender, provided that, in the case of the Lender, such liabilities shall be 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 the Lender, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person Lender or any incorporator, stockholder, affiliate, officer, employee or director of such Person Lender or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person Lender contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person Lender and each incorporator, stockholder, affiliate, officer, employee or director of such Person Lender or of any such administrator, or any of them, for breaches by such Person Lender of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of of, and in consideration for for, the execution of this Agreement. The provisions of this Section 13.10 shall survive the termination of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguished.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including the payment of any fees or any other obligations) of the Indenture Trustee each Agent or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any such Person or any manager or administrator of such Person or any incorporator, affiliate, stockholder, officer, employee or director of such Person or of the Borrower or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee Agents and any Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliate, officer, employee or director of such Person or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of such Person and each incorporator, stockholder, affiliate, officer, employee or director of such Person or of any such administrator, or any of them, for breaches by such Person of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section shall survive the termination of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguished.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including the payment of any fees or any other obligations) of each Agent, any Secured Party, the Indenture Trustee 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 it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person or any incorporator, affiliateAffiliate, stockholder, officer, employee or director of such Person or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee Agents, any Secured Party, the Backup Servicer, the Account Bank and the Image File Custodian contained in this Agreement 178 and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliateAffiliate, officer, employee or director of such Person or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of such Person and each incorporator, stockholder, affiliateAffiliate, officer, employee or director of such Person or of any such administrator, or any of them, for breaches by such Person of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding anything in Each of the parties to this Agreement hereby (i) acknowledges and agrees that no Conduit Lender shall have any obligation to the contrary, all pay any amounts owed by the Issuing Entity or the Grantor Trust on, under or this Agreement unless and until such Conduit Lender shall have received such amounts in respect of its obligations Loans and liabilities (ii) agrees that no Conduit Lender shall have any obligation to pay any amounts constituting fees, a reimbursement for expenses, or indemnities (collectively, “Expense Claims”), and such Expense Claims shall not constitute a claim (as defined in Section 101 of Title 11 of the Bankruptcy Code or any similar law under another jurisdiction) against any Conduit Lender, unless or until such Conduit Lender has received amounts sufficient to pay such Expense Claims from amounts received by it in respect of its Loans and such amounts are not required to pay its indebtedness for borrowed money. (c) The provisions of this Agreement Section shall survive the termination of this Agreement. (d) No claim may be recoverable only from made by the Borrower, the Servicer or any of their Affiliates or any other Person against the Administrative Agent, any Agent, any Lender, the 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 of the Collateral permitted by Applicable Law, hereby waives, releases, and agrees not to ▇▇▇ upon final realization of collections thereon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguishedits favor.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee Lender as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person the Lender or any incorporator, affiliateAffiliate, stockholder, officer, employee or director of such Person the Lender or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee Lender contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate limited liability company obligations of such Personthe Lender, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person the Lender or any incorporatororganizer, stockholdermember, affiliateAffiliate, officer, employee or director of such Person the Lender or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person the Lender contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person the Lender and each incorporatororganizer, stockholdermember, affiliateAffiliate, officer, employee or director of such Person the Lender or of any such administrator, or any of them, for breaches by such Person the Lender of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided, however, that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or fraudulent omissions made by them. The provisions of this Section shall survive the termination of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguished.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including the payment of any fees or any other obligations) of the Indenture Trustee as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person or any incorporator, affiliate, stockholder, officer, employee or director of such Person or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliate, officer, employee or director of such Person or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of such Person and each incorporator, stockholder, affiliate, officer, employee or director of such Person or of any such administrator, or any of them, for breaches by such Person of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguished.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including the payment of any fees or any other obligations) of the Indenture Trustee Administrative Agent or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any such Person or any manager or administrator of such Person or any incorporator, affiliate, stockholder, officer, employee or director of such Person or of the Borrower or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee Administrative Agent and any Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliate, officer, employee or director of such Person or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of such Person and each incorporator, stockholder, affiliate, officer, employee or director of such Person or of any such administrator, or any of them, for breaches by such Person of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section shall survive the termination of this Agreement. (b) Notwithstanding anything in The provisions of this Agreement to Section shall survive the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect termination of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguishedAgreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee any party as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person party or any incorporator, affiliate, stockholder, officer, employee employee, manager -34- 39 or director of such Person party or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee such party contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Personparty, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person party or any incorporator, stockholder, affiliate, officer, employee employee, manager or director of such Person party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person party contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person party and each incorporator, stockholder, affiliate, officer, employee employee, manager or director of such Person party or of any such administrator, as such, or any of them, for breaches by such Person party of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 9.11 shall survive the termination of this Agreement. (b) Notwithstanding anything contained in this Agreement Agreement, no CP Purchaser shall have any obligation to pay any amount required to be paid by it hereunder to any Liquidity Agent, the contraryAdministrative Agent or any Deal Agent, all amounts owed by in excess of any amount available to such CP Purchaser after paying or making provision for the Issuing Entity or the Grantor Trust on, under or in respect 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 liabilities each of the Liquidity Agent, the Administrative Agent, each Deal Agent and each Liquidity Purchaser agrees that they shall not have a claim under this Agreement shall be recoverable only from 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 the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguishedits Commercial Paper.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees Fees or any other obligations) of the Indenture Trustee as any Seller Party or Liberty Streetany Conduit Purchaser contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person or any incorporator, affiliate, stockholder, officer, partner, member, manager, employee or director of such Person any Seller Party or of any such manager or administrator, as such, Liberty Streetany Conduit Purchaser by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee Seller Parties or Liberty Streeteach Conduit Purchaser contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate or limited liability company obligations of such Personthe Seller Parties or Liberty Streetsuch Conduit Purchaser, as the case may be, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person the Seller Parties, Liberty Streetany Conduit Purchaser or any incorporatorincorporator or organizer, stockholder, affiliate, officer, partner, member, manager, employee or director of such Person or of any such administrator, as such, or any other of them, thereof under or by reason of any of the obligations, covenants or agreements of such Person the Seller Parties contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom. By way of clarification, and that the foregoing sentence shall not limit recourse to any and all personal liability of every such administrator of such Person and each incorporator, stockholder, affiliate, officer, employee or director of such Person or of any such administrator, or any of them, Seller Party for breaches by such Person of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of its respective obligations under this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguished.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of such Person Secured Party or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; otherwise it being expressly agreed and understood that the agreements of the Indenture Trustee such Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such PersonSecured Party, and that no personal liability whatsoever shall attach to or be incurred by any manager or administrator of any such Person Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of such Person Secured Party or of any such manager or administrator, as such, or any other of them, under or by reason of any of the obligations, . covenants or agreements of such Person Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such manager or administrator of such Person Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of such Person Secured Party or of any such administrator, or any of them, for breaches by such Person Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute 95 101 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, all amounts owed 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 Issuing Entity or the Grantor Trust on, under or in respect 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 liabilities 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 this Agreement shall be recoverable only from 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 11.11 shall survive the Collateral and upon final realization termination of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguishedthis Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including the payment of any fees or any other obligations) of the Indenture Trustee Lender as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person or any incorporator, affiliate, stockholder, officer, employee or director of such Person or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee Lender contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliate, officer, employee or director of such Person or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of such Person and each incorporator, stockholder, affiliate, officer, employee or director of such Person or of any such administrator, or any of them, for breaches by such Person of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding anything in The provisions of this Agreement to Section 10.11 shall survive the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect termination of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguishedAgreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including the payment of any fees or any other obligations) of the Indenture Trustee party hereto as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person or any incorporator, affiliate, stockholder, officer, employee or director of such Person or of any such manager or administrator, as 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 the Indenture Trustee each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Personparty hereto, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliate, officer, employee or director of such Person or of any such administrator, as such, or any other of them, party under or by reason of any of the obligations, covenants or agreements of such Person party hereto contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of such Person and each incorporator, stockholder, affiliate, officer, employee or director of such Person or of any such administratorparty, or any of them, for breaches by such Person any party hereto of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. 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, initial Servicer, Originator or Guarantor to the extent of any loss, cost or expense incurred in whole or in part from any such Person’s (A) willful misconduct; (B) fraud; (C) theft or misappropriation of funds; (D) criminal acts; (E) intentional interference with the Administrative Agent’s Lien in the Collateral or rights with respect thereto; (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 anything 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 Loans is intended to be assumed by the Secured Parties under or as a result of this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguishedtransactions contemplated hereby.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee Seller as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person the Seller or any incorporator, affiliate, stockholder, officer, employee or director of such Person or of any such manager or administratorthe Seller, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; , it being expressly agreed and understood that the agreements of the Indenture Trustee Seller contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Personthe Seller, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliate, officer, employee or director of such Person or of any such administratorthe Seller, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person the Seller contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person and each incorporator, stockholder, affiliate, officer, employee or director of such Person or of any such administratorthe Seller, or any of them, for breaches by such Person the Seller of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 10.9(a) shall survive the termination of this Agreement. (b) Notwithstanding anything No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Buyer as contained in this Agreement to or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any incorporator, officer, employee or director of the contraryBuyer, all amounts owed as such, by the Issuing Entity enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise, it being expressly agreed and understood that the Grantor Trust onagreements of the Buyer contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of the Buyer, and that no personal liability whatsoever shall attach to or be incurred by any incorporator, officer, employee or director of the Buyer, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Buyer contained in respect of its obligations and liabilities under this Agreement shall be recoverable only from or in any other such instruments, documents or agreements, or which are implied therefrom, and to the extent that any and all personal liability of each incorporator, officer, employee or director of the Collateral and upon final realization Buyer, or any of collections thereon them, for breaches by the Buyer of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in accordance with consideration for the execution of this Agreement. The provisions of this Section 2.7 10.9 (b) shall survive the termination of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguishedthis Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee any party as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person party or any incorporator, affiliate, stockholder, officer, employee employee, manager or director of such Person party or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee such party contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Personparty, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person party or any incorporator, stockholder, affiliate, officer, employee employee, manager or director of such Person party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person party contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person party and each incorporator, stockholder, affiliate, officer, employee employee, manager or director of such Person party or of any such administrator, as such, or any of them, for breaches by such Person party of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 9.10 shall survive the termination of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguished.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee any Lender as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person any Lender or any incorporator, affiliate, stockholder, officer, employee or director of such Person any Lender or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee Lenders contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the limited liability company or corporate obligations of such PersonLender, as applicable, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person Lender or any incorporatororganizer, stockholdermember, affiliate, officer, employee or director of such Person any Lender or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person any Lender contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person any Lender and each incorporatororganizer, stockholdermember, affiliate, officer, employee or director of such Person any Lender or of any such administrator, or any of them, for breaches by such Person any Lender of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with . 65 Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguished.9.12

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including the payment of any fees or any other obligations) of the Indenture Trustee each Agent or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any such Person or any manager or administrator of such Person or any incorporator, affiliate, stockholder, officer, employee or director of such Person or of the Borrower or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee Agents and any Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliate, officer, employee or director of such Person or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of such Person and each incorporator, stockholder, affiliate, officer, employee or director of such Person or of any such administrator, or any of them, for breaches by such Person of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section shall survive the termination of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguished.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including the payment of any fees or any other obligations) of each Agent, any Secured Party, the Indenture Trustee 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 it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person or any incorporator, affiliateAffiliate, stockholder, officer, employee or director of such Person or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee Agents, any Secured Party, the Backup Servicer and the Account Bank contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliateAffiliate, officer, employee or director of such Person or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person 170 contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of such Person and each incorporator, stockholder, affiliateAffiliate, officer, employee or director of such Person or of any such administrator, or any of them, for breaches by such Person of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguished.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including the payment of any fees or any other obligations) of the Indenture Trustee party hereto as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person or any incorporator, affiliate, stockholder, officer, employee or director of such Person or of any such manager or administrator, as 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 the Indenture Trustee each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Personparty hereto (other than with respect to ▇▇. ▇▇▇▇ ▇. Gangloff, in the capacity of Guarantor), and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliate, officer, employee or director of such Person or party (other than with respect to ▇▇. ▇▇▇▇ ▇. Gangloff, in the capacity of any such administrator, as such, or any other of them, Guarantor) under or by reason of any of the obligations, covenants or agreements of such Person party hereto contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of such Person and each incorporator, stockholder, affiliate, officer, employee or director of such Person or of any such administratorparty, or any of them, for breaches by such Person any party hereto of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this AgreementAgreement (other than with respect to ▇▇. ▇▇▇▇ ▇. Gangloff, in the capacity of Guarantor). Notwithstanding the foregoing, the Administrative Agent and the Lenders shall not be deemed to have waived any legal rights which they may have and, to the extent of such rights, shall have recourse against any incorporator, affiliate, stockholder, officer, employee or director any Borrower, the initial Servicer or the Originator, to the extent of any loss, cost or expense incurred in whole or in part from any such Person’s (A) willful misconduct; (B) fraud; (C) theft or misappropriation of funds; (D) criminal acts; (E) intentional interference with the Administrative Agent’s Lien in the Collateral or rights with respect thereto (except pursuant to a court order or otherwise as required by applicable law); (F) disposition of any Eligible Receivables or other Collateral in violation of the terms of this Agreement (except pursuant to a court order or otherwise as required by applicable law); (G) filing, initiating or consenting to the filing of an involuntary petition under any chapter of the Bankruptcy Code with respect to any Borrower; (H) violation of the separateness covenants of any Borrower set forth herein and/or such Borrower’s organizational documents resulting in the consolidation of such Borrower’s assets with the assets of any other Person; or (I) voluntarily seeking, causing or taking any action to effect a dissolution or liquidation of such Borrower. (b) Notwithstanding anything 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 Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguishedtransactions contemplated hereby.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee Lender or Hedge Counterparty, 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 Lender or Hedge Counterparty or any incorporator, affiliate, stockholder, officer, employee or director of such Person Lender or Hedge Counterparty or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee such Lender or Hedge Counterparty contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such PersonLender or Hedge Counterparty, provided that, in the case of the Lender, such liabilities shall be 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 the Lender, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person Lender or Hedge Counterparty or any incorporator, stockholder, affiliate, officer, employee or director of such Person Lender or Hedge Counterparty or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person Lender or Hedge Counterparty contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person Lender or Hedge Counterparty and each incorporator, stockholder, affiliate, officer, employee or director of such Person Lender or Hedge Counterparty or of any such administrator, or any of them, for breaches by such Person Lender or Hedge Counterparty of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of of, and in consideration for for, the execution of this Agreement. The provisions of this Section 12.11 shall survive the termination of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguished.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee Seller as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person the Seller or any incorporator, affiliate, stockholder, officer, employee employee, shareholder or director of such Person the Seller or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being -- ----- expressly agreed and understood that the agreements of the Indenture Trustee Seller contained in --------- ------ --- ---------- this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Personthe Seller, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person the Seller or any incorporator, stockholder, affiliate, officer, employee employee, shareholder or director of such Person the Seller or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person the Seller contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person the Seller and each incorporator, stockholder, affiliate, officer, employee or director of such Person the Seller or of any such administrator, or any of them, for breaches by such Person the Seller of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 9.16(a) shall survive the termination of this Agreement. (b) Notwithstanding anything No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Buyer as contained in this Agreement to or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any administrator of the contraryBuyer or any incorporator, all amounts owed officer, employee, shareholder or director of the Buyer or of any such administrator, as such, by the Issuing Entity enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being -- ----- expressly agreed and understood that the Grantor Trust onagreements of the Buyer contained in --------- ------ --- ---------- this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of the Buyer, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Buyer or any incorporator, officer, employee, 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 respect of its obligations and liabilities under this Agreement shall be recoverable only from or in any other such instruments, documents or agreements, or which are implied therefrom, and to the extent that any and all personal liability of every such administrator of the Collateral Buyer and upon final realization each incorporator, officer, employee or director of collections thereon the Buyer or of any such administrator, or any of them, for breaches by the Buyer of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in accordance with consideration for the execution of this Agreement. The provisions of this Section 2.7 9.16 (b) shall survive the termination of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguishedthis Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee Grantor as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person Grantor or any incorporator, affiliatemember, stockholdermanager, officer, employee employee, shareholder or director of such Person Grantor or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceedingProceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee Grantor contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate limited liability company obligations of such PersonGrantor, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person Grantor or any incorporator, stockholdermember, affiliatemanager, officer, employee employee, shareholder or director of such Person Grantor or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person Grantor contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of such Person Grantor and each incorporator, stockholdermember, affiliatemanager, officer, employee or director of such Person Grantor or of any such administrator, or any of them, for breaches by such Person Grantor of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding anything No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of Participant as contained in this Agreement to the contraryor any other agreement, all amounts owed instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any administrator of Participant or any incorporator, member, manager, officer, employee, shareholder or director of Participant or of any such administrator, as such, by the Issuing Entity enforcement of any assessment or by any legal or equitable Proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the Grantor Trust onagreements of Participant contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the limited liability company obligations of Participant, and that no personal liability whatsoever shall attach to or be incurred by any administrator of Participant or any incorporator, member, manager, officer, employee, shareholder or director of Participant or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of Participant contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of Participant and each incorporator, member, manager, officer, employee or director of Participant or of any such administrator, or any of them, for breaches by Participant of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. Recourse in respect of its any obligations of Participant hereunder will be limited to Participant’s assets and liabilities under this Agreement shall be recoverable only from on the exhaustion thereof, and to the extent of the Collateral and upon final realization of collections thereon and application in accordance with Section 2.7 the Priority of Payments set forth in the IndentureCredit Agreement, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid against Participant arising from this Agreement or any transactions contemplated hereby shall be extinguished. (c) The provisions of this Section 8.13 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee Lender as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person the Lender or any incorporator, affiliateAffiliate, stockholder, officer, employee or director of such Person the Lender or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee Lender contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate limited liability company obligations of such Personthe Lender, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person the Lender or any incorporatororganizer, stockholdermember, affiliateAffiliate, officer, employee or director of such Person the Lender or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person the Lender contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person the Lender and each incorporatororganizer, stockholdermember, affiliateAffiliate, officer, employee or director of such Person the Lender or of any such administrator, or any of them, for breaches by such Person the Lender of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided, however, that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or fraudulent omissions made by them. The provisions of this Section shall survive the termination of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguished.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including the payment of any fees or any other obligations) of the Indenture Trustee each Agent or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any such Person or any manager or administrator of such Person or any incorporator, affiliate, stockholder, officer, employee or director of such Person or of the Borrower or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee Agents and any Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliate, officer, employee or director of such Person or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of such Person and each incorporator, stockholder, affiliate, officer, employee or director of such Person or of any such administrator, or any of them, for breaches by such Person of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding anything in . The provisions of this Agreement to Section shall survive the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect termination of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguished.Agreement. DB1/ 139452285.4144571789.3

Recourse Against Certain Parties. (a) No recourse under or with -------------------------------- respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee Lender as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person the Lender or any incorporator, affiliate, stockholder, officer, employee or director of such Person the Lender or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the -- ----- --------- ------ --- ---------- agreements of the Indenture Trustee Lender contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Personthe Lender, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person the Lender or any incorporator, stockholder, affiliate, officer, employee or director of such Person the Lender or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person the Lender contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person the Lender and each incorporator, stockholder, affiliate, officer, employee or director of such Person the Lender or of any such administrator, or any of them, for breaches by such Person the Lender of any such obligations, covenants 66 or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding anything in . The provisions of this Agreement to Section 9.09 shall survive the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect termination of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguished.Agreement. ------------

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee any party hereto as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person or any incorporator, affiliate, stockholder, officer, partner, member, manager, employee or director of such Person or of any such manager or 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 the Indenture Trustee each party hereto 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 or limited liability company obligations of such Person, party and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person party or any incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of such Person or of any such administrator, as such, or any other of them, thereof under or by reason of any of the obligations, covenants or agreements of any such Person party hereto contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of such Person any party hereto and each incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of such Person or of any such administrator, thereof or any of them, for breaches by any such Person party hereto of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; 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 anything 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 to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust transactions contemplated hereby. (e) The provisions of this Section 13.11 shall have no further liability and all claims in respect survive the termination of amounts owed but still unpaid shall be extinguishedthis Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement agreement, (including including, without limitation, the payment of any fees or any other obligations) of any of the Indenture Trustee Issuer, any Purchaser or any Deal Agent as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person party or any incorporator, affiliate, stockholder, member, manager, officer, employee or director of such Person party or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee such party contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Personparty, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person party or any incorporator, stockholder, member, manager, affiliate, officer, employee or director of such Person party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person party contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person party and each incorporator, stockholder, member, manager, affiliate, officer, employee or director of such Person party or of any such administrator, or any of them, for breaches by such Person party of any such obligations, covenants or agreements, agreements which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding anything 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 contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect 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 liabilities under this Agreement each Liquidity Agent, the Issuer and each Deal Agent agrees that they shall be recoverable only from not have a “claim” (as defined in Section 101(5) of the 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 the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguishedits Commercial Paper.

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 Indenture Trustee any Secured Party as contained in this Agreement the Operative Agreements or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of such Person Secured Party or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee such Secured Party contained in this Agreement the Operative Agreements and all of the other agreements, instruments and documents entered into by it pursuant hereto thereto or in connection herewith therewith are, in each case, solely the corporate obligations of such PersonSecured Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of such Person Secured Party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person Secured Party contained in this Agreement the Operative Agreements or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of such Person Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of such Person Secured Party or of any such administrator, or any of them, for breaches by such Person Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of the Operative Agreements. The provisions of this Agreement. (b) Notwithstanding anything in this Agreement to section shall survive the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent termination of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguishedOperative Agreements.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including the payment of any fees or any other obligations) of any Secured Party, the Indenture Trustee 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 it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person or any incorporator, affiliateAffiliate, stockholder, officer, employee or director of such Person or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of any Secured Party, the Indenture Trustee 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 it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliateAffiliate, officer, employee or director of such Person or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of such Person and each incorporator, stockholder, affiliateAffiliate, officer, employee or director of such Person or of any such administrator, or any of them, for breaches by such Person of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding anything in The provisions of this Agreement Section shall survive the termination of this Agreement. (c) No claim may be made by the Borrower, the Servicer or any of their respective Affiliates against the Administrative Agent, any Lender, the Collateral Custodian, the Backup Servicer, the Account Bank or any of their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages arising out of or related to the contrarytransactions contemplated by this Agreement, all amounts owed by and each of the Issuing Entity or Borrower and the Grantor Trust onServicer, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral permitted by Applicable Law, hereby waives, releases, and agrees not to ▇▇▇ upon final realization of collections thereon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguishedits favor.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee Lenders as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person any Lenders or any incorporator, affiliate, stockholder, officer, employee or director of such Person any Lenders or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee Lenders contained in this Agreement and all of the other agreements, instruments and documents entered into by it each such Lender pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such PersonLender, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person Lender or any incorporator, stockholder, affiliate, officer, employee or director of such Person any Lender or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of any such Person Lender contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person any Lender and each incorporator, stockholder, affiliate, officer, employee or director director, of any such Person Lender or of any such administrator, or any of them, for breaches by such Person any Lender of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 9.09 shall survive the termination of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguished.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee Originator as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person or any incorporator, affiliate, stockholdershareholder, officer, employee or director of such Person or of any such manager or administrator, as such, the 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 the Indenture Trustee Originator contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Personthe Originator, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliateshareholder, officer, employee or director of such Person or of any such administrator, as suchthe Originator, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person the Originator contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person and each incorporator, stockholder, affiliateshareholder, officer, employee or director of such Person or of any such administratorthe Originator, or any of them, for breaches by such Person the Originator 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 9.13(a) shall survive the termination of this Agreement. (b) Notwithstanding anything No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Buyer as contained in this Agreement to or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager of the contraryBuyer or any member, all amounts owed stockholder, officer, employee or director of the Buyer or of any such manager, as such, by the Issuing Entity enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise it being expressly agreed and understood that the Grantor Trust onagreements of the Buyer contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the limited liability company obligations of the Buyer, and that no personal liability whatsoever shall attach to or be incurred by any manager of the Buyer or any member, stockholder, officer, employee or director of the Buyer or of any such member, as such, or any other them, under or by reason of any of the obligations, covenants or agreements of the Buyer contained in respect of its obligations and liabilities under this Agreement shall be recoverable only from or in any other such instruments, documents or agreements, or which are implied therefrom, and to the extent that any and all personal liability of every such manager of the Collateral Buyer and upon final realization each member, stockholder, officer, employee or director of collections thereon the Buyer or of any such administrator, or any of them, for breaches by the Buyer of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in accordance with consideration for the execution of this Agreement. The provisions of this Section 2.7 9.13(b) shall survive the termination of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguishedthis Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee Seller as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person the Seller or any incorporator, affiliate, stockholder, officer, employee employee, shareholder or director of such Person the Seller or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee Seller contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Personthe Seller, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person the Seller or any incorporator, stockholder, affiliate, officer, employee employee, shareholder or director of such Person the Seller or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person the Seller contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of such Person the Seller and each incorporator, stockholder, affiliate, officer, employee or director of such Person the Seller or of any such administrator, or any of them, for breaches by such Person the Seller of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 10.19(a) shall survive the termination of this Agreement. (b) Notwithstanding anything No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Buyer as contained in this Agreement to or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any administrator of the contraryBuyer or any incorporator, all amounts owed officer, employee, shareholder or director of the Buyer or of any such administrator, as such, by the Issuing Entity enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the Grantor Trust onagreements of the Buyer contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of the Buyer, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Buyer or any incorporator, officer, employee, 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 respect of its obligations and liabilities under 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 be recoverable only from survive the termination of this Agreement. (c) From and after the Closing Date, the Buyer shall have the right, in its discretion and subject to the extent provisions of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of Transaction Documents, to direct all Obligors to henceforth direct their payments to the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguishedrespective Obligor Account.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including the payment of any fees or any other obligations) of each Agent, any Secured Party, the Indenture Trustee Backup Servicer, the Account Bank, Regional Management, or the Borrower as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person or any incorporator, affiliateAffiliate, stockholder, officer, employee or director of such Person or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee Agents, any Secured Party, the Backup Servicer and the Account Bank contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliateAffiliate, officer, employee or director of such Person or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person 170 LEGAL02/42338653v2 contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of such Person and each incorporator, stockholder, affiliateAffiliate, officer, employee or director of such Person or of any such administrator, or any of them, for breaches by such Person of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding anything in Each of the parties to this Agreement hereby (i) acknowledges and agrees that no Conduit Lender shall have any obligation to the contrary, all pay any amounts owed by the Issuing Entity or the Grantor Trust on, under or this Agreement unless and until such Conduit Lender shall have received such amounts in respect of its obligations Loans and liabilities (ii) agrees that no Conduit Lender shall have any obligation to pay any amounts constituting fees, a reimbursement for expenses, or indemnities (collectively, “Expense Claims”), and such Expense Claims shall not constitute a claim (as defined in Section 101 of Title 11 of the Bankruptcy Code or any similar law under another jurisdiction) against any Conduit Lender, unless or until such Conduit Lender has received amounts sufficient to pay such Expense Claims from amounts received by it in respect of its Loans and such amounts are not required to pay its indebtedness for borrowed money. (c) The provisions of this Agreement Section shall survive the termination of this Agreement. (d) No claim may be recoverable only from made by the Borrower, the Servicer or any of their Affiliates or any other Person against the Administrative Agent, any Agent, any Lender, the Backup Servicer, the 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 of the Collateral permitted by Applicable Law, hereby waives, releases, and agrees not to sue upon final realization of collections thereon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguishedits favor.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee Lender as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person the Lender or any incorporator, affiliate, stockholder, officer, employee or director of such Person the Lender or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee Lender contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Personthe Lender, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person the Lender or any incorporator, stockholder, affiliate, officer, employee or director of such Person the Lender or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person the Lender contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person the Lender and each incorporator, stockholder, affiliate, officer, employee or director of such Person the Lender or of any such administrator, or any of them, for breaches by such Person the Lender of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 10.09 shall survive the termination of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguished.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of such Person Secured Party or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee such Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such PersonSecured Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of such Person Secured Party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Person Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of such Person Secured Party or of any such administrator, or any of them, for breaches by such Person Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 11.11 shall survive the termination of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguished.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee any party hereto 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 any such Person Person, or any incorporator, affiliate, stockholder, member, manager, officer, employee or director of any 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 of the Indenture Trustee parties hereto 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 or limited liability company obligations of such Person, Person and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliate, member, manager, officer, employee or director of any such Person or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of any such Person and each incorporator, stockholder, affiliate, member, manager, officer, employee or director of any such Person or of any such administrator, or any of them, for breaches by any such Person of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguished.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including the payment of any fees or any other obligations) of the Indenture Trustee Deal Agent, each Agent or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any such Person or any manager or administrator of such Person or any incorporator, affiliate, stockholder, officer, employee or director of such Person or of the Borrower or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee Deal Agent, the Agents and any Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, affiliate, officer, employee or director of such Person or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of such Person and each incorporator, stockholder, affiliate, officer, employee or director of such Person or of any such administrator, or any of them, for breaches by such Person of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section shall survive the termination of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguished.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including including, without limitation, the payment of any fees or any other obligations) of the Indenture Trustee any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of such Person Secured Party or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee such Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such PersonSecured Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of such Person Secured Party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of such Person Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of such Person Secured Party or of any such administrator, or any of them, for breaches by such Person Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or at in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 14.11 shall survive the termination of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Issuing Entity or the Grantor Trust on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of the Collateral and upon final realization of collections thereon and in accordance with Section 2.7 of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguished.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including the payment of any fees or any other obligations) of the Indenture Trustee Seller as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person the Seller or any incorporator, affiliate, stockholder, officer, employee employee, equityholder, director or director partner of such Person the Seller or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Indenture Trustee Seller contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Personthe Seller, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person the Seller or any incorporator, stockholder, affiliate, officer, employee employee, equityholder, director or director partner of such Person the Seller or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Person the Seller contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of such Person the Seller and each incorporator, stockholder, affiliate, officer, employee employee, equityholder, director or director partner of such Person the Seller or of any such administrator, or any of them, for breaches by such Person the Seller of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding anything No recourse under or with respect to any obligation, covenant or agreement (including the payment of any fees or any other obligations) of the Buyer as contained in this Agreement to or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any administrator of the contraryBuyer or any incorporator, all amounts owed officer, employee, equityholder, director or partner of the Buyer or of any such administrator, as such, by the Issuing Entity enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the Grantor Trust onagreements of the Buyer contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the 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, officer, employee, equityholder, director or partner of the Buyer or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Buyer contained in respect of its obligations and liabilities under this Agreement shall be recoverable only from or in any other such instruments, documents or agreements, or that are implied therefrom, and to the extent that any and all personal liability of every such administrator of the Collateral Buyer and upon final realization each incorporator, officer, employee, equityholder, director or partner of collections thereon the Buyer or of any such administrator, or any of them, for breaches by the Buyer of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in accordance with consideration for the execution of this Agreement. (c) The provisions of this Section 2.7 10.13 shall survive the termination of the Indenture, the Issuing Entity and the Grantor Trust shall have no further liability and all claims in respect of amounts owed but still unpaid shall be extinguishedthis Agreement.