Common use of Recourse Against Certain Parties Clause in Contracts

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, 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 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. (b) Each of parties hereto hereby acknowledges and agrees that any other transactions with a CP Lender hereunder shall be without recourse of any kind to such CP Lender. A CP Lender shall have no obligation to pay any amounts owing hereunder in excess of any amount available to such CP Lender after paying or making provision for the payment of any commercial paper notes of such CP Lender. In addition, each party hereto agrees that a CP Lender shall have no obligation to pay any other party, any amounts constituting fees, a reimbursement for expenses or indemnities (collectively, “Expense Claims”), and such Expense Claims shall not constitute a claim against such CP Lender (as defined in Section 101 of Title 11 of the United States Bankruptcy Code), unless or until such CP Lender has received amounts sufficient to pay such Expense Claims and such amounts are not required to pay the commercial paper of such CP Lender. (c) The provisions of this Section 12.10 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, including the payment of any fees or any other obligations) of the Administrative Agent, Facility 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 Person or 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. (b) Amounts payable by the Borrower hereunder shall be paid solely from the Collateral and no recourse under or with respect to any obligation, covenant or agreement (including the payment of any fees or any other obligations) of the 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 Person or 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. (bc) Each of parties hereto hereby acknowledges and agrees that any other transactions with a CP Conduit Lender hereunder shall be without recourse of any kind to such CP Conduit Lender. A CP Conduit Lender shall have no obligation to pay any amounts owing hereunder in excess of any amount available to such CP Conduit Lender after paying or making provision for the payment of any commercial paper notes of such CP Conduit Lender. In addition, each party hereto agrees that a CP Conduit Lender shall have no obligation to pay any other party, any amounts constituting fees, a reimbursement for expenses or indemnities (collectively, “Expense Claims”), and such Expense Claims shall not constitute a claim against such CP Conduit Lender (as defined in Section 101 of Title 11 of the United States Bankruptcy Code), unless or until such CP Conduit Lender has received amounts sufficient to pay such Expense Claims and such amounts are not required to pay the commercial paper of such CP Conduit Lender. (cd) The provisions of this Section 12.10 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, including the payment of any fees or any other obligations) of the Administrative Agent, Facility 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 Person or 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. (b) Amounts payable by the Borrower hereunder shall be paid solely from the Collateral and no recourse under or with respect to any obligation, covenant or agreement (including the payment of any fees or any other obligations) of the 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 Person or 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. (bc) Each of parties hereto hereby acknowledges and agrees that any other transactions with a CP Lender Conduit ▇▇▇▇▇▇ hereunder shall be without recourse of any kind to such CP Conduit Lender. A CP Conduit Lender shall have no obligation to pay any amounts owing hereunder in excess of any amount available to such CP Conduit Lender after paying or making provision for the payment of any commercial paper notes of such CP Conduit Lender. In addition, each party hereto agrees that a CP Conduit Lender shall have no obligation to pay any other party, any amounts constituting fees, a reimbursement for expenses or indemnities (collectively, “Expense Claims”), and such Expense Claims shall not constitute a claim against such CP Conduit Lender (as defined in Section 101 of Title 11 of the United States Bankruptcy Code), unless or until such CP Conduit Lender has received amounts sufficient to pay such Expense Claims and such amounts are not required to pay the commercial paper of such CP Conduit Lender. (cd) The provisions of this Section 12.10 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, 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 Person or any manager or administrator of such Person Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of such Person or of the Borrower 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 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 Secured Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of such Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of such Secured Party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such 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 Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of such Secured Party or of any such administrator, or any of them, for breaches by such 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 7.8 shall survive the termination of this Agreement. (b) Each of parties hereto hereby acknowledges and agrees that Notwithstanding anything in this Agreement to the contrary, VFCC shall not have any other transactions with a CP Lender hereunder shall be without recourse of any kind to such CP Lender. A CP Lender shall have no obligation to pay any amounts owing amount required to be paid by it hereunder in excess of any amount available to such CP Lender VFCC after paying or making provision for the payment of any commercial paper notes its Commercial Paper Notes. All payment obligations of such CP Lender. In addition, VFCC hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes and each party of the other parties hereto agrees that a CP Lender shall it will not have no obligation to pay any other party, any amounts constituting fees, a reimbursement for expenses or indemnities (collectively, “Expense Claims”), and such Expense Claims shall not constitute a claim against such CP Lender (as defined in Section 101 of Title 11 under SECTION 101(5) of the United States Bankruptcy Code), unless or until Code if and to the extent that any such CP Lender has received amounts sufficient payment obligation owed to it by VFCC exceeds the amount available to VFCC to pay such Expense Claims and such amounts are not required to pay amount after paying or making provision for the commercial paper payment of such CP Lenderits Commercial Paper Notes. (c) The provisions of this Section 12.10 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative AgentBorrower, the Servicer, the Agent or any other 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 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. (b) Each of parties hereto hereby acknowledges and agrees that Notwithstanding anything in this Agreement or any other transactions with a CP Lender hereunder shall be without recourse of any kind Transaction Document to such CP Lender. A CP Lender the contrary, Fairway shall have no obligation to pay any amounts owing amount required to be paid by it hereunder or thereunder in excess of any amount available to such CP Lender Fairway after paying or making provision for the payment of any commercial paper notes its Commercial Paper Notes. All payment obligations of such CP Lender. In addition, each party hereto agrees that a CP Lender shall have no obligation Fairway hereunder are contingent upon the availability of funds in excess of the amounts necessary to pay any Commercial Paper Notes; and each of the Borrower, the Servicer, the Backup Servicer, the Fairway Trustee, the Agent and the other party, any amounts constituting fees, a reimbursement for expenses or indemnities (collectively, “Expense Claims”), and such Expense Claims Secured Parties agree that they shall not constitute have a claim against such CP Lender (as defined in under Section 101 of Title 11 101(5) of the United States Bankruptcy Code), unless or until Code if and to the extent that any such CP Lender has received amounts sufficient payment obligation exceeds the amount available to Fairway to pay such Expense Claims and such amounts are not required to pay after paying or making provision for the commercial paper payment of such CP Lenderits Commercial Paper Notes. (c) The provisions of this Section 12.10 12.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Deal Agent, the Liquidity 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. (b) Each of parties hereto hereby acknowledges and agrees that Notwithstanding anything in this Agreement or any other transactions with a CP Lender hereunder shall be without recourse of any kind Transaction Document to such CP Lender. A CP Lender the contrary, VFCC shall have no obligation to pay any amounts owing amount required to be paid by it hereunder or thereunder in excess of any amount available to such CP Lender VFCC after paying or making provision for the payment of any commercial paper notes its Commercial Paper Notes. All payment obligations of such CP Lender. In additionVFCC hereunder are contingent upon the availability of funds in excess of the amounts necessary to pay Commercial Paper Notes; and each of the Borrower, each party hereto the Servicer, the Backup Servicer, the Custodian, the Deal Agent, the Liquidity Agent and the Secured Parties agrees that a CP Lender shall have no obligation to pay any other party, any amounts constituting fees, a reimbursement for expenses or indemnities (collectively, “Expense Claims”), and such Expense Claims they shall not constitute have a claim against such CP Lender (as defined in under Section 101 of Title 11 101(5) of the United States Bankruptcy Code), unless or until Code if and to the extent that any such CP Lender has received amounts sufficient payment obligation exceeds the amount available to VFCC to pay such Expense Claims and such amounts are not required to pay after paying or making provision for the commercial paper payment of such CP Lenderits Commercial Paper Notes. (c) The provisions of this Section 12.10 12.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative AgentBorrower, the Servicer, the Agent or any other 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 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. (b) Each of parties hereto hereby acknowledges and agrees that Notwithstanding anything in this Agreement or any other transactions with a CP Lender hereunder shall be without recourse of any kind Transaction Document to such CP Lender. A CP the contrary, no Conduit Lender shall have no any obligation to pay any amounts owing amount required to be paid by it hereunder or thereunder in excess of any amount available to such CP Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of any commercial paper notes Conduit Lender hereunder are contingent upon the availability of such CP Lender. In addition, each party hereto agrees that a CP Lender shall have no obligation funds in excess of the amounts necessary to pay any Commercial Paper Notes; and each of the Borrower, the Servicer, the Backup Servicer, the Trustee, the Agent and the other party, any amounts constituting fees, a reimbursement for expenses or indemnities (collectively, “Expense Claims”), and such Expense Claims Secured Parties agree that they shall not constitute have a claim against such CP Lender (as defined in under Section 101 of Title 11 101(5) of the United States Bankruptcy Code), unless or until Code if and to the extent that any such CP payment obligation exceeds the amount available to such Conduit Lender has received amounts sufficient to pay such Expense Claims and such amounts are not required to pay after paying or making provision for the commercial paper payment of such CP Lenderits Commercial Paper Notes. (c) The provisions of this Section 12.10 12.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Deal Agent, the Liquidity 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 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. (b) Each of parties hereto hereby acknowledges and agrees that Notwithstanding anything in this Agreement or any other transactions with a CP Lender hereunder shall be without recourse of any kind Transaction Document to such CP Lender. A CP Lender the contrary, VFCC shall have no obligation to pay any amounts owing amount required to be paid by it hereunder or thereunder in excess of any amount available to such CP Lender VFCC after paying or making provision for the payment of any commercial paper notes its Commercial Paper Notes. All payment obligations of such CP Lender. In additionVFCC hereunder are contingent upon the availability of funds in excess of the amounts necessary to pay Commercial Paper Notes; and each of the Borrower, each party hereto the Servicer, the Backup Servicer, the Collateral Custodian, the Deal Agent, the Liquidity Agent and the Secured Parties agrees that a CP Lender shall have no obligation to pay any other party, any amounts constituting fees, a reimbursement for expenses or indemnities (collectively, “Expense Claims”), and such Expense Claims they shall not constitute have a claim against such CP Lender (as defined in under Section 101 of Title 11 101(5) of the United States Bankruptcy Code), unless or until Code if and to the extent that any such CP Lender has received amounts sufficient payment obligation exceeds the amount available to VFCC to pay such Expense Claims and such amounts are not required to pay after paying or making provision for the commercial paper payment of such CP Lenderits Commercial Paper Notes. (c) The provisions of this Section 12.10 11.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, including the payment of any fees or any other obligations) of the Administrative Agent, 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 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. (b) Each of parties hereto hereby acknowledges and agrees that any other transactions with a CP Lender hereunder shall be without recourse of any kind to such CP Lender. A CP Lender shall have no obligation to pay any amounts owing hereunder in excess of any amount available to such CP Lender after paying or making provision for the payment of any commercial paper notes of such CP Lender. In addition, each party hereto agrees that a CP Lender shall have no obligation to pay any other party, any amounts constituting fees, a reimbursement for expenses or indemnities (collectively, “Expense Claims”), and such Expense Claims shall not constitute a claim against such CP Lender (as defined in Section 101 of Title 11 of the United States Bankruptcy Code), unless or until such CP Lender has received amounts sufficient to pay such Expense Claims and such amounts are not required to pay the commercial paper of such CP Lender. (c) Each of the parties hereto hereby agrees and acknowledges that each other party’s obligations hereunder will be solely the corporate obligations of such party, and that none of the such parties will have any recourse to any of the members, managers, shareholders, partners, directors, officers, employees, shareholders or Affiliates of such parties with respect to any claims, losses, damages, liabilities, indemnities or other obligations in connection with any transaction contemplated hereby. (d) The provisions of this Section 12.10 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, 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 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. (b) Each Notwithstanding anything to the contrary contained in this Agreement, the obligations of parties hereto hereby acknowledges and agrees that any other transactions with a CP Lender hereunder shall be without recourse under this Agreement are solely the company obligations of any kind to such CP Lender. A CP Lender shall have no obligation to pay any amounts owing hereunder in excess of any amount available to such CP Lender after paying or making provision for the payment of any commercial paper notes of and shall be payable by such CP LenderLender and shall constitute a claim (as defined in Section 101 of Title 11 of the United States Bankruptcy Code) against such CP Lender solely to the extent of funds received by such CP Lender in respect of this Agreement. In addition, each party hereto agrees that a CP Lender shall have no obligation to pay any other party, party hereto any amounts constituting fees, a reimbursement for expenses or indemnities (collectively, “Expense Claims”), and such Expense Claims shall not constitute a claim against such CP Lender (as defined in Section 101 of Title 11 of the United States Bankruptcy Code), unless or until such CP Lender has received amounts sufficient to pay such Expense Claims pursuant to this Agreement and such amounts are not required to pay the commercial paper and any other debt securities of such CP Lender. (c) The provisions of this Section 12.10 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative AgentBorrower, the Servicer, the Deal Agent or any other 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 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. (b) Each of parties hereto hereby acknowledges and agrees that Notwithstanding anything in this Agreement or any other transactions with a CP Lender hereunder shall be without recourse of any kind Transaction Document to such CP Lender. A CP the contrary, no Conduit Lender shall have no any obligation to pay any amounts owing amount required to be paid by it hereunder or thereunder in excess of any amount available to such CP Conduit Lender after paying or making provision for the payment of any commercial paper notes its Commercial Paper Notes. All payment obligations of such CP Lender. In additioneach Conduit Lender hereunder are contingent upon the availability of funds in excess of the amounts necessary to pay Commercial Paper Notes; and each of the Borrower, each party hereto the Servicer, the Backup Servicer, the Collateral Custodian, the Deal Agent and the other Secured Parties agrees that a CP Lender shall have no obligation to pay any other party, any amounts constituting fees, a reimbursement for expenses or indemnities (collectively, “Expense Claims”), and such Expense Claims they shall not constitute have a claim against such CP Lender (as defined in under Section 101 of Title 11 101(5) of the United States Bankruptcy Code), unless or until Code if and to the extent that any such CP payment obligation exceeds the amount available to any Conduit Lender has received amounts sufficient to pay such Expense Claims and such amounts are not required to pay after paying or making provision for the commercial paper payment of such CP Lenderits Commercial Paper Notes. (c) The provisions of this Section 12.10 12.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, including the payment of any fees or any other obligations) of the Administrative Agent, 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 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. (b) Each of parties hereto hereby acknowledges and agrees that any other transactions with a CP Conduit Lender hereunder shall be without recourse of any kind to such CP Conduit Lender. A CP Conduit Lender shall have no obligation to pay any amounts owing hereunder in excess of any amount available to such CP Conduit Lender after paying or making provision for the payment of any commercial paper notes of such CP Conduit Lender. In addition, each party hereto agrees that a CP Conduit Lender shall have no obligation to pay any other party, any amounts constituting fees, a reimbursement for expenses or indemnities (collectively, “Expense Claims”), and such Expense Claims shall not constitute a claim against such CP Conduit Lender (as defined in Section 101 of Title 11 of the United States Bankruptcy Code), unless or until such CP Conduit Lender has received amounts sufficient to pay such Expense Claims and such amounts are not required to pay the commercial paper of such CP Conduit Lender. (c) The provisions of this Section 12.10 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, 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 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. (b) Each Notwithstanding anything to the contrary contained in this Agreement, the obligations of parties hereto hereby acknowledges and agrees that any other transactions with a CP Lender hereunder shall be without recourse under this Agreement are solely the company obligations of any kind to such CP Lender. A CP Lender shall have no obligation to pay any amounts owing hereunder in excess of any amount available to such CP Lender after paying or making provision for the payment of any commercial paper notes of and shall be payable by such CP LenderLender and shall constitute a claim (as defined in Section 101 of Title 11 of the United States Bankruptcy Code) against such CP Lender solely to the extent of funds received by such CP Lender in respect of this Agreement. In addition, each party hereto agrees that a CP Lender shall have no obligation to pay any other party, party hereto any amounts constituting fees, a reimbursement for expenses or indemnities (collectively, “Expense Claims”), and such Expense Claims shall not constitute a claim against such CP Lender (as defined in Section 101 of Title 11 of the United States Bankruptcy Code), unless or until such CP Lender has received amounts sufficient to pay such Expense Claims pursuant to this Agreement and such amounts are not required to pay the commercial paper and any other debt securities of such CP Lender. (c) The provisions of this Section 12.10 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) a. No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, including the payment of any fees or any other obligations) of the Administrative Agent, Facility 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 Person or 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. b. Amounts payable by the Borrower hereunder shall be paid solely from the Collateral and no recourse under or with respect to any obligation, covenant or agreement (including the payment of any fees or any other obligations) of the 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 Person or 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. (b) c. Each of parties hereto hereby acknowledges and agrees that any other transactions with a CP Conduit Lender hereunder shall be without recourse of any kind to such CP Conduit Lender. A CP Conduit Lender shall have no obligation to pay any amounts owing hereunder in excess of any amount available to such CP Conduit Lender after paying or making provision for the payment of any commercial paper notes of such CP Conduit Lender. In addition, each party hereto agrees that a CP Conduit Lender shall have no obligation to pay any other party, any amounts constituting fees, a reimbursement for expenses or indemnities (collectively, “Expense Claims”), and such Expense Claims shall not constitute a claim against such CP Conduit Lender (as defined in Section 101 of Title 11 of the United States Bankruptcy Code), unless or until such CP Conduit Lender has received amounts sufficient to pay such Expense Claims and such amounts are not required to pay the commercial paper of such CP Conduit Lender. (c) d. The provisions of this Section 12.10 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) Notwithstanding any other provision of this Agreement or any other Transaction Document, the obligations of the Borrower under this Agreement are limited recourse obligations of the Borrower payable solely from the Pledged Assets in accordance with Section 2.05(c) and, following liquidation of the Pledged Assets and application of the proceeds thereof in accordance with Section 2.05(c), upon repayment, redemption, termination or in the exercise of any remedies hereunder, all obligations of and any claims against the Borrower hereunder or in connection herewith after such realization shall be extinguished and shall not thereafter revive. No recourse shall be had against any trustee, officer, director, employee, shareholder, Affiliate, member, manager, agent, partner, principal or incorporator of the Borrower or their respective successors or assigns for any amounts payable by the Borrower under this Agreement. It is understood that this Section 9.09(a) shall not (i) prevent recourse to the Pledged Assets for the sums due or to become due under any security, instrument or agreement which is part of the Pledged Assets or (ii) constitute a waiver, release or discharge of any indebtedness or obligation evidenced by this Agreement until such Pledged Assets have been realized. It is further understood that this Section 9.09(a) shall not limit the right of any Person to name the Borrower as a party defendant in any proceeding or in the exercise of any other remedy under this Agreement, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Borrower. The provisions of this Section 9.09(a) shall survive the termination of this Agreement. (b) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of any Lender or the Administrative Agent, any Secured Party Agent as contained in this Agreement or any other agreement, instrument or document entered into by it any Lender or the Administrative Agent pursuant hereto or in connection herewith shall be had against any Person or any manager or administrator of such Person any Lender or the Administrative Agent or any incorporator, affiliate, stockholder, officer, employee or director of such Person Lender or of the Borrower Administrative Agent or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise. (b) Each ; it being expressly agreed and understood that the agreements of parties hereto hereby acknowledges and agrees that any other transactions with a CP Lender hereunder shall be without recourse of any kind to such CP Lender. A CP Lender shall have no obligation to pay any amounts owing hereunder in excess of any amount available to such CP Lender after paying or making provision for the payment of any commercial paper notes of such CP Lender. In addition, each party hereto agrees that a CP contained in this Agreement and all of the other agreements, instruments and documents entered into by any Lender or the Administrative Agent pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 9.09 shall have no obligation be construed to pay diminish in any other way such corporate obligations of such party, any amounts constituting fees, a reimbursement for expenses or indemnities (collectively, “Expense Claims”), and such Expense Claims that no personal liability whatsoever shall not constitute a claim against such CP Lender (as defined in Section 101 of Title 11 attach to or be incurred by any administrator of the United States Bankruptcy Code)Lender or the Administrative Agent or any incorporator, unless stockholder, affiliate, officer, employee or until such CP Lender has received amounts sufficient to pay such Expense Claims and such amounts are not required to pay the commercial paper director of such CP Lender. (c) Lender or the Administrative Agent or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of such Lender or the Administrative Agent contained in this Agreement or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of every such administrator of any Lender or the Administrative Agent and each incorporator, stockholder, affiliate, officer, employee or director of such Lender or the Administrative Agent or of any such administrator, or any of them, for breaches by such Lender or the Administrative Agent of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a LEGAL02/42958175v30 a condition of and in consideration for the execution of this Agreement. The provisions of this Section 12.10 9.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative AgentBorrower, the Servicer, the 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 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. (b) Each of parties hereto hereby acknowledges and agrees that Notwithstanding anything in this Agreement or any other transactions with a CP Lender hereunder shall be without recourse of any kind Transaction Document to such CP Lender. A CP Lender the contrary, Fairway shall have no obligation to pay any amounts owing amount required to be paid by it hereunder or thereunder in excess of any amount available to such CP Lender Fairway after paying or making provision for the payment of any commercial paper notes its Commercial Paper Notes. All payment obligations of such CP Lender. In additionFairway hereunder are contingent upon the availability of funds in excess of the amounts necessary to pay Commercial Paper Notes; and each of the Borrower, each party hereto the Servicer, the Backup Servicer, the Fairway Collateral Custodian, the Agent and the Secured Parties agrees that a CP Lender shall have no obligation to pay any other party, any amounts constituting fees, a reimbursement for expenses or indemnities (collectively, “Expense Claims”), and such Expense Claims they shall not constitute have a claim against such CP Lender (as defined in under Section 101 of Title 11 101(5) of the United States Bankruptcy Code), unless or until Code if and to the extent that any such CP Lender has received amounts sufficient payment obligation exceeds the amount available to Fairway to pay such Expense Claims and such amounts are not required to pay after paying or making provision for the commercial paper payment of such CP Lenderits Commercial Paper Notes. (c) The provisions of this Section 12.10 12.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative AgentBorrower, the Servicer, the Deal 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 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. (b) Each of parties hereto hereby acknowledges and agrees that Notwithstanding anything in this Agreement or any other transactions with a CP Lender hereunder shall be without recourse of any kind Transaction Document to such CP Lender. A CP Lender the contrary, VFCC shall have no obligation to pay any amounts owing amount required to be paid by it hereunder or thereunder in excess of any amount available to such CP Lender VFCC after paying or making provision for the payment of any commercial paper notes its Commercial Paper Notes. All payment obligations of such CP Lender. In additionVFCC hereunder are contingent upon the availability of funds in excess of the amounts necessary to pay Commercial Paper Notes; and each of the Borrower, each party hereto the Servicer, the Backup Servicer, the VFCC Collateral Custodian, the Deal Agent and the Secured Parties agrees that a CP Lender shall have no obligation to pay any other party, any amounts constituting fees, a reimbursement for expenses or indemnities (collectively, “Expense Claims”), and such Expense Claims they shall not constitute have a claim against such CP Lender (as defined in under Section 101 of Title 11 101(5) of the United States Bankruptcy Code), unless or until Code if and to the extent that any such CP Lender has received amounts sufficient payment obligation exceeds the amount available to VFCC to pay such Expense Claims and such amounts are not required to pay after paying or making provision for the commercial paper payment of such CP Lenderits Commercial Paper Notes. (c) The provisions of this Section 12.10 12.11 shall survive the termination of this Agreement.