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, 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, 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 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.

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 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) 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, 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 Notwithstanding any obligation, covenant or agreement (including, without limitationother provision of this Agreement, the payment obligations of the Borrower under this Agreement are limited recourse obligations of the Borrower (and not any fees of its Affiliates or any other obligationsparty) payable solely from the Collateral in accordance with the Priority of Payments and, following realization of the Administrative AgentCollateral, and application of the proceeds thereof in accordance with the Priority of Payments and, subject to Section 2.13, all obligations of and any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto 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 Person or any manager or administrator of such Person or any incorporator, affiliate, stockholder, officer, employee director, employee, shareholder, member, manager, agent, partner, principal or director of such Person or incorporator of the Borrower or their respective successors or assigns for any amounts payable under this Agreement. It is understood that the foregoing provisions of this Section 2.19 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral or (ii) constitute a waiver, release or discharge of any Indebtedness or obligation evidenced by this Agreement until such manager or administrator, as such, by Collateral has been realized. It is further understood that the enforcement foregoing provisions of this Section 2.19 shall not limit the right of any assessment Person to name the Borrower as a party defendant in any proceeding or by any legal or equitable proceeding, by virtue in the exercise of any statute other remedy under this Agreement, so long as no judgment in the nature of a deficiency judgment or otherwise. seeking personal liability shall be asked for or (bif obtained) Each enforced against the Borrower. DOCPROPERTY "DocID" \* MERGEFORMAT USActive 60781347.5 Notwithstanding anything to the contrary in this Agreement or in any of the Facility Documents, the parties hereto hereby acknowledges acknowledge that the obligations of any Conduit Lender arising hereunder are limited recourse obligations payable solely from the unsecured assets of such Conduit Lender subject to the immediately succeeding paragraphs (the “Available Funds”) and, following the application of such Available Funds or the proceeds thereof, any claims of the parties hereto (and agrees that any other transactions with a CP Lender hereunder the obligations of such Conduit Lender) shall be without extinguished. No 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 be had for the payment of any amount owing under this Agreement against any officer, member, director, employee, security holder or incorporator of any Conduit Lender or its successors or assigns, and no action may be brought against any officer, member, director, employee, security holder or incorporator of any Conduit ▇▇▇▇▇▇ personally. The parties hereto agree that they will not petition a court, or take any action or commence any proceedings, for the liquidation or the winding-up of, or the appointment of an examiner to, any Conduit ▇▇▇▇▇▇, as provided in Section 12.16, or any other bankruptcy or insolvency proceedings with respect to such Conduit Lender; provided that nothing in this sentence shall limit the right of any party hereto to file any claim or otherwise take any action with respect to any proceeding of the type described in this sentence that was instituted against any Conduit Lender by any Person other than such party. The provisions of this paragraph shall survive the termination of this Agreement. Notwithstanding any provisions contained in this Agreement to the contrary, no Conduit Lender shall, nor shall any Conduit Lender be obligated to, pay any amount pursuant to this Agreement unless (i) such Conduit Lender has received funds which may be used to make such payment and which funds are not required to repay its commercial paper notes when due and (ii) after giving effect to such payment, either (x) such Conduit Lender could issue commercial paper notes to refinance all of its outstanding commercial paper notes (assuming such outstanding commercial paper notes matured at such time) in accordance with the program documents governing its securitization program or (y) all of such CP Conduit Lender’s commercial paper notes are paid in full. In addition, each party hereto agrees that a CP Any amount which any Conduit Lender shall have no obligation does not pay pursuant to pay any other party, any amounts constituting fees, a reimbursement for expenses or indemnities (collectively, “Expense Claims”), and such Expense Claims the operation of the preceding sentence shall not constitute a claim against such CP Lender (as defined in Section 101 of Title 11 of the United States Bankruptcy Code), ) against or obligation of such Conduit Lender for any such insufficiency unless or and until such CP Conduit Lender has received amounts sufficient to pay such Expense Claims satisfies the provisions of clauses (i) and such amounts are not required to pay the commercial paper of such CP Lender. (cii) above. 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, 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) 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 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, 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.