Common use of Limited Recourse; Subordination Clause in Contracts

Limited Recourse; Subordination. The obligations of RCFC under this Agreement are solely the corporate obligations of RCFC and shall be limited to recourse against the RCFC Master Collateral. In addition, the obligations of RCFC to the Master Collateral Agent on behalf of a Beneficiary shall be limited to recourse against the Group of Segregated Collateral, including the RCFC Master Collateral designated to such Group, securing RCFC’s obligations to such Beneficiary, and such obligations of RCFC shall be paid only in accordance with the terms of this Agreement and the Indenture. If all the amounts ultimately realized on the Collateral and RCFC Master Collateral in the Group of Segregated Collateral securing RCFC’s obligations to a Beneficiary are insufficient to satisfy RCFC’s obligations under this Agreement and the Indenture, RCFC shall have no further liability under this Agreement or the Indenture and any outstanding obligations of RCFC shall be extinguished as against such Beneficiary. No recourse shall be had against any officer, member, director, employee, security holder or incorporator of RCFC or its Affiliates or their respective successors or assigns for the payment of any amounts payable under this Agreement or the Indenture. To the extent that the Master Collateral Agent on behalf of a Beneficiary is deemed to have any interest in the Collateral or Master Collateral of a Group of Segregated Collateral not designated as securing the obligations of RCFC to such Beneficiary, the Master Collateral Agent on behalf of such Beneficiary agrees that its interests in such other Group of Segregated Collateral are subordinated in all respects to the claims or rights of the Beneficiary or Beneficiaries designated as being secured by such Group of Segregated Collateral. This Agreement shall constitute a Subordination Agreement for purposes of Section 510(a) of the Bankruptcy Code. This Section 5.13 shall survive termination of this Agreement for any reason whatsoever.

Limited Recourse; Subordination. The obligations of RCFC under this Agreement Base Indenture are solely the corporate obligations of RCFC and shall be limited to recourse against the RCFC Master CollateralRCFC. In additionFurther, the obligations of RCFC under this Base Indenture with respect to the Master Collateral Agent on behalf a Series of a Beneficiary Notes issued hereunder shall be limited to recourse against the Group of Segregated Collateral, including the RCFC Master Collateral designated to securing such Group, securing RCFC’s obligations to such Beneficiary, Series of Notes and such obligations of RCFC shall be paid only in accordance with the terms of this Agreement and the IndentureIndenture applicable to such Series of Notes. If all the amounts ultimately realized on the Collateral and RCFC Master Collateral in the Group of Segregated Collateral securing RCFC’s obligations to a Beneficiary one or more Series of Notes are insufficient to satisfy RCFC’s obligations under this Agreement and the IndentureIndenture applicable to such Series of Notes, RCFC shall have no further liability under this Agreement or the Base Indenture and any outstanding obligations of RCFC shall be extinguished as against the secured parties with respect to any such BeneficiarySeries of Notes. No recourse shall be had against any officer, member, director, employee, security holder or incorporator of RCFC or its Affiliates or their respective successors or assigns for the payment of any amounts payable under this Agreement or the Base Indenture. To the extent that the Master Collateral Agent Trustee on behalf of the secured parties with respect to a Beneficiary Series of Notes is deemed to have any interest in the Collateral or Master Collateral of a Group of Segregated Collateral not designated in the related Series Supplement as securing the obligations such Series of RCFC to such BeneficiaryNotes, the Master Collateral Agent Trustee on behalf of such Beneficiary secured parties with respect to such Series of Notes agrees that its interests in such other Group of Segregated Collateral are subordinated in all respects to the claims or rights of the Beneficiary or Beneficiaries secured parties with respect to all Series of Notes designated in their related Series Supplements as being secured by such Group of Segregated Collateral. This Agreement Base Indenture shall constitute a Subordination Agreement for purposes of Section 510(a) of the Bankruptcy Code. This Section 5.13 12.16 shall survive termination of this Agreement Base Indenture for any reason whatsoever. Fees, expenses or costs payable by RCFC under this Base Indenture shall be payable by RCFC to the extent and only to the extent that RCFC is reimbursed therefor pursuant to the Lease or the Related Documents, or funds are then available or thereafter become available for such purpose pursuant to Article 4. Each secured party under this Base Indenture agrees to this Section 12.16 and waives (to the extent permitted by law) any other such rights of recourse.

Limited Recourse; Subordination. The obligations of RCFC under this Agreement are solely the corporate obligations of RCFC and shall be limited to recourse against the RCFC Master Collateral. In addition, the obligations of RCFC to the Master Collateral Agent on behalf of a Beneficiary shall be limited to recourse against the Group of Segregated Collateral, including the RCFC Master Collateral designated to such Group, securing RCFC’s obligations to such Beneficiary, and such obligations of RCFC shall be paid only in accordance with the terms of this Agreement and the Indenture. If all the amounts ultimately realized on the Collateral and RCFC Master Collateral in the Group of Segregated Collateral securing RCFC’s obligations to a Beneficiary are insufficient to satisfy RCFC’s obligations under this Agreement and the Indenture, RCFC shall have no further liability under this Agreement or the Indenture and any outstanding obligations of RCFC shall be extinguished as against such Beneficiary. No recourse shall be had against any officer, member, director, employee, security holder or incorporator of RCFC or its Affiliates or their respective successors or assigns for the payment of any amounts payable under this Agreement or the Indenture. To the extent that the Master Collateral Agent on behalf of a Beneficiary is deemed to have any interest in the Collateral or Master Collateral of a Group of Segregated Collateral not designated as securing the obligations of RCFC to such Beneficiary, the Master Collateral Agent on behalf of such Beneficiary agrees that its interests in such other Group of Segregated Collateral are subordinated in all respects to the claims or rights of the Beneficiary or WEIL:\95391242\3\52399.0016 Beneficiaries designated as being secured by such Group of Segregated Collateral. This Agreement shall constitute a Subordination Agreement for purposes of Section 510(a) of the Bankruptcy Code. This Section 5.13 shall survive termination of this Agreement for any reason whatsoever.