Common use of Limited Recourse Clause in Contracts

Limited Recourse. Notwithstanding any other provision of this Agreement, the Notes or the Indenture, the obligations of the Issuer hereunder and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 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, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, 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 Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a party.

Limited Recourse. Notwithstanding any other provision of this Agreement, the Notes or the Indenture, the obligations of the Issuer hereunder and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Basic Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 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, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Basic Documents, 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 Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Basic Documents to which the Issuer is a party.

Limited Recourse. Notwithstanding any other provision of this Agreement, the Notes or the Indenture, the obligations of the Issuer hereunder and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Basic Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 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, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Basic Documents, 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 Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Basic Documents to which the Issuer is a party.

Limited Recourse. Notwithstanding any other provision (a) The obligations of the Issuer under this Agreement, the Notes or the Indenture, Agreement are solely the obligations of the Issuer hereunder and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had for any obligation or claim arising out of or based upon this Agreement against any principalincorporator or similar person, directorshareholder, officer, employeemanager, beneficiarymember or director, shareholderpast, partnerpresent or future, member, trustee, agent or affiliate of the Issuer or of any person owningsuccessor or of its constituent members or its other Affiliates, either directly or indirectlythrough the Issuer or any successor, whether by virtue of any legal constitution, statute or beneficial interest rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by acceptance hereof and as part of the consideration for the acceptance hereof, expressly waived and released. Any accrued obligations owing by the Issuer under this Agreement shall be payable by the Issuer solely to the extent that funds are available therefor from time to time in accordance with the Issuerprovisions of Section 2.12 (provided that such accrued obligations shall not be extinguished until paid in full), and any amounts which the Issuer does not so pay hereunder shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against, or limited liability company obligation of, the Issuer for any successors or assigns of any such amounts not paid, in each case, until the Issuer has received funds to make such payments as contemplated by the Related Documents). (b) The obligations of the foregoing (Servicer under this Agreement are solely the “Exculpated Parties”) obligations of the Servicer. No recourse shall be had for the payment of any amounts payable amount owing hereunder or thereunder. No party hereto (any other than the Issuer) shall enforce the liability and obligation or claim arising out of or based upon this Agreement against any shareholder, employee, officer, manager, member or director, agent or organizer, past, present or future, of the Issuer to perform Servicer or of any successor thereto, either directly or through the Servicer or any successor thereto, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by acceptance hereof and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is as part of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, 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 Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim consideration for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes acceptance hereof, expressly waived and the Transaction Documents to which the Issuer is a partyreleased.

Limited Recourse. Notwithstanding any other provision of this Agreement, the Notes or the Indenture, the obligations of the Issuer Issuing Entity hereunder and thereunder are limited-recourse obligations of the IssuerIssuing Entity. Such obligations are non-recourse to the IssuerIssuing Entity, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture (other than the IssuerIssuing Entity) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer Issuing Entity or any person owning, directly or indirectly, any legal or beneficial interest in the IssuerIssuing Entity, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the IssuerIssuing Entity) shall enforce the liability and obligation of the Issuer Issuing Entity to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Basic Documents to which the Issuer Issuing Entity is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the IssuerIssuing Entity, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 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, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer Issuing Entity under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer Issuing Entity as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Basic Documents, 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 IssuerIssuing Entity, (iv) impair the right of any party hereto (other than the IssuerIssuing Entity) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the IssuerIssuing Entity) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Basic Documents to which the Issuer Issuing Entity is a party.

Limited Recourse. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer under this Agreement or any certificate or other writing delivered in connection herewith or therewith, against (a) any owner of a beneficial interest in the Issuer or (b) any holder of a beneficial interest in the Issuer in its individual capacity, except as any such Person may have expressly agreed. Notwithstanding any other provision terms of this Agreement, the Notes Notes, any other Transaction Documents or the Indentureotherwise, the obligations of the Issuer hereunder under the Notes, the Indenture, this Agreement and thereunder each other Transaction Document to which it is a party are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests thereinTrust Estate, and following realization of the CollateralTrust Estate and application of the proceeds thereof in accordance with the terms of the Indenture, any claims none of any party hereto under this Agreementthe Noteholders, the Notes Indenture Trustee or any of the Indenture (other than parties to the Issuer) Transaction Documents shall be entitled to take any further steps to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which shall be extinguished and shall not thereafter be reinstatedrevive. No recourse shall be had for the payment of any amount owing in respect of the Notes, the Indenture or this Agreement or for any action or inaction of the Issuer against any principalofficer, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent stockholder or affiliate incorporator of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any of their successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder under the Notes or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 11 shall not (i) prevent recourse to the Collateral Trust Estate for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, Trust Estate or (ii) save as specifically provided therein, constitute a waiver, release or discharge of any indebtedness or obligation of evidenced by the Issuer under the Notes, Notes or secured by the Indenture. It is further understood that the foregoing provisions of this Section 11 shall not, until the Collateral has been realizedsubject to Section 12(l) hereof, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person Person, to name the Issuer as a party defendant in any action or suit proceeding or in the exercise of any other remedy under the Notes or this Agreement and the other Transaction DocumentsAgreement, 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 Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver such Person or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyentity.

Limited Recourse. (a) Notwithstanding anything to the contrary contained herein, no recourse under or with respect to any obligation, covenant or agreement of the Depositor as contained in this Agreement or any of the other Transaction Documents or any other provision of this Agreementagreement, instrument or document to which the Notes or the Indenture, the obligations of the Issuer hereunder and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any Depositor is a party hereto under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principalincorporator, directorstockholder, affiliate, officer, employee, beneficiary, shareholder, partner, member, trustee, agent employee or affiliate director of the Issuer Depositor by the enforcement of any assessment or any person owning, directly or indirectly, by any legal or beneficial interest equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Depositor contained in this Agreement and all other agreements, instruments and documents entered into pursuant hereto or in connection herewith are, in each case, solely corporate obligations of the Depositor. Notwithstanding any provisions contained in this Agreement to the contrary, the Depositor shall not, and shall not be obligated to, pay any fees, costs, indemnified amounts or expenses due pursuant to this Agreement until payment in full of all amounts that the Depositor is obligated to pay for deposit into the Collection Account and the Principal Distribution Account pursuant to this Agreement; and all amounts that the Depositor is obligated, in its capacity as depositor with respect to any Permitted Securitization, to pay for deposit into any collection account and any principal distribution account with respect to such Permitted Securitization pursuant to the sale and servicing agreement for such Permitted Securitization; provided, however, that the Noteholders shall be entitled to the benefits of the subordination of the Collections allocable to the Trust Certificate to the extent provided in the Issuer, or any successors or assigns of any Indenture. Any amount which the Depositor does not pay pursuant to the operation of the foregoing preceding sentence shall not constitute a claim (as defined in §101 of the “Exculpated Parties”United States Bankruptcy Reform Act of 1978 (11 U.S.C. §101, et seq.), as amended from time to time) against or obligation of the Depositor for any such insufficiency unless and until funds are available for the payment of such amounts as aforesaid. (b) Notwithstanding anything to the contrary contained herein, no recourse under or with respect to any amounts payable hereunder obligation, covenant or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation agreement of the Issuer to perform and observe the obligations as contained in this Agreement, the Notes and Agreement or any of the other Transaction Documents or any other agreement, instrument or document to which the Issuer is a party shall be had against any incorporator, stockholder, affiliate, officer, employee or director of the Issuer by the enforcement of any assessment or by any action legal or proceeding wherein a money judgment establishing equitable proceeding, by virtue of any personal liability shall be sought against the Issuer, subject to the following sentence, statute or the Exculpated Parties. It is otherwise; it being expressly agreed and understood that the foregoing agreements of the Issuer contained in this Agreement and all other agreements, instruments and documents entered into pursuant hereto or in connection herewith are, in each case, solely corporate obligations of the Issuer. Notwithstanding any provisions of contained in this Section 5.13 Agreement to the contrary, the Issuer shall not, and shall not (i) prevent recourse be obligated to, pay any fees, costs, indemnified amounts or expenses due pursuant to this Agreement other than in accordance with the order of priorities set forth in Section 8.06 of the Indenture. Any amount which the Issuer does not pay pursuant to the Collateral for the sums due or to become due under any security, instrument or agreement which is part operation of the Collateral, (ii) preceding sentence shall not constitute a waiverclaim (as defined in §101 of the United States Bankruptcy Reform Act of 1978 (11 U.S.C. §101, release or discharge of any indebtedness et seq.), as amended from time to time) against or obligation of the Issuer for any such insufficiency unless and until funds are available for the payment of such amounts as aforesaid. The Issuer hereby acknowledges and agrees that it shall have no rights or recourse to (or claim against) the assets of any issuer or other issuing entity with respect to any Permitted Securitization (it being understood that this acknowledgement and agreement shall not in any way limit the Issuer’s rights with respect to the Sold Assets). (c) Notwithstanding anything to the contrary contained herein, no recourse under or with respect to any obligation, covenant or agreement of the NotesNorth Carolina Trust as contained in this Agreement or any of the other Transaction Documents or any other agreement, instrument or secured document to which the North Carolina Trust is a party shall be had against any incorporator, stockholder, affiliate, officer, employee or director of the North Carolina Trust by the Indentureenforcement of any assessment or by any legal or equitable proceeding, until by virtue of any statute or otherwise; it being expressly agreed and understood that the Collateral has been realizedagreements of the North Carolina Trust contained in this Agreement and all other agreements, whereupon instruments and documents entered into pursuant hereto or in connection herewith are, in each case, solely corporate obligations of the North Carolina Trust. Notwithstanding any provisions contained in this Agreement to the contrary, the North Carolina Trust shall not, and shall not be obligated to, pay any fees, costs, indemnified amounts or expenses due pursuant to this Agreement. Any amount which the North Carolina Trust does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in §101 of the United States Bankruptcy Reform Act of 1978 (11 U.S.C. §101, et seq.), as amended from time to time) against or obligation of the North Carolina Trust for any such outstanding indebtedness insufficiency unless and until funds are available for the payment of such amounts as aforesaid. (d) The parties hereto agree that the provisions of this Section 10.15 shall survive the resignation or obligation shall be extinguished, (iii) limit the right removal of any Person such party to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, so long as no judgment in the nature termination of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partythis Agreement.

Limited Recourse. Notwithstanding (a) In the event that the direct or indirect assets of the Grantors are insufficient, after payment of all other claims, if any, ranking in priority to the claims of the Collateral Agent or any other provision Secured Party hereunder, to pay in full such claims of this Agreementthe Collateral Agent or such Secured Party (as the case may be), then the Notes Collateral Agent or the Indenture, Secured Party shall have no further claim against the obligations of the Issuer hereunder and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture Grantors (other than the IssuerBorrower) in respect of any such unpaid amounts; provided that the foregoing limitation on recourse shall be extinguished and shall not thereafter be reinstated. No in no way limit the right of any Secured Party to enforce the obligations of ILFC set forth in Article 7 of the Credit Agreement. (b) To the extent permitted by applicable law, no recourse under any obligation, covenant or agreement of any party contained in this Agreement shall be had against any principalequityholder (not including any Grantor as an equityholder of any Pledged Equity Party hereunder), director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent officer or affiliate director of the Issuer relevant party as such, by the enforcement of any assessment or by any person owningproceeding, directly by virtue of any statute or indirectlyotherwise; it being expressly agreed and understood that this Agreement is a corporate obligation of the relevant party and no personal liability shall attach to or be incurred by the equityholders (not including any Grantor as an equityholder of any other Grantor hereunder), any legal officers or beneficial interest in directors of the Issuerrelevant party as such, or any successors of them under or assigns by reason of any of the foregoing (the “Exculpated Parties”) for the payment obligations, covenants or agreements of any amounts payable hereunder or thereunder. No such relevant party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes or implied therefrom, and that any and all personal liability for breaches by such party of any of such obligations, covenants or agreements, either at law or at equity or by statute or constitution, of every such equityholder (not including any Grantor as an equityholder of any Pledged Equity Party hereunder), officer or director is hereby expressly waived by the other Transaction Documents to which parties as a condition of and consideration for the Issuer is a party execution of this Agreement. (c) The guarantees, obligations, liabilities and undertakings granted by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 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, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer Pledged Equity Party organized under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right laws of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy France under this Agreement and the other Transaction DocumentsLoan Documents shall, so long as no judgment for each relevant financial year, be, in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuerany and all cases, (iv) impair the right of any party hereto (other than the Issuer) strictly limited to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount 90% of the indebtedness annual net margin generated by such Pledged Equity Party or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing Pledged Equity Parties in connection with back-to-back leasing activities between it and any other Pledged Equity Party with respect to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partylease of Pool Aircraft.

Limited Recourse. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer under this Agreement or any certificate or other writing delivered in connection herewith or therewith, against (a) any owner of a beneficial interest in the Issuer or (b) any holder of a beneficial interest in the Issuer in its individual capacity, except as any such Person may have expressly agreed. Notwithstanding any other provision terms of this Agreement, the Notes Notes, any other Transaction Documents or the Indentureotherwise, the obligations of the Issuer hereunder under the Notes, the Indenture, this Agreement and thereunder each other Transaction Document to which it is a party are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests thereinTrust Estate, and following realization of the CollateralTrust Estate and application of the proceeds thereof in accordance with the terms of the Indenture, any claims none of any party hereto under this Agreementthe Noteholders, the Notes Indenture Trustee or any of the Indenture (other than parties to the Issuer) Transaction Documents shall be entitled to take any further steps to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which shall be extinguished and shall not thereafter be reinstatedrevive. No recourse shall be had for the payment of any amount owing in respect of the Notes, the Indenture or this Agreement or for any action or inaction of the Issuer against any principalOfficer, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent stockholder or affiliate incorporator of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any of their successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder under the Notes or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 11 shall not (i) prevent recourse to the Collateral Trust Estate for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, Trust Estate or (ii) save as specifically provided therein, constitute a waiver, release or discharge of any indebtedness or obligation of evidenced by the Issuer under the Notes, Notes or secured by the Indenture, until . It is further understood that the Collateral has been realized, whereupon any such outstanding indebtedness or obligation foregoing provisions of this Section 11 shall be extinguished, (iii) not limit the right of any Person Person, to name the Issuer as a party defendant in any action or suit proceeding or in the exercise of any other remedy under the Notes or this Agreement and the other Transaction DocumentsAgreement, 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 Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver such Person or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyentity.

Limited Recourse. Notwithstanding any other provision terms of this AgreementIndenture, the Notes Notes, any other Transaction Documents or the Indentureotherwise, the obligations of the Issuer hereunder under the Notes, this Indenture and thereunder each other Transaction Document to which it is a party are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests thereinTrust Estate, and following realization of the CollateralTrust Estate and application of the proceeds thereof in accordance with the terms of this Indenture, any claims none of any party hereto under this Agreementthe Noteholders, the Notes Indenture Trustee or any of the Indenture (other than parties to the Issuer) Transaction Documents shall be entitled to take any further steps to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which shall be extinguished and shall not thereafter revive. Subject to the foregoing and to the terms of the applicable Indenture Supplement, each Noteholder will, however, have the absolute and unconditional right to receive payment of all amounts due with respect to the Notes pursuant and respect to the terms of the Indenture, which right shall not be reinstatedimpaired without the consent of each Noteholder and to initiate suit for the enforcement of any such payment, which right shall not be impaired without the consent of such Noteholder. No recourse shall be had for the payment of any amount owing in respect of the Notes or this Indenture or for any action or inaction of the Issuer against any principalofficer, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent stockholder or affiliate incorporator of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any of their successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, under the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Partiesthis Indenture. It is understood that the foregoing provisions of this Section 5.13 8.10 shall not (i) prevent recourse to the Collateral Trust Estate for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, Trust Estate or (ii) save as specifically provided therein, constitute a waiver, release or discharge of any indebtedness or obligation of evidenced by the Issuer under the Notes, Notes or secured by this Indenture. It is further understood that the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation foregoing provisions of this Section 8.10 shall be extinguished, (iii) not limit the right of any Person Person, to name the Issuer as a party defendant in any action or suit proceeding or in the exercise of any other remedy under the Notes or this Agreement and the other Transaction DocumentsIndenture, 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 Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver such Person or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyentity.

Limited Recourse. Notwithstanding any other provision (a) The obligations of the Issuer under this Agreement, the Notes or the Indenture, Agreement are solely the obligations of the Issuer hereunder and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had for any obligation or claim arising out of or based upon this Agreement against any principalincorporator or similar person, directorshareholder, officer, employeemanager, beneficiarymember or director, shareholderpast, partnerpresent or future, member, trustee, agent or affiliate of the Issuer or of any person owningsuccessor or of its constituent members or its other Affiliates, either directly or indirectlythrough the Issuer or any successor, whether by virtue of any legal constitution, statute or beneficial interest rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by acceptance hereof and as part of the consideration for the acceptance hereof, expressly waived and released. Any accrued obligations owing by the Issuer under this Agreement shall be payable by the Issuer solely to the extent that funds are available therefor from time to time in accordance with the Issuerprovisions of Section 2.12 (provided that such accrued obligations shall not be extinguished until paid in full), and any amounts which the Issuer does not so pay hereunder shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against, or limited liability company obligation of, the Issuer for any successors or assigns of any such amounts not paid, in each case, until the Issuer has received funds to make such payments as contemplated by the Related Documents. (b) The obligations of the foregoing (Servicer under this Agreement are solely the “Exculpated Parties”) obligations of the Servicer. No recourse shall be had for the payment of any amounts payable amount owing hereunder or thereunder. No party hereto (any other than the Issuer) shall enforce the liability and obligation or claim arising out of the Issuer to perform and observe the obligations contained in or based upon this Agreement, against any shareholder, employee, officer, manager, member or director, agent or organizer, past, present or future, of the Notes Servicer or of any successor thereto, either directly or through the Servicer or any successor thereto, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by acceptance hereof and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is as part of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, 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 Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim consideration for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes acceptance hereof, expressly waived and the Transaction Documents to which the Issuer is a partyreleased.

Limited Recourse. Notwithstanding any other provision of this anything to the contrary contained in the Lending Agreement, (x) the Notes or the Indenture, Obligations of each Borrower are solely the obligations of such Borrower and (y) with respect to any Loan, the Issuer hereunder Obligations shall be payable solely to the extent of funds received (i) by Custodian in respect of interest and thereunder are limited-recourse obligations other payments on and principal payments of the Issuer. Such obligations are non-recourse Collateral securing such Loan and (ii) as a result of the exercise of remedies with respect to the Issuer, its assets and its property other than Collateral securing such Loan pursuant to Section 14.1 or 14.2; provided that the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization provisions of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture preceding clause (other than the Issuery) shall be extinguished inapplicable to (1) all Obligations with respect to a Loan to the extent that the Borrower of such Loan is, at any time, not an Eligible Borrower (determined on the basis of the criteria applicable to “eligible borrowers” in effect at the time such Loan was borrowed), (2) all Obligations of a Borrower that arise as a result of the inaccuracy of any of the representations and warranties made by such Borrower in Section 10.1(c) or 10.1(e), (3) all Obligations with respect to a Loan that arise pursuant to Lender’s reimbursement and repayment rights set forth in Sections 18.14 and 18.15 and (4) all Obligations with respect to a Loan if a Collateral Surrender and Acceptance Notice with respect thereto shall not thereafter be reinstatedhave been delivered to Custodian in accordance with Section 13.2 on or prior to the Maturity Date of such Loan. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder amount owing in respect of any obligation of, or thereunder. No party hereto claim against, any Borrower arising out of or based upon the Lending Agreement against Custodian, Administrator, any TALF Agent or any holder of any equity interests in or any Related Party thereof; provided that (other than i) recourse may be had against a TALF Agent in respect of any failure by such TALF Agent to perform any covenant or agreement undertaken by it in the Issuer) shall enforce the liability Lending Agreement and obligation any failure of any of the Issuer representations and warranties made by such TALF Agent in the Lending Agreement to perform be true and observe correct in all material respects when made (but in the obligations contained case of the representations and warranties in this AgreementSections 10.1(d)(with respect to information obtained by such TALF Agent from third parties), the Notes 10.2(b), 10.2(c), 10.2(f) (with respect to information obtained by such TALF Agent from third parties), 10.2(g) and the other Transaction Documents 10.2(h), only if such TALF Agent shall have failed to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject exercise reasonable care to the following sentence, or the Exculpated Parties. It is understood that confirm their accuracy) and (ii) the foregoing shall not relieve any such person or entity from any liability they might otherwise have as a result of gross negligence, willful misconduct or fraudulent actions taken or omissions by them. The provisions of this Section 5.13 shall not (i) prevent recourse to survive the Collateral for the sums due termination or to become due under any security, instrument or agreement which is part expiration of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and and, with respect to each Borrower, the other Transaction Documents, so long as no judgment payment in the nature full of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partysuch Borrower’s Obligations.

Limited Recourse. Notwithstanding any other provision of this anything to the contrary contained in the Lending Agreement, (x) the Notes or the Indenture, Obligations of each Borrower are solely the obligations of such Borrower and (y) with respect to any Loan, the Issuer hereunder Obligations shall be payable solely to the extent of funds received (i) by Custodian in respect of interest and thereunder are limited-recourse obligations other payments on and principal payments of the Issuer. Such obligations are non-recourse Collateral securing such Loan and (ii) as a result of the exercise of remedies with respect to the Issuer, its assets and its property other than Collateral securing such Loan pursuant to Section 14.1 or 14.2; provided that the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization provisions of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture preceding clause (other than the Issuery) shall be extinguished inapplicable to (1) all Obligations with respect to a Loan to the extent that the Borrower of such Loan is, at any time, not an Eligible Borrower (determined on the basis of the criteria applicable to “eligible borrowers” in effect at the time such Loan was borrowed), (2) all Obligations of a Borrower that arise as a result of the inaccuracy of any of the representations and warranties made by such Borrower in Section 10.1(c) or 10.1(e), (3) all Obligations with respect to a Loan that arise pursuant to Lender’s reimbursement and repayment rights set forth in Sections 18.14 and 18.15 and (4) all Obligations with respect to a Loan if a Collateral Surrender and Acceptance Notice with respect thereto shall not thereafter be reinstatedhave been delivered to Custodian in accordance with Section 13.2 on or prior to the Maturity Date of such Loan. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder amount owing in respect of any obligation of, or thereunder. No party hereto claim against, any Borrower arising out of or based upon the Lending Agreement against Custodian, Administrator, any TALF Agent or any holder of any equity interests in or any Related Party thereof; provided that (other than i) recourse may be had against a TALF Agent in respect of any failure by such TALF Agent to perform any covenant or agreement undertaken by it in the Issuer) shall enforce the liability Lending Agreement and obligation any failure of any of the Issuer representations and warranties made by such TALF Agent in the Lending Agreement to perform be true and observe correct in all material respects when made (but in the obligations contained case of the representations and warranties in this AgreementSections 10.1(d)(with respect to information obtained by such TALF Agent from third parties), the Notes 10.2(b), 10.2(c), 10.2(f) (with respect to information obtained by such TALF Agent from third parties), 10.2(g) and the other Transaction Documents 10.2(h), only if such TALF Agent shall have failed to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject exercise reasonable care to the following sentence, or the Exculpated Parties. It is understood that confirm their accuracy) and (ii) the foregoing shall not relieve any such person or entity from any liability they might otherwise have as a result of gross negligence, willful misconduct or fraudulent actions taken or omissions by them. The provisions of this Section 5.13 shall not (i) prevent recourse to survive the Collateral for the sums due termination or to become due under any security, instrument or agreement which is part expiration of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and and, with respect to each Borrower, the other Transaction Documents, so long as no judgment payment in the nature full of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partysuch Borrower’s Obligations.

Limited Recourse. Notwithstanding any other provision (a) The obligations of the Issuer under this Agreement, the Notes or the Indenture, Agreement are solely the obligations of the Issuer hereunder and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had for any obligation or claim arising out of or based upon this Agreement against any principalincorporator or similar person, directorshareholder, officer, employeemanager, beneficiarymember or director, shareholderpast, partnerpresent or future, member, trustee, agent or affiliate of the Issuer or of any person owningsuccessor or of its constituent members or its other Affiliates, either directly or indirectlythrough the Issuer or any successor, whether by virtue of any legal constitution, statute or beneficial interest rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by acceptance hereof and as part of the consideration for the acceptance hereof, expressly waived and released. Any accrued obligations owing by the Issuer under this Agreement shall be payable by the Issuer solely to the extent that funds are available therefor from time to time in accordance with the Issuerprovisions of Section 2.12 (provided that such accrued obligations shall not be extinguished until paid in full), and any amounts which the Issuer does not so pay hereunder shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against, or limited liability company obligation of, the Issuer for any successors or assigns of any such amounts not paid, in each case, until the Issuer has received funds to make such payments as contemplated by the Related Documents). (b) The obligations of the foregoing (Servicer under this Agreement are solely the “Exculpated Parties”) obligations of the Servicer. No recourse shall be had for the payment of any amounts payable amount owing hereunder or thereunder. No party hereto (any other than the Issuer) shall enforce the liability and obligation or claim arising out of the Issuer to perform and observe the obligations contained in or based upon this Agreement, against any shareholder, employee, officer, manager, member or director, agent or organizer, past, present or future, of the Notes Servicer or of any successor thereto, either directly or through the Servicer or any successor thereto, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by acceptance hereof and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is as part of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, 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 Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim consideration for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes acceptance hereof, expressly waived and the Transaction Documents to which the Issuer is a partyreleased.

Limited Recourse. Notwithstanding any other provision of this anything to the contrary contained in the Lending Agreement, (x) the Notes or the Indenture, Obligations of each Borrower are solely the obligations of such Borrower and (y) with respect to any Loan, the Issuer hereunder Obligations shall be payable solely to the extent of funds received (i) by Custodian in respect of interest payments on and thereunder are limited-recourse obligations principal payments of the Issuer. Such obligations are non-recourse Collateral securing such Loan and (ii) as a result of the exercise of remedies with respect to the Issuer, its assets and its property other than Collateral securing such Loan pursuant to Section 14.1 or 14.2; provided that the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization provisions of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture preceding clause (other than the Issuery) shall be extinguished inapplicable to (1) all Obligations with respect to a Loan to the extent that the Borrower of such Loan is, at any time, not an Eligible Borrower (determined on the basis of the criteria applicable to “eligible borrowers” in effect at the time such Loan was borrowed), (2) all Obligations of a Borrower that arise as a result of the inaccuracy of any of the representations and warranties made by such Borrower in Section 10.1(c) or 10.1(e), (3) all Obligations with respect to a Loan that arise pursuant to Lender’s reimbursement and repayment rights set forth in Sections 18.14 and 18.15 and (4) all Obligations with respect to a Loan if a Collateral Surrender and Acceptance Notice with respect thereto shall not thereafter be reinstatedhave been delivered to Custodian in accordance with Section 13.2 on or prior to the Maturity Date of such Loan. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder amount owing in respect of any obligation of, or thereunder. No party hereto claim against, any Borrower arising out of or based upon the Lending Agreement against Custodian, Administrator, any Primary Dealer or any holder of any equity interests in or any Related Party thereof; provided that (other than i) recourse may be had against a Primary Dealer in respect of any failure by such Primary Dealer to perform any covenant or agreement undertaken by it in the Issuer) shall enforce the liability Lending Agreement and obligation any failure of any of the Issuer representations and warranties made by such Primary Dealer in the Lending Agreement to perform be true and observe correct in all material respects when made (but in the obligations contained case of the representations and warranties in this AgreementSections 10.1(d)(with respect to information obtained by such Primary Dealer from third parties), the Notes 10.2(b), 10.2(c), 10.2(f) (with respect to information obtained by such Primary Dealer from third parties), 10.2(g) and the other Transaction Documents 10.2(h), only if such Primary Dealer shall have failed to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject exercise reasonable care to the following sentence, or the Exculpated Parties. It is understood that confirm their accuracy) and (ii) the foregoing shall not relieve any such person or entity from any liability they might otherwise have as a result of gross negligence, willful misconduct or fraudulent actions taken or omissions by them. The provisions of this Section 5.13 shall not (i) prevent recourse to survive the Collateral for the sums due termination or to become due under any security, instrument or agreement which is part expiration of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and and, with respect to each Borrower, the other Transaction Documents, so long as no judgment payment in the nature full of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partysuch Borrower’s Obligations.

Limited Recourse. Notwithstanding any other provision of this Agreement, the Notes or the Indenture, the obligations of the Issuer hereunder and thereunder Borrower under this Agreement are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, Borrower (and not any of its assets and its property Affiliates or any other than the Collateral, and are party) payable solely from the CollateralCollateral in accordance with Section 8.3 and, subject to any prior security interests therein, and following realization of the Collateral, and application of the proceeds thereof in accordance with Section 8.3 all obligations of and any claims of any party hereto under this Agreement, against the Notes Borrower hereunder or the Indenture (other than the Issuer) in connection herewith after such realization shall be extinguished and shall not thereafter be reinstatedrevive. No recourse shall be had against any principalofficer, director, officer, employee, beneficiary, shareholder, member, manager, agent, partner, member, trustee, agent principal or affiliate incorporator of the Issuer Borrower or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any their respective successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in under this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 17.12 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, Collateral or (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured evidenced by the Indenture, this Agreement until the such Collateral has been realized, whereupon any such outstanding indebtedness or obligation . It is further understood that the foregoing provisions of this Section 17.12 shall be extinguished, (iii) not limit the right of any Person to name the Issuer Borrower as a party defendant in any action or suit proceeding or in the exercise of any other remedy under this Agreement and the other Transaction DocumentsAgreement, 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 IssuerBorrower. No recourse under any obligation, covenant or agreement of a Lender contained in this Agreement shall be had against any incorporator, stockholder, officer, director, member, manager, employee or agent of any Lender or any of their respective Affiliates (ivsolely by virtue of such capacity) impair 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 this Agreement is solely a corporate obligation of each Lender, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or agent of any Lender or any of their respective Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of a Lender contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by a Lender of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. Notwithstanding anything to the contrary in this Agreement or in any of the Transaction Documents, the parties hereto acknowledge that the obligations of any Conduit Lender arising hereunder are limited recourse obligations payable solely from the unsecured assets of such Conduit Lender (the “Available Funds”) and, following the application of such Available Funds or the proceeds thereof, any claims of the parties hereto (and the obligations of such Conduit Lender) shall be extinguished. No recourse shall 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 Xxxxxx personally; provided that the foregoing shall not relieve any such Persons from any liability they might otherwise have as a result of fraudulent actions taken or omissions made by them. 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 Lender 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 Issuertermination of this Agreement. Each Conduit Lender shall only be required to pay (a) any fees or liabilities that it may incur under this Agreement only to obtain the appointment extent such Conduit Lender has Excess Funds on the date of a receiver such determination and (b) any expenses, indemnities or (v) constitute a waiver of other liabilities that it may incur under this Agreement or any right which any party hereto (fees, expenses, indemnities or other than the Issuer) may have liabilities under any applicable insolvency laws other Transaction Document only to file a claim the extent such Conduit Lender receives funds designated for such purposes or to the extent it has Excess Funds not required, after giving effect to all amounts on deposit in its commercial paper account, to pay or provide for the full amount payment of all of its outstanding commercial paper notes and other amounts in accordance with its applicable transaction documents as of the indebtedness or obligations secured date of such determination. In addition, no amount owing by the Indenture or to require that the Collateral shall continue to secure all any Conduit Lender hereunder in excess of the indebtedness or obligations owing liabilities that such Conduit Lender is required to the Noteholders pay in accordance with the Notes and preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Transaction Documents to which the Issuer is a partyBankruptcy Code) against such Conduit Lender.

Limited Recourse. Notwithstanding any other provision of this Agreement, the Notes or the Indenture, the obligations The liability of the Issuer Trust in relation to this Agreement and any Transaction hereunder and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-is limited in recourse to the Issuer, its assets of the Trust and its property other than proceeds thereof applied in accordance with the Collateral, Indenture and are payable solely from the Collateral, subject Sale and Servicing Agreement. With respect to any prior security interests therein, and following realization of amounts payable to MSCS by the Collateral, any claims of any party hereto Trust under this Agreement, such amounts shall be limited to the Notes or Total Available Funds as provided in and subject to Section 2.8(a) of the Indenture. Upon exhaustion of the assets of the Trust and proceeds thereof in accordance with the Indenture (other than and the Issuer) Sale and Servicing Agreement, MSCS shall not be entitled to take any further steps against the Trust to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which shall be extinguished and shall not thereafter be reinstatedextinguished. No recourse shall may be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) taken for the payment of any amounts payable hereunder amount owing in respect of any obligation of, or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreementclaim against, the Notes Trust arising out of or based upon this Agreement or any Transaction hereunder against any holder of a beneficial interest, employee, officer or Affiliate thereof and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability no recourse shall be sought taken for the payment of any amount owing in respect of any obligation of, or claim against, the Trust based upon or arising out of this Agreement against the IssuerAdministrator, subject to the following sentenceSeller, the Servicer, the Indenture Trustee, the Owner Trustee or the Exculpated Parties. It is understood any stockholder, holder of a beneficial interest, employee, officer, director, incorporator or Affiliate thereof; provided, however, that the foregoing shall not relieve any such person or entity from any liability they might otherwise have as a result of willful misconduct, bad faith or negligence. In furtherance of and not in derogation of the foregoing, MSCS acknowledges and agrees that it shall have no right, title or interest hereunder in or to the Other Assets of the Seller. To the extent that, notwithstanding the agreements and provisions contained in the preceding paragraph, MSCS either (i) asserts hereunder an interest or claim to, or benefit from, Other Assets, or (ii) is deemed hereunder to have any such interest, claim to, or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), then MSCS further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and shall be expressly subordinated to the indefeasible payment in full, which, under the terms of the relevant documents relating to the securitization or conveyance of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Seller), including the payment of post-petition interest on such other obligations and liabilities. This subordination agreement shall be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Trust further acknowledges and agrees that no adequate remedy at law exists for a breach of this Part 5(e)(vii) and the terms of this Part 5(e)(vii) may be enforced by an action for specific performance. The provisions of this Section 5.13 Part 5(e)(vii) shall not (i) prevent recourse to the Collateral be for the sums due or third party benefit of those entitled to become due under any security, instrument or agreement which is part rely thereon and shall survive the termination of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, 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 Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyAgreement.

Limited Recourse. Notwithstanding any other provision of this Agreement, the Notes or the Indenture, the obligations of the Issuer hereunder and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 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, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, 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 Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a party.. VALET 2023-1 Securities Account Control Agreement

Limited Recourse. Notwithstanding any other provision (a) The obligations of the Issuer under this Agreement, the Notes or the Indenture, Agreement are solely the obligations of the Issuer hereunder and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had for any obligation or claim arising out of or based upon this Agreement against any principalincorporator or similar person, directorshareholder, officer, employeemanager, beneficiarymember or director, shareholderpast, partnerpresent or future, member, trustee, agent or affiliate of the Issuer or of any person owningsuccessor or of its constituent members or its other Affiliates, either directly or indirectlythrough the Issuer or any successor, whether by virtue of any legal constitution, statute or beneficial interest rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by acceptance hereof and as part of the consideration for the acceptance hereof, expressly waived and released. Any accrued obligations owing by the Issuer under this Agreement shall be payable by the Issuer solely to the extent that funds are available therefor from time to time in accordance with the Issuerprovisions of Section 2.12 (provided that such accrued obligations shall not be extinguished until paid in full); and any amounts which the Issuer does not so pay hereunder shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against, or limited liability company obligation of, the Issuer for any successors or assigns of any such amounts not paid, in each case, until the Issuer has received funds to make such payments as contemplated by the Related Documents. (b) The obligations of the foregoing (Servicer under this Agreement are solely the “Exculpated Parties”) obligations of the Servicer. No recourse shall be had for the payment of any amounts payable amount owing hereunder or thereunder. No party hereto (any other than the Issuer) shall enforce the liability and obligation or claim arising out of the Issuer to perform and observe the obligations contained in or based upon this Agreement, against any shareholder, employee, officer, manager, member or director, agent or organizer, past, present or future, of the Notes Servicer or of any successor thereto, either directly or through the Servicer or any successor thereto, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by acceptance hereof and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is as part of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, 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 Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim consideration for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes acceptance hereof, expressly waived and the Transaction Documents to which the Issuer is a partyreleased.

Limited Recourse. Notwithstanding any other provision terms of this AgreementIndenture Supplement, the Notes Series 2013-T1 Notes, any other Transaction Documents or the Indentureotherwise, the obligations of the Issuer hereunder under the Series 2013-T1 Notes, this Indenture Supplement and thereunder each other Transaction Document to which it is a party are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests thereinTrust Estate, and following realization of the CollateralTrust Estate and application of the proceeds thereof in accordance with the terms of this Indenture Supplement, any claims none of any party hereto under this Agreementthe Noteholders of Series 2013-T1 Notes, the Notes Indenture Trustee or any of the Indenture (other than parties to the Issuer) Transaction Documents shall be entitled to take any further steps to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which shall be extinguished and shall not thereafter be reinstatedrevive. No recourse shall be had for the payment of any amount owing in respect of the Series 2013-T1 Notes or this Indenture Supplement or for any action or inaction of the Issuer against any principalofficer, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent stockholder or affiliate incorporator of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any of their successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder under the Series 2013-T1 Notes or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated PartiesIndenture Supplement. It is understood that the foregoing provisions of this Section 5.13 15 shall not (ia) prevent recourse to the Collateral Trust Estate for the sums due or to become due under any security, instrument or agreement which is part of the CollateralTrust Estate or (b) save as specifically provided therein, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of evidenced by the Issuer under the Notes, Series 2013-T1 Notes or secured by this Indenture Supplement. It is further understood that the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation foregoing provisions of this Section 15 shall be extinguished, (iii) not limit the right of any Person to name the Issuer as a party defendant in any action or suit proceeding or in the exercise of any other remedy under the Series 2013-T1 Notes or this Agreement and the other Transaction DocumentsIndenture Supplement, 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 Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver such Person or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyentity.

Limited Recourse. Notwithstanding Other than as expressly provided in this Indenture Supplement, the Series 2013-VF1 Notes, any other provision of this Agreement, the Notes Transaction Documents or the Indentureotherwise, the obligations of the Issuer hereunder under the Series 2013-VF1 Notes, this Indenture Supplement and thereunder each other Transaction Document to which it is a party are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests thereinTrust Estate, and following realization of the CollateralTrust Estate and application of the proceeds thereof in accordance with the terms of this Indenture Supplement, any claims none of any party hereto under this Agreementthe Noteholders of Series 2013-VF1 Notes, the Notes Indenture Trustee or any of the Indenture (other than parties to the Issuer) Transaction Documents shall be entitled to take any further steps to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which shall be extinguished and shall not thereafter be reinstatedrevive. No recourse shall be had for the payment of any amount owing in respect of the Series 2013-VF1 Notes or this Indenture Supplement or for any action or inaction of the Issuer against any principalofficer, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent stockholder or affiliate incorporator of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any of their successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder under the Series 2013-VF1 Notes or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated PartiesIndenture Supplement. It is understood that the foregoing provisions of this Section 5.13 15 shall not (ia) prevent recourse to the Collateral Trust Estate for the sums due or to become due under any security, instrument or agreement which is part of the CollateralTrust Estate or (b) save as specifically provided therein, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of evidenced by the Issuer under the Notes, Series 2013-VF1 Notes or secured by this Indenture Supplement. It is further understood that the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation foregoing provisions of this Section 15 shall be extinguished, (iii) not limit the right of any Person to name the Issuer as a party defendant in any action or suit proceeding or in the exercise of any other remedy under the Series 2013-VF1 Notes or this Agreement and the other Transaction DocumentsIndenture Supplement, 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 Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver such Person or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyentity.

Limited Recourse. Notwithstanding any other provision terms of this AgreementIndenture Supplement, the Notes Series 2013-VF1 Notes, any other Transaction Documents or the Indentureotherwise, the obligations of the Issuer hereunder under the Series 2013-VF1 Notes, this Indenture Supplement and thereunder each other Transaction Document to which it is a party are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests thereinTrust Estate, and following realization of the CollateralTrust Estate and application of the proceeds thereof in accordance with the terms of this Indenture Supplement, any claims none of any party hereto under this Agreementthe Noteholders of Series 2013-VF1 Notes, the Notes Indenture Trustee or any of the Indenture (other than parties to the Issuer) Transaction Documents shall be entitled to take any further steps to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which shall be extinguished and shall not thereafter be reinstatedrevive. No recourse shall be had for the payment of any amount owing in respect of the Series 2013-VF1 Notes or this Indenture Supplement or for any action or inaction of the Issuer against any principalofficer, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent stockholder or affiliate incorporator of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any of their successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder under the Series 2013-VF1 Notes or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated PartiesIndenture Supplement. It is understood that the foregoing provisions of this Section 5.13 16 shall not (ia) prevent recourse to the Collateral Trust Estate for the sums due or to become due under any security, instrument or agreement which is part of the CollateralTrust Estate or (b) save as specifically provided therein, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of evidenced by the Issuer under the Notes, Series 2013-VF1 Notes or secured by this Indenture Supplement. It is further understood that the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation foregoing provisions of this Section 16 shall be extinguished, (iii) not limit the right of any Person to name the Issuer as a party defendant in any action or suit proceeding or in the exercise of any other remedy under the Series 2013-VF1 Notes or this Agreement and the other Transaction DocumentsIndenture Supplement, 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 Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver such Person or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyentity.

Limited Recourse. Notwithstanding any other provision terms of this AgreementIndenture Supplement, the Notes Series 2017-VF1 Notes, any other Transaction Documents or the Indentureotherwise, the obligations of the Issuer hereunder under the Series 2017-VF1 Notes, this Indenture Supplement and thereunder each other Transaction Document to which it is a party are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests thereinTrust Estate, and following realization of the CollateralTrust Estate and application of the proceeds thereof in accordance with the terms of this Indenture Supplement, any claims none of any party hereto under this Agreementthe Noteholders of Series 2017-VF1 Notes, the Notes Indenture Trustee or any of the Indenture (other than parties to the Issuer) Transaction Documents shall be entitled to take any further steps to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which shall be extinguished and shall not thereafter be reinstatedrevive. No recourse shall be had for the payment of any amount owing in respect of the Series 2017-VF1 Notes or this Indenture Supplement or for any action or inaction of the Issuer against any principalofficer, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent stockholder or affiliate incorporator of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any of their successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder under the Series 2017-VF1 Notes or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated PartiesIndenture Supplement. It is understood that the foregoing provisions of this Section 5.13 13 shall not (ia) prevent recourse to the Collateral Trust Estate for the sums due or to become due under any security, instrument or agreement which is part of the CollateralTrust Estate or (b) save as specifically provided therein, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of evidenced by the Issuer under the Notes, Series 2017-VF1 Notes or secured by this Indenture Supplement. It is further understood that the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation foregoing provisions of this Section 13 shall be extinguished, (iii) not limit the right of any Person to name the Issuer as a party defendant in any action or suit proceeding or in the exercise of any other remedy under the Series 2017-VF1 Notes or this Agreement and the other Transaction DocumentsIndenture Supplement, 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 Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver such Person or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyentity.

Limited Recourse. Notwithstanding any other provision of this Agreement, the Notes or the Indenture, the obligations of the Issuer hereunder and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Basic Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 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, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Basic Documents, 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 Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Basic Documents to which the Issuer is a party.. HAROT 2024-2 Securities Account Control Agreement

Limited Recourse. Notwithstanding any other provision terms of this AgreementIndenture Supplement, the Notes Series 2013-VF3 Notes, any other Transaction Documents or the Indentureotherwise, the obligations of the Issuer hereunder under the Series 2013-VF3 Notes, this Indenture Supplement and thereunder each other Transaction Document to which it is a party are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests thereinTrust Estate, and following realization of the CollateralTrust Estate and application of the proceeds thereof in accordance with the terms of this Indenture Supplement, any claims none of any party hereto under this Agreementthe Noteholders of Series 2013-VF3 Notes, the Notes Indenture Trustee or any of the Indenture (other than parties to the Issuer) Transaction Documents shall be entitled to take any further steps to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which shall be extinguished and shall not thereafter be reinstatedrevive. No recourse shall be had for the payment of any amount owing in respect of the Series 2013-VF3 Notes or this Indenture Supplement or for any action or inaction of the Issuer against any principalofficer, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent stockholder or affiliate incorporator of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any of their successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder under the Series 2013-VF3 Notes or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated PartiesIndenture Supplement. It is understood that the foregoing provisions of this Section 5.13 16 shall not (ia) prevent recourse to the Collateral Trust Estate for the sums due or to become due under any security, instrument or agreement which is part of the CollateralTrust Estate or (b) save as specifically provided therein, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of evidenced by the Issuer under the Notes, Series 2013-VF3 Notes or secured by this Indenture Supplement. It is further understood that the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation foregoing provisions of this Section 16 shall be extinguished, (iii) not limit the right of any Person to name the Issuer as a party defendant in any action or suit proceeding or in the exercise of any other remedy under the Series 2013-VF3 Notes or this Agreement and the other Transaction DocumentsIndenture Supplement, 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 any such Person or entity. By its signature to this Agreement, each of the Issuer, (iv) impair the right of any party parties hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by Indenture Trustee), hereby waives and directs the Indenture or Trustee to require that waive, the Collateral shall continue to secure all delivery of the indebtedness or obligations owing to the Noteholders an Authorization Opinion in accordance connection with the Notes execution and the Transaction Documents to which the Issuer is a partydelivery of this Series Supplement.

Limited Recourse. Notwithstanding any other provision terms of this AgreementIndenture Supplement, the Notes Series 2013-T2 Notes, any other Transaction Documents or the Indentureotherwise, the obligations of the Issuer hereunder under the Series 2013-T2 Notes, this Indenture Supplement and thereunder each other Transaction Document to which it is a party are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests thereinTrust Estate, and following realization of the CollateralTrust Estate and application of the proceeds thereof in accordance with the terms of this Indenture Supplement, any claims none of any party hereto under this Agreementthe Noteholders of Series 2013-T2 Notes, the Notes Indenture Trustee or any of the Indenture (other than parties to the Issuer) Transaction Documents shall be entitled to take any further steps to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which shall be extinguished and shall not thereafter be reinstatedrevive. No recourse shall be had for the payment of any amount owing in respect of the Series 2013-T2 Notes or this Indenture Supplement or for any action or inaction of the Issuer against any principalofficer, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent stockholder or affiliate incorporator of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any of their successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder under the Series 2013-T2 Notes or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated PartiesIndenture Supplement. It is understood that the foregoing provisions of this Section 5.13 15 shall not (ia) prevent recourse to the Collateral Trust Estate for the sums due or to become due under any security, instrument or agreement which is part of the CollateralTrust Estate or (b) save as specifically provided therein, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of evidenced by the Issuer under the Notes, Series 2013-T2 Notes or secured by this Indenture Supplement. It is further understood that the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation foregoing provisions of this Section 15 shall be extinguished, (iii) not limit the right of any Person to name the Issuer as a party defendant in any action or suit proceeding or in the exercise of any other remedy under the Series 2013-T2 Notes or this Agreement and the other Transaction DocumentsIndenture Supplement, 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 Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver such Person or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyentity.

Limited Recourse. Notwithstanding any other provision of this Agreement, the Notes or the Indenture, the obligations The liability of the Issuer Trust in relation to this Agreement and any Transaction hereunder and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-is limited in recourse to the Issuer, its assets of the Trust and its property other than proceeds thereof applied in accordance with the Collateral, Indenture and are payable solely from the Collateral, subject Sale and Servicing Agreement. With respect to any prior security interests therein, and following realization of amounts payable to CMB by the Collateral, any claims of any party hereto Trust under this Agreement, such amounts shall be limited to the Notes or Total Available Funds as provided in and subject to Section 2.8(a) of the Indenture. Upon exhaustion of the assets of the Trust and proceeds thereof in accordance with the Indenture (other than and the Issuer) Sale and Servicing Agreement, CMB shall not be entitled to take any further steps against the Trust to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which shall be extinguished and shall not thereafter be reinstatedextinguished. No recourse shall may be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) taken for the payment of any amounts payable hereunder amount owing in respect of any obligation of, or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreementclaim against, the Notes Trust arising out of or based upon this Agreement or any Transaction hereunder against any holder of a beneficial interest, employee, officer or Affiliate thereof and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability no recourse shall be sought taken for the payment of any amount owing in respect of any obligation of, or claim against, the Trust based upon or arising out of this Agreement against the IssuerAdministrator, subject to the following sentenceSeller, the Servicer, the Indenture Trustee, the Owner Trustee or the Exculpated Parties. It is understood any stockholder, holder of a beneficial interest, employee, officer, director, incorporator or Affiliate thereof; provided, however, that the foregoing shall not relieve any such person or entity from any liability they might otherwise have as a result of willful misconduct, bad faith or negligence. In furtherance of and not in derogation of the foregoing, CMB acknowledges and agrees that it shall have no right, title or interest hereunder in or to the Other Assets of the Seller. To the extent that, notwithstanding the agreements and provisions contained in the preceding paragraph, CMB either (i) asserts hereunder an interest or claim to, or benefit from, Other Assets, or (ii) is deemed hereunder to have any such interest, claim to, or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), then CMB further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and shall be expressly subordinated to the indefeasible payment in full, which, under the terms of the relevant documents relating to the securitization or conveyance of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Seller), including the payment of post-petition interest on such other obligations and liabilities. This subordination agreement shall be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Trust further acknowledges and agrees that no adequate remedy at law exists for a breach of this Part 5(e)(vii) and the terms of this Part 5(e)(vii) may be enforced by an action for specific performance. The provisions of this Section 5.13 Part 5(e)(vii) shall not (i) prevent recourse to the Collateral be for the sums due or third party benefit of those entitled to become due under any security, instrument or agreement which is part rely thereon and shall survive the termination of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, 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 Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyAgreement.

Limited Recourse. Notwithstanding any other provision of this Agreement, the Notes or the Indenture, the obligations of the Issuer Issuing Entity hereunder and thereunder are limited-recourse obligations of the IssuerIssuing Entity. Such obligations are non-recourse to the IssuerIssuing Entity, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture (other than the IssuerIssuing Entity) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer Issuing Entity or any person owning, directly or indirectly, any legal or beneficial interest in the IssuerIssuing Entity, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the IssuerIssuing Entity) shall enforce the liability and obligation of the Issuer Issuing Entity to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Basic Documents to which the Issuer Issuing Entity is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the IssuerIssuing Entity, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 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, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer Issuing Entity under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer Issuing Entity as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Basic Documents, 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 IssuerIssuing Entity, (iv) impair the right of any party hereto (other than the IssuerIssuing Entity) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the IssuerIssuing Entity) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Basic Documents to which the Issuer Issuing Entity is a party. Section 5.14 Limitations on Liability of Intermediary. (a) This Agreement shall not subject the Intermediary to any duty, obligation or liability except as is expressly set forth herein. In particular (without implied limitation), the Intermediary need not investigate whether the Secured Party is entitled under the Basic Documents, or otherwise, to give any entitlement order or any other directions, instructions or other orders in any instance. (b) The Intermediary shall be protected in acting or refraining from acting upon any written notice, certificate, instruction, request or other paper or document, as to the due execution thereof and the validity and effectiveness of the provisions thereof and as to the truth of any information therein contained, which the Intermediary in good faith believes to be genuine. (c) The Intermediary may consult with and obtain advice from counsel, accountants or other experts of its own choice in the event of any dispute or question as to the construction of any provision hereof or otherwise in connection with its duties hereunder, and any action taken or omitted by the Intermediary in reasonable reliance upon such advice shall be full justification and protection to it. The Intermediary shall not be liable for any error of judgment or for any act done or step taken or omitted except in the case of its willful misconduct, bad faith or negligence. (d) The Intermediary shall have no duties hereunder except those which are expressly set forth herein and in any modification or amendment hereof. For the avoidance of doubt, nothing herein shall impose or imply on the part of the Intermediary any duties of a fiduciary nature. (e) The Intermediary may engage or be interested in any financial or other transactions with any party hereto and may act on, or as depositary, trustee or agent for, any committee or body of holders of obligations of such Persons as freely as if it were not the Intermediary hereunder. (f) The Intermediary shall not be obligated to take any action which in its reasonable judgment would cause it to incur any expense or liability not otherwise contemplated hereunder unless it has been furnished with an indemnity with respect thereto which is reasonably satisfactory to the Intermediary. (g) The Intermediary may rely upon the contents of any notice, consent, instruction or other communication or document from the Indenture Trustee, for the benefit of the Secured Party, the Issuing Entity or the Servicer that the Intermediary believes in good faith to be genuine and from the proper Person, without any further duty of inquiry or independent investigation on its part. (h) The Intermediary shall not be deemed to have notice or knowledge of any Indenture Default or any other default under any other Basic Document unless an Authorized Officer of the Intermediary has actual knowledge or Intermediary shall have received written notice thereof. In the absence of such actual knowledge or receipt of such notice, the Intermediary may conclusively assume that none of such events have occurred and the Intermediary shall not have any obligation or duty to determine whether any Indenture Default or any other default under any other Basic Document has occurred or is continuing. (i) No provision of this Agreement or any other Basic Document shall be construed to require the Intermediary to perform, supervise, monitor or accept any responsibility for the performance of, the obligations of the Issuing Entity or the Servicer hereunder or under any other Basic Document or any Person other than itself under any other Basic Document. (j) The Intermediary shall not be liable for any delays in performance for causes beyond its reasonable control, including acts of declared or undeclared war (including acts of terrorism), public disorder, rebellion, sabotage, fire, flood, epidemic, pandemic, landslide, lightning, fire, hurricane, earthquake, flood, strike, restriction by civil or military authority in their sovereign or contractual capacities, transportation failure, loss or malfunctions of communications or computer (software and hardware) services, power line or other utility failures or interruptions, or inability to obtain labor. (k) In no event shall the Intermediary be liable for any special, indirect, punitive or consequential damages (including lost profits).

Limited Recourse. Notwithstanding any other provision of this Agreement, anything to the Notes or the Indenturecontrary contained herein, the obligations of any CP Issuer under this Agreement are solely the Issuer hereunder and thereunder are limited-recourse corporate obligations of such CP Issuer and, in the Issuer. Such case of obligations of a CP Issuer other than Commercial Paper, shall be payable at such time as funds are non-recourse actually received by, or are available to, such CP Issuer in excess of funds necessary to pay in full all outstanding Commercial Paper and, to the Issuerextent funds are not available to pay such obligations, its assets and its property other than the Collateral, and are payable solely from claims relating thereto shall not constitute a claim against such CP Issuer but shall continue to accrue. Each party hereto agrees that the Collateral, subject to payment of any prior security interests therein, and following realization claim (as defined in Section 101 of Title 11 of the Collateral, any claims Bankruptcy Code) of any such party hereto under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstatedsubordinated to the payment in full of all of such CP Issuer’s Commercial Paper. No recourse under any obligation, covenant or agreement of a CP Issuer contained in this Agreement shall be had against any principalincorporator, stockholder, officer, director, member, manager, employee or agent of such CP Issuer, the Funding Agent for such CP Issuer or any of their Affiliates (solely by virtue of such capacity) 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 this Agreement is solely a corporate obligation of such CP Issuer, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, employee, beneficiary, shareholder, partnerdirector, member, trusteemanager, employee or agent or affiliate of such CP Issuer, the Funding Agent for such CP Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, of their Affiliates (solely by virtue of such capacity) or any successors of them under or assigns by reason of any of the foregoing (the “Exculpated Parties”) for the payment obligations, covenants or agreements of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the such CP Issuer to perform and observe the obligations contained in this Agreement, the Notes or implied therefrom, and the other Transaction Documents to which the Issuer is a party by that any action or proceeding wherein a money judgment establishing any and all personal liability shall be sought against the Issuerfor breaches by such CP Issuer of any of such obligations, subject to the following sentencecovenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the Exculpated Parties. It is understood execution of this Agreement; provided that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or to become due under fraudulent omissions made by them or in any security, instrument or agreement which is part case of the Collateralgross negligence, (ii) constitute a waiver, release bad faith or discharge willful misconduct of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, 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 Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyPerson.

Limited Recourse. Notwithstanding any other provision terms of this AgreementIndenture Supplement, the Notes Series 2013-VF1 Notes, any other Transaction Documents or the Indentureotherwise, the obligations of the Issuer hereunder under the Series 2013-VF1 Notes, this Indenture Supplement and thereunder each other Transaction Document to which it is a party are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests thereinTrust Estate, and following realization of the CollateralTrust Estate and application of the proceeds thereof in accordance with the terms of this Indenture Supplement, any claims none of any party hereto under this Agreementthe Noteholders of Series 2013-VF1 Notes, the Notes Indenture Trustee or any of the Indenture (other than parties to the Issuer) Transaction Documents shall be entitled to take any further steps to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which shall be extinguished and shall not thereafter be reinstatedrevive. No recourse shall be had for the payment of any amount owing in respect of the Series 2013-VF1 Notes or this Indenture Supplement or for any action or inaction of the Issuer against any principalofficer, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent stockholder or affiliate incorporator of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any of their successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder under the Series 2013-VF1 Notes or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated PartiesIndenture Supplement. It is understood that the foregoing provisions of this Section 5.13 16 shall not (ia) prevent recourse to the Collateral Trust Estate for the sums due or to become due under any security, instrument or agreement which is part of the CollateralTrust Estate or (b) save as specifically provided therein, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of evidenced by the Issuer under the Notes, Series 2013-VF1 Notes or secured by this Indenture Supplement. It is further understood that the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation foregoing provisions of this Section 16 shall be extinguished, (iii) not limit the right of any Person to name the Issuer as a party defendant in any action or suit proceeding or in the exercise of any other remedy under the Series 2013-VF1 Notes or this Agreement and the other Transaction DocumentsIndenture Supplement, 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 any such Person or entity. By its signature to this Agreement, each of the Issuer, (iv) impair the right of any party parties hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by Indenture Trustee), hereby waives and directs the Indenture or Trustee to require that waive, the Collateral shall continue to secure all delivery of the indebtedness or obligations owing to the Noteholders an Authorization Opinion in accordance connection with the Notes execution and the Transaction Documents to which the Issuer is a partydelivery of this Series Supplement.

Limited Recourse. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer under this Agreement or any certificate or other writing delivered in connection herewith or therewith, against (a) any owner of a beneficial interest in the Issuer or (b) any holder of a beneficial interest in the Issuer in its individual capacity, except as any such Person may have expressly agreed. Notwithstanding any other provision terms of this Agreement, the Notes Notes, any other Transaction Documents or the Indentureotherwise, the obligations of the Issuer hereunder under the Notes, the Indenture, this Agreement and thereunder each other Transaction Document to which it is a party are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests thereinTrust Estate, and following realization of the CollateralTrust Estate and application of the proceeds thereof in accordance with the terms of the Indenture, any claims none of any party hereto under this Agreementthe Noteholders, the Notes Indenture Trustee or any of the Indenture (other than parties to the Issuer) Transaction Documents shall be entitled to take any further steps to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which shall be extinguished and shall not thereafter be reinstatedrevive. No recourse shall be had for the payment of any amount owing in respect of the Notes, the Indenture or this Agreement or for any action or inaction of the Issuer against any principalofficer, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent stockholder or affiliate incorporator of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any of their successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder under the Notes or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 11 shall not (i) prevent recourse to the Collateral Trust Estate for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, Trust Estate or (ii) save as specifically provided therein, constitute a waiver, release or discharge of any indebtedness or obligation of evidenced by the Issuer under the Notes, Notes or secured by the Indenture. It is further understood that the foregoing provisions of this Section 11 shall not, until the Collateral has been realizedsubject to Section 12(k) hereof, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person Person, to name the Issuer as a party defendant in any action or suit proceeding or in the exercise of any other remedy under the Notes or this Agreement and the other Transaction DocumentsAgreement, 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 Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver such Person or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyentity.

Limited Recourse. (a) Notwithstanding anything to the contrary contained herein, any other provision of this Agreement, the Notes or the Indenture, the obligations of the Issuer each CP Conduit Purchaser hereunder and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreementare solely the corporate or limited liability company obligations of such CP Conduit Purchaser and shall be payable at such time as funds are received by or are available to such CP Conduit Purchaser in excess of funds necessary to pay in full all of its outstanding Commercial Paper and, to the extent funds are not available to pay such obligations, the Notes or claims relating thereto shall not constitute a claim against such CP Conduit Purchaser but shall continue to accrue. Each party hereto agrees that the Indenture payment of any claim (other than as defined in Section 101 of Title 11 of the IssuerBankruptcy Code) of any such party against a CP Conduit Purchaser shall be extinguished and shall not thereafter be reinstated. subordinated to the payment in full of all of its Commercial Paper. (b) No recourse under any obligation, covenant or agreement of any CP Conduit Purchaser contained herein shall be had against any principalincorporator, stockholder, member, officer, director, officeremployee or agent of such CP Conduit Purchaser, employeeits administrative agent, beneficiarythe Funding Agent with respect to such CP Conduit Purchaser or any of their Affiliates by the enforcement of any assessment or by any legal or equitable proceeding, shareholderby virtue of any statute or otherwise; it being expressly agreed and understood that this Supplement is solely a corporate or limited liability company obligation of such CP Conduit Purchaser individually, partnerand that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, member, trusteeofficer, director, employee or agent or affiliate of such CP Conduit Purchaser, its administrative agent, the Issuer Funding Agent with respect to such CP Conduit Purchaser or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, of its Affiliates (solely by virtue of such capacity) or any successors of them under or assigns by reason of any of the foregoing (the “Exculpated Parties”) for the payment obligations, covenants or agreements of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations such CP Conduit Purchaser contained in this AgreementSupplement, the Notes or implied therefrom, and the other Transaction Documents to which the Issuer is a party by that any action or proceeding wherein a money judgment establishing any and all personal liability shall be sought against the Issuerfor breaches by such CP Conduit Purchaser of any of such obligations, subject to the following sentencecovenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, member, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the Exculpated Parties. It is understood execution of this Supplement; provided that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by them. The provisions of this Section 5.13 11.5 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 survive termination of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, 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 Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partySupplement.

Limited Recourse. Notwithstanding anything else in any Operative Document to the contrary, if the sole Lease Event of Default is triggered by the occurrence of (each a "Limited Recourse Event" (x) an event set forth in Section 16(d) (as it pertains to any covenant, obligation or agreement (other provision than a payment obligation) of this the Lessee in any Real Estate Document or any Project Document) or (y) an event set forth in Section 16(e) as it pertains to (i) the representation and warranty of the Lessee in Section 3.1(c)(iii), 3.1(d)(i)(B) (to the extent such representation and warranty relates to the Owner Lessor), 3.1(e), 3.1(h)(iii), and 3.1(x) of the Participation Agreement, or (ii) any representation or warranty of the Notes Lessee in any Real Estate Document or in any Project Document) or (z) an event set forth in Section 16(f), (j), (k) and (l) (as it pertains to any party to a Project Document), or any combination of the Indentureforegoing and no other event that gives rise to a Lease Event of Default has occurred and is continuing, the obligations Lessee's recourse liability to the Owner Lessor including recourse with respect to amounts in the Accounts as a consequence of such Lease Event of Default (including any liability for enforcement costs or losses arising as a result of such Lease Event of Default and Section 9 of the Issuer hereunder and thereunder are limited-recourse obligations Participation Agreement for any Claims arising out of the Issuer. Such obligations are non-recourse any Limited Recourse Event) shall be limited to the IssuerLimited Recourse Amount (it being understood by the parties hereto that the limit on the Lessee's recourse liability with respect to any indemnification provisions shall only pertain to Claims that directly arise from a Limited Recourse Event). In addition, its assets and its property other than any amounts owed to the Collateral, and Owner Lessor which are payable solely not paid in full from the Collateral, subject Lessee's liability to any prior security interests therein, and following realization pay the Limited Recourse Amount may be realized by the exercise of remedies with respect to the Collateral, any claims of any party hereto Collateral under this AgreementSection 17. For the avoidance of doubt, the Notes Owner Lessor (or the Indenture Trustee) shall not be entitled to claim the excess, if any, of (i) the aggregate of the balances in the Payment Accounts and the Accounts (other than the IssuerLoss Proceeds Account) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 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, over (ii) constitute a waiverthe Limited Recourse Amount, release or discharge of any indebtedness or obligation in each case as of the Issuer under date of the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, so long as no judgment in the nature declaration of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyLimited Recourse Event.

Limited Recourse. Notwithstanding any other provision terms of this AgreementIndenture Supplement, the Notes Series 2013-VF2 Notes, any other Transaction Documents or the Indentureotherwise, the obligations of the Issuer hereunder under the Series 2013-VF2 Notes, this Indenture Supplement and thereunder each other Transaction Document to which it is a party are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests thereinTrust Estate, and following realization of the CollateralTrust Estate and application of the proceeds thereof in accordance with the terms of this Indenture Supplement, any claims none of any party hereto under this Agreementthe Noteholders of Series 2013-VF2 Notes, the Notes Indenture Trustee or any of the Indenture (other than parties to the Issuer) Transaction Documents shall be entitled to take any further steps to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which shall be extinguished and shall not thereafter be reinstatedrevive. No recourse shall be had for the payment of any amount owing in respect of the Series 2013-VF2 Notes or this Indenture Supplement or for any action or inaction of the Issuer against any principalofficer, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent stockholder or affiliate incorporator of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any of their successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder under the Series 2013-VF2 Notes or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated PartiesIndenture Supplement. It is understood that the foregoing provisions of this Section 5.13 16 shall not (ia) prevent recourse to the Collateral Trust Estate for the sums due or to become due under any security, instrument or agreement which is part of the CollateralTrust Estate or (b) save as specifically provided therein, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of evidenced by the Issuer under the Notes, Series 2013-VF2 Notes or secured by this Indenture Supplement. It is further understood that the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation foregoing provisions of this Section 16 shall be extinguished, (iii) not limit the right of any Person to name the Issuer as a party defendant in any action or suit proceeding or in the exercise of any other remedy under the Series 2013-VF2 Notes or this Agreement and the other Transaction DocumentsIndenture Supplement, 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 any such Person or entity. By its signature to this Agreement, each of the Issuer, (iv) impair the right of any party parties hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by Indenture Trustee), hereby waives and directs the Indenture or Trustee to require that waive, the Collateral shall continue to secure all delivery of the indebtedness or obligations owing to the Noteholders an Authorization Opinion in accordance connection with the Notes execution and the Transaction Documents to which the Issuer is a partydelivery of this Series Supplement.

Limited Recourse. Notwithstanding anything in this Agreement to the contrary, (i) the obligations and liabilities of the Company under this Agreement and all other obligations, liabilities, claims, losses, damages or Actions (whether in law or in equity and whether based on contract, tort or otherwise) of the Company that may be based on, arise out of or relate to this Agreement (including any breach or alleged breach hereof), the negotiation, execution or performance hereof or the transactions contemplated hereby or in respect of any other provision document or theory of law or equity or in respect of any oral or written representations made or alleged to be made in connection herewith or therewith, whether at law or equity, in contract, in tort or otherwise, will be without recourse of any kind to any Company Related Party other than the Company and (ii) the obligations and liabilities of the Parent and Merger Sub under this Agreement and all other obligations, liabilities, claims, losses, damages or Actions (whether in law or in equity and whether based on contract, tort or otherwise) of the Parent or Merger Sub that may be based on, arise out of or relate to this Agreement, the Notes Limited Guarantee or the IndentureFinancing Commitments (including any breach or alleged breach hereof or thereof), the obligations negotiation, execution or performance hereof or thereof or the transactions contemplated hereby or thereby or in respect of the Issuer hereunder and thereunder are limited-any other document or theory of law or equity or in respect of any oral or written representations made or alleged to be made in connection herewith or therewith, whether at law or equity, in contract, in tort or otherwise, will be without recourse obligations of the Issuer. Such obligations are non-recourse any kind to the Issuer, its assets and its property any Parent Related Party other than the CollateralParent and Merger Sub, except that (w) the Parent Related Parties may assert claims against each other, (x) the Company may assert claims against the Guarantors under, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 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, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, 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 Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness terms and conditions of, the Limited Guarantee, (y) the Company may assert claims against the Investors under, and subject to all of the terms and conditions of, the Equity Financing Commitment and (z) the Company may assert claims under or obligations owing to the Noteholders in accordance with the Notes and Confidentiality Agreement against the Transaction Documents to which the Issuer is a partyother Person party thereto.

Limited Recourse. Each of the Collateral Administrator and the Collateral Manager agrees that the payment of all amounts to which it is entitled pursuant to this Agreement from the Issuer shall be subordinated to the extent set forth in the Indenture. Notwithstanding any other provision of this Agreement, the Notes or the Indenture, all of the obligations of the Issuer hereunder and thereunder under this Agreement are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse Issuer payable solely as Administrative Expenses from amounts credited to the Issuer, its assets Expense Account pursuant to Section 10.3(c) of the Indenture and its property other than the Collateral, and are payable solely from Equity Contribution Agreement or according to the Collateral, subject to any prior security interests thereinPriority of Payments, and following the reduction thereof to zero and realization of all other Collateral and application of the Collateralproceeds thereof in accordance with the Indenture, all obligations of and any claims of any party hereto under this Agreement, against the Notes Issuer hereunder or the Indenture (other than the Issuer) arising in connection herewith shall be extinguished and shall not thereafter be reinstatedrevive. No Each of the Collateral Administrator and the Collateral Manager further agrees that, except as so contemplated by Section 10.3(c) of the Indenture and the Equity Contribution Agreement or according to the Priority of Payments, it will not have any recourse shall be had against any principalother asset of the Issuer or against any Officer, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent shareholder or affiliate incorporator of the Issuer or any person owningits Affiliates, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in under this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 16 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 of evidenced by the Issuer under the Notes, Notes or secured by the Indenture, Indenture until the such Collateral has been realized, whereupon any such outstanding indebtedness or obligation . It is further understood that this Section 16 shall be extinguished, (iii) not limit the right of any Person to name the Issuer as a party defendant in any action or suit Proceeding or in the exercise of any other remedy under this Agreement and the other Transaction DocumentsNotes or the Indenture, 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 Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount such Person. Each of the indebtedness or obligations secured by the Indenture or to require that Collateral Administrator and the Collateral shall continue Manager consents to secure all the assignment of this Agreement as provided in the Granting Clause of the indebtedness or obligations owing to Indenture. This Section 16 shall survive the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partytermination of this Agreement.

Limited Recourse. Notwithstanding any other provision of Debtor shall be liable for all representations, warranties, covenants, and obligations set forth in this Pledge Agreement, the Notes or the Indenture, the obligations of the Issuer hereunder and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and but shall not thereafter be reinstatedotherwise be liable to repay any Principal Debt. No recourse shall be had against any principalmanager, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate partner of Debtor (which is not a Loan Party) or any transferee (which is not a Loan Party) of any Collateral securing the Obligation to the extent such transfer is permitted by the terms of the Issuer Loan Documents or any person owning, directly or indirectly, any legal or beneficial interest in is otherwise made with the Issuer, or any successors or assigns prior written consent of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability each requisite Lender shall be sought against the Issuerpersonally liable for any obligations of Debtor, subject to the following sentence, or the Exculpated Partiesexcept as set forth below. It is understood that the foregoing provisions of this Section 5.13 This Paragraph 10(k) shall not (ia) prevent or restrict recourse to the Collateral for securing the sums due Obligation or to become due under any security, instrument or agreement which is part of the Collateral, (ii) constitute a waiver, release release, or discharge of the Obligation, but the Obligation shall remain outstanding until paid or discharged; (b) limit any indebtedness or obligation of the Issuer under the NotesRights, claims for damages, or secured recourse of Administrative Agent, the Lenders, or the Issuing Lenders or their respective transferees or assigns as a result of (i) any knowing or willful breach by the Indenture, until the Collateral has been realized, whereupon any Person of any representation or warranty of such outstanding indebtedness Person made under or pursuant to this Pledge Agreement or any other Loan Document or (ii) any knowing or willful breach of any covenant or other obligation shall be extinguished, by any Person under this Pledge Agreement or any other Loan Document; or (iiic) limit the right Right of any Person to name Debtor or any transferee of any interest in the Issuer Collateral securing the Obligation as a party defendant in any action or suit for a judicial sale or in the exercise of any other remedy under this Pledge Agreement and the or any other Transaction DocumentsLoan Document, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for for, taken, or (if obtained) enforced against any Person referred to in the Issuersecond sentence of this Paragraph 10(k). Notwithstanding the foregoing, (iv) impair the right of any party hereto (other than the Issuer) nothing herein shall be construed to obtain the appointment of a receiver or (v) constitute a waiver by Administrative Agent, the Lenders, or the Issuing Lenders of any right which Rights to damages, other monetary relief, injunctive relief, or any party hereto (other than remedy at Law or equity against Debtor or any Person referred to in the Issuersecond sentence of this Paragraph 10(k) may have under any applicable insolvency laws to file a claim for the full amount by reason of fraud, knowing or willful breach of representations and warranties, willful tortious acts or omissions, gross negligence, or criminal acts. EXECUTED as of the indebtedness day and year first herein set forth. ----------------------------, as Debtor By: Name: Title: Minority Pledge Agreement ANNEX A TO PLEDGE AGREEMENT (To be Provided by Debtor) JURISDICTION FOR FILING FINANCING STATEMENTS ANNEX B TO PLEDGE AGREEMENT (To be Provided by Debtor) PARTNERSHIP INTERESTS ANNEX C TO PLEDGE AGREEMENT PLEDGE INSTRUCTION PARTNERSHIP: INTEREST OWNER: BY THIS PLEDGE INSTRUCTION, dated as of ___________ , 2000, ("Interest Owner"), hereby instructs (the "Partnership") to register a pledge in favor of Bank of America, N.A. ("Pledgee"), in its capacity as Administrative Agent for certain Lenders and as Secured Party under that certain Pledge Agreement dated as of , 2000 (as amended, modified, supplemented, or obligations secured by restated from time to time, the Indenture or to require that the Collateral shall continue to secure "Pledge Agreement"), against, and a security interest in favor of Pledgee in, all of the indebtedness or obligations owing to Interest Owner's Rights in connection with any partnership interest in the Noteholders in accordance with Partnership now and hereafter owned by the Notes and the Transaction Documents to which the Issuer is a partyInterest Owner ("Partnership Interest").

Limited Recourse. Notwithstanding any other contrary provision of this AgreementAgreement or any other Loan Document, the Notes or the Indenture, the obligations of the Issuer hereunder and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No no recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of the principal of or interest on the Advances or any other amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreementcollectively, the Notes and the other Transaction Documents "Obligations"), or for any claim based thereon, against (i) any Partner or any of their respective legal representatives, heirs, estates, permitted successors or assigns ox (xx) xxx xxxxxxxxxxx, xxxxxxxship (or any general or limited partner thereof) or individual to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability collateral securing the payment of the Obligations shall be sought against have been transferred with the Issuerprior written consent of each Lender, subject except to the following sentence, extent such consent is not required pursuant to this Agreement or the Exculpated Partiesany other Loan Document. It is understood that none of the foregoing provisions Obligations may be enforced against any of the Persons described in clauses (i) or (ii) of the preceding sentence, provided that this Section 5.13 10.15 shall not (iA) prevent or restrict recourse to the Collateral for collateral securing the sums due or to become due under any security, instrument or agreement which is part payment of the Collateral, (ii) Obligations or constitute a waiver, release or discharge of the Obligations, but the Obligations shall remain outstanding until paid or discharged; (B) limit any indebtedness rights, claims for damages or obligation recourse of the Issuer Administrative Agent, the Lenders or the Issuing Banks or their respective transferees or assigns as a result of (x) any knowing or willful breach by such Person of any representation or warranty of such Person made under the Notes, or secured pursuant to this Agreement or any other Loan Document or (y) any knowing or willful breach of covenant or other obligation by the Indenture, until the Collateral has been realized, whereupon such Person under this Agreement or any such outstanding indebtedness other Loan Document; or obligation shall be extinguished, (iiiC) limit the right of any Person to name the Issuer Borrower, any Obligor or any transferee of any interest in the collateral securing the payment of the Obligations as a party defendant in any action or suit for a judicial sale or in the exercise of any other remedy under this Agreement and the or any other Transaction DocumentsLoan Document, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for for, taken or enforced against any Person referred to in said clauses (i) or (if obtained) enforced against ii). Notwithstanding the Issuerforegoing, (iv) impair the right of any party hereto (other than the Issuer) nothing herein shall be construed to obtain the appointment of a receiver or (v) constitute a waiver by the Administrative Agent, the Lenders or the Issuing Banks of any right which rights to damages, other monetary relief, injunctive relief or any party hereto (other than remedy at law or equity against the Issuer) may have under Borrower, any applicable insolvency laws to file a claim for the full amount Obligor or any Partner by reason of the indebtedness fraud, knowing or obligations secured by the Indenture willful breach of representations and warranties, willful tortious acts or to require that the Collateral shall continue to secure all of the indebtedness omissions, gross negligence or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a party.criminal acts. This

Limited Recourse. Notwithstanding anything to the contrary ---------------- contained herein or in the Pledge Agreement, except as otherwise provided in this Section 2, neither Guarantor nor any of its shareholders, officers, directors, partners, employees, agents or other representatives ("Other Persons") shall have any personal liability for the Obligations or the Guaranteed Expenses under this Guaranty, or for the obligation to observe, perform or discharge any of the terms, covenants or conditions contained herein or in the Pledge Agreement, and, except as otherwise provided in this Section 2, (a) no attachment, execution, writ or other process shall be sought and no judicial proceeding shall be initiated by or on behalf of Lender against Guarantor or any Other Person as a result of a breach or default under this Guaranty or the Pledge Agreement, except to the extent that such attachment, execution, writ or judicial proceeding shall be necessary to enforce any of the rights, remedies or recourses of Lender against or with reference to the Collateral (as defined in the Pledge Agreement), and (b) in the event that any suit is brought hereunder or under the Pledge Agreement, any judgment obtained in or as a result of such suit shall be enforceable and/or enforced solely against the Collateral; provided, however, that nothing herein contained shall -------- ------- be construed to: (i) be a release or impairment of Guarantor's obligations hereunder or under the Pledge Agreement, (ii) prevent Lender from exercising and enforcing, consistent with the provisions of this Section 2, any other provision of this Agreement, remedy allowed at law or in equity or by statute or by the Notes terms hereof or the IndenturePledge Agreement or (iii) prevent Lender from recovering from Guarantor (or any such Other Person), the obligations of the Issuer hereunder and thereunder are limited-or limit Lender's recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to against Guarantor (or any prior security interests therein, and following realization of the Collateralsuch Other Person) for, any claims funds, damages or costs (including, without limitation, reasonable legal expenses) incurred by Lender as a result of any party hereto under this Agreementwillful act or omission in bad faith, the Notes any fraudulent act or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer omission or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns breach of any of the foregoing (following sections of the “Exculpated Parties”) for Pledge Agreement: Section 2.4, the payment first sentence of Section 4.2, Section 4.3(a), Section 4.4, Section 4.5 and Section 4.7(ii). Nothing in this Paragraph 2 shall be deemed to increase the liability of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to such Other Person beyond that which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 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, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Other Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, 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 Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount partnership agreement of the indebtedness Guarantor or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyunder law.

Limited Recourse. (a) Notwithstanding anything to the contrary contained herein, any other provision of this Agreement, the Notes or the Indenture, the obligations of the Issuer each CP Conduit Purchaser hereunder and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreementare solely the corporate or limited liability company obligations of such CP Conduit Purchaser and shall be payable at such time as funds are received by or are available to such CP Conduit Purchaser in excess of funds necessary to pay in full all of its outstanding Commercial Paper and, to the extent funds are not available to pay such obligations, the Notes or claims relating thereto shall not constitute a claim against such CP Conduit Purchaser but shall continue to accrue. Each party hereto agrees that the Indenture payment of any claim (other than as defined in Section 101 of Title 11 of the IssuerBankruptcy Code) of any such party against a CP Conduit Purchaser shall be extinguished and shall not thereafter be reinstated. subordinated to the payment in full of all of its Commercial Paper. (b) No recourse under any obligation, covenant or agreement of any CP Conduit Purchaser contained herein shall be had against any principalincorporator, stockholder, member, officer, director, officeremployee or agent of such CP Conduit Purchaser, employeeits administrative agent, beneficiarythe Funding Agent with respect to such CP Conduit Purchaser or any of their Affiliates by the enforcement of any assessment or by any legal or equitable proceeding, shareholderby virtue of any statute or otherwise; it being expressly agreed and understood that this Series Supplement is solely a corporate or limited liability company obligation of such CP Conduit Purchaser individually, partnerand that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, member, trusteeofficer, director, employee or agent or affiliate of such CP Conduit Purchaser, its administrative agent, the Issuer Funding Agent with respect to such CP Conduit Purchaser or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, of its Affiliates (solely by virtue of such capacity) or any successors of them under or assigns by reason of any of the foregoing (the “Exculpated Parties”) for the payment obligations, covenants or agreements of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations such CP Conduit Purchaser contained in this Agreement, the Notes or implied therefrom, and the other Transaction Documents to which the Issuer is a party by that any action or proceeding wherein a money judgment establishing any and all personal liability shall be sought against the Issuerfor breaches by such CP Conduit Purchaser of any of such obligations, subject to the following sentencecovenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, member, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the Exculpated Parties. It is understood execution of this Series Supplement; provided that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by them. The provisions of this Section 5.13 12.5 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 survive termination of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement Series Supplement and the other Transaction Documents, 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 Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyBase Indenture.

Limited Recourse. Notwithstanding anything to the contrary contained herein or in the Guaranty, except as otherwise provided in this Section 7.8, neither Pledgor nor any of its shareholders, officers, directors, partners, employees, agents or other provision of representatives ("Other Persons") shall have any personal liability for the Secured Obligations under this Pledge and Security Agreement, or for the Notes obligation to observe, perform or discharge any of the terms, covenants or conditions contained herein or in the Guaranty, and, except as otherwise provided in this Section 7.8, (a) no attachment, execution, writ or other process shall be sought and no judicial proceeding shall be initiated by or on behalf of Pledgee against Pledgor or any Other Person as a result of a breach or default under this Pledge and Security Agreement or the IndentureGuaranty, except to the obligations extent that such attachment, execution, writ or judicial proceeding shall be necessary to enforce any of the Issuer hereunder and thereunder are limited-recourse obligations rights, remedies or recourses of the Issuer. Such obligations are non-recourse Pledgee against or with reference to the Issuer, its assets and its property other than the Collateral, and are payable (b) in the event that any suit is brought hereunder or under the Guaranty, any judgment obtained in or as a result of such suit shall be enforceable and/or enforced solely from against the Collateral; provided, subject to however, that nothing herein contained shall be construed to: (i) be a release or impairment of Pledgor's obligations hereunder or under the Guaranty or any prior security interests therein, and following realization of the CollateralLoan Documents, (ii) prevent Pledgee from exercising and enforcing, consistent with the provisions of this Section 7.8, any claims other remedy allowed at law or in equity or by statute or by the terms hereof or of the Guaranty or of any party hereto under this Agreementother Loan Document, the Notes or the Indenture (other than the Issueriii) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer prevent Pledgee from recovering from Pledgor (or any person owningsuch Other Person), directly or indirectlylimit Pledgee's recourse against Pledgor (or any such Other Person) for, any funds, damages or costs (including, without limitation, reasonable legal expenses) incurred by Pledgee as a result of any willful act or beneficial interest omission in the Issuerbad faith, any fraudulent act or omission, or any successors or assigns breach of any of the foregoing (the “Exculpated Parties”) for the payment following sections of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability this Pledge and obligation of the Issuer to perform and observe the obligations contained in this Security Agreement: Section 2.4, the Notes first sentence of Section 4.2, Section 4.3(a), Section 4.4, Section 4.5 and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 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, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, 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 Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a party4.7(ii).

Limited Recourse. (a) Notwithstanding any other provision of this AgreementParent Pledge Agreement or otherwise, other than the Notes filing of a claim in the liquidation, insolvency, bankruptcy or similar proceedings of Pledgor that is initiated by another party or that is initiated by a Secured Party in relation to the Indenturerecovery of Recourse Assets (as defined in clause (b) below), no Secured Party or any other Person acting on its behalf may institute against, or join any Person in instituting against, Pledgor any bankruptcy, winding up, reorganisation, arrangement, insolvency or liquidation proceeding or other proceeding under any similar law. (b) Notwithstanding any other provision of this Parent Pledge Agreement or otherwise, each Secured Party acknowledges that the obligations of the Issuer hereunder and thereunder Pledgor arising under this Parent Pledge Agreement are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse to the Issuerobligations, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to Collateral owned by Pledgor (and any prior security interests thereinamounts arising therefrom) (the “Recourse Assets”), and following realization of the Collateral, that any claims of any party hereto Secured Party against Pledgor under this Agreement, the Notes or the Indenture (other than the Issuer) Parent Pledge Agreement shall be extinguished limited, in aggregate, to the Recourse Assets of Pledgor. Following realization and distribution of such Recourse Assets, no Secured Party nor any other Person acting on its behalf may take any further steps against Pledgor to recover any sums due but unpaid to them except for the steps outlined in clause (a) above, and all claims and all rights to claim of any Secured Party against Pledgor under this Parent Pledge Agreement (and the obligations of Pledgor) in respect of each such sum unpaid shall not thereafter be reinstated. extinguished. (c) No recourse for or under any obligation, covenant or agreement of Pledgor contained in this Parent Pledge Agreement shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trusteecreditor or equity holder of Pledgor or against any officer, director, partner, member, employee or agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any such party or of Pledgor, by the foregoing (the “Exculpated Parties”) for the payment enforcement of any amounts payable hereunder assessment or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuerproceeding, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 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, (ii) constitute a waiver, release or discharge by virtue of any indebtedness statute or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, 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 Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyotherwise.

Limited Recourse. Notwithstanding any other provision of [Each] Debtor shall be liable for all representations, warranties, covenants, and obligations set forth in this Pledge Agreement, the Notes or the Indenture, the obligations of the Issuer hereunder and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and but shall not thereafter be reinstatedotherwise be liable to repay any Principal Debt. No recourse shall be had against any principalmanager, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate partner of [any] Debtor (which is not a Loan Party) or any transferee (which is not a Loan Party) of any Collateral securing the Obligation to the extent such transfer is permitted by the terms of the Issuer Loan Documents or is otherwise made with the prior written consent of each requisite Lender shall be personally liable for any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns obligations of any of the foregoing (the “Exculpated Parties”Parent, except as set forth below. This Paragraph 10(k) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (ia) prevent or restrict recourse to the Collateral for securing the sums due Obligation or to become due under any security, instrument or agreement which is part of the Collateral, (ii) constitute a waiver, release release, or discharge of the Obligation, but the Obligation shall remain outstanding until paid or discharged; (b) limit any indebtedness or obligation of the Issuer under the NotesRights, claims for damages, or secured recourse of Administrative Agent, the Lenders, or the Issuing Lenders or their respective transferees or assigns as a result of (i) any knowing or willful breach by the Indenture, until the Collateral has been realized, whereupon any Person of any representation or warranty of such outstanding indebtedness Person made under or pursuant to this Pledge Agreement or any other Loan Document or (ii) any knowing or willful breach of any covenant or other obligation shall be extinguished, by any Person under this Pledge Agreement or any other Loan Document; or (iiic) limit the right Right of any Person to name [any] Debtor or any transferee of any interest in the Issuer Collateral securing the Obligation as a party defendant in any action or suit for a judicial sale or in the exercise of any other remedy under this Pledge Agreement and the or any other Transaction DocumentsLoan Document, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for for, taken, or (if obtained) enforced against any Person referred to in the Issuersecond sentence of this Paragraph 10(k). Notwithstanding the foregoing, (iv) impair the right of any party hereto (other than the Issuer) nothing herein shall be construed to obtain the appointment of a receiver or (v) constitute a waiver by Administrative Agent, the Lenders, or the Issuing Lenders of any right which Rights to damages, other monetary relief, injunctive relief, or any party hereto (other than remedy at Law or equity against [any] Debtor, Loan Party, or any Person referred to in the Issuersecond sentence of this Paragraph 10(k) may have under any applicable insolvency laws by reason of fraud, knowing or willful breach of representations and warranties, willful tortious acts or omissions, gross negligence, or criminal acts.] [Bracketed Language to file a claim be included in Pledge Agreements for the full amount Parents only.] EXECUTED as of the indebtedness or obligations secured day and year first herein set forth. ----------------------------------- , as Debtor By: Name: Title: Pledge Agreement ANNEX A TO PLEDGE AGREEMENT (To be Provided by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a party.[each] Debtor) JURISDICTIONS FOR FILING FINANCING STATEMENTS ANNEX B TO PLEDGE AGREEMENT (To be Provided by [each] Debtor) A. PLEDGED SHARES B. PARTNERSHIP INTERESTS

Limited Recourse. Notwithstanding anything to the contrary contained in this Agreement or in any other provision of this Agreement, the Notes or the Indenture, the obligations of the Issuer hereunder and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-recourse to the Issuerother Loan Documents, its assets and its property other than the Collateralexcept as provided otherwise in this Section, and are payable solely from the Collateral, subject to neither Borrower nor any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes direct or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiaryindirect member, shareholder, partner, memberprincipal, trusteeany Affiliate of Borrower, any SPE Entity or any Significant Party, employee, officer, director, agent or affiliate of the Issuer representative or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns Affiliate of any of the foregoing them (the “Exculpated Parties”each, a "Related Party") shall have any personal liability for (a) the payment of any amounts sum of money which is or may be payable hereunder or thereunder. No party hereto (under the Note, or any other than Loan Document, including, but not limited to, the Issuer) shall enforce the liability and obligation repayment of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentenceIndebtedness, or (b) the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 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, (ii) constitute a waiver, release performance or discharge of any indebtedness covenants, obligations or obligation undertakings of Borrower hereunder or under any other Loan Document and no monetary or deficiency judgment shall be sought or enforced against Borrower or any Related Party with respect thereto; provided, however, that a judgment may be sought against Borrower to enforce the rights of Lender in, to, or against the Property, including the Receipts, and all other collateral granted as security under any Loan Document and Lender shall have full recourse to and the right to proceed against the Property and such other collateral. Notwithstanding the foregoing, nothing contained herein shall (i) impair the validity of the Issuer under Indebtedness or in any way affect or impair the NotesLien of the Mortgage, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of Lender to enforce any Person to name and all rights and remedies under and by virtue of the Issuer Note, this Agreement, or any other Loan Document (limited, however, as expressly provided otherwise above), including, without limitation, naming Borrower as a party defendant in any action foreclosure action, or suit (ii) limit Lender from pursuing or seeking to enforce the rights of Lender against any third parties, including any guarantor, indemnitor or surety under any guaranty or indemnity delivered in connection with this Agreement, the Note, or otherwise in connection with the Loan. Additionally, the provisions of this Section 7.20 shall not relieve Borrower from any personal liability for, and Borrower (as well as the Guarantors, to the extent provided in the Guaranty) shall be fully and personally liable for, any liabilities, costs, losses (including, without limitation, any reduction in value of the Property, or any other collateral securing the Loan, or the loss of any such collateral or Lender's security interest therein), damages, expenses (including, without limitation, reasonable attorneys' fees and disbursements, and court costs, if any), or claims suffered or incurred by Lender (or any Indemnified Party) by reason of or in connection with the exercise following: (a) fraud or misrepresentation by Borrower, any Related Party or any Guarantor in connection with the Loan; (b) the gross negligence or willful misconduct of such Borrower; (c) physical waste of the Property; (d) the breach of any other remedy under representation, warranty, covenant or indemnification provision in the Environmental Indemnification Agreement or in this Agreement and concerning Environmental Laws or Hazardous Substances with respect to the Property; (e) the removal or disposal of any portion of the in violation of the Loan Documents or after an Event of Default; (f) the misapplication or conversion by Borrower of (i) any insurance proceeds paid by reason of any loss, damage or destruction to the Property, (ii) any awards or other Transaction Documentsamounts received in connection with the condemnation of all or a portion of the Property, so long as no judgment in the nature of a deficiency judgment (iii) any Receipts or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair any monies held in or paid out from any account (including any reserve or escrow) maintained under this Agreement, the right Cash Management Agreement or any of the other Loan Documents; (g) failure of Borrower to pay charges for labor or materials or taxes or other charges that can create liens on any portion of the Property to the extent funds are available from the operation of the Property; (h) failure of Borrower to deliver to Lender any security deposits collected with respect to the Property upon a foreclosure of the Property or action in lieu thereof, except to the extent any such security deposits were applied in accordance with the terms and conditions of any party hereto of the Leases prior to the occurrence of the Event of Default that gave rise to such foreclosure or action in lieu thereof; (i) any damage or destruction of the Property or any part thereof due to fire or other than casualty to the Issuerextent not covered by insurance required hereby but only to the extent the same would have been covered by insurance if Borrower had obtained and maintained the insurance coverage required under this Agreement, and (j) the cost of enforcement of any of Lender's rights or remedies hereunder or under any Guaranty or any of the other Loan Documents or costs incurred in any bankruptcy or similar proceeding which may be brought by or against Borrower. Notwithstanding anything to obtain the appointment contrary in any of a receiver or the Loan Documents (vi) constitute a waiver of Lender shall not be deemed to have waived any right which any party hereto (other than the Issuer) Lender may have under Section 506(a), 506(b), 1111(b) or any applicable insolvency laws other provisions of the U.S. Bankruptcy Code to file a claim for the full amount of the indebtedness or obligations Indebtedness secured by the Indenture Mortgage or to require that the Collateral all collateral shall continue to secure all of the indebtedness or obligations Indebtedness owing to the Noteholders Lender in accordance with the Notes Loan Documents, and (ii) the Transaction Documents Indebtedness shall become fully recourse to which Borrower in the Issuer event that: (A) the first full monthly payment of principal and interest under the Note is not paid when due; (B) Borrower violates the provisions of Article 9 of this Agreement or fails to maintain its status as a partysingle purpose entity in accordance with the provisions of this Agreement; (C) any violation of Sections 5.2 or 5.3 of this Agreement or failure to obtain the prior written consent of Lender to any subordinate financing or other voluntary lien encumbering all or any portion of the Property as required by this Agreement; (D) any violation of Sections 5.1 or 5.7 of this Agreement or failure to obtain the prior written consent of Lender to any assignment, transfer, or conveyance of all or any portion of the Property or any interest therein as required by this Agreement; (E) all or any material portion of the Property shall be forfeited by reason of criminal activity by Borrower or a Related Party; (F) a receiver, liquidator or trustee of Borrower or a Guarantor shall be appointed or if Borrower or a Guarantor shall be adjudicated a bankrupt or insolvent, or if any petition for federal bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by, consented to, or acquiesced in by, any Borrower or a Guarantor or if any proceeding for the dissolution or liquidation of Borrower or the Guarantor shall be instituted by Borrower or Guarantor or any Related Party or (G) following an Event of Default, Borrower, Guarantor or any Related Party delays, hinders or interferes in any material respect with Lender's pursuit of any of its rights or remedies under the Note, this Loan Agreement, the Mortgage or any of the Loan Documents.

Limited Recourse. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer under this Agreement or any certificate or other writing delivered in connection herewith or therewith, against (a) any owner of a beneficial interest in the Issuer or (b) any holder of a beneficial interest in the Issuer in its individual capacity, except as any such Person may have expressly agreed. Notwithstanding any other provision terms of this Agreement, the Notes Notes, any other Transaction Documents or the Indentureotherwise, the obligations of the Issuer hereunder under the Notes, the Indenture, this Agreement and thereunder each other Transaction Document to which it is a party are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests thereinTrust Estate, and following realization of the CollateralTrust Estate and application of the proceeds thereof in accordance with the terms of the Indenture, any claims none of any party hereto under this Agreementthe Noteholders, the Notes Indenture Trustee or any of the Indenture (other than parties to the Issuer) Transaction Documents shall be entitled to take any further steps to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which shall be extinguished and shall not thereafter be reinstatedrevive. No recourse shall be had for the payment of any amount owing in respect of the Notes, the Indenture or this Agreement or for any action or inaction of the Issuer against any principalofficer, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent stockholder or affiliate incorporator of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any of their successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder under the Notes or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 11 shall not (i) prevent recourse to the Collateral Trust Estate for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, Trust Estate or (ii) save as specifically provided therein, constitute a waiver, release or discharge of any indebtedness or obligation of evidenced by the Issuer under the Notes, Notes or secured by the Indenture. It is further understood that the foregoing provisions of this Section 11 shall not, until the Collateral has been realizedsubject to Section 12(m), whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person Person, to name the Issuer as a party defendant in any action or suit proceeding or in the exercise of any other remedy under the Notes or this Agreement and the other Transaction DocumentsAgreement, 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 Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver such Person or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyentity.

Limited Recourse. (a) Notwithstanding any other provision of this Agreement, the Notes or the Indenture, the obligations of the Issuer hereunder and thereunder Borrower under this Agreement are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, Borrower (and not any of its assets and its property Affiliates or any other than the Collateral, and are party) payable solely from the CollateralCollateral in accordance with Section 8.3 and, subject to any prior security interests therein, and following realization of the Collateral, and application of the proceeds thereof in accordance with Section 8.3 all obligations of and any claims of any party hereto under this Agreement, against the Notes Borrower hereunder or the Indenture (other than the Issuer) in connection herewith after such realization shall be extinguished and shall not thereafter be reinstatedrevive. No recourse shall be had against any principalofficer, director, officer, employee, beneficiary, shareholder, member, manager, agent, partner, member, trustee, agent principal or affiliate incorporator of the Issuer Borrower or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any their respective successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in under this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 17.2(a) 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, Collateral or (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured evidenced by the Indenture, this Agreement until the such Collateral has been realized, whereupon any such outstanding indebtedness or obligation . It is further understood that the foregoing provisions of this Section 17.2(a) shall be extinguished, (iii) not limit the right of any Person to name the Issuer Borrower as a party defendant in any action or suit proceeding or in the exercise of any other remedy under this Agreement and the other Transaction DocumentsAgreement, 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 IssuerBorrower. (b) No recourse under any obligation, covenant or agreement of a Lender contained in this Agreement shall be had against any incorporator, stockholder, officer, director, member, manager, employee or agent of any Lender or any of their respective Affiliates (ivsolely by virtue of such capacity) impair 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 this Agreement is solely a corporate obligation of each Lender, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or agent of any Lender or any of their respective Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of a Lender contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by a Lender of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. Notwithstanding anything to the contrary in this Agreement or in any of the Transaction Documents, the parties hereto acknowledge that the obligations of any Conduit Lender arising hereunder are limited recourse obligations payable solely from the unsecured assets of such Conduit Lender (the “Available Funds”) and, following the application of such Available Funds or the proceeds thereof, any claims of the parties hereto (and the obligations of such Conduit Lender) shall be extinguished. No recourse shall 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 Lender personally; provided that the foregoing shall not relieve any such Persons from any liability they might otherwise have as a result of fraudulent actions taken or omissions made by them. 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 Lender 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 Issuertermination of this Agreement. Each Conduit Lender shall only be required to pay (a) any fees or liabilities that it may incur under this Agreement only to obtain the appointment extent such Conduit Lender has Excess Funds on the date of a receiver such determination and (b) any expenses, indemnities or (v) constitute a waiver of other liabilities that it may incur under this Agreement or any right which any party hereto (fees, expenses, indemnities or other than the Issuer) may have liabilities under any applicable insolvency laws other Transaction Document only to file a claim the extent such Conduit Lender receives funds designated for such purposes or to the extent it has Excess Funds not required, after giving effect to all amounts on deposit in its commercial paper account, to pay or provide for the full amount payment of all of its outstanding commercial paper notes and other amounts in accordance with its applicable transaction documents as of the indebtedness or obligations secured date of such determination. In addition, no amount owing by the Indenture or to require that the Collateral shall continue to secure all any Conduit Lender hereunder in excess of the indebtedness or obligations owing liabilities that such Conduit Lender is required to the Noteholders pay in accordance with the Notes and preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Transaction Documents to which the Issuer is a partyBankruptcy Code) against such Conduit Lender.

Limited Recourse. Notwithstanding The Borrower hereby agrees that it shall have recourse in respect of any claim against the Lender only to sums in respect of principal, interest or other amounts (if any), as the case may be, received (after deduction or withholding of such taxes or duties as may be required to be made by the Lender by law in respect of such sum or in respect of the Notes and for which the Lender has not received a corresponding payment (also after deduction or withholding of such taxes or duties as may be required to be made by the Lender in respect thereof) pursuant to this Agreement) by or for the account of the Lender pursuant to this Agreement (the “Lender Assets”), subject always (i) to the Security Interests (as defined in the Trust Deed) and (ii) to the fact that any claims of the Joint Lead Managers under the Subscription Agreement shall rank in priority to any claims of the Borrower hereunder, and that any such claim by any and all such Joint Lead Managers or the Borrower shall be reduced pro rata so that the total of all such claims does not exceed the aggregate value of the Lender Assets after meeting claims secured on them. The Trustee having realised the same, neither the Borrower nor any person acting on its behalf shall be entitled to take any further steps against the Lender to recover any further sums and no debt shall be owed by the Lender to such person in respect of any such further sum. In particular, neither the Borrower nor any person acting on its behalf) shall be entitled at any time to institute against the Lender, or join with any other provision person as instituting or joining, insolvency proceedings (or any proceedings mentioned in the paragraph above) against the Lender. The Borrower shall have no recourse against any director, shareholder, or officer of the Lender in respect of any obligations, covenants or agreement entered into or made by the Lender in respect of this Agreement, except to the Notes extent that any such person acts in bad faith or is negligent in the Indenturecontext of its obligations. The provisions of this Clause 23 shall survive the termination of this Agreement. Schedule‌ RZD Capital P.L.C. 0xx Xxxxx, the obligations Xxxxxxxxxx Xxxxx Xxxxxx Xxxxxx Xxxxxx 0 Xxxxxxx CC: BNY Mellon Corporate Trustee Services Limited Dear Sirs This certificate is delivered to you in accordance with Clause 10.3.2 of the Issuer hereunder and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing Loan Agreement dated 8 December 2020 (the “Exculpated PartiesLoan Agreement”) for and made between RZD Capital P.L.C. (the payment “Lender”), and Joint Stock Company “Russian Railways” (the “Borrower”). All words and expressions defined in the Loan Agreement shall (save as otherwise provided herein or unless the context otherwise requires) have the same meanings herein. (a) As at [●]1, no Event of any amounts payable hereunder Default or thereunder. No party hereto (Potential Event of Default existed [other than [●]]2 and no Event of Default or Potential Event of Default had existed at any time since [●]3 [the Issuer) shall enforce the liability and obligation date of the Issuer last certificate delivered under Clause 10.3.24 [other than [●]]]5; (b) As at [●], there has been no Change of Control as defined in the Loan Agreement; and (c) From and including [●]3 [the date of the last certificate delivered under Clause 10.3.2]4 to perform and observe the obligations contained in this Agreementincluding [●]1, the Notes and Borrower confirms that it is complying with its obligations under the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated PartiesLoan Agreement. It is understood that the foregoing provisions Title: 1 The date of this Section 5.13 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 delivery of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, 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 Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partycertificate.

Limited Recourse. Notwithstanding any other provision of this anything to the contrary contained herein or in the Security Agreement, except as otherwise provided in this Section 2, neither Guarantor nor any of its shareholders, officers, directors, partners, employees, agents or other representatives ("Other Persons") shall have any personal liability for the Notes or the Indenture, the obligations of the Issuer hereunder and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto Obligations under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the IssuerGuaranty, or any successors for the obligation to observe, perform or assigns of discharge any of the foregoing (terms, covenants or conditions contained herein or in the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained Security Agreement, and, except as otherwise provided in this AgreementSection 2, the Notes and the (a) no attachment, execution, writ or other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability process shall be sought and no judicial proceeding shall be initiated by or on behalf of Lender against Guarantor or any Other Person as a result of a breach or default under this Guaranty or the Security Agreement, except to the extent that such attachment, execution, writ or judicial proceeding shall be necessary to enforce any of the rights, remedies or recourses of Lender against or with reference to the right to receive Distributions with respect to the Interests (as defined in the Security Agreement), and (b) in the event that any suit is brought hereunder or under the Security Agreement, any judgment obtained in or as a result of such suit shall be enforceable and/or enforced solely against the Issuer, subject right to receive Distributions with respect to the following sentenceInterests; provided, however, that nothing herein contained shall be construed to: (i) be a release or impairment of Guarantor's obligations hereunder, under the Exculpated Parties. It is understood that Security Agreement or under the foregoing Loan Documents, (ii) prevent Lender from exercising and enforcing, consistent with the provisions of this Section 5.13 shall not (i) prevent recourse to 2, any other remedy allowed at law or in equity or by statute or by the Collateral for terms hereof, or by the sums due or to become due under any security, instrument or agreement which is part terms of the Collateral, (ii) constitute a waiver, release Security Agreement or discharge of any indebtedness or obligation of the Issuer under the Notes, Loan Documents; or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) prevent Lender from recovering from Guarantor, or limit the right Lender's recourse against Guarantor for, any funds, damages or costs (including, without limitation, reasonable legal expenses) incurred by Lender as a result of any Person to name the Issuer as a party defendant willful act or omission in bad faith or any action fraudulent act or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, 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 Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyomission.

Limited Recourse. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer under this Agreement or any certificate or other writing delivered in connection herewith or therewith, against (a) any owner of a beneficial interest in the Issuer or (b) any holder of a beneficial interest in the Issuer in its individual capacity, except as any such Person may have expressly agreed. Notwithstanding any other provision terms of this Agreement, the Notes Notes, any other Transaction Documents or the Indentureotherwise, the obligations of the Issuer hereunder under the Notes, the Indenture, this Agreement and thereunder each other Transaction Document to which it is a party are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests thereinTrust Estate, and following realization of the CollateralTrust Estate and application of the proceeds thereof in accordance with the terms of the Indenture, any claims none of any party hereto under this Agreementthe Noteholders, the Notes Indenture Trustee or any of the Indenture (other than parties to the Issuer) Transaction Documents shall be entitled to take any further steps to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which shall be extinguished and shall not thereafter be reinstatedrevive. No recourse shall be had for the payment of any amount owing in respect of the Notes, the Indenture or this Agreement or for any action or inaction of the Issuer against any principalofficer, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent stockholder or affiliate incorporator of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any of their successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder under the Notes or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 11 shall not (i) prevent recourse to the Collateral Trust Estate for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, Trust Estate or (ii) save as specifically provided therein, constitute a waiver, release or discharge of any indebtedness or obligation of evidenced by the Issuer under the Notes, Notes or secured by the Indenture. It is further understood that the foregoing provisions of this Section 11 shall not, until the Collateral has been realizedsubject to Section 12(l) hereof, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person Person, to name the Issuer as a party defendant in any action or suit proceeding or in the exercise of any other remedy under the Notes or this Agreement and the other Transaction DocumentsAgreement, 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 Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver such Person or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyentity. Section 12.

Limited Recourse. Notwithstanding any other provision terms of this AgreementBase Indenture, the Notes Notes, any other Transaction Documents or the Indentureotherwise, the obligations of the Issuer hereunder under the Notes, this Base Indenture and thereunder each other Transaction Document to which it is a party are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests thereinTrust Estate, and following realization of the CollateralTrust Estate and application of the proceeds thereof in accordance with the terms of this Base Indenture, any claims none of any party hereto under this Agreementthe Noteholders, the Notes Indenture Trustee or any of the Indenture (other than parties to the Issuer) Transaction Documents shall be entitled to take any further steps to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which shall be extinguished and shall not thereafter revive. Subject to the foregoing and to the terms of the applicable Indenture Supplement, each Noteholder will, however, have the absolute and unconditional right to receive payment of all amounts due with respect to the Notes pursuant and respect to the terms of the Indenture, which right shall not be reinstatedimpaired without the consent of each Noteholder and to initiate suit for the enforcement of any such payment, which right shall not be impaired without the consent of such Noteholder. No recourse shall be had for the payment of any amount owing in respect of the Notes or this Base Indenture or for any action or inaction of the Issuer against any principalofficer, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent equity holder or affiliate organizer of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any of their successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, under the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Partiesthis Base Indenture. It is understood that the foregoing provisions of this Section 5.13 8.9 shall not (i) prevent recourse to the Collateral Trust Estate for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, Trust Estate or (ii) save as specifically provided therein, constitute a waiver, release or discharge of any indebtedness or obligation of evidenced by the Issuer under the Notes, Notes or secured by this Base Indenture. It is further understood that the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation foregoing provisions of this Section 8.9 shall be extinguished, (iii) not limit the right of any Person Person, to name the Issuer as a party defendant in any action or suit proceeding or in the exercise of any other remedy under the Notes or this Agreement and the other Transaction DocumentsBase Indenture, 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 Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver such Person or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyentity.

Limited Recourse. (a) Notwithstanding any other provision of this Agreement, the Notes or the Indenture, the obligations of the Issuer hereunder and thereunder Borrower under this Agreement are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, Borrower (and not any of its assets and its property Affiliates or any other than the Collateral, and are party) payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstatedCollateral in accordance with Section 8.3. No recourse shall be had against any principalofficer, director, officer, employee, beneficiary, shareholder, member, manager, agent, partner, member, trustee, agent principal or affiliate incorporator of the Issuer Borrower or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any their respective successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in under this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 17.12(a) 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, Collateral or (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured evidenced by the Indenture, this Agreement until the such Collateral has been realized, whereupon any such outstanding indebtedness or obligation . It is further understood that the foregoing provisions of this Section 17.12(a) shall be extinguished, (iii) not limit the right of any Person to name the Issuer Borrower as a party defendant in any action or suit proceeding or in the exercise of any other remedy under this Agreement and the other Transaction DocumentsAgreement, 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 IssuerBorrower. (b) No recourse under any obligation, (iv) impair the right covenant or agreement of a Lender contained in this Agreement shall be had against any incorporator, stockholder, officer, director, member, manager, employee or agent of any party hereto Lender or any of their respective Affiliates (other than solely by virtue of such capacity) by the Issuerenforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely a corporate obligation of each Lender, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or agent of any Lender or any of their respective Affiliates (solely by virtue of such capacity) to obtain or any of them under or by reason of any of the appointment obligations, covenants or agreements of a receiver Lender contained in this Agreement, or (v) constitute implied therefrom, and that any and all personal liability for breaches by a waiver Lender of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a claim condition of and in consideration for the full amount execution of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partythis Agreement.

Limited Recourse. Notwithstanding any other provision terms of this AgreementIndenture Supplement, the Notes Series 2013-T3 Notes, any other Transaction Documents or the Indentureotherwise, the obligations of the Issuer hereunder under the Series 2013-T3 Notes, this Indenture Supplement and thereunder each other Transaction Document to which it is a party are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests thereinTrust Estate, and following realization of the CollateralTrust Estate and application of the proceeds thereof in accordance with the terms of this Indenture Supplement, any claims none of any party hereto under this Agreementthe Holders of Series 2013-T3 Notes, the Notes Indenture Trustee or any of the Indenture (other than parties to the Issuer) Transaction Documents shall be entitled to take any further steps to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which shall be extinguished and shall not thereafter be reinstatedrevive. No recourse shall be had for the payment of any amount owing in respect of the Series 2013-T3 Notes or this Indenture Supplement or for any action or inaction of the Issuer against any principalofficer, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent stockholder or affiliate incorporator of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any of their successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder under the Series 2013-T3 Notes or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated PartiesIndenture Supplement. It is understood that the foregoing provisions of this Section 5.13 15 shall not (ia) prevent recourse to the Collateral Trust Estate for the sums due or to become due under any security, instrument or agreement which is part of the CollateralTrust Estate or (b) save as specifically provided therein, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of evidenced by the Issuer under the Notes, Series 2013-T3 Notes or secured by this Indenture Supplement. It is further understood that the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation foregoing provisions of this Section 15 shall be extinguished, (iii) not limit the right of any Person to name the Issuer as a party defendant in any action or suit proceeding or in the exercise of any other remedy under the Series 2013-T3 Notes or this Agreement and the other Transaction DocumentsIndenture Supplement, 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 Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver such Person or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyentity.

Limited Recourse. Notwithstanding any other provision terms of this AgreementIndenture Supplement, the Notes Series 2013-VF1 Notes, any other Transaction Documents or the Indentureotherwise, the obligations of the Issuer hereunder under the Series 2013-VF1 Notes, this Indenture Supplement and thereunder each other Transaction Document to which it is a party are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests thereinTrust Estate, and following realization of the CollateralTrust Estate and application of the proceeds thereof in accordance with the terms of this Indenture Supplement, any claims none of any party hereto under this Agreementthe Noteholders of Series 2013-VF1 Notes, the Notes Indenture Trustee or any of the Indenture (other than parties to the Issuer) Transaction Documents shall be entitled to take any further steps to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which shall be extinguished and shall not thereafter be reinstatedrevive. No recourse shall be had for the payment of any amount owing in respect of the Series 2013-VF1 Notes or this Indenture Supplement or for any action or inaction of the Issuer against any principalofficer, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent stockholder or affiliate incorporator of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any of their successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder under the Series 2013-VF1 Notes or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated PartiesIndenture Supplement. It is understood that the foregoing provisions of this Section 5.13 15 shall not (ia) prevent recourse to the Collateral Trust Estate for the sums due or to become due under any security, instrument or agreement which is part of the CollateralTrust Estate or (b) save as specifically provided therein, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of evidenced by the Issuer under the Notes, Series 2013-VF1 Notes or secured by this Indenture Supplement. It is further understood that the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation foregoing provisions of this Section 15 shall be extinguished, (iii) not limit the right of any Person to name the Issuer as a party defendant in any action or suit proceeding or in the exercise of any other remedy under the Series 2013-VF1 Notes or this Agreement and the other Transaction DocumentsIndenture Supplement, 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 Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver such Person or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyentity.

Limited Recourse. Notwithstanding any other provision of this Agreement, anything to the Notes contrary herein or otherwise in the Indenture, the Series 2018-1 Notes are nonrecourse obligations solely of the Issuer hereunder Issuers and thereunder are limited-recourse obligations shall be payable only from the Collateral Pool. Upon the exhaustion of the Issuer. Such obligations are non-recourse to Collateral included in the IssuerCollateral Pool, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization liabilities of the CollateralIssuers hereunder shall be extinguished. Each Series 2018-1 Noteholder shall be deemed to have agreed, by acceptance of its Series 2018-1 Note, not to file or join in filing any claims petition in bankruptcy or commence any similar proceeding in respect of any party hereto Issuer for a period of two (2) years and thirty-one (31) days following payment in full of all of the Notes (including the Series 2018-1 Notes) issued or co-issued by the Issuers under this Agreementthe Indenture. Notwithstanding the foregoing, the Notes or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principalTrustee, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate on behalf of the Issuer or any person owningSeries 2018-1 Noteholders, directly or indirectly, any legal or beneficial interest in shall have the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall right to enforce the liability and obligation of the any Issuer to perform and observe the obligations contained in this Agreementhereunder, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issueror otherwise, subject to the following sentenceextent of any loss, damage, cost, expense, liability, claim or other obligation incurred by such Noteholders (including attorneys’ fees and costs reasonably incurred) arising out of or in connection with the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not following: (i) prevent recourse to fraud or intentional misrepresentation by such Issuer in connection with the Collateral for Series 2018-1 Notes, the sums due or to become due under Indenture and/or any security, instrument or agreement which is part of the Collateral, other Transaction Documents; (ii) constitute a waiver, release intentional acts constituting gross negligence or discharge willful misconduct or bad faith of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, Issuer; (iii) limit the right intentional destruction or waste of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, 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 Property by such Issuer, ; (iv) impair the right breach of any party hereto (representation, warranty, covenant or indemnification provision in the Indenture or any other than the Issuer) to obtain the appointment of a receiver Transaction Document concerning Environmental Laws, Hazardous Substances or Asbestos; (v) constitute a waiver the removal or disposal of any right portion of any Property during the continuation of an Event of Default; (vi) the misapplication or conversion by such Issuer of (A) any Insurance Proceeds, (B) any Condemnation Proceeds, (C) any Monthly Lease Payments following an Event of Default, (D) any Monthly Lease Payments paid more than one month in advance, (E) any premiums for any Property Insurance Policies required under the Property Management Agreement received by such Issuer from any third party or Tenant or (F) any funds received by such Issuer for payment of Taxes or other charges that can create liens on any portion of any Property; or (vii) any security deposits (including letters of credit) collected with respect to any Property which any party hereto (other than the Issuer) may have under any applicable insolvency laws are not delivered to file a claim for the full amount of the indebtedness or obligations secured by the Indenture Trustee upon a foreclosure of such Property or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing other action in lieu thereof, except to the Noteholders extent any such security deposits were applied in accordance with the Notes terms and conditions of any of the Transaction Documents Leases prior to which the Issuer is a partyoccurrence of the Event of Default that gave rise to such sale or foreclosure or action in lieu thereof.

Limited Recourse. Notwithstanding any other provision terms of this AgreementIndenture Supplement, the Notes Series 2015-VF1 Notes, any other Transaction Documents or the Indentureotherwise, the obligations of the Issuer hereunder under the Series 2015-VF1 Notes, this Indenture Supplement and thereunder each other Transaction Document to which it is a party are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests thereinTrust Estate, and following realization of the CollateralTrust Estate and application of the proceeds thereof in accordance with the terms of this Indenture Supplement, any claims none of any party hereto under this Agreementthe Noteholders of Series 2015-VF1 Notes, the Notes Indenture Trustee or any of the Indenture (other than parties to the Issuer) Transaction Documents shall be entitled to take any further steps to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which shall be extinguished and shall not thereafter be reinstatedrevive. No recourse shall be had for the payment of any amount owing in respect of the Series 2015-VF1 Notes or this Indenture Supplement or for any action or inaction of the Issuer against any principalofficer, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent stockholder or affiliate incorporator of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any of their successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder under the Series 2015-VF1 Notes or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated PartiesIndenture Supplement. It is understood that the foregoing provisions of this Section 5.13 16 shall not (ia) prevent recourse to the Collateral Trust Estate for the sums due or to become due under any security, instrument or agreement which is part of the CollateralTrust Estate or (b) save as specifically provided therein, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of evidenced by the Issuer under the Notes, Series 2015-VF1 Notes or secured by this Indenture Supplement. It is further understood that the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation foregoing provisions of this Section 16 shall be extinguished, (iii) not limit the right of any Person to name the Issuer as a party defendant in any action or suit proceeding or in the exercise of any other remedy under the Series 2015-VF1 Notes or this Agreement and the other Transaction DocumentsIndenture Supplement, 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 Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver such Person or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyentity.

Limited Recourse. Notwithstanding any other provision terms of this AgreementIndenture Supplement, the Notes Series 2023-GTL1 Loan, the Series 2023-GTL1 Promissory Term Notes, any other Transaction Documents or the Indentureotherwise, the obligations of the Issuer hereunder under the Series 2023-GTL1 Promissory Term Notes, this Indenture Supplement and thereunder each other Transaction Document to which it is a party are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests thereinTrust Estate, and following realization of the CollateralTrust Estate and application of the proceeds thereof in accordance with the terms of this Indenture Supplement, any claims none of any party hereto under this Agreementthe Lenders, the Notes Indenture Trustee or any of the Indenture (other than parties to the Issuer) Transaction Documents shall be entitled to take any further steps to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which shall be extinguished and shall not thereafter be reinstatedrevive. No recourse shall be had for the payment of any amount owing in respect of this Indenture Supplement or for any action or inaction of the Issuer against any principalofficer, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent stockholder or affiliate incorporator of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any of their successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder under the Series 2023-GTL1 Loan or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated PartiesIndenture Supplement. It is understood that the foregoing provisions of this Section 5.13 14 shall not (ia) prevent recourse to the Collateral Trust Estate for the sums due or to become due under any security, instrument or agreement which is part of the CollateralTrust Estate, including without limitation, the PC Guaranty and the PMT Guaranty or (iib) save as specifically provided therein, constitute a waiver, release or discharge of the Series 2023-GTL1 Loan or any indebtedness or obligation of evidenced by the Issuer under the Notes, Series 2023-GTL1 Promissory Term Notes or secured by this Indenture Supplement. It is further understood that the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation foregoing provisions of this Section 14 shall be extinguished, (iii) not limit the right of any Person to name the Issuer as a party defendant in any action or suit proceeding or in the exercise of any other remedy under this Agreement and the other Transaction DocumentsIndenture Supplement, 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 Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver such Person or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyentity.

Limited Recourse. Notwithstanding any other provision of this Agreement, the Notes or the Indenture, the obligations The liability of the Issuer Trust in relation to this Agreement and any Transaction hereunder and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-is limited in recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims Trust and proceeds thereof applied in accordance with the Indenture and the Sale and Servicing Agreement. Upon exhaustion of any party hereto under this the assets of the Trust and proceeds thereof in accordance with the Indenture and the Sale and Servicing Agreement, MLCS shall not be entitled to take any further steps against the Notes Trust to recover any sums due but still unpaid hereunder or the Indenture (other than the Issuer) thereunder, all claims in respect of which shall be extinguished and shall not thereafter be reinstatedextinguished. No recourse shall may be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) taken for the payment of any amounts payable hereunder amount owing in respect of any obligation of, or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreementclaim against, the Notes Trust arising out of or based upon this Agreement or any Transaction hereunder against any holder of a beneficial interest, employee, officer or Affiliate thereof and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability no recourse shall be sought taken for the payment of any amount owing in respect of any obligation of, or claim against, the Trust based upon or arising out of this Agreement against the IssuerAdministrator, subject to the following sentenceSeller, the Servicer, the Indenture Trustee, the Owner Trustee, the Delaware Trustee or the Exculpated Parties. It is understood any stockholder, holder of a beneficial interest, employee, officer, director, incorporator or Affiliate thereof; provided, however, that the foregoing shall not relieve any such person or entity from any liability they might otherwise have as a result of willful misconduct, bad faith or negligence. In furtherance of and not in derogation of the foregoing, MLCS acknowledges and agrees that it shall have no right, title or interest in or to the Other Assets of the Seller. To the extent that, notwithstanding the agreements and provisions contained in the preceding paragraph, MLCS either (i) asserts an interest or claim to, or benefit from, Other Assets, or (ii) is deemed to have any such interest, claim to, or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), then MLCS further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and shall be expressly subordinated to the indefeasible payment in full, which, under the terms of the relevant documents relating to the securitization or conveyance of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Seller), including the payment of post-petition interest on such other obligations and liabilities. This subordination agreement shall be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Trust further acknowledges and agrees that no adequate remedy at law exists for a breach of this Part 5(e)(vi) and the terms of this Part 5(e)(vi) may be enforced by an action for specific performance. The provisions of this Section 5.13 Part 5(e)(vi) shall not (i) prevent recourse to the Collateral be for the sums due or third party benefit of those entitled to become due under any security, instrument or agreement which is part rely thereon and shall survive the termination of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, 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 Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyAgreement.

Limited Recourse. Notwithstanding The Secured Party agrees, that, ---------------- except as hereinafter set forth, Secured Party's rights in respect of the Obligations and any other provision of this claim or liability under the Purchase Agreement, the Notes Note or the Indenturethis Agreement (collectively, the obligations of "Note Documents") asserted against Pledgor by the Issuer hereunder Secured Party shall be limited to satisfaction out of, and thereunder are limited-recourse obligations of enforcement against, the IssuerPledged Collateral. Such obligations are non-recourse Notwithstanding anything to the Issuercontrary contained herein, its assets and its property in any other than the CollateralNote Document or in any other document, and are payable solely from the Collateral, subject certificate or instrument executed or to any prior security interests therein, and following realization of the Collateral, any claims of any party be executed by Pledgor pursuant hereto under this Agreementor thereto, the Notes Secured Party further acknowledges and agrees that neither Pledgor nor any past, present or future relatives, partners, agents, or representatives of Pledgor (together with Pledgor, collectively, the Indenture (other than the Issuer"Nonrecourse Parties") shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against have any principalliability to the Secured Party (such liability, directorincluding such as may arise by operation of law, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”being expressly waived) for the payment of any amounts payable hereunder sums now or thereunderhereafter owing by Pledgor under any of the Note Documents or for the performance of any of the obligations of Pledgor contained herein or therein or shall otherwise be liable or responsible with respect thereto, except as set forth in this Section 15.3. No party hereto Pledgor acknowledges that the Collateral shall not be subject to the limitations set forth in this Section 15.3. If any Event of Default shall occur and be continuing or if any claim of the Secured Party or the Holder against Pledgor or alleged liability to the Secured Party of Pledgor shall be asserted under any Note Document, Secured Party agrees, for itself and on behalf of the Holder, that, except as hereinafter set forth, the Secured Party shall not have the right to proceed directly or indirectly (except by means of actions against the Collateral) against the Nonrecourse Parties or against their respective properties and assets (other than the IssuerCollateral) for the satisfaction of such indebtedness or of any such claim or liability or for any deficiency judgment (except to the extent enforceable against the Collateral) in respect of such indebtedness or any such claim or liability. The foregoing acknowledgments, agreements and waivers shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained be enforceable by any Nonrecourse Party. The limitations on recourse set forth in this Agreement, Section 15.3 shall survive the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 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, (ii) constitute a waiver, release or discharge termination of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, 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 Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes Note Documents and the Transaction Documents to which full payment and performance of all obligations under the Issuer is a partyNote and under the other Note Documents.

Limited Recourse. Notwithstanding anything to the contrary contained herein or in the Guaranty, except as otherwise provided in this Section 7.8, neither Pledgor nor any of its shareholders, officers, directors, partners, employees, agents or other provision of representatives ("Other Persons") shall have any personal liability for the Secured Obligations under this Pledge and Security Agreement, or for the Notes obligation to observe, perform or discharge any of the terms, covenants or conditions contained herein or in the Guaranty, and, except as otherwise provided in this Section 7.8, (a) no attachment, execution, writ or other process shall be sought and no judicial proceeding shall be initiated by or on behalf of Pledgee against Pledgor or any Other Person as a result of a breach or default under this Pledge and Security Agreement or the IndentureGuaranty, except to the obligations extent that such attachment, execution, writ or judicial proceeding shall be necessary to enforce any of the Issuer hereunder and thereunder are limited-recourse obligations rights, remedies or recourses of the Issuer. Such obligations are non-recourse Pledgee against or with reference to the Issuer, its assets and its property other than the Collateral, and are payable (b) in the event that an suit is brought hereunder or under the Guaranty, any judgment obtained in or as a result of such suit shall be enforceable and/or enforced solely from against the Collateral; provided, subject to however, that nothing herein contained shall be construed to: (i) be a release or impairment of Pledgor's obligations hereunder or under the Guaranty, (ii) prevent Pledgee from exercising and enforcing, consistent with the provisions of this Section 7.8, any prior security interests therein, and following realization other remedy allowed at law or in equity or by statute or by the terms hereof or of the CollateralGuaranty or (iii) prevent Pledgee from recovering from Pledgor (or any such Other Person), or limit Pledgee's recourse against Pledgor (or any such Other Person) for, any claims funds, damages or costs (including, without limitation, reasonable legal expenses) incurred by Pledgee as a result of any party hereto under this Agreement, the Notes willful act or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectlyomission in bad faith, any legal fraudulent act or beneficial interest in the Issueromission, or any successors or assigns breach of any of the foregoing (following sections of this Pledge and Security Agreement: Section 2.4, the “Exculpated Parties”) for first sentence of Section 4.2, Section 4.3(a), Section 4.4, Section 4.5 and Section 4.7(ii). Nothing in this Section 7.8 shall be deemed to increase the payment liability of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to such Other Person beyond that which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 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, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Other Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, 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 Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount partnership agreement of the indebtedness Pledgor or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyunder law.

Limited Recourse. Notwithstanding any other provision terms of this AgreementIndenture Supplement, the Notes Series 2023-FTL1 Loan, the Series 2023-FTL1 Promissory Term Notes, any other Transaction Documents or the Indentureotherwise, the obligations of the Issuer hereunder under the Series 2023-FTL1 Promissory Term Notes, this Indenture Supplement and thereunder each other Transaction Document to which it is a party are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests thereinTrust Estate, and following realization of the CollateralTrust Estate and application of the proceeds thereof in accordance with the terms of this Indenture Supplement, any claims none of any party hereto under this Agreementthe Lenders, the Notes Indenture Trustee or any of the Indenture (other than parties to the Issuer) Transaction Documents shall be entitled to take any further steps to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which shall be extinguished and shall not thereafter be reinstatedrevive. No recourse shall be had for the payment of any amount owing in respect of this Indenture Supplement or for any action or inaction of the Issuer against any principalofficer, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent stockholder or affiliate incorporator of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any of their successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder under the Series 2023- FTL1 Loan or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated PartiesIndenture Supplement. It is understood that the foregoing provisions of this Section 5.13 14 shall not (ia) prevent recourse to the Collateral Trust Estate for the sums due or to become due under any security, instrument or agreement which is part of the CollateralTrust Estate, including without limitation, the PC Guaranty and the PMT Guaranty or (iib) save as specifically provided therein, constitute a waiver, release or discharge of the Series 2023-FTL1 Loan or any indebtedness or obligation of evidenced by the Issuer under the Notes, Series 2023-FTL1 Promissory Term Notes or secured by this Indenture Supplement. It is further understood that the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation foregoing provisions of this Section 14 shall be extinguished, (iii) not limit the right of any Person to name the Issuer as a party defendant in any action or suit proceeding or in the exercise of any other remedy under this Agreement and the other Transaction DocumentsIndenture Supplement, 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 Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver such Person or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyentity.

Limited Recourse. Notwithstanding any other provision terms of this AgreementIndenture Supplement, the Notes Series 2013-T3 Notes, any other Transaction Documents or the Indentureotherwise, the obligations of the Issuer hereunder under the Series 2013-T3 Notes, this Indenture Supplement and thereunder each other Transaction Document to which it is a party are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests thereinTrust Estate, and following realization of the CollateralTrust Estate and application of the proceeds thereof in accordance with the terms of this Indenture Supplement, any claims none of any party hereto under this Agreementthe Noteholders of Series 2013-T3 Notes, the Notes Indenture Trustee or any of the Indenture (other than parties to the Issuer) Transaction Documents shall be entitled to take any further steps to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which shall be extinguished and shall not thereafter be reinstatedrevive. No recourse shall be had for the payment of any amount owing in respect of the Series 2013-T3 Notes or this Indenture Supplement or for any action or inaction of the Issuer against any principalofficer, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent stockholder or affiliate incorporator of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any of their successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder under the Series 2013-T3 Notes or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated PartiesIndenture Supplement. It is understood that the foregoing provisions of this Section 5.13 15 shall not (ia) prevent recourse to the Collateral Trust Estate for the sums due or to become due under any security, instrument or agreement which is part of the CollateralTrust Estate or (b) save as specifically provided therein, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of evidenced by the Issuer under the Notes, Series 2013-T3 Notes or secured by this Indenture Supplement. It is further understood that the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation foregoing provisions of this Section 15 shall be extinguished, (iii) not limit the right of any Person to name the Issuer as a party defendant in any action or suit proceeding or in the exercise of any other remedy under the Series 2013-T3 Notes or this Agreement and the other Transaction DocumentsIndenture Supplement, 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 Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver such Person or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyentity.

Limited Recourse. Notwithstanding any other provision of this Agreement, the Notes or the Indenture, the obligations of the Issuer hereunder and thereunder Borrower under this Agreement are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets Borrower (and its property not any of their Affiliates or any other than the Collateral, and are party) payable solely from the CollateralCollateral in accordance with Section 8.3 and, subject to any prior security interests therein, and following realization of the Collateral, and application of the proceeds thereof in accordance with Section 8.3 all obligations of and any claims of any party hereto under this Agreement, against the Notes Borrower hereunder or the Indenture (other than the Issuer) in connection herewith after such realization shall be extinguished and shall not thereafter be reinstatedrevive. No recourse shall be had against any principalofficer, director, officer, employee, beneficiary, shareholder, member, manager, agent, partner, member, trustee, agent principal or affiliate incorporator of the Issuer Borrower or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any their respective successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in under this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 17.12 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, Collateral or (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured evidenced by the Indenture, this Agreement until the such Collateral has been realized, whereupon any such outstanding indebtedness or obligation . It is further understood that the foregoing provisions of this Section 17.12 shall be extinguished, (iii) not limit the right of any Person to name the Issuer Borrower as a party defendant in any action or suit proceeding or in the exercise of any other remedy under this Agreement and the other Transaction DocumentsAgreement, 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 IssuerBorrower. No recourse under any obligation, covenant or agreement of a Lender contained in this Agreement shall be had against any incorporator, stockholder, officer, director, member, manager, employee or agent of any Lender or any of their respective Affiliates (ivsolely by virtue of such capacity) impair 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 this Agreement is solely a corporate obligation of each Lender, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or agent of any Lender or any of their respective Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of a Lender contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by a Lender of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. Notwithstanding anything to the contrary in this Agreement or in any of the Transaction Documents, the parties hereto acknowledge that the obligations of any Conduit Lender arising hereunder are limited recourse obligations payable solely from the unsecured assets of such Conduit Lender (the “Available Funds”) and, following the application of such Available Funds or the proceeds thereof, any claims of the parties hereto (and the obligations of such Conduit Lender) shall be extinguished. No recourse shall 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 Lxxxxx personally; provided that the foregoing shall not relieve any such Persons from any liability they might otherwise have as a result of fraudulent actions taken or omissions made by them. 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 Lender 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 Issuertermination of this Agreement. Each Conduit Lender shall only be required to pay (a) any fees or liabilities that it may incur under this Agreement only to obtain the appointment extent such Conduit Lender has Excess Funds on the date of a receiver such determination and (b) any expenses, indemnities or (v) constitute a waiver of other liabilities that it may incur under this Agreement or any right which any party hereto (fees, expenses, indemnities or other than the Issuer) may have liabilities under any applicable insolvency laws other Transaction Document only to file a claim the extent such Conduit Lender receives funds designated for such purposes or to the extent it has Excess Funds not required, after giving effect to all amounts on deposit in its commercial paper account, to pay or provide for the full amount payment of all of its outstanding commercial paper notes and other amounts in accordance with its applicable transaction documents as of the indebtedness or obligations secured date of such determination. In addition, no amount owing by the Indenture or to require that the Collateral shall continue to secure all any Conduit Lender hereunder in excess of the indebtedness or obligations owing liabilities that such Conduit Lender is required to the Noteholders pay in accordance with the Notes and preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Transaction Documents to which the Issuer is a partyBankruptcy Code) against such Conduit Lender.

Limited Recourse. Notwithstanding any other provision of this Agreement, the Notes Certificates or the IndenturePSA, the obligations of the Issuer Transferor hereunder and thereunder are limited-recourse obligations of the IssuerTransferor. Such obligations are non-recourse to the IssuerTransferor, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes Certificates or the Indenture PSA (other than the IssuerTransferor) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer Transferor or any person owning, directly or indirectly, any legal or beneficial interest in the IssuerTransferor, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the IssuerTransferor) shall enforce the liability and obligation of the Issuer Transferor to perform and observe the obligations contained in this Agreement, the Notes Certificate and the other Transaction Documents to which the Issuer Transferor is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the IssuerTransferor, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 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, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer Transferor under the NotesCertificates, or secured by the IndenturePSA, as applicable, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer Transferor as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, 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 IssuerTransferor, (iv) impair the right of any party hereto (other than the IssuerTransferor) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the IssuerTransferor) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture PSA, as applicable, or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes Certificates and the Transaction Documents to which the Issuer Transferor is a party.

Limited Recourse. Notwithstanding any other provision terms of this AgreementIndenture Supplement, the Notes Series 2013-T2 Notes, any other Transaction Documents or the Indentureotherwise, the obligations of the Issuer hereunder under the Series 2013-T2 Notes, this Indenture Supplement and thereunder each other Transaction Document to which it is a party are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests thereinTrust Estate, and following realization of the CollateralTrust Estate and application of the proceeds thereof in accordance with the terms of this Indenture Supplement, any claims none of any party hereto under this Agreementthe Holders of Series 2013-T2 Notes, the Notes Indenture Trustee or any of the Indenture (other than parties to the Issuer) Transaction Documents shall be entitled to take any further steps to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which shall be extinguished and shall not thereafter be reinstatedrevive. No recourse shall be had for the payment of any amount owing in respect of the Series 2013-T2 Notes or this Indenture Supplement or for any action or inaction of the Issuer against any principalofficer, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent stockholder or affiliate incorporator of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any of their successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder under the Series 2013-T2 Notes or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated PartiesIndenture Supplement. It is understood that the foregoing provisions of this Section 5.13 15 shall not (ia) prevent recourse to the Collateral Trust Estate for the sums due or to become due under any security, instrument or agreement which is part of the CollateralTrust Estate or (b) save as specifically provided therein, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of evidenced by the Issuer under the Notes, Series 2013-T2 Notes or secured by this Indenture Supplement. It is further understood that the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation foregoing provisions of this Section 15 shall be extinguished, (iii) not limit the right of any Person to name the Issuer as a party defendant in any action or suit proceeding or in the exercise of any other remedy under the Series 2013-T2 Notes or this Agreement and the other Transaction DocumentsIndenture Supplement, 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 Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver such Person or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyentity.

Limited Recourse. (a) Notwithstanding any other provision of this Agreement, the Notes Indenture or the Indentureany other Related Document, the obligations of the Issuer hereunder and thereunder are limited-recourse obligations each Additional Grantor to make any payments under the Notes, this Agreement, the Indenture or any other Related Document shall be equal to the nominal amount of each payment or, if less, the actual amount received or recovered from time to time by or on behalf of the IssuerIssuer or each [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Such obligations Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. Additional Grantor, as applicable, which consists of funds which are non-recourse entitled to be applied by the IssuerIssuer or each Additional Grantor, its assets as applicable, in making such payment in accordance with this Agreement, the Indenture and its property the other than Related Documents from the Collateral, including the proceeds of any contingent claims that are included in the Collateral, and are payable solely from no Secured Party will have further recourse to the CollateralIssuer or each Additional Grantor in respect of such obligations beyond its rights under this Agreement, subject to any prior security interests thereinthe Indenture or the Related Documents. On enforcement of this Agreement, and following after realization of the Collateral, any claims including liquidation of any party hereto under contingent claims that are included in the Collateral, and distribution of all proceeds the Collateral, including the proceeds of any such contingent claims, in accordance with this AgreementAgreement and the Indenture, none of the Notes Secured Parties may take any further steps against the Issuer or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had each Additional Grantor or against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent director or affiliate officer of the Issuer or each Additional Grantor in respect of such obligations. This provision shall not prevent any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) payment becoming due for the payment purposes of any amounts payable hereunder or thereunder. No party hereto an Event of Default. (other than the Issuerb) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood and agreed that U.S. Bank National Association is entering into this Agreement solely in its capacity as Owner Trustee under the foregoing provisions of this Section 5.13 Trust Agreements with respect to each Asset Trust and that U.S. Bank National Association shall not (i) prevent recourse be liable or accountable in its individual capacity in any circumstances whatsoever except for its own gross negligence or willful misconduct and as otherwise expressly provided in such Trust Agreement, all such individual liability being hereby waived, but otherwise shall be liable or accountable solely to the Collateral for the sums due or to become due under any security, instrument or agreement which is part extent of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation assets of the Issuer under the Notes, or secured by the Indenture, until the Trust Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or defined in the exercise of any other remedy under this Agreement and the other Transaction Documents, 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 Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyTrust Agreement).

Limited Recourse. Notwithstanding any other provision (a) Subject to the provisions of this Section, Lender will neither seek or obtain a judgment against Borrower for payment of principal or interest under this Agreement and their sole recourse against Borrower or its General Partner for any default in the payment of principal and interest is limited to the Collateral. Nothing in this Agreement restricts Lender's recourse against the Collateral pursuant to the Lender Security Agreement. (b) The limitation of liability set forth in this Section will be deemed void and have no force or effect if Borrower attempts to materially delay any action or claim by Lender of or on the Lender Security Agreement, the Notes Collateral or any other collateral for the Indenture, the obligations of the Issuer hereunder and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-recourse Loans that Lender is then entitled to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims take by reason of any party hereto under this Agreement, the Notes or the Indenture Event of Default. (other than the Issuerc) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate The limitation of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained set forth in this Agreement, Section will not prejudice or affect the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions rights of this Section 5.13 shall not Lender to: (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, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer Name Borrower as a party defendant in any action, proceeding, reference or arbitration, subject to the limitations of this Section; or (ii) Assert any unpaid amounts on the Loans as a defense or offset to or against any claim or cause of action made or suit alleged against Lender by Borrower, any of its members or joint venturers or any guarantor in connection with the exercise of any other remedy under this Agreement and the other Transaction Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or Loans; or (if obtainediii) enforced Seek full recourse against the Issuer, Collateral; or (iv) impair the right Collect or recover from Borrower any damages (such as, without limitation, loss of principal or interest), awards, costs or expenses incurred by Lender as a result of any party hereto (other than encumbrance on the Issuer) Collateral granted or consented to obtain the appointment of a receiver or by Borrower without Lender's prior written consent, which consent Lender may withhold in its unrestricted discretion; or (v) constitute a waiver Exercise self-help remedies such as setoff or foreclosure against or sale of any right which collateral or security; or (vi) Collect or recover an amount from Borrower equal to any party hereto sums of any type that are misapplied; or (other than the Issuervii) may have Enforce and collect or recover all sums owing under any applicable insolvency laws indemnity by Borrower or any other party, any guaranties and agreements, and any similar rights to file payment and performance executed or granted by Borrower or any other party in connection with the Loans; or (viii) Enforce any agreement of Borrower or any other party specifically stating that it is not subject to the limitation of liability contained in this Section; or (ix) Recover any expenses, damages (such as, without limitation, loss of principal or interest) or costs, including reasonable attorneys' fees (including the allocated costs for services of in-house counsel), that Lender may incur because of (a) any act or omission of Borrower that diminishes or threatens to diminish or the value of the Collateral, or (b) any act or omission of Borrower or General Partner that impairs Lender's ability to exercise any rights or pursue any remedies with respect to the Collateral, or (c) any act or omission of Borrower which results in Lender's failure to have a claim valid, binding and enforceable perfected security interest in or lien on any property covered by any security agreement contemplated by this Agreement or such security interest fails to be prior to the rights and interests of others, or (d) Borrower's or General Partner's fraud, willful misrepresentation, misapplication of funds or waste or intentional damage of or to any collateral for the full amount Loan. (d) Nothing contained in this Section impairs the validity of the indebtedness any of any security agreement contemplated by this Agreement, or obligations secured any lien or security interest created or perfected by the Indenture any of them or to require that the Collateral shall continue to secure all any lien or security interest created or perfected by any of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partythem.

Limited Recourse. Notwithstanding any other provision of this Agreement, anything to the Notes or the Indenturecontrary contained herein, the obligations of any CP Issuer under this Agreement are solely the Issuer hereunder and thereunder are limited-recourse corporate obligations of such CP Issuer and, in the Issuer. Such case of obligations of a CP Issuer other than Commercial Paper, shall be payable at such time as funds are non-recourse actually received by, or are available to, such CP Issuer in excess of funds necessary to pay in full all outstanding Commercial Paper and, to the Issuerextent funds are not available to pay such obligations, its assets and its property other than the Collateral, and are payable solely from claims relating thereto shall not constitute a claim against such CP Issuer but shall continue to accrue. Each party hereto agrees that the Collateral, subject to payment of any prior security interests therein, and following realization claim (as defined in Section 101 of Title 11 of the Collateral, any claims Bankruptcy Code) of any such party hereto under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstatedsubordinated to the payment in full of all of such CP Issuer's Commercial Paper. No recourse under any obligation, covenant or agreement of a CP Issuer contained in this Agreement shall be had against any principalincorporator, stockholder, officer, director, member, manager, employee or agent of such CP Issuer, the Funding Agent for such CP Issuer or any of their Affiliates (solely by virtue of such capacity) 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 this Agreement is solely a corporate obligation of such CP Issuer, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, employee, beneficiary, shareholder, partnerdirector, member, trusteemanager, employee or agent or affiliate of such CP Issuer, the Funding Agent for such CP Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, of their Affiliates (solely by virtue of such capacity) or any successors of them under or assigns by reason of any of the foregoing (the “Exculpated Parties”) for the payment obligations, covenants or agreements of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the such CP Issuer to perform and observe the obligations contained in this Agreement, the Notes or implied therefrom, and the other Transaction Documents to which the Issuer is a party by that any action or proceeding wherein a money judgment establishing any and all personal liability shall be sought against the Issuerfor breaches by such CP Issuer of any of such obligations, subject to the following sentencecovenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the Exculpated Parties. It is understood execution of this Agreement; provided that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or to become due under fraudulent omissions made by them or in any security, instrument or agreement which is part case of the Collateralgross negligence, (ii) constitute a waiver, release bad faith or discharge willful misconduct of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, 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 Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyPerson.

Limited Recourse. Notwithstanding any other provision of this Agreement, the Notes or the Indenture, the obligations of the Issuer hereunder and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Basic Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 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, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Basic Documents, 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 Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Basic Documents to which the Issuer is a party.. HAROT 2022-2 Securities Account Control Agreement

Limited Recourse. Notwithstanding any other provision of this Agreement, the Notes or the Indenture, the obligations of the Issuer hereunder and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 5.14 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, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, 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 Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a party.

Limited Recourse. Notwithstanding any other provision of or obligation to the contrary set forth in this Loan Agreement, (1) the Notes or the Indenture, the obligations liability of the Issuer hereunder Borrower and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-recourse to the Issuerany partner, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principaltrustee, director, officer, employee, beneficiaryor agent thereof (collectively, shareholder“Borrower Parties”) under this Loan Agreement or the Subordinate Mortgage shall be limited to the property subject to the Subordinate Mortgage or to such other security as may from time to time be given or have been given for payment of the Borrower’s obligations under this Loan Agreement and Note, partnerand any judgment rendered against the Borrower Parties under this Loan Agreement or the Subordinate Mortgage, memberthe Borrower Subordinate Promissory Note and the Note shall be limited to the property subject to the Subordinate Mortgage and any other security so given for satisfaction thereof; and (2) no deficiency or other personal judgment nor any order or decree of specific performance shall be sought or rendered against the Borrower Parties, trusteetheir successors, agent transferees or affiliate assigns, in any action or proceeding arising out of the Subordinate Mortgage, this Loan Agreement, the Borrower Subordinate Promissory Note, the Note, or any judgment, order or decree rendered pursuant to any such action or proceeding; provided, however, that nothing in this Loan Agreement, the Subordinate Mortgage, the Borrower Subordinate Promissory Note or the Note shall limit the Issuer’s or Lender’s ability to exercise any right or remedy that it may have with respect to any property pledged or granted to the Issuer or the Lender, or both of them, or to exercise any right against the Borrower Parties or any other person or entity on account of any damage caused by fraud or intentional misrepresentation by the Borrower or any intentional damage of the property subject to the Subordinate Mortgage. Furthermore, the Borrower shall be fully liable for the misapplication of (1) proceeds paid prior to any foreclosure under any and all insurance policies, under which the Lender and/or the Issuer is named as insured, by reason of damage, loss or destruction to any portion of the property subject to the Subordinate Mortgage, to the full extent of such misapplied proceeds and awards, (2) proceeds or awards resulting from the condemnation, or other taking in lieu of condemnation, prior to any foreclosure of the property subject to the Subordinate Mortgage, to the full extent of such misapplied proceeds and awards, (3) rents, issues, profits and revenues received or applicable to a period subsequent to the occurrence of a default under this Loan Agreement, the Subordinate Mortgage and the Note but prior to foreclosure, and (4) proceeds from the sale of all or any part of the property subject to the Subordinate Mortgage and any other proceeds that, under the terms hereof, should have been paid to the Issuer or the Lender. Furthermore, the Borrower shall be fully liable for the breach of the Borrower’s covenants contained in Sections 5.02, 7.01, 8.04 and 9.09 of this Loan Agreement; provided, however in no event shall the Borrower or any Borrower Parties be personally liable for payment of the principal of, premium, if any, or interest on the Borrower Subordinate Promissory Note or the Note. The limit on the Borrower’s liability set forth in this paragraph shall not, however, be construed, and is not intended in any way, to constitute a release, in whole or in part, of the Borrower’s obligations under this Loan Agreement or a release, in whole or in part, or an impairment of the lien and security interest of the Subordinate Mortgage, this Loan Agreement, the Borrower Subordinate Promissory Note and the Note upon the properties described therein, or to preclude the Issuer or the Lender from foreclosing the Subordinate Mortgage in case of any default or enforcing any other right of the Issuer or the Lender, or to alter, limit or affect the liability of any person owning, directly or indirectly, any legal party who may now or beneficial interest in the Issuerhereafter or prior hereto guarantee, or any successors pledge, grant or assigns of any assign its assets or collateral as security for, the obligations of the foregoing (Borrower under the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in Subordinate Mortgage, this Loan Agreement, the Notes Borrower Subordinate Promissory Note and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 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, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, 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 Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyNote.

Limited Recourse. Notwithstanding anything to the contrary contained herein or in the Pledge Agreement, except as otherwise provided in this Section 2, neither Guarantor nor any of its shareholders, officers, directors, partners, employees, agents or other representatives ("Other Persons") shall have any personal liability for the Obligations or the Guaranteed Expenses under this Guaranty, or for the obligation to observe, perform or discharge any of the terms, covenants or conditions contained herein or in the Pledge Agreement, and, except as otherwise provided in this Section 2, (a) no attachment, execution, writ or other process shall be sought and no judicial proceeding shall be initiated by or on behalf of Lender against Guarantor or any Other Person as a result of a breach or default under this Guaranty or the Pledge Agreement, except to the extent that such attachment, execution, writ or judicial proceeding shall be necessary to enforce any of the rights, remedies or recourses of Lender against or with reference to the Collateral (as defined in the Pledge Agreement), and (b) in the event that any suit is brought hereunder or under the Pledge Agreement, any judgment obtained in or as a result of such suit shall be enforceable and/or enforced solely against the Collateral; provided, however, that nothing herein contained shall be construed to: (i) be a release or impairment of Guarantor's obligations hereunder or under the Pledge Agreement, (ii) prevent Lender from exercising and enforcing, consistent with the provisions of this Section 2, any other provision of this Agreement, remedy allowed at law or in equity or by statute or by the Notes terms hereof or the IndenturePledge Agreement or (iii) prevent Lender from recovering from Guarantor (or any such Other Person), the obligations of the Issuer hereunder and thereunder are limited-or limit Lender's recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to against Guarantor (or any prior security interests therein, and following realization of the Collateralsuch Other Person) for, any claims funds, damages or costs (including, without limitation, reasonable legal expenses) incurred by Lender as a result of any party hereto under this Agreementwillful act or omission in bad faith, the Notes any fraudulent act or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer omission or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns breach of any of the foregoing (following sections of the “Exculpated Parties”) for Pledge Agreement: Section 2.4, the payment first sentence of Section 4.2, Section 4.3(a), Section 4.4, Section 4.5 and Section 4.7(ii). Nothing in this Paragraph 2 shall be deemed to increase the liability of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to such Other Person beyond that which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 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, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Other Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, 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 Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount partnership agreement of the indebtedness Guarantor or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyunder law.

Limited Recourse. (a) Notwithstanding any other provision of this Agreement, the Notes or the Indenture, the obligations of the Issuer hereunder and thereunder Borrower under this Agreement are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, Borrower (and not any of its assets and its property Affiliates or any other than the Collateral, and are party) payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstatedCollateral in accordance with Section 8.3. No recourse shall be had against any principalofficer, director, officer, employee, beneficiary, shareholder, member, manager, agent, partner, member, trustee, agent principal or affiliate incorporator of the Issuer Borrower or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any their respective successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in under this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 17.12(a) 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, Collateral or (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured evidenced by the Indenture, this Agreement until the such Collateral has been realized, whereupon any such outstanding indebtedness or obligation . It is further understood that the foregoing provisions of this Section 17.12(a) shall be extinguished, (iii) not limit the right of any Person to name the Issuer Borrower as a party defendant in any action or suit proceeding or in the exercise of any other remedy under this Agreement and the other Transaction DocumentsAgreement, 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 IssuerBorrower. (b) No recourse under any obligation, covenant or agreement of a Lender contained in this Agreement shall be had against any incorporator, stockholder, officer, director, member, manager, employee or agent of any Lender or any of their respective Affiliates (ivsolely by virtue of such capacity) impair 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 this Agreement is solely a corporate obligation of each Lender, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or agent of any Lender or any of their respective Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of a Lender contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by a Lender of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. Notwithstanding anything to the contrary in this Agreement or in any of the Transaction Documents, the parties hereto acknowledge that the obligations of any Conduit Lender arising hereunder are limited recourse obligations payable solely from the unsecured assets of such Conduit Lender (the “Available Funds”) and, following the application of such Available Funds or the proceeds thereof, any claims of the parties hereto (and the obligations of such Conduit Lender) shall be extinguished. No recourse shall 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 Xxxxxx personally; provided that the foregoing shall not relieve any such Persons from any liability they might otherwise have as a result of fraudulent actions taken or omissions made by them. 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 USActive 57084911.14 -135- examiner to, any Conduit Lender 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 Issuertermination of this Agreement. Each Conduit Lender shall only be required to pay (a) any fees or liabilities that it may incur under this Agreement only to obtain the appointment extent such Conduit Lender has Excess Funds on the date of a receiver such determination and (b) any expenses, indemnities or (v) constitute a waiver of other liabilities that it may incur under this Agreement or any right which any party hereto (fees, expenses, indemnities or other than the Issuer) may have liabilities under any applicable insolvency laws other Transaction Agreement only to file a claim the extent such Conduit Lender receives funds designated for such purposes or to the extent it has Excess Funds not required, after giving effect to all amounts on deposit in its commercial paper account, to pay or provide for the full amount payment of all of its outstanding commercial paper notes as of the indebtedness or obligations secured date of such determination. In addition, no amount owing by the Indenture or to require that the Collateral shall continue to secure all any Conduit Lender hereunder in excess of the indebtedness or obligations owing liabilities that such Conduit Lender is required to the Noteholders pay in accordance with the Notes and preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Transaction Documents to which the Issuer is a partyBankruptcy Code) against such Conduit Lender.

Limited Recourse. Notwithstanding any other provision (a) The obligations of the Issuer under this Agreement, the Notes or the Indenture, Agreement are solely the obligations of the Issuer hereunder and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had for any obligation or claim arising out of or based upon this Agreement against any principalincorporator or similar person, directorshareholder, officer, employeemanager, beneficiarymember or director, shareholderpast, partnerpresent or future, member, trustee, agent or affiliate of the Issuer or of any person owningsuccessor or of its constituent members or its other Affiliates, either directly or indirectlythrough the Issuer or any successor, whether by virtue of any legal constitution, statute or beneficial interest rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by acceptance hereof and as part of the consideration for the acceptance hereof, expressly waived and released. Any accrued obligations owing by the Issuer under this Agreement shall be payable by the Issuer solely to the extent that funds are available therefor from time to time in accordance with the Issuerprovisions of Section 2.12 (provided that such accrued obligations shall not be extinguished until paid in full), and any amounts which the Issuer does not so pay hereunder shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against, or limited liability company obligation of, the Issuer for any successors or assigns of any such amounts not paid, in each case, until the Issuer has received funds to make such payments as contemplated by the Related Documents). (b) The obligations of the foregoing (Servicer under this Agreement are solely the “Exculpated Parties”) obligations of the Servicer. No recourse shall be had for the payment of any amounts payable amount owing hereunder or thereunder. No party hereto (any other than the Issuer) shall enforce the liability and obligation or claim arising out of or based upon this Agreement , against any shareholder, employee, officer, manager, member or director, agent or organizer, past, present or future, of the Issuer to perform Servicer or of any successor thereto, either directly or through the Servicer or any successor thereto, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by acceptance hereof and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is as part of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, 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 Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim consideration for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes acceptance hereof, expressly waived and the Transaction Documents to which the Issuer is a partyreleased.

Limited Recourse. Notwithstanding any other provision of this Agreement, the Notes or the Indenture, the obligations of the Issuer hereunder and thereunder Borrower under this Agreement are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, Borrower (and not any of its assets and its property Affiliates or any other than the Collateral, and are party) payable solely from the CollateralCollateral in accordance with Section 8.3 and, subject to any prior security interests therein, and following realization of the Collateral, and application of the proceeds thereof in accordance with Section 8.3 all obligations of and any claims of any party hereto under this Agreement, against the Notes Borrower hereunder or the Indenture (other than the Issuer) in connection herewith after such realization shall be extinguished and shall not thereafter be reinstatedrevive. No recourse shall be had against any principalofficer, director, officer, employee, beneficiary, shareholder, member, manager, agent, partner, member, trustee, agent principal or affiliate incorporator of the Issuer Borrower or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any their respective successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in under this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 17.2(a)17.12 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, Collateral or (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured evidenced by the Indenture, this Agreement until the such Collateral has been realized, whereupon any such outstanding indebtedness or obligation . It is further understood that the foregoing provisions of this Section 17.2(a)17.12 shall be extinguished, (iii) not limit the right of any Person to name the Issuer Borrower as a party defendant in any action or suit proceeding or in the exercise of any other remedy under this Agreement and the other Transaction DocumentsAgreement, 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 IssuerBorrower. No recourse under any obligation, covenant or agreement of a Lender contained in this Agreement shall be had against any incorporator, stockholder, officer, director, member, manager, employee or agent of any Lender or any of their respective Affiliates (ivsolely by virtue of such capacity) impair 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 this Agreement is solely a corporate obligation of each Lender, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or agent of any Lender or any of their respective Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of a Lender contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by a Lender of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. Notwithstanding anything to the contrary in this Agreement or in any of the Transaction Documents, the parties hereto acknowledge that the obligations of any Conduit Lender arising hereunder are limited recourse obligations payable solely from the unsecured assets of such Conduit Lender (the “Available Funds”) and, following the application of such Available Funds or the proceeds thereof, any claims of the parties hereto (and the obligations of such Conduit Lender) shall be extinguished. No recourse shall 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 Lender personally; provided that the foregoing shall not relieve any such Persons from any liability they might otherwise have as a result of fraudulent actions taken or omissions made by them. 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 Lender 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 Issuertermination of this Agreement. Each Conduit Lender shall only be required to pay (a) any fees or liabilities that it may incur under this Agreement only to obtain the appointment extent such Conduit Lender has Excess Funds on the date of a receiver such determination and (b) any expenses, indemnities or (v) constitute a waiver of other liabilities that it may incur under this Agreement or any right which any party hereto (fees, expenses, indemnities or other than the Issuer) may have liabilities under any applicable insolvency laws other Transaction Document only to file a claim the extent such Conduit Lender receives funds designated for such purposes or to the extent it has Excess Funds not required, after giving effect to all amounts on deposit in its commercial paper account, to pay or provide for the full amount payment of all of its outstanding commercial paper notes and other amounts in accordance with its applicable transaction documents as of the indebtedness or obligations secured date of such determination. In addition, no amount owing by the Indenture or to require that the Collateral shall continue to secure all any Conduit Lender hereunder in excess of the indebtedness or obligations owing liabilities that such Conduit Lender is required to the Noteholders pay in accordance with the Notes and preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Transaction Documents to which the Issuer is a partyBankruptcy Code) against such Conduit Lender.

Limited Recourse. Notwithstanding any other provision of or obligation to the contrary set forth in this Loan Agreement, (1) the Notes or the Indenture, the obligations liability of the Issuer hereunder Borrower and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-recourse to the Issuerany partner, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principaltrustee, director, officer, employee, beneficiaryor agent thereof (collectively, shareholder"Borrower Parties") under this Loan Agreement or the Subordinate Mortgage shall be limited to the property subject to the Subordinate Mortgage or to such other security as may from time to time be given or have been given for payment of the Borrower's obligations under this Loan Agreement and Note, partnerand any judgment rendered against the Borrower Parties under this Loan Agreement or the Subordinate Mortgage, memberthe Borrower Subordinate Promissory Note and the Note shall be limited to the property subject to the Subordinate Mortgage and any other security so given for satisfaction thereof; and (2) no deficiency or other personal judgment nor any order or decree of specific performance shall be sought or rendered against the Borrower Parties, trusteetheir successors, agent transferees or affiliate assigns, in any action or proceeding arising out of the Subordinate Mortgage, this Loan Agreement, the Borrower Subordinate Promissory Note, the Note, or any judgment, order or decree rendered pursuant to any such action or proceeding; provided, however, that nothing in this Loan Agreement, the Subordinate Mortgage, the Borrower Subordinate Promissory Note or the Note shall limit the Issuer's or Lender's ability to exercise any right or remedy that it may have with respect to any property pledged or granted to the Issuer or the Lender, or both of them, or to exercise any right against the Borrower Parties or any other person or entity on account of any damage caused by fraud or intentional misrepresentation by the Borrower or any intentional damage of the property subject to the Subordinate Mortgage. Furthermore, the Borrower shall be fully liable for the misapplication of (1) proceeds paid prior to any foreclosure under any and all insurance policies, under which the Lender and/or the Issuer is named as insured, by reason of damage, loss or destruction to any portion of the property subject to the Subordinate Mortgage, to the full extent of such misapplied proceeds and awards, (2) proceeds or awards resulting from the condemnation, or other taking in lieu of condemnation, prior to any foreclosure of the property subject to the Subordinate Mortgage, to the full extent of such misapplied proceeds and awards, (3) rents, issues, profits and revenues received or applicable to a period subsequent to the occurrence of a default under this Loan Agreement, the Subordinate Mortgage and the Note but prior to foreclosure, and (4) proceeds from the sale of all or any part of the property subject to the Subordinate Mortgage and any other proceeds that, under the terms hereof, should have been paid to the Issuer or the Lender. Furthermore, the Borrower shall be fully liable for the breach of the Borrower's covenants contained in Sections 5.02, 7.01, 8.04 and 9.09 of this Loan Agreement; provided, however in no event shall the Borrower or any Borrower Parties be personally liable for payment of the principal of, premium, if any, or interest on the Borrower Subordinate Promissory Note or the Note. The limit on the Borrower's liability set forth in this paragraph shall not, however, be construed, and is not intended in any way, to constitute a release, in whole or in part, of the Borrower's obligations under this Loan Agreement or a release, in whole or in part, or an impairment of the lien and security interest of the Subordinate Mortgage, this Loan Agreement, the Borrower Subordinate Promissory Note and the Note upon the properties described therein, or to preclude the Issuer or the Lender from foreclosing the Subordinate Mortgage in case of any default or enforcing any other right of the Issuer or the Lender, or to alter, limit or affect the liability of any person owning, directly or indirectly, any legal party who may now or beneficial interest in the Issuerhereafter or prior hereto guarantee, or any successors pledge, grant or assigns of any assign its assets or collateral as security for, the obligations of the foregoing (Borrower under the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in Subordinate Mortgage, this Loan Agreement, the Notes Borrower Subordinate Promissory Note and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 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, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, 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 Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyNote.

Limited Recourse. Notwithstanding anything to the contrary ---------------- contained herein or in the Guaranty, except as otherwise provided in this Section 7.8, neither Pledgor nor any of its shareholders, officers, directors, partners, employees, agents or other provision of representatives ("Other Persons") shall have any personal liability for the Secured Obligations under this Pledge and Security Agreement, or for the Notes obligation to observe, perform or discharge any of the terms, covenants or conditions contained herein or in the Guaranty, and, except as otherwise provided in this Section 7.8, (a) no attachment, execution, writ or other process shall be sought and no judicial proceeding shall be initiated by or on behalf of Pledgee against Pledgor or any Other Person as a result of a breach or default under this Pledge and Security Agreement or the IndentureGuaranty, except to the obligations extent that such attachment, execution, writ or judicial proceeding shall be necessary to enforce any of the Issuer hereunder and thereunder are limited-recourse obligations rights, remedies or recourses of the Issuer. Such obligations are non-recourse Pledgee against or with reference to the Issuer, its assets and its property other than the Collateral, and are payable (b) in the event that an suit is brought hereunder or under the Guaranty, any judgment obtained in or as a result of such suit shall be enforceable and/or enforced solely from against the Collateral; provided, subject to however, that nothing herein -------- ------- contained shall be construed to: (i) be a release or impairment of Pledgor's obligations hereunder or under the Guaranty, (ii) prevent Pledgee from exercising and enforcing, consistent with the provisions of this Section 7.8, any prior security interests therein, and following realization other remedy allowed at law or in equity or by statute or by the terms hereof or of the CollateralGuaranty or (iii) prevent Pledgee from recovering from Pledgor (or any such Other Person), or limit Pledgee's recourse against Pledgor (or any such Other Person) for, any claims funds, damages or costs (including, without limitation, reasonable legal expenses) incurred by Pledgee as a result of any party hereto under this Agreement, the Notes willful act or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectlyomission in bad faith, any legal fraudulent act or beneficial interest in the Issueromission, or any successors or assigns breach of any of the foregoing (following sections of this Pledge and Security Agreement: Section 2.4, the “Exculpated Parties”) for first sentence of Section 4.2, Section 4.3(a), Section 4.4, Section 4.5 and Section 4.7(ii). Nothing in this Section 7.8 shall be deemed to increase the payment liability of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to such Other Person beyond that which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 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, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Other Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, 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 Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount partnership agreement of the indebtedness Pledgor or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partyunder law.

Limited Recourse. Notwithstanding anything to the contrary contained in this Agreement or in any other provision of this Agreement, the Notes or the Indenture, the obligations of the Issuer hereunder and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the CollateralLoan Documents, and are payable solely from the Collateralexcept as provided otherwise in this Section 6.20, subject to neither Borrower nor any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes direct or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiaryindirect member, shareholder, partner, memberprincipal, trusteeAffiliate, employee, officer, director, agent or affiliate representative of the Issuer or Borrower (each, a "Related Party") shall have any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing personal liability for (the “Exculpated Parties”a) for the payment of any amounts sum of money which is or may be payable hereunder or thereunder. No party hereto (under the Note or any other than Loan Document, including but not limited to the Issuer) shall enforce the liability and obligation repayment of the Issuer to perform Loan, or (b) the performance or discharge of any covenants, obligations or undertakings of Borrower hereunder or under any Loan Document, and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action no monetary or proceeding wherein a money deficiency judgment establishing any personal liability shall be sought or enforced against Borrower or any Related Party with respect thereto; provided, however, that a judgment may be sought against Borrower or any Related Party to enforce the rights of Lender in, to or against the IssuerPremises, subject including the Receipts and any other Collateral, and Lender shall have full recourse to and the following sentenceright to proceed against the Premises, the Receipts and any other Collateral. Notwithstanding the foregoing, nothing contained herein shall impair the validity of the Obligations or in any way affect or impair the Lien of the Mortgage, or the Exculpated Parties. It is understood that right of Lender to enforce any and all rights and remedies under and by virtue of the foregoing provisions Note, this Agreement and/or any other Loan Document (1) Borrower or Managing Member filing a voluntary petition under the Bankruptcy Code or any other federal or state bankruptcy or insolvency law, or (2) any Related Party filing or joining in the filing of this Section 5.13 shall not an involuntary petition against Borrower or Managing Member under the Bankruptcy Code or any other federal or state bankruptcy or insolvency law, or (i3) prevent recourse Borrower or Managing Member filing an answer consenting to or acquiescing in any involuntary petition filed against it or against Borrower or Managing Member by any other Person under the Collateral Bankruptcy Code or any other federal or state bankruptcy or insolvency law, or (4) any Related Party consenting to or acquiescing in or joining in an application for the sums due appointment of a custodian, receiver, trustee or to become due under examiner for Borrower or Managing Member or any security, instrument or agreement which is part portion of the Collateral, or (ii5) constitute a waiver, release Borrower or discharge Managing Member making an assignment for the benefit of any indebtedness or obligation of the Issuer under the Notescreditors, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness admitting its insolvency or obligation shall be extinguished, (iii) inability to pay its debts as they become due. Nothing contained herein is intended to limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement obligations and the other Transaction Documents, 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 Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have liabilities under any applicable insolvency laws to file a claim guaranty any indemnity agreement, including, without limitation, the Environmental Indemnification Agreement, executed by Borrower for the full amount benefit of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a party.Lender

Limited Recourse. Each of the Collateral Administrator and the Collateral Manager agrees that the payment of all amounts to which it is entitled pursuant to this Agreement shall be subordinated to the extent set forth in the Indenture. Notwithstanding any other provision of this Agreement, the Notes or the Indenture, all of the obligations of the Issuer hereunder and thereunder under this Agreement are limited-limited recourse obligations of the Issuer. Such obligations are non-recourse Issuer payable solely as Administrative Expenses from amounts credited to the IssuerExpense Account pursuant to Section 10.3(c) of the Indenture and the Equity Contribution Agreement or, its assets and its property other than in the Collateralcase of a Contribution Event, and are payable solely from according to the Collateral, subject to any prior security interests thereinPriority of Payments, and following the reduction thereof to zero and realization of all other Collateral and application of the Collateralproceeds thereof in accordance with the Indenture, all obligations of and any claims of any party hereto under this Agreement, against the Notes Issuer hereunder or the Indenture (other than the Issuer) arising in connection herewith shall be extinguished and shall not thereafter be reinstatedrevive. No Each of the Collateral Administrator and the Collateral Manager further agrees that, except as so contemplated by Section 10.3(c) of the Indenture and the Equity Contribution Agreement or, in the case of a Contribution Event, according to the Priority of Payments, it will not have any recourse shall be had against any principalother asset of the Issuer or against any Officer, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent shareholder or affiliate incorporator of the Issuer or any person owningits Affiliates, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in under this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 16 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 of evidenced by the Issuer under the Notes, Notes or secured by the Indenture, Indenture until the such Collateral has been realized, whereupon any such outstanding indebtedness or obligation . It is further understood that this Section 16 shall be extinguished, (iii) not limit the right of any Person to name the Issuer as a party defendant in any action or suit Proceeding or in the exercise of any other remedy under this Agreement and the other Transaction DocumentsNotes or the Indenture, 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 Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount such Person. Each of the indebtedness or obligations secured by the Indenture or to require that Collateral Administrator and the Collateral shall continue Manager consents to secure all the assignment of this Agreement as provided in the Granting Clause of the indebtedness or obligations owing to Indenture. This Section 16 shall survive the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a partytermination of this Agreement.

Limited Recourse. Notwithstanding any other provision of this Agreement, the Notes or the Indenture, the obligations of the Issuer hereunder and thereunder are limited-limited- recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Transaction Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 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, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Transaction Documents, 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 Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Transaction Documents to which the Issuer is a party.