Common use of No Bankruptcy Petition/Limited Recourse Clause in Contracts

No Bankruptcy Petition/Limited Recourse. The Placement Agent agrees that, prior to the date which is one year and one day (or, if longer, the applicable preference period then in effect plus one day) after the payment in full of all of the Offered Notes issued by the Co-Issuers, it will not institute against, or join any other person in instituting against, any of the Co-Issuers any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy, insolvency, reorganization or similar law in any jurisdiction. Notwithstanding any other provision of this Agreement, the obligations of the Issuer hereunder are limited-recourse obligations and the obligations of the Co-Issuer hereunder are non-recourse obligations, in each case, payable solely from the Collateral in accordance with the terms of the Indenture and following realization thereof and reduction thereof to zero, all obligations of and all claims against the Co-Issuers hereunder or arising in connection herewith shall be extinguished and shall not thereafter revive. No recourse may be had under this Agreement against any employee, agent, officer, partner, member, shareholder or director of any party hereto (collectively, the “Associated Persons”), in respect of the transactions contemplated by this Agreement, it being expressly agreed and understood that this Agreement is solely an obligation of each of the parties hereto and that no personal liability whatever shall attach to or be incurred by any Associated Person under or by reason of the obligations, representations and agreements of the parties contained in this Agreement, or implied therefrom. This Section 14(g) shall survive the termination or expiration of this Agreement.

No Bankruptcy Petition/Limited Recourse. The Placement Agent covenants and agrees that, prior to the date which is one year and one day (or, if longer, the applicable preference period then in effect plus one day) after the payment in full of all of the Offered Notes issued by the Co-Issuers, it will not institute against, or join any other person in instituting against, any of the Co-Issuers any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy, insolvency, reorganization or similar law in any jurisdiction. Notwithstanding any other provision of this Agreement, the obligations of the Issuer hereunder are limited-recourse obligations and the obligations of the Co-Issuer hereunder are non-recourse obligations, in each case, payable solely from the Collateral in accordance with the terms of the Indenture and following realization thereof and reduction thereof to zero, all obligations of and all claims against the Co-Issuers hereunder or arising in connection herewith shall be extinguished and shall not thereafter revive. No recourse may be had under this Agreement against any employee, agent, officer, partner, member, shareholder or director of any party hereto (collectively, the “Associated Persons”), in respect of the transactions contemplated by this Agreement, it being expressly agreed and understood that this Agreement is solely an obligation of each of the parties hereto and that no personal liability whatever shall attach to or be incurred by any Associated Person under or by reason of the obligations, representations and agreements of the parties contained in this Agreement, or implied therefrom. This Section 14(g) shall survive the termination or expiration of this Agreement.

No Bankruptcy Petition/Limited Recourse. The Placement Agent Collateral Manager covenants and agrees that, prior to the date which that is one year and one day (or, if longer, the applicable preference period then in effect plus one dayeffect) after the payment in full of all of the Offered Notes issued by the Co-IssuersIssuer under the Indenture, it the Collateral Manager will not institute against, or join any other person Person in instituting against, any of the Issuer or the Co-Issuers Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy, insolvency, reorganization or similar law law; provided, however, that nothing in this Section 18 shall preclude, or be deemed to stop, the Collateral Manager from taking any jurisdictionaction prior to the expiration of the aforementioned one year and one day period (or, if longer, the applicable preference period then in effect) in (x) any case or proceeding voluntarily filed or commenced by the Issuer or the Co-Issuer, as the case may be, or (y) any involuntary insolvency proceeding filed or commenced against the Issuer or the Co-Issuer, as the case may be, by a Person other than the Collateral Manager. The Collateral Manager hereby acknowledges and agrees that the Issuer’s obligations hereunder will be solely the corporate obligations of the Issuer, and the Collateral Manager will not have recourse to any of the directors, officers, employees, shareholders or affiliates of the Issuer, or any members of the Advisory Committee, with respect to any claims, losses, damages, liabilities, indemnities or other obligations in connection with any transaction contemplated hereby. Notwithstanding any provision hereof, all obligations of the Issuer and any claims arising from this Agreement or any transactions contemplated by this Agreement shall be limited solely to the Collateral Debt Securities and the other provision Assets and payable in accordance with the Priority of Payments. If payments on any such claims from the Assets are insufficient, no other assets shall be available for payment of the deficiency and, following liquidation of all the Assets, any claims of the Collateral Manager arising from this Agreement, Agreement and the obligations of the Issuer to pay such deficiencies shall be extinguished. The Issuer hereby acknowledges and agrees that the Collateral Manager’s obligations hereunder are limited-recourse obligations and shall be solely the limited liability company obligations of the Co-Collateral Manager, and the Issuer hereunder are non-shall not have any recourse obligationsto any of the members, in each casemanagers, payable solely from directors, officers, employees, shareholders or Affiliates of the Collateral in accordance Manager with the terms of the Indenture and following realization thereof and reduction thereof respect to zeroany claims, all losses, damages, liabilities, indemnities or other obligations of and all claims against the Co-Issuers hereunder or arising in connection herewith shall be extinguished and shall not thereafter revive. No recourse may be had under this Agreement against with any employee, agent, officer, partner, member, shareholder or director of any party hereto (collectively, the “Associated Persons”), in respect of the transactions contemplated by this Agreement, it being expressly agreed and understood that this Agreement is solely an obligation of each of the parties hereto and that no personal liability whatever shall attach to or be incurred by any Associated Person under or by reason of the obligations, representations and agreements of the parties contained in this Agreement, or implied therefrom. This Section 14(g) shall survive the termination or expiration of this Agreementhereby.

No Bankruptcy Petition/Limited Recourse. The Placement Agent Collateral Manager covenants and agrees that, prior to the date which that is one year and one day (or, if longer, the applicable preference period then in effect plus one dayeffect) after the payment in full of all of the Offered Notes issued by the Co-IssuersIssuer under the Indenture, it the Collateral Manager will not institute against, or join any other person Person in instituting against, the Issuer (or any of Permitted Subsidiary) or the Co-Issuers Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy, insolvency, reorganization or similar law in of any jurisdiction; provided, however, that nothing in this provision shall preclude, or be deemed to stop, the Collateral Manager from taking any action prior to the expiration of the aforementioned one year and one day period (or, if longer, the applicable preference period then in effect) in (x) any case or proceeding voluntarily filed or commenced by the Issuer or the Co-Issuer, as the case may be, or (y) any involuntary insolvency proceeding filed or commenced against the Issuer or the Co-Issuer, as the case may be, by a Person other than the Collateral Manager. The Collateral Manager hereby acknowledges and agrees that the Issuer’s obligations hereunder will be solely the corporate obligations of the Issuer, and the Collateral Manager will not have recourse to any of the directors, officers, employees, incorporators, shareholders or affiliates of the Issuer, or any members of the Advisory Committee, with respect to any Collateral Manager Liabilities, indemnities or other obligations hereunder or in connection with any transaction contemplated hereby. Notwithstanding any provision hereof, all obligations of the Issuer and any claims arising from this Agreement or any transactions contemplated by this Agreement shall be limited solely to the Collateral Interests and the other provision Collateral payable in accordance with the Priority of this AgreementPayments. If payments on any such claims from the Collateral are insufficient, no other assets shall be available for payment of the deficiency and, following liquidation of all the Collateral, all claims against the Issuer and the obligations of the Issuer hereunder are limited-recourse obligations and the obligations of the Co-Issuer hereunder are non-recourse obligations, in each case, payable solely from the Collateral in accordance with the terms of the Indenture and following realization thereof and reduction thereof to zero, all obligations of and all claims against the Co-Issuers hereunder or arising in connection herewith pay such deficiencies shall be extinguished and shall not thereafter revive. No recourse may The Issuer hereby acknowledges and agrees that the Collateral Manager’s obligations hereunder shall be had under this Agreement against any employee, agent, officer, partner, member, shareholder or director of any party hereto (collectively, solely the “Associated Persons”), in respect limited liability company obligations of the Collateral Manager, and the Issuer shall not have any recourse to any of the members, managers, directors, officers, employees, shareholders or Affiliates of the Collateral Manager with respect to any Collateral Manager Liabilities, indemnities or other obligations in connection with any transactions contemplated by hereby. The provisions of this Agreement, it being expressly agreed and understood that this Agreement is solely an obligation of each of the parties hereto and that no personal liability whatever shall attach to or be incurred by any Associated Person under or by reason of the obligations, representations and agreements of the parties contained in this Agreement, or implied therefrom. This Section 14(g) 18 shall survive the termination or expiration of this AgreementAgreement for any reason whatsoever.

No Bankruptcy Petition/Limited Recourse. The Placement Agent Collateral Manager covenants and agrees that, prior to the date which that is one year and one day (or, if longer, the applicable preference period then in effect plus effect) and one day) day after the payment in full of all of the Offered Notes issued by the Co-IssuersIssuer under the Indenture, it the Collateral Manager will not institute against, or join any other person Person in instituting against, the Issuer (or any of Permitted Subsidiary) or the Co-Issuers Co‑Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy, insolvency, reorganization or similar law in of any jurisdiction; provided, however, that nothing in this provision shall preclude, or be deemed to stop, the Collateral Manager from taking any action prior to the expiration of the aforementioned one year (or, if longer, the applicable preference period then in effect) and one day period in (x) any case or proceeding voluntarily filed or commenced by the Issuer or the Co‑Issuer, as the case may be, or (y) any involuntary insolvency proceeding filed or commenced against the Issuer or the Co‑Issuer, as the case may be, by a Person other than the Collateral Manager. The Collateral Manager hereby acknowledges and agrees that the Issuer’s obligations hereunder will be solely the corporate obligations of the Issuer, and the Collateral Manager will not have recourse to any of the directors, officers, employees, incorporators, shareholders or Affiliates of the Issuer, or any members of the Advisory Committee, with respect to any claims, losses, damages, liabilities, indemnities or other obligations hereunder or in connection with any transaction contemplated hereby. Notwithstanding any provision hereof, all obligations of the Issuer and any claims arising from this Agreement or any transactions contemplated by this Agreement from time to time and at any time shall be limited solely to the Collateral Interests and the other provision Collateral available at such time payable in accordance with the Priority of this AgreementPayments. If payments on any such claims from the Collateral are insufficient, no other assets shall be available for payment of the deficiency and, following liquidation of all the Collateral, all claims against the Issuer and the obligations of the Issuer hereunder are limited-recourse obligations and the obligations of the Co-Issuer hereunder are non-recourse obligations, in each case, payable solely from the Collateral in accordance with the terms of the Indenture and following realization thereof and reduction thereof to zero, all obligations of and all claims against the Co-Issuers hereunder or arising in connection herewith pay such deficiencies shall be extinguished and shall not thereafter revive. No recourse may The Issuer hereby acknowledges and agrees that the Collateral Manager’s obligations hereunder shall be had under this Agreement against any employee, agent, officer, partner, member, shareholder or director of any party hereto (collectively, solely the “Associated Persons”), in respect limited liability company obligations of the Collateral Manager, and the Issuer shall not have any recourse to any of the members, managers, directors, officers, employees, shareholders or Affiliates of the Collateral Manager with respect to any claims, losses, damages, liabilities, indemnities or other obligations in connection with any transactions contemplated by hereby. The provisions of this Agreement, it being expressly agreed and understood that this Agreement is solely an obligation of each of the parties hereto and that no personal liability whatever shall attach to or be incurred by any Associated Person under or by reason of the obligations, representations and agreements of the parties contained in this Agreement, or implied therefrom. This Section 14(g) 18 shall survive the termination or expiration of this Agreement.Agreement for any reason whatsoever. 28547457.3

No Bankruptcy Petition/Limited Recourse. The Placement Agent Collateral Manager covenants and agrees that, prior to the date which that is one year and one day (or, if longer, the applicable preference period then in effect plus one dayeffect) after the payment in full of all of the Offered Notes issued by the Co-IssuersIssuer under the Indenture, it the Collateral Manager will not institute against, or join any other person Person in instituting against, the Issuer (or any of Permitted Subsidiary) or the Co-Issuers Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy, insolvency, reorganization or similar law in of any jurisdiction; provided, however, that nothing in this provision shall preclude, or be deemed to stop, the Collateral Manager from taking any action prior to the expiration of the aforementioned one year and one day period (or, if longer, the applicable preference period then in effect) in (x) any case or proceeding voluntarily filed or commenced by the Issuer or the Co-Issuer, as the case may be, or (y) any involuntary insolvency proceeding filed or commenced against the Issuer or the Co-Issuer, as the case may be, by a Person other than the Collateral Manager. The Collateral Manager hereby acknowledges and agrees that the Issuer’s obligations hereunder will be solely the corporate obligations of the Issuer, and the Collateral Manager will not have recourse to any of the directors, officers, employees, incorporators, shareholders or Affiliates of the Issuer, or any members of the Advisory Committee, with respect to any claims, losses, damages, liabilities, indemnities or other obligations hereunder or in connection with any transaction contemplated hereby. Notwithstanding any provision hereof, all obligations of the Issuer and any claims arising from this Agreement or any transactions contemplated by this Agreement shall be limited solely to the Collateral Interests and the other provision Collateral payable in accordance with the Priority of this AgreementPayments. If payments on any such claims from the Collateral are insufficient, no other assets shall be available for payment of the deficiency and, following liquidation of all the Collateral, all claims against the Issuer and the obligations of the Issuer hereunder are limited-recourse obligations and the obligations of the Co-Issuer hereunder are non-recourse obligations, in each case, payable solely from the Collateral in accordance with the terms of the Indenture and following realization thereof and reduction thereof to zero, all obligations of and all claims against the Co-Issuers hereunder or arising in connection herewith pay such deficiencies shall be extinguished and shall not thereafter revive. No recourse may The Issuer hereby acknowledges and agrees that the Collateral Manager’s obligations hereunder shall be had under this Agreement against any employee, agent, officer, partner, member, shareholder or director of any party hereto (collectively, solely the “Associated Persons”), in respect limited liability company obligations of the Collateral Manager, and the Issuer shall not have any recourse to any of the members, managers, directors, officers, employees, shareholders or Affiliates of the Collateral Manager with respect to any claims, losses, damages, liabilities, indemnities or other obligations in connection with any transactions contemplated by hereby. The provisions of this Agreement, it being expressly agreed and understood that this Agreement is solely an obligation of each of the parties hereto and that no personal liability whatever shall attach to or be incurred by any Associated Person under or by reason of the obligations, representations and agreements of the parties contained in this Agreement, or implied therefrom. This Section 14(g) 18 shall survive the termination or expiration of this AgreementAgreement for any reason whatsoever.

No Bankruptcy Petition/Limited Recourse. The Placement Agent Collateral Manager covenants and agrees that, prior to the date which that is one year and one day (or, if longer, the applicable preference period then in effect plus one dayeffect) after the payment in full of all of the Offered Notes issued by the Co-IssuersIssuer under the Indenture, it the Collateral Manager will not institute against, or join any other person Person in instituting against, any of the Issuer or the Co-Issuers Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy, insolvency, reorganization or similar law in of any jurisdiction; provided, however, that nothing in this Section 18 shall preclude, or be deemed to stop, the Collateral Manager from taking any action prior to the expiration of the aforementioned one year and one day period (or, if longer, the applicable preference period then in effect) in (x) any case or proceeding voluntarily filed or commenced by the Issuer or the Co-Issuer, as the case may be or (y) any involuntary insolvency proceeding filed or commenced against the Issuer or the Co-Issuer, as the case may be, by a Person other than the Collateral Manager. The Collateral Manager hereby acknowledges and agrees that the Issuer’s obligations hereunder will be solely the corporate obligations of the Issuer, and the Collateral Manager will not have recourse to any of the directors, officers, employees, shareholders or affiliates of the Issuer, or any members of the Advisory Committee, with respect to any claims, losses, damages, liabilities, indemnities or other obligations in connection with any transaction contemplated hereby. Notwithstanding any provision hereof, all obligations of the Issuer and any claims arising from this Agreement or any transactions contemplated by this Agreement shall be limited solely to the Collateral Debt Securities and the other provision Assets and payable in accordance with the Priority of Payments. If payments on any such claims from the Assets are insufficient, no other assets shall be available for payment of the deficiency and, following liquidation of all the Assets, any claims of the Collateral Manager arising from this Agreement, Agreement and the obligations of the Issuer to pay such deficiencies shall be extinguished. The Issuer hereby acknowledges and agrees that the Collateral Manager’s obligations hereunder are limited-recourse obligations and shall be solely the limited liability company obligations of the Co-Collateral Manager and the Issuer hereunder are non-shall not have any recourse obligationsto any of the members, in each casemanagers, payable solely from directors, officers, employees, shareholders or Affiliates of the Collateral in accordance Manager with the terms of the Indenture and following realization thereof and reduction thereof respect to zero, all any claims losses damages liabilities indemnities or other obligations of and all claims against the Co-Issuers hereunder or arising in connection herewith shall be extinguished and shall not thereafter revive. No recourse may be had under this Agreement against with any employee, agent, officer, partner, member, shareholder or director of any party hereto (collectively, the “Associated Persons”), in respect of the transactions contemplated by hereby. The provisions of this Agreement, it being expressly agreed and understood that this Agreement is solely an obligation of each of the parties hereto and that no personal liability whatever shall attach to or be incurred by any Associated Person under or by reason of the obligations, representations and agreements of the parties contained in this Agreement, or implied therefrom. This Section 14(g) 18 shall survive the termination or expiration of this AgreementAgreement for any reason whatsoever.

No Bankruptcy Petition/Limited Recourse. The Placement Agent Collateral Manager covenants and agrees that, prior to the date which that is one year and one day (or, if longer, the applicable preference period then in effect plus one dayeffect) after the payment in full of all of the Offered Notes issued by the Co-IssuersIssuer under the Indenture, it the Collateral Manager will not institute against, or join any other person Person in instituting against, the Issuer (or any of Permitted Subsidiary) or the Co-Issuers Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy, insolvency, reorganization or similar law in of any jurisdiction; provided, however, that nothing in this provision shall preclude, or be deemed to stop, the Collateral Manager from taking any action prior to the expiration of the aforementioned one year and one day period (or, if longer, the applicable preference period then in effect) in (x) any case or proceeding voluntarily filed or commenced by the Issuer or the Co-Issuer, as the case may be, or (y) any involuntary insolvency proceeding filed or commenced against the Issuer or the Co-Issuer, as the case may be, by a Person other than the Collateral Manager. The Collateral Manager hereby acknowledges and agrees that the Issuer’s obligations hereunder will be solely the corporate obligations of the Issuer, and the Collateral Manager will not have recourse to any of the directors, officers, employees, shareholders or affiliates of the Issuer, or any members of the Advisory Committee, with respect to any claims, losses, damages, liabilities, indemnities or other obligations hereunder or in connection with any transaction contemplated hereby. Notwithstanding any provision hereof, all obligations of the Issuer and any claims arising from this Agreement or any transactions contemplated by this Agreement shall be limited solely to the Collateral Interests and the other provision Collateral payable in accordance with the Priority of this AgreementPayments. If payments on any such claims from the Collateral are insufficient, no other assets shall be available for payment of the deficiency and, following liquidation of all the Collateral, all claims against the Issuer and the obligations of the Issuer hereunder are limited-recourse obligations and the obligations of the Co-Issuer hereunder are non-recourse obligations, in each case, payable solely from the Collateral in accordance with the terms of the Indenture and following realization thereof and reduction thereof to zero, all obligations of and all claims against the Co-Issuers hereunder or arising in connection herewith pay such deficiencies shall be extinguished and shall not thereafter revive. No recourse may The Issuer hereby acknowledges and agrees that the Collateral Manager’s obligations hereunder shall be had under this Agreement against any employee, agent, officer, partner, member, shareholder or director of any party hereto (collectively, solely the “Associated Persons”), in respect limited liability company obligations of the Collateral Manager, and the Issuer shall not have any recourse to any of the members, managers, directors, officers, employees, shareholders or Affiliates of the Collateral Manager with respect to any claims, losses, damages, liabilities, indemnities or other obligations in connection with any transactions contemplated by hereby. The provisions of this Agreement, it being expressly agreed and understood that this Agreement is solely an obligation of each of the parties hereto and that no personal liability whatever shall attach to or be incurred by any Associated Person under or by reason of the obligations, representations and agreements of the parties contained in this Agreement, or implied therefrom. This Section 14(g) 18 shall survive the termination or expiration of this AgreementAgreement for any reason whatsoever.

No Bankruptcy Petition/Limited Recourse. (a) The Placement Agent Initial Purchaser covenants and agrees that, prior to the date which is one year and one day (or, if longer, the applicable preference period then in effect effect) plus one day) day after the payment in full of all of the Offered Notes issued by the Co-Issuers, it will not institute against, or join any other person Person in instituting against, any of the Co-Issuers or any Issuer Subsidiary any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy, insolvency, reorganization or similar law in any jurisdiction. . (b) Notwithstanding any other provision of this Agreement, the obligations of the Issuer hereunder are limited-recourse obligations and the obligations of the Co-Issuer hereunder are non-recourse obligations, in each case, payable solely from the Collateral Obligations and all other Collateral pledged by the Issuer pursuant to the Indenture in accordance with the terms of the Indenture and following realization thereof and reduction thereof to zero, all payment obligations of and all claims against the Co-Issuers hereunder or arising in connection herewith shall be extinguished and shall not thereafter revive. No recourse may be had under this Agreement against any employee, agent, officer, partner, member, shareholder shareholder, manager or director of any party hereto (collectively, the “Associated Persons”), in respect of the transactions contemplated by this Agreement, it being expressly agreed and understood that this Agreement is solely an obligation of each of the parties hereto and that no personal liability whatever shall attach to or be incurred by any Associated Person under or by reason of the obligations, representations and agreements of the parties contained in this Agreement, or implied therefrom. This Section 14(g) shall survive the termination or expiration of this Agreement.

No Bankruptcy Petition/Limited Recourse. The Placement Agent Collateral Manager covenants and agrees that, prior to the date which that is one year and one day (or, if longer, the applicable preference period then in effect plus one dayeffect) after the payment in full of all of the Offered Notes issued by the Co-IssuersIssuer under the Indenture, it the Collateral Manager will not institute against, or join any other person Person in instituting against, any of the Issuer or the Co-Issuers Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy, insolvency, reorganization or similar law in of any jurisdiction; provided, however, that nothing in this Section 18 shall preclude, or be deemed to stop, the Collateral Manager from taking any action prior to the expiration of the aforementioned one year and one day period (or, if longer, the applicable preference period then in effect) in (x) any case or proceeding voluntarily filed or commenced by the Issuer or the Co-Issuer, as the case may be or (y) any involuntary insolvency proceeding filed or commenced against the Issuer or the Co-Issuer, as the case may be, by a Person other than the Collateral Manager. The Collateral Manager hereby acknowledges and agrees that the Issuer’s obligations hereunder will be solely the corporate obligations of the Issuer, and the Collateral Manager will not have recourse to any of the directors, officers, employees, shareholders or affiliates of the Issuer, or any members of the Advisory Committee, with respect to any claims, losses, damages, liabilities, indemnities or other obligations in connection with any transaction contemplated hereby. Notwithstanding any provision hereof, all obligations of the Issuer and any claims arising from this Agreement or any transactions contemplated by this Agreement shall be limited solely to the Collateral Debt Securities and the other provision Assets and payable in accordance with the Priority of Payments. If payments on any such claims from the Assets are insufficient, no other assets shall be available for payment of the deficiency and, following liquidation of all the Assets, any claims of the Collateral Manager arising from this Agreement, Agreement and the obligations of the Issuer to pay such deficiencies shall be extinguished. The Issuer hereby acknowledges and agrees that the Collateral Manager’s obligations hereunder are limited-recourse obligations and shall be solely the limited liability company obligations of the Co-Collateral Manager, and the Issuer hereunder are non-shall not have any recourse obligationsto any of the members, in each casemanagers, payable solely from directors, officers, employees, shareholders or Affiliates of the Collateral in accordance Manager with the terms of the Indenture and following realization thereof and reduction thereof respect to zeroany claims, all losses, damages, liabilities, indemnities or other obligations of and all claims against the Co-Issuers hereunder or arising in connection herewith shall be extinguished and shall not thereafter revive. No recourse may be had under this Agreement against with any employee, agent, officer, partner, member, shareholder or director of any party hereto (collectively, the “Associated Persons”), in respect of the transactions contemplated by hereby. The provisions of this Agreement, it being expressly agreed and understood that this Agreement is solely an obligation of each of the parties hereto and that no personal liability whatever shall attach to or be incurred by any Associated Person under or by reason of the obligations, representations and agreements of the parties contained in this Agreement, or implied therefrom. This Section 14(g) 18 shall survive the termination or expiration of this AgreementAgreement for any reason whatsoever.

No Bankruptcy Petition/Limited Recourse. The Placement Agent Collateral Manager covenants and agrees that, prior to the date which that is one year and one day (or, if longer, the applicable preference period then in effect plus one dayeffect) after the payment in full of all of the Offered Notes issued by the Co-IssuersIssuer under the Indenture, it the Collateral Manager will not institute against, or join any other person Person in instituting against, the Issuer (or any of Permitted Subsidiary) or the Co-Issuers Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy, insolvency, reorganization or similar law in of any jurisdiction; provided, however, that nothing in this provision shall preclude, or be deemed to stop, the Collateral Manager from taking any action prior to the expiration of the aforementioned one year and one day period (or, if longer, the applicable preference period then in effect) in (x) any case or proceeding voluntarily filed or commenced by the Issuer or the Co-Issuer, as the case may be, or (y) any involuntary insolvency proceeding filed or commenced against the Issuer or the Co-Issuer, as the case may be, by a Person other than the Collateral Manager. The Collateral Manager hereby acknowledges and agrees that the Issuer’s obligations hereunder will be solely the corporate obligations of the Issuer, and the Collateral Manager will not have recourse to any of the directors, officers, employees, shareholders or affiliates of the Issuer with respect to any claims, losses, damages, liabilities, indemnities or other obligations hereunder or in connection with any transaction contemplated hereby. Notwithstanding any provision hereof, all obligations of the Issuer and any claims arising from this Agreement or any transactions contemplated by this Agreement shall be limited solely to the Mortgage Loans and the other provision Collateral payable in accordance with the Priority of this AgreementPayments. If payments on any such claims from the Collateral are insufficient, no other assets shall be available for payment of the deficiency and, following liquidation of all the Collateral, all claims against the Issuer and the obligations of the Issuer hereunder are limited-recourse obligations and the obligations of the Co-Issuer hereunder are non-recourse obligations, in each case, payable solely from the Collateral in accordance with the terms of the Indenture and following realization thereof and reduction thereof to zero, all obligations of and all claims against the Co-Issuers hereunder or arising in connection herewith pay such deficiencies shall be extinguished and shall not thereafter revive. No recourse may The Issuer hereby acknowledges and agrees that the Collateral Manager’s obligations hereunder shall be had under this Agreement against any employee, agent, officer, partner, member, shareholder or director of any party hereto (collectively, solely the “Associated Persons”), in respect limited liability company obligations of the Collateral Manager, and the Issuer shall not have any recourse to any of the members, managers, directors, officers, employees, shareholders or Affiliates of the Collateral Manager with respect to any claims, losses, damages, liabilities, indemnities or other obligations in connection with any transactions contemplated by hereby. The provisions of this Agreement, it being expressly agreed and understood that this Agreement is solely an obligation of each of the parties hereto and that no personal liability whatever shall attach to or be incurred by any Associated Person under or by reason of the obligations, representations and agreements of the parties contained in this Agreement, or implied therefrom. This Section 14(g) 18 shall survive the termination or expiration of this AgreementAgreement for any reason whatsoever.

No Bankruptcy Petition/Limited Recourse. The Placement Agent Collateral Manager covenants and agrees that, prior to the date which that is one year and one day (or, if longer, the applicable preference period then in effect plus one dayeffect) after the payment in full of all of the Offered Notes issued by the Co-IssuersIssuer under the Indenture, it the Collateral Manager will not institute against, or join any other person Person in instituting against, any of the Issuer or the Co-Issuers Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy, insolvency, reorganization or similar law in of any jurisdiction; provided, however, that nothing in this Section 18 shall preclude, or be deemed to stop, the Collateral Manager from taking any action prior to the expiration of the aforementioned one year and one day period (or, if longer, the applicable preference period then in effect) in (x) any case or proceeding voluntarily filed or commenced by the Issuer or the Co-Issuer, as the case may be or (y) any involuntary insolvency proceeding filed or commenced against the Issuer or the Co-Issuer, as the case may be, by a Person other than the Collateral Manager. The Collateral Manager hereby acknowledges and agrees that the Issuer’s obligations hereunder will be solely the corporate obligations of the Issuer, and the Collateral Manager will not have recourse to any of the directors, officers, employees, shareholders or affiliates of the Issuer, or any members of the Advisory Committee, with respect to any claims, losses, damages, liabilities, indemnities or other obligations in connection with any transaction contemplated hereby. Notwithstanding any provision hereof, all obligations of the Issuer and any claims arising from this Agreement or any transactions contemplated by this Agreement shall be limited solely to the Collateral Debt Securities and the other provision Assets and payable in accordance with the Priority of Payments. If payments on any such claims from the Assets are insufficient, no other assets shall be available for payment of the deficiency and, following liquidation of all the Assets, any claims of the Collateral Manager arising from this Agreement, Agreement and the obligations of the Issuer hereunder are limited-recourse obligations and the obligations of the Co-Issuer hereunder are non-recourse obligations, in each case, payable solely from the Collateral in accordance with the terms of the Indenture and following realization thereof and reduction thereof to zero, all obligations of and all claims against the Co-Issuers hereunder or arising in connection herewith pay such deficiencies shall be extinguished and shall not thereafter revive. No recourse may be had under this Agreement against any employee, agent, officer, partner, member, shareholder or director of any party hereto (collectively, the “Associated Persons”), in respect of the transactions contemplated by this Agreement, it being expressly agreed and understood that this Agreement is solely an obligation of each of the parties hereto and that no personal liability whatever shall attach to or be incurred by any Associated Person under or by reason of the obligations, representations and agreements of the parties contained in this Agreement, or implied therefrom. This Section 14(g) shall survive the termination or expiration of this Agreement.be

No Bankruptcy Petition/Limited Recourse. The Placement Agent (a) Each of the Initial Purchaser and the EU/UK Retention Holder covenants and agrees that, prior to the date which is one year and one day (or, if longer, the applicable preference period then in effect effect) plus one day) day after the payment in full of all of the Offered Notes issued by the Co-IssuersIssuer, it will not institute against, or join any other person Person in instituting against, the Issuer or any of the Co-Issuers Issuer Subsidiary any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy, insolvency, reorganization or similar law in any jurisdiction. . (b) Notwithstanding any other provision of this Agreement, the obligations of the Issuer hereunder are limited-recourse obligations and the obligations of the Co-Issuer hereunder are non-recourse obligations, in each case, payable solely from the Collateral Obligations and all other Collateral pledged by the Issuer pursuant to the Indenture in accordance with the terms of the Indenture and following realization thereof and reduction thereof to zero, all payment obligations of and all claims against the Co-Issuers Issuer hereunder or arising in connection herewith shall be extinguished and shall not thereafter revive. No recourse may be had under this Agreement against any employee, agent, officer, partner, member, shareholder shareholder, manager or director of any party hereto (collectively, the “Associated Persons”), in respect of the transactions contemplated by this Agreement, it being expressly agreed and understood that this Agreement is solely an obligation of each of the parties hereto and that no personal liability whatever shall attach to or be incurred by any Associated Person under or by reason of the obligations, representations and agreements of the parties contained in this Agreement, or implied therefrom. This Section 14(g) shall survive the termination or expiration of this Agreement.

No Bankruptcy Petition/Limited Recourse. The Placement Agent agrees Agents covenant and agree that, prior to the date which is one year and one day (or, if longer, the applicable preference period then in effect plus one day) after the payment in full of all of the Offered Notes issued by the Co-Issuers, it they will not institute against, or join any other person Person in instituting against, any of the Co-Issuers any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy, insolvency, reorganization or similar law in any jurisdiction. Notwithstanding any other provision of this Agreement, the obligations of the Issuer hereunder are limited-recourse obligations and the obligations of the Co-Issuer hereunder are non-recourse obligations, in each case, payable solely from the Collateral in accordance with the terms of the Indenture and following realization thereof and reduction thereof to zero, all obligations of and all claims against the Co-Issuers hereunder or arising in connection herewith shall be extinguished and shall not thereafter revive. No recourse may be had under this Agreement against any employee, agent, officer, partner, member, shareholder or director of any party hereto (collectively, the “Associated Persons”), in respect of the transactions contemplated by this Agreement, it being expressly agreed and understood that this Agreement is solely an obligation of each of the parties hereto and that no personal liability whatever shall attach to or be incurred by any Associated Person under or by reason of the obligations, representations and agreements of the parties contained in this Agreement, or implied therefrom. This Section 14(g13(g) shall survive the termination or expiration of this Agreement.

No Bankruptcy Petition/Limited Recourse. The Placement Agent Each Dealer Party covenants and agrees that, prior to the date which is one year and one day (or, if longer, the applicable preference period then in effect plus effect) and one day) day after the payment in full of all of the Offered Notes issued by the Co-IssuersIssuer, it will not institute against, or join any other person Person in instituting against, any either of the Co-Issuers Issuer any bankruptcy, reorganization, arrangement, insolvency insolvency, winding up or liquidation proceedings or other proceedings under any bankruptcy, insolvency, reorganization reorganization, winding up or similar law in any jurisdiction. Notwithstanding any other provision of this Agreement, the obligations of the Issuer hereunder are from time to time and at any time limited-recourse obligations and the obligations of the Co-Issuer hereunder are non-recourse obligations, in each case, payable solely from the Collateral Assets available at such time in accordance with the terms of the Indenture and following realization thereof and reduction thereof to zero, all obligations of and all claims against the Co-Issuers Issuer hereunder or arising in connection herewith shall be extinguished and shall not thereafter revive. No recourse may be had under this Agreement against any employee, agent, officer, partner, member, shareholder or director of any party hereto (collectively, the “Associated Persons”), in respect of the transactions contemplated by this Agreement, it being expressly agreed and understood that this Agreement is solely an obligation of each of the parties hereto and that no personal liability whatever shall attach to or be incurred by any Associated Person under or by reason of the obligations, representations and agreements of the parties contained in this Agreement, or implied therefrom. This Section 14(g) 16 shall survive the termination or expiration of this Agreement.

No Bankruptcy Petition/Limited Recourse. The Placement Agent agrees thatCollateral Manager and the Collateral Administrator each covenant and agree, prior to the later to occur of (i) the date which is one year and one day (or, if longer, the applicable preference period then in effect plus effect) and one day) day after the payment in full of all of the Offered Notes issued Obligations by the Co-IssuersBorrower Parties under the Loan Agreement or, it will (ii) if an Approved Securitization is closed, after payment in full of all securities issued thereunder, not to institute against, or join any other person Person in instituting against, any of the Co-Issuers Borrower Parties any bankruptcy, reorganization, arrangement, insolvency insolvency, moratorium, winding-up, or liquidation proceedings or other proceedings under any bankruptcy, insolvency, reorganization or similar law law; provided, however, that nothing in this provision shall preclude, or be deemed to estop, the Collateral Manager or the Collateral Administrator (a) from taking any jurisdictionaction prior to the expiration of the aforementioned period of one year (or if longer, the applicable preference period then in effect) and one day in (i) any case or proceedings voluntarily filed or commenced by the Borrower Parties or (ii) any involuntary insolvency proceeding filed or commenced against the Borrower Parties by a Person other than the Collateral Manager or the Collateral Administrator or (b) from commencing against the Borrower Parties or any properties of the Borrower Parties any legal action which is not a bankruptcy, reorganization, arrangement, insolvency, moratorium, winding-up, or liquidation proceeding. Notwithstanding any other provision of this Agreement, the any and all obligations of the Issuer hereunder are limited-recourse obligations Borrower Parties and the obligations of the Co-Issuer hereunder are non-recourse obligationsany claims arising from, in each caseor any transactions contemplated by, payable this Agreement, shall be limited solely from to the Collateral Obligations and other Collateral and paid in accordance with the terms provisions of the Indenture and following realization thereof and reduction thereof to zero, all obligations of and all claims against the Co-Issuers hereunder or arising in connection herewith shall be extinguished and shall not thereafter revive. No recourse may be had under this Agreement against any employee, agent, officer, partner, member, shareholder or director of any party hereto (collectively, the “Associated Persons”), in respect of the transactions contemplated by this Loan Agreement, it being expressly agreed including Section 2.7 and understood that this Agreement is solely an obligation of each of the parties hereto and that no personal liability whatever shall attach to or be incurred by any Associated Person under or by reason of the obligations, representations and agreements of the parties contained in this Agreement, or implied therefrom. This Section 14(g) shall survive the termination or expiration of this Agreement.2.8

No Bankruptcy Petition/Limited Recourse. The Placement Agent Collateral Manager covenants and agrees that, prior to the date which that is one year and one day (or, if longer, the applicable preference period then in effect plus and one day) after the payment in full of all of the Offered Notes issued by the Co-IssuersIssuer under the Indenture, it the Collateral Manager will not institute against, or join any other person Person in instituting against, the Issuer (or any of the Co-Issuers Permitted Subsidiary) any bankruptcy, reorganization, arrangement, insolvency insolvency, winding up or liquidation proceedings or other proceedings under any bankruptcy, insolvency, reorganization or similar law in of any jurisdiction; provided, however, that nothing in this provision shall preclude, or be deemed to stop, the Collateral Manager from taking any action prior to the expiration of the aforementioned one year and one day period (or, if longer, the applicable preference period then in effect and one day) in (x) any case or proceeding voluntarily filed or commenced by the Issuer, or (y) any involuntary insolvency proceeding filed or commenced against the Issuer by a Person other than the Collateral Manager. The Collateral Manager hereby acknowledges and agrees that the Issuer’s obligations hereunder will be solely the corporate obligations of the Issuer, and the Collateral Manager will not have recourse to any of the directors, officers, employees, shareholders or Affiliates of the Issuer, or any members of the Advisory Committee, with respect to any claims, losses, damages, liabilities, indemnities or other obligations hereunder or in connection with any transaction contemplated hereby. Notwithstanding any other provision hereof, all obligations of the Issuer and any claims arising from this Agreement or any transactions contemplated by this Agreement, in each case from time to time and at any time, shall be limited solely to the Mortgage Assets and the other Collateral available at such time and payable in accordance with the Priority of Payments. If payments on any such claims from the Collateral are insufficient, no other assets shall be available for payment of the deficiency and, following liquidation of all the Collateral, all claims against the Issuer and the obligations of the Issuer hereunder are limited-recourse obligations and the obligations of the Co-Issuer hereunder are non-recourse obligations, in each case, payable solely from the Collateral in accordance with the terms of the Indenture and following realization thereof and reduction thereof to zero, all obligations of and all claims against the Co-Issuers hereunder or arising in connection herewith pay such deficiencies shall be extinguished and shall not thereafter revive. No recourse may The Issuer hereby acknowledges and agrees that the Collateral Manager’s obligations hereunder shall be had under this Agreement against any employee, agent, officer, partner, member, shareholder or director of any party hereto (collectively, solely the “Associated Persons”), in respect limited liability company obligations of the Collateral Manager, and the Issuer shall not have any recourse to any of the members, managers, directors, officers, employees, shareholders or Affiliates of the Collateral Manager with respect to any claims, losses, damages, liabilities, indemnities or other obligations in connection with any transactions contemplated by hereby. The provisions of this Agreement, it being expressly agreed and understood that this Agreement is solely an obligation of each of the parties hereto and that no personal liability whatever shall attach to or be incurred by any Associated Person under or by reason of the obligations, representations and agreements of the parties contained in this Agreement, or implied therefrom. This Section 14(g) 18 shall survive the termination or expiration of this AgreementAgreement for any reason whatsoever.

No Bankruptcy Petition/Limited Recourse. The Placement Agent Collateral Manager covenants and agrees that, prior to the date which that is one year and one day (or, if longer, the applicable preference period then in effect plus one dayeffect) after the payment in full of all of the Offered Notes issued by the Co-IssuersIssuer under the Indenture, it the Collateral Manager will not institute against, or join any other person Person in instituting against, any of the Issuer or the Co-Issuers Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy, insolvency, reorganization or similar law in of any jurisdiction; provided, however, that nothing in this Section ‎18 shall preclude, or be deemed to stop, the Collateral Manager from taking any action prior to the expiration of the aforementioned one year and one day period (or, if longer, the applicable preference period then in effect) in (x) any case or proceeding voluntarily filed or commenced by the Issuer or the Co-Issuer, as the case may be or (y) any involuntary insolvency proceeding filed or commenced against the Issuer or the Co-Issuer, as the case may be, by a Person other than the Collateral Manager. The Collateral Manager hereby acknowledges and agrees that the Issuer’s obligations hereunder will be solely the corporate obligations of the Issuer, and the Collateral Manager will not have recourse to any of the directors, officers, employees, shareholders or affiliates of the Issuer, or any members of the Advisory Committee, with respect to any claims, losses, damages, liabilities, indemnities or other obligations in connection with any transaction contemplated hereby. Notwithstanding any provision hereof, all obligations of the Issuer and any claims arising from this Agreement or any transactions contemplated by this Agreement shall be limited solely to the Collateral Debt Securities and the other provision Assets and payable in accordance with the Priority of Payments. If payments on any such claims from the Assets are insufficient, no other assets shall be available for payment of the deficiency and, following liquidation of all the Assets, any claims of the Collateral Manager arising from this Agreement, Agreement and the obligations of the Issuer to pay such deficiencies shall be extinguished. The Issuer hereby acknowledges and agrees that the Collateral Manager’s obligations hereunder are limited-recourse obligations and shall be solely the limited liability company obligations of the Co-Collateral Manager, and the Issuer hereunder are non-shall not have any recourse obligationsto any of the members, in each casemanagers, payable solely from directors, officers, employees, shareholders or Affiliates of the Collateral in accordance Manager with the terms of the Indenture and following realization thereof and reduction thereof respect to zeroany claims, all losses, damages, liabilities, indemnities or other obligations of and all claims against the Co-Issuers hereunder or arising in connection herewith shall be extinguished and shall not thereafter revive. No recourse may be had under this Agreement against with any employee, agent, officer, partner, member, shareholder or director of any party hereto (collectively, the “Associated Persons”), in respect of the transactions contemplated by hereby. The provisions of this Agreement, it being expressly agreed and understood that this Agreement is solely an obligation of each of the parties hereto and that no personal liability whatever shall attach to or be incurred by any Associated Person under or by reason of the obligations, representations and agreements of the parties contained in this Agreement, or implied therefrom. This Section 14(g) ‎18 shall survive the termination or expiration of this AgreementAgreement for any reason whatsoever.

No Bankruptcy Petition/Limited Recourse. The Placement Agent Loan Obligation Manager covenants and agrees that, prior to the date which that is one year and one day (or, if longer, the applicable preference period then in effect plus one dayeffect) after the payment in full of all of the Offered Notes issued by the Co-IssuersIssuer under the Indenture, it the Loan Obligation Manager will not institute against, or join any other person Person in instituting against, the Issuer (or any of Permitted Subsidiary) or the Co-Issuers Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy, insolvency, reorganization or similar law in of any jurisdiction; provided, however, that nothing in this provision shall preclude, or be deemed to stop, the Loan Obligation Manager from taking any action prior to the expiration of the aforementioned one year and one day period (or, if longer, the applicable preference period then in effect) in (x) any case or proceeding voluntarily filed or commenced by the Issuer or the Co-Issuer, as the case may be, or (y) any involuntary insolvency proceeding filed or commenced against the Issuer or the Co-Issuer, as the case may be, by a Person other than the Loan Obligation Manager. The Loan Obligation Manager hereby acknowledges and agrees that the Issuer’s obligations hereunder will be solely the corporate obligations of the Issuer, and the Loan Obligation Manager will not have recourse to any of the directors, officers, employees, shareholders or affiliates of the Issuer, or any members of the Advisory Committee, with respect to any claims, losses, damages, liabilities, indemnities or other obligations hereunder or in connection with any transaction contemplated hereby. Notwithstanding any provision hereof, all obligations of the Issuer and any claims arising from this Agreement or any transactions contemplated by this Agreement shall be limited solely to the Loan Obligations and the other provision Assets payable in accordance with the Priority of this AgreementPayments. If payments on any such claims from the Assets are insufficient, no other assets shall be available for payment of the deficiency and, following liquidation of all the Assets, all claims against the Issuer and the obligations of the Issuer hereunder are limited-recourse obligations and the obligations of the Co-Issuer hereunder are non-recourse obligations, in each case, payable solely from the Collateral in accordance with the terms of the Indenture and following realization thereof and reduction thereof to zero, all obligations of and all claims against the Co-Issuers hereunder or arising in connection herewith pay such deficiencies shall be extinguished and shall not thereafter revive. No recourse may The Issuer hereby acknowledges and agrees that the Loan Obligation Manager’s obligations hereunder shall be had under this Agreement against any employee, agent, officer, partner, member, shareholder or director of any party hereto (collectively, solely the “Associated Persons”), in respect limited liability company obligations of the Loan Obligation Manager, and the Issuer shall not have any recourse to any of the members, managers, directors, officers, employees, shareholders or Affiliates of the Loan Obligation Manager with respect to any claims, losses, damages, liabilities, indemnities or other obligations in connection with any transactions contemplated by hereby. The provisions of this Agreement, it being expressly agreed and understood that this Agreement is solely an obligation of each of the parties hereto and that no personal liability whatever shall attach to or be incurred by any Associated Person under or by reason of the obligations, representations and agreements of the parties contained in this Agreement, or implied therefrom. This Section 14(g) 18 shall survive the termination or expiration of this AgreementAgreement for any reason whatsoever.

No Bankruptcy Petition/Limited Recourse. The Placement Agent Collateral Manager covenants and agrees that, prior to the date which that is one year and one day (or, if longer, the applicable preference period then in effect plus one dayeffect) after the payment in full of all of the Offered Notes issued by the Co-IssuersIssuer under the Indenture, it the Collateral Manager will not institute against, or join any other person Person in instituting against, the Issuer (or any of Permitted Subsidiary) or the Co-Issuers Co‑Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy, insolvency, reorganization or similar law in of any jurisdiction; provided, however, that nothing in this provision shall preclude, or be deemed to stop, the Collateral Manager from taking any action prior to the expiration of the aforementioned one year and one day period (or, if longer, the applicable preference period then in effect) in (x) any case or proceeding voluntarily filed or commenced by the Issuer or the Co‑Issuer, as the case may be, or (y) any involuntary insolvency proceeding filed or commenced against the Issuer or the Co‑Issuer, as the case may be, by a Person other than the Collateral Manager. The Collateral Manager hereby acknowledges and agrees that the Issuer’s obligations hereunder will be solely the corporate obligations of the Issuer, and the Collateral Manager will not have recourse to any of the directors, officers, employees, shareholders or affiliates of the Issuer, or any members of the Advisory Committee, with respect to any claims, losses, damages, liabilities, indemnities or other obligations hereunder or in connection with any transaction contemplated hereby. Notwithstanding any provision hereof, all obligations of the Issuer and any claims arising from this Agreement or any transactions contemplated by this Agreement shall be limited solely to the Collateral Interests and the other provision Collateral payable in accordance with the Priority of this AgreementPayments. If payments on any such claims from the Collateral are insufficient, no other assets shall be available for payment of the deficiency and, following liquidation of all the Collateral, all claims against the Issuer and the obligations of the Issuer hereunder are limited-recourse obligations and the obligations of the Co-Issuer hereunder are non-recourse obligations, in each case, payable solely from the Collateral in accordance with the terms of the Indenture and following realization thereof and reduction thereof to zero, all obligations of and all claims against the Co-Issuers hereunder or arising in connection herewith pay such deficiencies shall be extinguished and shall not thereafter revive. No recourse may The Issuer hereby acknowledges and agrees that the Collateral Manager’s obligations hereunder shall be had under this Agreement against any employee, agent, officer, partner, member, shareholder or director of any party hereto (collectively, solely the “Associated Persons”), in respect limited liability company obligations of the Collateral Manager, and the Issuer shall not have any recourse to any of the members, managers, directors, officers, employees, shareholders or Affiliates of the Collateral Manager with respect to any claims, losses, damages, liabilities, indemnities or other obligations in connection with any transactions contemplated by hereby. The provisions of this Agreement, it being expressly agreed and understood that this Agreement is solely an obligation of each of the parties hereto and that no personal liability whatever shall attach to or be incurred by any Associated Person under or by reason of the obligations, representations and agreements of the parties contained in this Agreement, or implied therefrom. This Section 14(g) 18 shall survive the termination or expiration of this AgreementAgreement for any reason whatsoever.

No Bankruptcy Petition/Limited Recourse. The Placement Agent Collateral Manager covenants and agrees that, prior to the date which that is one year and one day (or, if longer, the applicable preference period then in effect plus one dayeffect) after the payment in full of all of the Offered Notes issued by the Co-IssuersIssuer under the Indenture, it the Collateral Manager will not institute against, or join any other person Person in instituting against, the Issuer (or any of Permitted Subsidiary) or the Co-Issuers Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy, insolvency, reorganization or similar law in of any jurisdiction; provided, however, that nothing in this provision shall preclude, or be deemed to stop, the Collateral Manager from taking any action prior to the expiration of the aforementioned one year and one day period (or, if longer, the applicable preference period then in effect) in (x) any case or proceeding voluntarily filed or commenced by the Issuer or the Co-Issuer, as the case may be, or (y) any involuntary insolvency proceeding filed or commenced against the Issuer or the Co-Issuer, as the case may be, by a Person other than the Collateral Manager. The Collateral Manager hereby acknowledges and agrees that the Issuer’s obligations hereunder will be solely the corporate obligations of the Issuer, and the Collateral Manager will not have recourse to any of the directors, officers, employees, shareholders or affiliates of the Issuer, or any members of the Advisory Committee, with respect to any claims, losses, damages, liabilities, indemnities or other obligations hereunder or in connection with any transaction contemplated hereby. Notwithstanding any provision hereof, all obligations of the Issuer and any claims arising from this Agreement or any transactions contemplated by this Agreement shall be limited solely to the Mortgage Assets and the other provision Collateral payable in accordance with the Priority of this AgreementPayments. If payments on any such claims from the Collateral are insufficient, no other assets shall be available for payment of the deficiency and, following liquidation of all the Collateral, all claims against the Issuer and the obligations of the Issuer hereunder are limited-recourse obligations and the obligations of the Co-Issuer hereunder are non-recourse obligations, in each case, payable solely from the Collateral in accordance with the terms of the Indenture and following realization thereof and reduction thereof to zero, all obligations of and all claims against the Co-Issuers hereunder or arising in connection herewith pay such deficiencies shall be extinguished and shall not thereafter revive. No recourse may The Issuer hereby acknowledges and agrees that the Collateral Manager’s obligations hereunder shall be had under this Agreement against any employee, agent, officer, partner, member, shareholder or director of any party hereto (collectively, solely the “Associated Persons”), in respect limited liability company obligations of the Collateral Manager, and the Issuer shall not have any recourse to any of the members, managers, directors, officers, employees, shareholders or Affiliates of the Collateral Manager with respect to any claims, losses, damages, liabilities, indemnities or other obligations in connection with any transactions contemplated by hereby. The provisions of this Agreement, it being expressly agreed and understood that this Agreement is solely an obligation of each of the parties hereto and that no personal liability whatever shall attach to or be incurred by any Associated Person under or by reason of the obligations, representations and agreements of the parties contained in this Agreement, or implied therefrom. This Section 14(g) 18 shall survive the termination or expiration of this AgreementAgreement for any reason whatsoever.

No Bankruptcy Petition/Limited Recourse. The Placement Agent Collateral Manager covenants and agrees that, prior to the date which that is one year and one day (or, if longer, the applicable preference period then in effect plus one dayeffect) after the payment in full of all of the Offered Notes issued by the Co-IssuersIssuer under the Indenture, it the Collateral Manager will not institute against, or join any other person Person in instituting against, any of the Co-Issuers Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy, insolvency, reorganization or similar law law; provided, however, that nothing in this Section 18 shall preclude, or be deemed to stop, the Collateral Manager from taking any jurisdictionaction prior to the expiration of the aforementioned one year and one day period (or, if longer, the applicable preference period then in effect) in (x) any case or proceeding voluntarily filed or commenced by the Issuer, as the case may be, or (y) any involuntary insolvency proceeding filed or commenced against the Issuer, as the case may be, by a Person other than the Collateral Manager. The Collateral Manager hereby acknowledges and agrees that the Issuer’s obligations hereunder will be solely the corporate obligations of the Issuer, and the Collateral Manager will not have recourse to any of the directors, officers, employees, shareholders or affiliates of the Issuer or the Owner Trustee on behalf of the Issuer with respect to any claims, losses, damages, liabilities, indemnities or other obligations in connection with any transaction contemplated hereby. Notwithstanding any provision hereof, all obligations of the Issuer and any claims arising from this Agreement or any transactions contemplated by this Agreement shall be limited solely to the Collateral Obligations and the other provision Assets and payable in accordance with the Priority of Payments. If payments on any such claims from the Assets are insufficient, no other assets shall be available for payment of the deficiency and, following liquidation of all the Assets, any claims of the Collateral Manager arising from this Agreement, Agreement and the obligations of the Issuer to pay such deficiencies shall be extinguished. The Issuer hereby acknowledges and agrees that the Collateral Manager’s obligations hereunder are limited-recourse obligations and shall be solely the limited liability company obligations of the Co-Collateral Manager, and the Issuer hereunder are non-shall not have any recourse obligationsto any of the members, in each casemanagers, payable solely from directors, officers, employees, shareholders or Affiliates of the Collateral in accordance Manager with the terms of the Indenture and following realization thereof and reduction thereof respect to zeroany claims, all losses, damages, liabilities, indemnities or other obligations of and all claims against the Co-Issuers hereunder or arising in connection herewith shall be extinguished and shall not thereafter revive. No recourse may be had under this Agreement against with any employee, agent, officer, partner, member, shareholder or director of any party hereto (collectively, the “Associated Persons”), in respect of the transactions contemplated by hereby. The provisions of this Agreement, it being expressly agreed and understood that this Agreement is solely an obligation of each of the parties hereto and that no personal liability whatever shall attach to or be incurred by any Associated Person under or by reason of the obligations, representations and agreements of the parties contained in this Agreement, or implied therefrom. This Section 14(g) 18 shall survive the termination or expiration of this AgreementAgreement for any reason.

No Bankruptcy Petition/Limited Recourse. The Placement Agent agrees that, prior to the date which is one year and one day (or, if longer, the applicable preference period then in effect plus one day) after the payment in full of all of the Offered Notes issued by the Co-Issuers, it will not institute against, or join any other person in instituting against, any of the Co-Issuers any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy, insolvency, reorganization or similar law in any jurisdiction. Notwithstanding any other provision of this Agreement, the obligations of the Issuer hereunder are limited-recourse obligations and the obligations of the Co-Issuer hereunder are non-recourse obligations, in each case, payable solely from the Collateral in accordance with the terms of the Indenture and following realization thereof and reduction thereof to zero, all obligations of and all claims against the Co-Issuers hereunder or arising in connection herewith shall be extinguished and shall not thereafter revive. No recourse may be had under this Agreement against any employee, agent, officer, partner, member, shareholder or director of any party hereto (collectively, the “Associated Persons”), in respect of the transactions contemplated by this Agreement, it being expressly agreed and understood that this Agreement is solely an obligation of each of the parties hereto and that no personal liability whatever shall attach to or be incurred by any Associated Person under or by reason of the obligations, representations and agreements of the parties contained in this Agreement, or implied therefrom. This Section 14(g) shall survive the termination or expiration of this Agreement.