Common use of No Proceedings Limited Recourse Clause in Contracts

No Proceedings Limited Recourse. (a) The Borrower, ADT, the Servicer, the Collateral Agent, the Administrative Agent, each Lender, and each Group Agent, each hereby agrees that it will not institute against any Conduit Lender, or join any other Person in instituting against any Conduit Lender, any proceeding of the type referred to in the definition of Event of Bankruptcy from the Closing Date until one year plus one day following the last day on which all Commercial Paper Notes and other publicly or privately placed indebtedness of such Conduit Lender shall have been indefeasibly paid in full. The foregoing shall not limit any such Person’s right to file any claim in or otherwise take any action with respect to any insolvency proceeding that was instituted by any Person other than such parties. (b) The Servicer, ADT, the Collateral Agent, the Administrative Agent, each Lender, and each Group Agent, each hereby agrees, and each Affected Person, Indemnified Party, Set-off Party and each other Person (other than the Borrower) obtaining any benefits from this Agreement and the Transaction Documents, by its acceptance of such benefits, shall be deemed to have agreed, that it will not institute against the Borrower, or join any other Person in instituting against the Borrower, any proceeding of the type referred to in the definition of Event of Bankruptcy. The foregoing shall not limit the right of any such Person (each, a “Borrower Creditor”) right to file any claim in or otherwise take any action with respect to any insolvency proceeding that was instituted by any Person other than such Borrower Creditor, to the extent such Borrower Creditor has not otherwise caused the institution of such proceeding. All claims against the Borrower of any Borrower Creditor that has instituted or has caused the institution of such a proceeding shall be subordinated to the claims of each Borrower Creditor that has not instituted or caused the institution of such a proceeding, and the foregoing agreement shall constitute a “subordination agreement” within the meaning of Section 510 of the Bankruptcy Code. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, the obligations of the Borrower hereunder and thereunder are solely the obligations of the Borrower, payable solely from the Borrower’s own assets. (c) Notwithstanding anything to the contrary contained herein, the obligations of any Conduit Lender under this Agreement are solely the obligations of such Conduit Lender and shall be payable at such time as funds are received by or are available to such Conduit Lender in excess of funds necessary to pay in full all outstanding Commercial Paper Notes of such Conduit Lender and, if applicable, all obligations and liabilities of such Conduit Lender to any related Commercial Paper Note issuer, and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against such Conduit Lender but shall continue to accrue. Each party hereto agrees that the payment of any claim (as defined in Section 101 of Title 11, of the Bankruptcy Code) of any such party shall be subordinated to the payment in full of all Commercial Paper Notes; provided, however, that each party hereto agrees that for purposes of this Section 12.07(c), a Conduit Xxxxxx does not own a direct interest in the Pool Receivables, the Related Assets, Collections and the proceeds therefrom, but only a right to the amounts set forth as payable to it herein, and accordingly this Section 12.07(c) does not contemplate that amounts payable to the Borrower or Servicers from the proceeds of Pool Receivables and Related Assets, including Collections, all as set forth herein, would be subordinated to the payment of a Conduit Xxxxxx’s Commercial Paper Notes. (d) No recourse under any obligation, covenant or agreement of any Conduit Lender contained in this Agreement shall be had against any member, manager, officer, director, employee or agent of such Conduit Lender 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 an obligation of each Conduit Lender individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, employee or agent of any Conduit Lender or any of their Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of such Conduit Lender contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by any Conduit 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 member, manager, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; 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. (e) Except as expressly provided in any Transaction Document, no recourse shall be had for the payment of any amount owing by the Borrower in respect of this Agreement or the other Transaction Documents or for the payment of any fee hereunder or for any other obligation or claim arising out of or based upon this Agreement against the Servicer, any other ADT Entity or any Affiliate of any of the foregoing (other than the Borrower), or any stockholder, employee, officer, director, incorporator or beneficial owner of any of the foregoing; provided, however, that, the foregoing shall not in any manner affect, limit or waive any of the obligations of the Servicer, any other ADT Entity or any Affiliate of any of the foregoing that such Person may have under any Transaction Document.

No Proceedings Limited Recourse. (a) The Borrower, ADTEach Seller, the Servicer, the Collateral Agent, the Administrative Agent, each LenderPurchaser, and each Group Purchaser Agent, each hereby agrees that it will not institute against any Conduit LenderPurchaser, or join any other Person in instituting against any Conduit LenderPurchaser, any proceeding of the type referred to in the definition of Event of Bankruptcy from the Closing Date until one year plus one day following the last day on which all Commercial Paper Notes and other publicly or privately placed indebtedness of such Conduit Lender Purchaser shall have been indefeasibly paid in full. The foregoing shall not limit any such Person’s right to file any claim in or otherwise take any action with respect to any insolvency proceeding that was instituted by any Person other than such parties. (b) The Servicer, ADT, the Collateral Agent, the Administrative Agent, each LenderPurchaser, and each Group Purchaser Agent, each hereby agrees, and each Affected Person, Indemnified Party, Set-off Party and each other Person (other than the Borrower) obtaining any benefits from this Agreement and the Transaction Documents, by its acceptance of such benefits, shall be deemed to have agreed, agrees that it will not institute against the Borrowerany Seller, or join any other Person in instituting against the Borrowerany Seller, any proceeding of the type referred to in the definition of Event of Bankruptcy; provided, however, that the Collateral Agent or the Administrative Agent, with the prior consent of the Required Purchasers, may, or shall at the direction of the Required Purchasers institute or join any other Person in instituting any such proceeding against any Seller. The foregoing shall not limit the right of any such Person (each, a “Borrower Creditor”) Person’s right to file any claim in or otherwise take any action with respect to any insolvency proceeding that was instituted by any Person other than such Borrower Creditor, to the extent such Borrower Creditor has not otherwise caused the institution of such proceeding. All claims against the Borrower of any Borrower Creditor that has instituted or has caused the institution of such a proceeding shall be subordinated to the claims of each Borrower Creditor that has not instituted or caused the institution of such a proceeding, and the foregoing agreement shall constitute a “subordination agreement” within the meaning of Section 510 of the Bankruptcy Code. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, the obligations of the Borrower hereunder and thereunder are solely the obligations of the Borrower, payable solely from the Borrower’s own assetsparties. (c) Notwithstanding anything to the contrary contained herein, the obligations of any Conduit Lender Purchaser under this Agreement are solely the obligations of such Conduit Lender Purchaser and shall be payable at such time as funds are received by or are available to such Conduit Lender Purchaser in excess of funds necessary to pay in full all outstanding Commercial Paper Notes of such Conduit Lender Purchaser and, if applicable, all obligations and liabilities of such Conduit Lender Purchaser to any related Commercial Paper Note issuer, and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against such Conduit Lender Purchaser but shall continue to accrue. Each party hereto agrees that the payment of any claim (as defined in Section 101 of Title 11, of the Bankruptcy Code) of any such party shall be subordinated to the payment in full of all Commercial Paper Notes; provided, however, that each party hereto agrees that for purposes of this Section 12.07(c13.7(c), a Conduit Xxxxxx Purchaser does not own a direct interest in the Pool Receivables, the Related Assets, Collections and the proceeds therefrom, or in collateral or payments from Hedge Transactions, but only a right to the amounts set forth as payable to it herein, and accordingly this Section 12.07(c13.7(c) does not contemplate that amounts payable to the Borrower Sellers or Servicers from the proceeds of Pool Receivables and Related Assets, including Collections, and from payments and collateral liquidations under Hedge Transactions, all as set forth herein, would be subordinated to the payment of a Conduit XxxxxxPurchaser’s Commercial Paper Notes. (d) No recourse under any obligation, covenant or agreement of any Conduit Lender Purchaser contained in this Agreement shall be had against any member, manager, officer, director, employee or agent of such Conduit Lender Purchaser 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 an obligation of each Conduit Lender Purchaser individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, employee or agent of any Conduit Lender Purchaser or any of their Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of such Conduit Lender Purchaser contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by any Conduit Lender Purchaser of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such member, manager, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; 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. (e) Except as expressly provided in any Transaction Document, no recourse shall be had for the payment of any amount owing by the Borrower in respect of this Agreement or the other Transaction Documents or for the payment of any fee hereunder or for any other obligation or claim arising out of or based upon this Agreement against the Servicer, any other ADT Entity or any Affiliate of any of the foregoing (other than the Borrower), or any stockholder, employee, officer, director, incorporator or beneficial owner of any of the foregoing; provided, however, that, the foregoing shall not in any manner affect, limit or waive any of the obligations of the Servicer, any other ADT Entity or any Affiliate of any of the foregoing that such Person may have under any Transaction Document.

No Proceedings Limited Recourse. (a) The BorrowerSeller, ADT, the Servicer, the Collateral Agent, the Administrative Agent, each LenderPurchaser, and each Group Purchaser Agent, each hereby agrees that it will not institute against any Conduit Lender, or join any other Person in instituting against any Conduit Lender, any proceeding of the type referred to in the definition of Event of Bankruptcy from the Closing Date until one year plus one day following the last day on which all Commercial Paper Notes and other publicly or privately placed indebtedness of such Conduit Lender shall have been indefeasibly paid in full. The foregoing shall not limit any such Person’s right to file any claim in or otherwise take any action with respect to any insolvency proceeding that was instituted by any Person other than such parties.87 SK 28677 0004 8494650 v1217 (b) The Servicer, ADT, the Collateral Agent, the Administrative Agent, each LenderPurchaser, and each Group Purchaser Agent, each hereby agrees, and each Affected PersonParty, Indemnified Party, Set-off Party and each other Person (other than the BorrowerSeller) obtaining any benefits from this Agreement and the Transaction Documents, by its acceptance of such benefits, shall be deemed to have agreed, that it will not institute against the BorrowerSeller, or join any other Person in instituting against the BorrowerSeller, any proceeding of the type referred to in the definition of Event of Bankruptcy. The foregoing shall not limit the right of any such Person (each, a “Borrower Seller Creditor”) right to file any claim in or otherwise take any action with respect to any insolvency proceeding that was instituted by any Person other than such Borrower Seller Creditor, to the extent such Borrower Seller Creditor has not otherwise caused the institution of such proceeding. All claims against the Borrower Seller of any Borrower Seller Creditor that has instituted or has caused the institution of such a proceeding shall be subordinated to the claims of each Borrower Seller Creditor that has not instituted or caused the institution of such a proceeding, and the foregoing agreement shall constitute a “subordination agreement” within the meaning of Section 510 of the Bankruptcy Code. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, the obligations of the Borrower Seller hereunder and thereunder are solely the obligations of the BorrowerSeller, payable solely from the BorrowerSeller’s own assets. (c) Notwithstanding anything to the contrary contained herein, the obligations of any Conduit Lender Purchaser under this Agreement are solely the obligations of such Conduit Lender Purchaser and shall be payable at such time as funds are received by or are available to such Conduit Lender Purchaser in excess of funds necessary to pay in full all outstanding Commercial Paper Notes of such Conduit Lender Purchaser and, if applicable, all obligations and liabilities of such Conduit Lender Purchaser to any related Commercial Paper Note issuer, and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against such Conduit Lender Purchaser but shall continue to accrue. Each party hereto agrees that the payment of any claim (as defined in Section 101 of Title 11, of the Bankruptcy Code) of any such party shall be subordinated to the payment in full of all Commercial Paper Notes; provided, however, that each party hereto agrees that for purposes of this Section 12.07(c13.7(c), a Conduit Xxxxxx Purchaser does not own a direct interest in the Pool Receivables, the Related Assets, Collections and the proceeds therefrom, but only a right to the amounts set forth as payable to it herein, and accordingly this Section 12.07(c13.7(c) does not contemplate that amounts payable to the Borrower Seller or Servicers from the proceeds of Pool Receivables and Related Assets, including Collections, all as set forth herein, would be subordinated to the payment of a Conduit Xxxxxx’s Commercial Paper Notes.88 (d) No recourse under any obligation, covenant or agreement of any Conduit Lender Purchaser contained in this Agreement shall be had against any member, manager, officer, director, employee or agent of such Conduit Lender Purchaser 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 an obligation of each Conduit Lender Purchaser individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, employee or agent of any Conduit Lender Purchaser or any of their Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of such Conduit Lender Purchaser contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by any Conduit Lender Purchaser of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such member, manager, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; 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. (e) Except as expressly provided in any Transaction Document, no recourse shall be had for the payment of any amount owing by the Borrower Seller in respect of this Agreement or the other Transaction Documents or for the payment of any fee hereunder or for any other obligation or claim arising out of or based upon this Agreement against the Servicer, any other ADT Entity or any Affiliate of any of the foregoing (other than the BorrowerSeller), or any stockholder, employee, officer, director, incorporator or beneficial owner of any of the foregoing; provided, however, that, that the foregoing shall not in any manner affect, limit or waive any of the obligations of the Servicer, any other ADT Entity or any Affiliate of any of the foregoing that such Person may have under any Transaction Document.. SECTION 13.8

No Proceedings Limited Recourse. (a) The Borrower, ADTCompass, the Servicer, the Collateral Agent, the Administrative Agent, each Lender, and each Group Agent, each hereby agrees that it will not institute against any Conduit Lender, or join any other Person in instituting against any Conduit Lender, any proceeding of the type referred to in the definition of Event of Bankruptcy from the Closing Date until one year plus one day following the last day on which all Commercial Paper Notes and other publicly or privately placed indebtedness of such Conduit Lender shall have been indefeasibly paid in full. The foregoing shall not limit any such Person’s right to file any claim in or otherwise take any action with respect to any insolvency proceeding that was instituted by any Person other than such parties. (b) The Servicer, ADTCompass, the Collateral Agent, the Administrative Agent, each Lender, and each Group Agent, each hereby agrees, and each Affected Person, Indemnified Party, Set-off Party and each other Person (other than the Borrower) obtaining any benefits from this Agreement and the Transaction Documents, by its acceptance of such benefits, shall be deemed to have agreed, that it will not institute against the Borrower, or join any other Person in instituting against the Borrower, any proceeding of the type referred to in the definition of Event of Bankruptcy. The foregoing shall not limit the right of any such Person (each, a “Borrower Creditor”) right to file any claim in or otherwise take any action with respect to any insolvency proceeding that was instituted by any Person other than such Borrower Creditor, to the extent such Borrower Creditor has not otherwise caused the institution of such proceeding. All claims against the Borrower of any Borrower Creditor that has instituted or has caused the institution of such a proceeding shall be subordinated to the claims of each Borrower Creditor that has not instituted or caused the institution of such a proceeding, and the foregoing agreement shall constitute a “subordination agreement” within the meaning of Section 510 of the Bankruptcy Code. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, the obligations of the Borrower hereunder and thereunder are solely the obligations of the Borrower, payable solely from the Borrower’s own assets. (c) Notwithstanding anything to the contrary contained herein, the obligations of any Conduit Lender under this Agreement are solely the obligations of such Conduit Lender and shall be payable at such time as funds are received by or are available to such Conduit Lender in excess of funds necessary to pay in full all outstanding Commercial Paper Notes of such Conduit Lender and, if applicable, all obligations and liabilities of such Conduit Lender to any related Commercial Paper Note issuer, and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against such Conduit Lender but shall continue to accrue. Each party hereto agrees that the payment of any claim (as defined in Section 751499193.15 22727329 130 101 of Title 11, of the Bankruptcy Code) of any such party shall be subordinated to the payment in full of all Commercial Paper Notes; provided, however, that each party hereto agrees that for purposes of this Section 12.07(c), a Conduit Xxxxxx does not own a direct interest in the Pool Receivables, the Related Assets, Collections and the proceeds therefrom, but only a right to the amounts set forth as payable to it herein, and accordingly this Section 12.07(c) does not contemplate that amounts payable to the Borrower or Servicers from the proceeds of Pool Receivables and Related Assets, including Collections, all as set forth herein, would be subordinated to the payment of a Conduit Xxxxxx’s Commercial Paper Notes. (d) No recourse under any obligation, covenant or agreement of any Conduit Lender contained in this Agreement shall be had against any member, manager, officer, director, employee or agent of such Conduit Lender 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 an obligation of each Conduit Lender individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, employee or agent of any Conduit Lender or any of their Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of such Conduit Lender contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by any Conduit 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 member, manager, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; 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. (e) Except as expressly provided in any Transaction Document, no recourse shall be had for the payment of any amount owing by the Borrower in respect of this Agreement or the other Transaction Documents or for the payment of any fee hereunder or for any other obligation or claim arising out of or based upon this Agreement against the Servicer, any other ADT Entity or any Affiliate of any of the foregoing (other than the Borrower), or any stockholder, employee, officer, director, incorporator or beneficial owner of any of the foregoing; provided, however, that, the foregoing shall not in any manner affect, limit or waive any of the obligations of the Servicer, any other ADT Entity or any Affiliate of any of the foregoing that such Person may have under any Transaction Document. SECTION 12.

No Proceedings Limited Recourse. 88 (a) The BorrowerSeller, ADT, the Servicer, the Collateral Agent, the Administrative Agent, each LenderPurchaser, and each Group Purchaser Agent, each hereby agrees that it will not institute against any Conduit LenderPurchaser, or join any other Person in instituting against any Conduit LenderPurchaser, any proceeding of the type referred to in the definition of Event of Bankruptcy from the Closing Date until one year plus one day following the last day on which all Commercial Paper Notes and other publicly or privately placed indebtedness of such Conduit Lender Purchaser shall have been indefeasibly paid in full. The foregoing shall not limit any such Person’s right to file any claim in or otherwise take any action with respect to any insolvency proceeding that was instituted by any Person other than such parties. (b) The Servicer, ADT, the Collateral Agent, the Administrative Agent, each LenderPurchaser, and each Group Purchaser Agent, each hereby agrees, and each Affected PersonParty, Indemnified Party, Set-off Party and each other Person (other than the BorrowerSeller) obtaining any benefits from this Agreement and the Transaction Documents, by its acceptance of such benefits, shall be deemed to have agreed, that it will not institute against the BorrowerSeller, or join any other Person in instituting against the BorrowerSeller, any proceeding of the type referred to in the definition of Event of Bankruptcy. The foregoing shall not limit the right of any such Person (each, a “Borrower Seller Creditor”) right to file any claim in or otherwise take any action with respect to any insolvency proceeding that was instituted by any Person other than such Borrower Seller Creditor, to the extent such Borrower Seller Creditor has not otherwise caused the institution of such proceeding. All claims against the Borrower Seller of any Borrower Seller Creditor that has instituted or has caused the institution of such a proceeding shall be subordinated to the claims of each Borrower Seller Creditor that has not instituted or caused the institution of such a proceeding, and the foregoing agreement shall constitute a “subordination agreement” within the meaning of Section 510 of the Bankruptcy Code. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, the obligations of the Borrower Seller hereunder and thereunder are solely the obligations of the BorrowerSeller, payable solely from the BorrowerSeller’s own assets. (c) Notwithstanding anything to the contrary contained herein, the obligations of any Conduit Lender Purchaser under this Agreement are solely the obligations of such Conduit Lender Purchaser and shall be payable at such time as funds are received by or are available to such Conduit Lender Purchaser in excess of funds necessary to pay in full all outstanding Commercial Paper Notes of such Conduit Lender Purchaser and, if applicable, all obligations and liabilities of such Conduit Lender Purchaser to any related Commercial Paper Note issuer, and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against such Conduit Lender Purchaser but shall continue to accrue. Each party hereto agrees that the payment of any claim (as defined in Section 101 of Title 11, of the Bankruptcy Code) of any such party shall be subordinated to the payment in full of all Commercial Paper Notes; provided, however, that each party hereto agrees that for purposes of this Section 12.07(c13.7(c), a Conduit Xxxxxx Purchaser does not own a direct interest in the Pool Receivables, the Related Assets, Collections and the proceeds therefrom, but only a right to the amounts set forth as payable to it herein, and accordingly this Section 12.07(c13.7(c) does not contemplate that amounts payable to the Borrower Seller or Servicers from the proceeds of Pool Receivables and Related Assets, including Collections, all as set forth herein, would be subordinated to the payment of a Conduit Xxxxxx’s Commercial Paper Notes.89 SK 28677 0004 8494650 v1726 (d) No recourse under any obligation, covenant or agreement of any Conduit Lender Purchaser contained in this Agreement shall be had against any member, manager, officer, director, employee or agent of such Conduit Lender Purchaser 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 an obligation of each Conduit Lender Purchaser individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, employee or agent of any Conduit Lender Purchaser or any of their Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of such Conduit Lender Purchaser contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by any Conduit Lender Purchaser of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such member, manager, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; 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. (e) Except as expressly provided in any Transaction Document, no recourse shall be had for the payment of any amount owing by the Borrower Seller in respect of this Agreement or the other Transaction Documents or for the payment of any fee hereunder or for any other obligation or claim arising out of or based upon this Agreement against the Servicer, any other ADT Entity or any Affiliate of any of the foregoing (other than the BorrowerSeller), or any stockholder, employee, officer, director, incorporator or beneficial owner of any of the foregoing; provided, however, that, that the foregoing shall not in any manner affect, limit or waive any of the obligations of the Servicer, any other ADT Entity or any Affiliate of any of the foregoing that such Person may have under any Transaction Document.. SECTION 13.8

No Proceedings Limited Recourse. (a) The Borrower, ADT, Each of the Servicer, the Collateral Agent, the Administrative Agent, each Lender, and each Group Agent, each hereby parties hereto agrees that (i) it will not institute against any Conduit Lenderagainst, or join any other Person in instituting against against, any Conduit Lender, Transaction SPV any proceeding of the type referred to in the definition of Event of Bankruptcy from the Closing Date until one year so long as there shall not have elapsed two years plus one day following since the last day on which all Commercial Paper Notes and other publicly or privately placed indebtedness Final Payout Date (or, in the case of such Conduit Lender shall have been indefeasibly paid in full. The foregoing shall not limit any such Person’s right to file any claim in or otherwise take any action an Account SPV, the Seller Payout Date with respect to any insolvency proceeding that was instituted by any Person other than all Originators related to such parties. Account SPV); and (bii) The Servicer, ADT, the Collateral Agent, the Administrative Agent, each Lender, and each Group Agent, each hereby agrees, and each Affected Person, Indemnified Party, Set-off Party and each other Person (other than the Borrower) obtaining any benefits from this Agreement and the Transaction Documents, by its acceptance of such benefits, shall be deemed to have agreed, that it will not institute against the Borrower, or join any other Person in instituting against the Borrower, any proceeding of the type referred to in the definition of Event of Bankruptcy. The foregoing shall not limit the right of any such Person (each, a “Borrower Creditor”) right to file any claim in or otherwise take any action with respect to any insolvency proceeding that was instituted by any Person other than such Borrower Creditor, to the extent such Borrower Creditor has not otherwise caused the institution of such proceeding. All claims against the Borrower of any Borrower Creditor that has instituted or has caused the institution of such a proceeding shall be subordinated to the claims of each Borrower Creditor that has not instituted or caused the institution of such a proceeding, and the foregoing agreement shall constitute a “subordination agreement” within the meaning of Section 510 of the Bankruptcy Code. Notwithstanding notwithstanding anything to the contrary contained herein or in any other Transaction DocumentDocument to the contrary, the obligations of each Transaction SPV under the Borrower hereunder and thereunder Transaction Documents are solely the obligations of the Borrower, payable solely from the Borrower’s own assets. (c) Notwithstanding anything to the contrary contained herein, the obligations of any Conduit Lender under this Agreement are solely the corporate obligations of such Conduit Lender Transaction SPV and shall be payable at solely to the extent of funds which are received by such Transaction SPV pursuant to the Transaction Documents and available for such payment in accordance with the terms of the Transaction Documents and shall be non-recourse other than with respect to such available funds and, without limiting Clause 20, if ever and until such time as such Transaction SPV has sufficient funds are received by or are available to such Conduit Lender in excess of funds necessary to pay in full all outstanding Commercial Paper Notes of such Conduit Lender and, if applicable, all obligations and liabilities of such Conduit Lender to any related Commercial Paper Note issuer, and, to the extent funds are not available to pay such obligationsobligation, the claims relating thereto shall not constitute a claim against such Conduit Lender but shall continue to accrue. Each party hereto agrees that the payment of any claim (as defined in Section 101 of Title 11, of the Bankruptcy Code) of any such party shall be subordinated to the payment in full of all Commercial Paper Notes; provided, however, that each party hereto agrees that for purposes of this Section 12.07(c), a Conduit Xxxxxx does not own a direct interest in the Pool Receivables, the Related Assets, Collections and the proceeds therefrom, but only a right to the amounts set forth as payable to it herein, and accordingly this Section 12.07(c) does not contemplate that amounts payable to the Borrower or Servicers from the proceeds of Pool Receivables and Related Assets, including Collections, all as set forth herein, would be subordinated to the payment of a Conduit Xxxxxx’s Commercial Paper NotesTransaction SPV. (db) No recourse under any obligation, covenant or agreement of any Conduit Lender Transaction SPV contained in this Agreement Deed or any other Transaction Document shall be had against any memberincorporator, managerstockholder, officer, director, member, manager, employee or agent of such Conduit Lender or any of their Affiliates (solely by virtue of such capacity) Transaction SPV 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 Deed and the other Transaction Documents are solely an a corporate obligation of each Conduit Lender individuallysuch Transaction SPV, 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 Conduit Lender or any of their Affiliates (solely by virtue of such capacity) Transaction SPV or any of them under or by reason of any of the obligations, covenants or agreements of such Conduit Lender Transaction SPV contained in this AgreementDeed or any other Transaction Document, or implied therefrom, and that any and all personal liability for breaches by any Conduit Lender Transaction SPV of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such memberincorporator, managerstockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this AgreementDeed; 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 fraudulent omissions made by them. (e) Except as expressly provided in any Transaction Document, no recourse shall be had for the payment of any amount owing by the Borrower in respect of this Agreement or the other Transaction Documents or for the payment of any fee hereunder or for any other obligation or claim arising out of or based upon this Agreement against the Servicer, any other ADT Entity or any Affiliate of any of the foregoing (other than the Borrower), or any stockholder, employee, officer, director, incorporator or beneficial owner of any of the foregoing; provided, however, that, the foregoing shall not in any manner affect, limit or waive any of the obligations of the Servicer, any other ADT Entity or any Affiliate of any of the foregoing that such Person may have under any Transaction Document.

No Proceedings Limited Recourse. (a) The Borrower, ADT, the Servicer, the Collateral Agent, the Administrative Agent, each Lender, and each Group Agent, each Performance Undertaking Provider hereby agrees that that: (i) it will not institute against any Conduit Lender, Purchaser (or join any other Person in instituting against any Conduit Lender, its related commercial paper issuer) any proceeding of the type referred to in the definition of Event of Bankruptcy from the Closing Date until one year so long as any Commercial Paper or other senior indebtedness issued by such Conduit Purchaser shall be outstanding or there shall not have elapsed two years plus one day following since the last day on which all any such Commercial Paper Notes and or other publicly or privately placed senior indebtedness of such Conduit Lender shall have been indefeasibly paid in full. The foregoing shall not limit any such Person’s right to file any claim in or otherwise take any action with respect to any insolvency proceeding that was instituted by any Person other than such parties.outstanding; and (bii) The Servicer, ADT, the Collateral Agent, the Administrative Agent, each Lender, and each Group Agent, each hereby agrees, and each Affected Person, Indemnified Party, Set-off Party and each other Person (other than the Borrower) obtaining any benefits from this Agreement and the Transaction Documents, by its acceptance of such benefits, shall be deemed to have agreed, that it will not institute against the Borrower, or join any other Person in instituting against the Borrower, any proceeding of the type referred to in the definition of Event of Bankruptcy. The foregoing shall not limit the right of any such Person (each, a “Borrower Creditor”) right to file any claim in or otherwise take any action with respect to any insolvency proceeding that was instituted by any Person other than such Borrower Creditor, to the extent such Borrower Creditor has not otherwise caused the institution of such proceeding. All claims against the Borrower of any Borrower Creditor that has instituted or has caused the institution of such a proceeding shall be subordinated to the claims of each Borrower Creditor that has not instituted or caused the institution of such a proceeding, and the foregoing agreement shall constitute a “subordination agreement” within the meaning of Section 510 of the Bankruptcy Code. Notwithstanding notwithstanding anything to the contrary contained herein or in any other Transaction Document, the obligations of each Conduit Purchaser under the Borrower hereunder and thereunder Transaction Documents are solely the obligations of the Borrower, payable solely from the Borrower’s own assets. (c) Notwithstanding anything to the contrary contained herein, the obligations of any Conduit Lender under this Agreement are solely the corporate obligations of such Conduit Lender Purchaser and shall be payable only at such time as funds are actually received by by, or are available to to, such Conduit Lender Purchaser in excess of funds necessary to pay in full all outstanding Commercial Paper Notes of issued by such Conduit Lender Purchaser and shall be non-recourse other than with respect to such excess funds and, without limiting Section 20(a)(ii), if applicable, all obligations ever and liabilities of until such time as such Conduit Lender to any related Commercial Paper Note issuer, and, to the extent Purchaser has sufficient funds are not available to pay such obligationsobligation, the claims relating thereto shall not constitute a claim against such Conduit Lender but shall continue to accrue. Each Purchaser; and (b) No claim may be made by any party hereto agrees that the payment against any other party or their respective Affiliates, directors, officers, employees, attorneys or agents (each a "Default Party") for any special, indirect, consequential or punitive damages in respect of any claim (as defined in Section 101 for breach of Title 11, contract or any other theory of the Bankruptcy Code) liability arising out of any such party shall be subordinated or related to the payment in full of all Commercial Paper Notes; provided, however, that each party hereto agrees that for purposes of this Section 12.07(c), a Conduit Xxxxxx does not own a direct interest in the Pool Receivables, the Related Assets, Collections and the proceeds therefrom, but only a right to the amounts set forth as payable to it herein, and accordingly this Section 12.07(c) does not contemplate that amounts payable to the Borrower or Servicers from the proceeds of Pool Receivables and Related Assets, including Collections, all as set forth herein, would be subordinated to the payment of a Conduit Xxxxxx’s Commercial Paper Notes. (d) No recourse under any obligation, covenant or agreement of any Conduit Lender contained in transactions contemplated by this Agreement shall be had against any member, manager, officer, director, employee or agent of such Conduit Lender 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 an obligation of each Conduit Lender individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, employee or agent of any Conduit Lender or any of their Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of such Conduit Lender contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by any Conduit 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 member, manager, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; 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. (e) Except as expressly provided in any other Transaction Document, no recourse shall be had for the payment of or any amount owing by the Borrower act, omission or event occurring in connection herewith or therewith, except with respect of this Agreement or the other Transaction Documents or for the payment of to any fee hereunder or for any other obligation or claim arising out of the willful misconduct or based gross negligence of such Default Party; and each party hereto hereby waives, releases, and agrees not to sue upon this Agreement against the Servicerany claim for any such damages, any other ADT Entity whether or any Affiliate of any of the foregoing (other than the Borrower), not accrued and whether or any stockholder, employee, officer, director, incorporator not known or beneficial owner of any of the foregoing; provided, however, that, the foregoing shall not suspected to exist in any manner affect, limit or waive any of the obligations of the Servicer, any other ADT Entity or any Affiliate of any of the foregoing that such Person may have under any Transaction Documentits favor.

No Proceedings Limited Recourse. (a) The Borrower, ADT, the Servicer, the Collateral Agent, the Administrative Agent, each Lender, and each Group Agent, each hereby agrees that it will not institute against any Conduit Lender, or join any other Person in instituting against any Conduit Lender, any proceeding of the type referred to in the definition of Event of Bankruptcy from the Closing Date until one year plus one day following the last day on which all Commercial Paper Notes and other publicly or privately placed indebtedness of such Conduit Lender shall have been indefeasibly paid in full. The foregoing shall not limit any such Person’s right to file any claim in or otherwise take any action with respect to any insolvency proceeding that was instituted by any Person other than such parties. (b) The Servicer, ADT, the Collateral Agent, the Administrative Agent, each Lender, and each Group Agent, each hereby agrees, and each Affected Person, Indemnified Party, Set-off Party and each other Person (other than the Borrower) obtaining any benefits from this Agreement and the Transaction Documents, by its acceptance of such benefits, shall be deemed to have agreed, that it will not institute against the Borrower, or join any other Person in instituting against the Borrower, any proceeding of the type referred to in the definition of Event of Bankruptcy. The foregoing shall not limit the right of any such Person (each, a “Borrower Creditor”) right to file any claim in or otherwise take any action with respect to any insolvency proceeding that was instituted by any Person other than such Borrower Creditor, to the extent such Borrower Creditor has not otherwise caused the institution of such proceeding. All claims against the Borrower of any Borrower Creditor that has instituted or has caused the institution of such a proceeding shall be subordinated to the claims of each Borrower Creditor that has not instituted or caused the institution of such a proceeding, and the foregoing agreement shall constitute a “subordination agreement” within the meaning of Section 510 of the Bankruptcy Code. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, the obligations of the Borrower hereunder and thereunder are solely the obligations of the Borrower, payable solely from the Borrower’s own assets. (c) Notwithstanding anything to the contrary contained herein, the obligations of any Conduit Lender under this Agreement are solely the obligations of such Conduit Lender and shall be payable at such time as funds are received by or are available to such Conduit Lender in excess of funds necessary to pay in full all outstanding Commercial Paper Notes of such Conduit Lender and, if applicable, all obligations and liabilities of such Conduit Lender to any related Commercial Paper Note issuer, and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against such Conduit Lender but shall continue to accrue. Each party hereto agrees that the payment of any claim (as defined in Section 101 of Title 11, of the Bankruptcy Code) of any such party shall be subordinated to the payment in full of all Commercial Paper Notes; provided, however, that each party hereto agrees that for purposes of this Section 12.07(c), a Conduit Xxxxxx Lender does not own a direct interest in the Pool Receivables, the Related Assets, Collections and the proceeds therefrom, but only a right to the amounts set forth as payable to it herein, and accordingly this Section 12.07(c) does not contemplate that amounts payable to the Borrower or Servicers from the proceeds of Pool Receivables and Related Assets, including Collections, all as set forth herein, would be subordinated to the payment of a Conduit XxxxxxLender’s Commercial Paper Notes. (d) No recourse under any obligation, covenant or agreement of any Conduit Lender contained in this Agreement shall be had against any member, manager, officer, director, employee or agent of such Conduit Lender 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 an obligation of each Conduit Lender individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, employee or agent of any Conduit Lender or any of their Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of such Conduit Lender contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by any Conduit 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 member, manager, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; 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. (e) Except as expressly provided in any Transaction Document, no recourse shall be had for the payment of any amount owing by the Borrower in respect of this Agreement or the other Transaction Documents or for the payment of any fee hereunder or for any other obligation or claim arising out of or based upon this Agreement against the Servicer, any other ADT Entity or any Affiliate of any of the foregoing (other than the Borrower), or any stockholder, employee, officer, director, incorporator or beneficial owner of any of the foregoing; provided, however, that, the foregoing shall not in any manner affect, limit or waive any of the obligations of the Servicer, any other ADT Entity or any Affiliate of any of the foregoing that such Person may have under any Transaction Document.

No Proceedings Limited Recourse. (a) The Borrower, ADT, Issuer and the Servicer, the Collateral Agent, the Administrative Agent, each Lender, and each Group Agent, each hereby agrees that it will not institute against any Conduit Lender, or join any other Person in instituting against any Conduit Lender, any proceeding of the type referred to in the definition of Event of Bankruptcy from the Closing Date until one year plus one day following the last day on which all Commercial Paper Notes and other publicly or privately placed indebtedness of such Conduit Lender shall have been indefeasibly paid in full. The foregoing shall not limit any such Person’s right to file any claim in or otherwise take any action with respect to any insolvency proceeding that was instituted by any Person other than such partiesDepositor. (b1) The ServicerNotwithstanding any prior termination of this Agreement or the Indenture, ADT, to the Collateral Agent, the Administrative Agentfullest extent permitted by law, each Lender, and each Group Agent, each hereby agrees, and each Affected Person, Indemnified Party, Set-off Party and each other Person party hereto (other than the Borrower) obtaining any benefits from this Agreement Issuer and the Transaction DocumentsDepositor) agrees that it shall not file, by its acceptance of commence, join, or acquiesce in a petition or proceeding, or cause either the Depositor or the Issuer to file, commence, join, or acquiesce in a petition or proceeding, prior to the date that is one year and one day (or such benefits, longer preference period as shall then be deemed to have agreedin effect) after the date the Notes are no longer Outstanding, that it will not institute against causes (i) either the BorrowerDepositor or the Issuer to be a debtor under any Debtor Relief Law or (ii) a trustee, conservator, receiver, liquidator, or join similar official to be appointed for either the Depositor or the Issuer or any other Person in instituting against the Borrower, any proceeding substantial part of the type referred to in the definition of Event of Bankruptcy. The foregoing shall not limit the right of any such Person (each, a “Borrower Creditor”) right to file any claim in or otherwise take any action with respect to any insolvency proceeding that was instituted by any Person other than such Borrower Creditor, to the extent such Borrower Creditor has not otherwise caused the institution of such proceeding. All claims against the Borrower of any Borrower Creditor that has instituted or has caused the institution of such a proceeding shall be subordinated to the claims of each Borrower Creditor that has not instituted or caused the institution of such a proceeding, and the foregoing agreement shall constitute a “subordination agreement” within the meaning of Section 510 of the Bankruptcy Code. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, the obligations of the Borrower hereunder and thereunder are solely the obligations of the Borrower, payable solely from the Borrower’s own assetsits property. (c2) Notwithstanding anything to the contrary contained herein, the obligations of any Conduit Lender under this Agreement are solely the obligations of such Conduit Lender and shall be payable at such time as funds are received by or are available to such Conduit Lender in excess of funds necessary to pay in full all outstanding Commercial Paper Notes of such Conduit Lender and, if applicable, all obligations and liabilities of such Conduit Lender to any related Commercial Paper Note issuer, and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against such Conduit Lender but shall continue to accrue. Each party hereto agrees that the payment of any claim (as defined in Section 101 of Title 11, of the Bankruptcy Code) of any such party shall be subordinated to the payment in full of all Commercial Paper Notes; provided, however, that each party hereto agrees that for purposes of this Section 12.07(c), a Conduit Xxxxxx does not own a direct interest in the Pool Receivables, the Related Assets, Collections and the proceeds therefrom, but only a right to the amounts set forth as payable to it herein, and accordingly this Section 12.07(c) does not contemplate that amounts payable to the Borrower or Servicers from the proceeds of Pool Receivables and Related Assets, including Collections, all as set forth herein, would be subordinated to the payment of a Conduit Xxxxxx’s Commercial Paper Notes. (d) No no recourse under or with respect to any obligation, covenant or agreement of any Conduit Lender the Issuer as contained in this 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 memberincorporator, managerstockholder, affiliate, officer, director, employee or agent director of such Conduit Lender or any of their Affiliates (solely by virtue of such capacity) the Issuer by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Issuer contained in this Agreement is and all other agreements, instruments and documents entered into pursuant hereto or in connection herewith are, in each case, solely an corporate obligations of the Issuer. Notwithstanding any provisions contained in this Agreement to the contrary, the Issuer shall not, and shall not 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 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 each Conduit Lender individuallythe Issuer for any such insufficiency unless and until funds are available for the payment of such amounts as aforesaid. (3) Notwithstanding anything to the contrary contained herein, and that no personal liability whatever 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 agreement, instrument or document to which the Depositor is a party shall attach to or be incurred by had against any incorporator, stockholder, affiliate, officer, director, member, employee or agent director of the Depositor by the enforcement of any Conduit Lender assessment or by any of their Affiliates (solely legal or equitable proceeding, by virtue of such capacity) any statute or any of them under or by reason of any otherwise; it being expressly agreed and understood that the agreements of the obligations, covenants or agreements of such Conduit Lender Depositor contained in this AgreementAgreement and all other agreements, instruments and documents entered into pursuant hereto or implied therefromin 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 that shall not be obligated to, pay any and fees, costs, indemnified amounts or expenses due pursuant to this Agreement until payment in full of all personal liability for breaches by any Conduit 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 member, manager, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided amounts 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. (e) Except as expressly provided in any Transaction Document, no recourse shall be had Depositor is obligated to pay for deposit into the payment of any amount owing by Collection Account and the Borrower in respect of this Agreement or Principal Distribution Account pursuant to the Indenture and the other Transaction Documents or for the payment of any fee hereunder or for any other obligation or claim arising out of or based upon this Agreement against the Servicer, any other ADT Entity or any Affiliate of any of the foregoing (other than the Borrower), or any stockholder, employee, officer, director, incorporator or beneficial owner of any of the foregoingDocuments; provided, however, that, that the foregoing Noteholders shall be entitled to the benefits of the subordination of the Collections allocable to the Trust Certificate to the extent provided in the Indenture. Any amount which the Depositor does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in any manner affect, limit or waive any §101 of the obligations 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 Servicer, Depositor for any other ADT Entity or any Affiliate such insufficiency unless and until funds are available for the payment of any such amounts as aforesaid. (4) The parties hereto agree that the obligations under this Section 9.11(a) shall survive termination of the foregoing that such Person may have under any Transaction Documentthis Agreement.

No Proceedings Limited Recourse. (a) The BorrowerSeller, ADT, the Servicer, the Collateral Agent, the Administrative Agent, each LenderPurchaser, and each Group Purchaser Agent, each hereby agrees that it will not institute against any Conduit LenderPurchaser, or join any other Person in instituting against any Conduit LenderPurchaser, any proceeding of the type referred to in the definition of Event of Bankruptcy from the Closing Date until one year plus one day following the last day on which all Commercial Paper Notes and other publicly or privately placed indebtedness of such Conduit Lender Purchaser shall have been indefeasibly paid in full. The foregoing shall not limit any such Person’s right to file any claim in or otherwise take any action with respect to any insolvency proceeding that was instituted by any Person other than such parties. (b) The Servicer, ADT, the Collateral Agent, the Administrative Agent, each LenderPurchaser, and each Group Purchaser Agent, each hereby agrees, and each Affected PersonParty, Indemnified Party, Set-off Party and each other Person (other than the BorrowerSeller) obtaining any benefits from this Agreement and the Transaction Documents, by its acceptance of such benefits, shall be deemed to have agreed, that it will not institute against the BorrowerSeller, or join any other Person in instituting against the BorrowerSeller, any proceeding of the type referred to in the definition of Event of Bankruptcy. The foregoing shall not limit the right of any such Person (each, a “Borrower Seller Creditor”) right to file any claim in or otherwise take any action with respect to any insolvency proceeding that was instituted by any Person other than such Borrower Seller Creditor, to the extent such Borrower Seller Creditor has not otherwise caused the institution of such proceeding. All claims against the Borrower Seller of any Borrower Seller Creditor that has instituted or has caused the institution of such a proceeding shall be subordinated to the claims of each Borrower Seller Creditor that has not instituted or caused the institution of such a proceeding, and the foregoing agreement shall constitute a “subordination agreement” within the meaning of Section 510 of the Bankruptcy Code. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, the obligations of the Borrower Seller hereunder and SK 28677 0004 8417431 v39 thereunder are solely the obligations of the BorrowerSeller, payable solely from the BorrowerSeller’s own assets. (c) Notwithstanding anything to the contrary contained herein, the obligations of any Conduit Lender Purchaser under this Agreement are solely the obligations of such Conduit Lender Purchaser and shall be payable at such time as funds are received by or are available to such Conduit Lender Purchaser in excess of funds necessary to pay in full all outstanding Commercial Paper Notes of such Conduit Lender Purchaser and, if applicable, all obligations and liabilities of such Conduit Lender Purchaser to any related Commercial Paper Note issuer, and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against such Conduit Lender Purchaser but shall continue to accrue. Each party hereto agrees that the payment of any claim (as defined in Section 101 of Title 11, of the Bankruptcy Code) of any such party shall be subordinated to the payment in full of all Commercial Paper Notes; provided, however, that each party hereto agrees that for purposes of this Section 12.07(c13.7(c), a Conduit Xxxxxx Purchaser does not own a direct interest in the Pool Receivables, the Related Assets, Collections and the proceeds therefrom, but only a right to the amounts set forth as payable to it herein, and accordingly this Section 12.07(c13.7(c) does not contemplate that amounts payable to the Borrower Seller or Servicers from the proceeds of Pool Receivables and Related Assets, including Collections, all as set forth herein, would be subordinated to the payment of a Conduit XxxxxxPurchaser’s Commercial Paper Notes. (d) No recourse under any obligation, covenant or agreement of any Conduit Lender Purchaser contained in this Agreement shall be had against any member, manager, officer, director, employee or agent of such Conduit Lender Purchaser 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 an obligation of each Conduit Lender Purchaser individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, employee or agent of any Conduit Lender Purchaser or any of their Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of such Conduit Lender Purchaser contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by any Conduit Lender Purchaser of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such member, manager, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; 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. (e) Except as expressly provided in any Transaction Document, no recourse shall be had for the payment of any amount owing by the Borrower Seller in respect of this Agreement or the other Transaction Documents or for the payment of any fee hereunder or for any other obligation or claim arising out of or based upon this Agreement against the Servicer, any other ADT Entity or any Affiliate of any of the foregoing (other than the BorrowerSeller), or any stockholder, employee, officer, director, incorporator or beneficial owner of any of the foregoing; provided, however, that, that the foregoing shall not in any manner affect, limit or waive any of the obligations of the Servicer, any other ADT Entity or any Affiliate of any of the foregoing that such Person may have under any Transaction Document.

No Proceedings Limited Recourse. (a) The Borrower, ADT, the Servicer, the Collateral Agent, the Administrative Agent, each Lender, and each Group Agent, each Performance Undertaking Provider hereby agrees that that: (i) it will not institute against any Conduit Lender, Purchaser (or join any other Person in instituting against any Conduit Lender, its related commercial paper issuer) any proceeding of the type referred to in the definition of Event of Bankruptcy from the Closing Date until one year so long as any Commercial Paper or other senior indebtedness issued by such Conduit Purchaser shall be outstanding or there shall not have elapsed two years plus one day following since the last day on which all any such Commercial Paper Notes and or other publicly or privately placed senior indebtedness of such Conduit Lender shall have been indefeasibly paid in full. The foregoing shall not limit any such Person’s right to file any claim in or otherwise take any action with respect to any insolvency proceeding that was instituted by any Person other than such parties.outstanding; and (bii) The Servicer, ADT, the Collateral Agent, the Administrative Agent, each Lender, and each Group Agent, each hereby agrees, and each Affected Person, Indemnified Party, Set-off Party and each other Person (other than the Borrower) obtaining any benefits from this Agreement and the Transaction Documents, by its acceptance of such benefits, shall be deemed to have agreed, that it will not institute against the Borrower, or join any other Person in instituting against the Borrower, any proceeding of the type referred to in the definition of Event of Bankruptcy. The foregoing shall not limit the right of any such Person (each, a “Borrower Creditor”) right to file any claim in or otherwise take any action with respect to any insolvency proceeding that was instituted by any Person other than such Borrower Creditor, to the extent such Borrower Creditor has not otherwise caused the institution of such proceeding. All claims against the Borrower of any Borrower Creditor that has instituted or has caused the institution of such a proceeding shall be subordinated to the claims of each Borrower Creditor that has not instituted or caused the institution of such a proceeding, and the foregoing agreement shall constitute a “subordination agreement” within the meaning of Section 510 of the Bankruptcy Code. Notwithstanding notwithstanding anything to the contrary contained herein or in any other Transaction Document, the obligations of each Conduit Purchaser under the Borrower hereunder and thereunder Transaction Documents are solely the obligations of the Borrower, payable solely from the Borrower’s own assets. (c) Notwithstanding anything to the contrary contained herein, the obligations of any Conduit Lender under this Agreement are solely the corporate obligations of such Conduit Lender Purchaser and shall be payable only at such time as funds are actually received by by, or are available to to, such Conduit Lender Purchaser in excess of funds necessary to pay in full all outstanding Commercial Paper Notes of issued by such Conduit Lender Purchaser and shall be non-recourse other than with respect to such excess funds and, without limiting Section 20(a)(ii), if applicable, all obligations ever and liabilities of until such time as such Conduit Lender to any related Commercial Paper Note issuer, and, to the extent Purchaser has sufficient funds are not available to pay such obligationsobligation, the claims relating thereto shall not constitute a claim against such Conduit Lender but shall continue to accrue. Each Purchaser; and (b) No claim may be made by any party hereto agrees that the payment against any other party or their respective Affiliates, directors, officers, employees, attorneys or agents (each a “Default Party”) for any special, indirect, consequential or punitive damages in respect of any claim (as defined in Section 101 for breach of Title 11, contract or any other theory of the Bankruptcy Code) liability arising out of any such party shall be subordinated or related to the payment in full of all Commercial Paper Notes; provided, however, that each party hereto agrees that for purposes of this Section 12.07(c), a Conduit Xxxxxx does not own a direct interest in the Pool Receivables, the Related Assets, Collections and the proceeds therefrom, but only a right to the amounts set forth as payable to it herein, and accordingly this Section 12.07(c) does not contemplate that amounts payable to the Borrower or Servicers from the proceeds of Pool Receivables and Related Assets, including Collections, all as set forth herein, would be subordinated to the payment of a Conduit Xxxxxx’s Commercial Paper Notes. (d) No recourse under any obligation, covenant or agreement of any Conduit Lender contained in transactions contemplated by this Agreement shall be had against any member, manager, officer, director, employee or agent of such Conduit Lender 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 an obligation of each Conduit Lender individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, employee or agent of any Conduit Lender or any of their Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of such Conduit Lender contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by any Conduit 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 member, manager, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; 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. (e) Except as expressly provided in any other Transaction Document, no recourse shall be had for the payment of or any amount owing by the Borrower act, omission or event occurring in connection herewith or therewith, except with respect of this Agreement or the other Transaction Documents or for the payment of to any fee hereunder or for any other obligation or claim arising out of the willful misconduct or based gross negligence of such Default Party; and each party hereto hereby waives, releases, and agrees not to xxx upon this Agreement against the Servicerany claim for any such damages, any other ADT Entity whether or any Affiliate of any of the foregoing (other than the Borrower), not accrued and whether or any stockholder, employee, officer, director, incorporator not known or beneficial owner of any of the foregoing; provided, however, that, the foregoing shall not suspected to exist in any manner affect, limit or waive any of the obligations of the Servicer, any other ADT Entity or any Affiliate of any of the foregoing that such Person may have under any Transaction Documentits favor.

No Proceedings Limited Recourse. (a) The Borrower, ADT, the ServicerRCFC. Each of DTAG, the Collateral AgentAgent (solely in its capacity as such) and the Note Purchaser (solely in its capacity as such) hereby covenants and agrees that, prior to the Administrative Agentdate which is one year and one day after the payment in full of any Notes issued by RCFC pursuant to the Base Indenture, each Lender, and each Group Agent, each hereby agrees that it will not institute against any Conduit Lenderagainst, or join with any other Person in instituting against any Conduit Lenderagainst, RCFC, any proceeding bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any Federal or state bankruptcy or similar law, all as more particularly set forth in Section 12.16 of the type referred Base Indenture and subject to any retained rights set forth therein; provided, however, that nothing in the definition this Section 8.10(a) shall constitute a waiver of Event of Bankruptcy from the Closing Date until one year plus one day following the last day on which all Commercial Paper Notes and other publicly or privately placed indebtedness of such Conduit Lender shall have been indefeasibly paid in full. The foregoing shall not limit any such Person’s right to file any claim in indemnification, reimbursement or otherwise take any action with respect other payment from RCFC pursuant to any insolvency proceeding this Agreement, the Series 1998-1 Supplement or the Base Indenture. In the event that was instituted by any Person other than such parties. (b) The Servicer, ADTDTAG, the Collateral AgentAgent (solely in its capacity as such) or the Note Purchaser (solely in its capacity as such) takes action in violation of this Section 8.10(a), RCFC agrees that it shall file an answer with the Administrative Agentbankruptcy court or otherwise properly contest the filing of such a petition by any such Person against RCFC or the commencement of such action and raise the defense that such Person has agreed in writing not to take such action and should be estopped and precluded therefrom and such other defenses, each Lenderif any, and each Group Agent, each hereby agrees, and each Affected Person, Indemnified Party, Set-off Party and each other Person (other than as its counsel advises that it may assert. The provisions of this Section 8.10(a) shall survive the Borrower) obtaining any benefits from termination of this Agreement and the Transaction Documents, by its acceptance of such benefits, shall be deemed to have agreed, that it will not institute against the Borrower, resignation or join any other Person in instituting against the Borrower, any proceeding removal of the type referred to Collateral Agent. Nothing contained herein shall preclude participation by DTAG, the Collateral Agent or the Note Purchaser in the definition assertion or defense of Event of Bankruptcyits claims in any such proceeding involving RCFC. The foregoing shall not limit the right of any such Person (each, a “Borrower Creditor”) right to file any claim in or otherwise take any action with respect to any insolvency proceeding that was instituted by any Person other than such Borrower Creditor, to the extent such Borrower Creditor has not otherwise caused the institution of such proceeding. All claims against the Borrower of any Borrower Creditor that has instituted or has caused the institution of such a proceeding shall be subordinated to the claims of each Borrower Creditor that has not instituted or caused the institution of such a proceeding, and the foregoing agreement shall constitute a “subordination agreement” within the meaning of Section 510 of the Bankruptcy Code. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, the obligations of the Borrower hereunder and thereunder are solely the obligations of the Borrower, payable solely from the Borrower’s own assets. (c) Notwithstanding anything to the contrary contained herein, the obligations of any Conduit Lender RCFC under this Agreement are solely the corporate obligations of such Conduit Lender and shall be payable at such time as funds are received by or are available to such Conduit Lender in excess of funds necessary to pay in full all outstanding Commercial Paper Notes of such Conduit Lender and, if applicable, all obligations and liabilities of such Conduit Lender to any related Commercial Paper Note issuer, and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against such Conduit Lender but shall continue to accrueRCFC. Each party hereto agrees that the payment of any claim (as defined in Section 101 of Title 11, of the Bankruptcy Code) of any such party shall be subordinated to the payment in full of all Commercial Paper Notes; provided, however, that each party hereto agrees that for purposes of this Section 12.07(c), a Conduit Xxxxxx does not own a direct interest in the Pool Receivables, the Related Assets, Collections and the proceeds therefrom, but only a right to the amounts set forth as payable to it herein, and accordingly this Section 12.07(c) does not contemplate that amounts payable to the Borrower or Servicers from the proceeds of Pool Receivables and Related Assets, including Collections, all as set forth herein, would be subordinated to the payment of a Conduit Xxxxxx’s Commercial Paper Notes. (d) No recourse under any obligation, covenant or agreement of any Conduit Lender contained in this Agreement shall be had against any member, manager, officer, director, employee or agent of such Conduit Lender 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 an obligation of each Conduit Lender individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, employee or agent of any Conduit Lender or any of their Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of such Conduit Lender contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by any Conduit 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 member, manager, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; 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. (e) Except as expressly provided in any Transaction Document, no recourse shall be had for the payment of any amount owing by the Borrower in respect of this Agreement or the other Transaction Documents or for Agreement, including the payment of or any fee hereunder or for any other obligation or claim arising out of or based upon this Agreement Agreement, against the Servicer, any other ADT Entity or any Affiliate of any of the foregoing (other than the Borrower), or any stockholder, employee, officer, director, affiliate or incorporator or beneficial owner of any of the foregoingRCFC; provided, however, that, the foregoing nothing in this Section 8.10(a) shall not in any manner affect, limit or waive any of the obligations of the Servicer, any other ADT Entity or any Affiliate of relieve any of the foregoing that Persons from any liability which any such Person may otherwise have under any Transaction Document.for its gross negligence or willful misconduct. In addition, each of the parties hereto agree that all fees, expenses and other costs payable hereunder by RCFC shall be payable only to the extent set forth in Section 12.17 of the Base Indenture and that all other amounts owed to them by RCFC shall be payable solely from amounts that become available for payment pursuant to the Base Indenture and the Series 1998-1