Common use of Recourse Against Certain Parties Clause in Contracts

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or of any such administrator, as such, 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 each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the Lenders, the Administrative Agent or the Lender Agents or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor or the Servicer or any other Person against the Administrative Agent, the Lender Agents, the Lenders, or any Secured Party or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower, the Transferor and the Servicer each hereby waives, releases, and agrees not to xxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Loan Assets is intended to be assumed by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 12.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party Party, or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party Party, or of any such administrator, as such, 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 each party hereto the Administrative Agent, the Seller, the Servicer, the Originator or any Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate or limited liability company obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, the Seller, the Servicer, the Originator or any way such corporate obligations of such party)Secured Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the LendersAdministrative Agent, the Administrative Agent Seller, the Servicer, the Originator or the Lender Agents any Secured Party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 13.11(a) shall survive the termination of this Agreement. (b) [Intentionally omitted.] (c) Notwithstanding any contrary provision set forth herein, no claim may be made by the BorrowerSeller, the Transferor Originator or the Servicer or any other Person against the Administrative Agent, Agent and the Lender Agents, the Lenders, or any Secured Party Parties or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the BorrowerSeller, the Transferor Originator and the Servicer each hereby waives, releases, and agrees not to xxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (cd) No obligation or liability to any Obligor under any of the Loan Assets is intended to be assumed by the Administrative Agent, Agent and the Lenders, the Lender Agents or any Secured Party Parties under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 12.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or of any such administrator, as such, 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 each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 11.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the Lenders, the Lender Agents or the Administrative Agent or the Lender Agents or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor or the Servicer or any other Person against the Administrative Agent, the Lender AgentsLenders, the Lenders, Lender Agents or any Secured Party or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower, the Transferor and the Servicer each hereby waives, releases, and agrees not to xxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Loan Assets is intended to be assumed by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 12.09 11.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lenders, or the Lender Agents or any Secured Party Credit Parties, as contained in this Agreement Agreement, the Credit Documents or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents Credit Parties or any Secured Party such party pursuant hereto or thereto or in connection herewith or therewith shall be had against any administrator of the Administrative Agent, the Lenders, or the Lender Agents or any Secured Party Credit Parties or any incorporator, affiliateAffiliate (direct or indirect), owner, member, partner, stockholder, officer, employee director, employee, agent or director attorney of the Administrative Agent, the Lenders, or the Lender Agents or any Secured Party Credit Parties or of any such administrator, as such, 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 each party hereto the Administrative Agent, the Lenders or the Credit Parties contained in this Agreement Agreement, the Credit Documents and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or thereto or in connection herewith or therewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in any way such corporate obligations of such party)the Administrative Agent, the Lenders or the Credit Parties and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, Lenders or the Lender Agents or any Secured Party Credit Parties or any incorporator, owner, member, partner, stockholder, affiliateAffiliate (direct or indirect), officer, employee director, employee, agent or director attorney of the LendersAdministrative Agent, the Administrative Agent Lenders or the Lender Agents Credit Parties or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lenders, Lenders or the Lender Agents or any Secured Party Credit Parties contained in this Agreement Agreement, the Credit Documents or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lenders, Lenders or the Lender Agents or any Secured Party Credit Parties and each incorporator, owner, member, partner, stockholder, affiliateAffiliate (direct or indirect), officer, employee director, employee, agent or director attorney of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party Credit Parties or of any such administrator, or any of them, for breaches by the Administrative Agent, the Lenders, or the Lender Agents or any Secured Party Credit Parties of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor or the Servicer or any other Person against the Administrative Agent, the Lender Agents, the Lenders, or any Secured Party or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower, the Transferor and the Servicer each hereby waives, releases, and agrees not to xxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Loan Assets is intended to be assumed by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 12.09 shall survive the termination of this AgreementAgreement and the payment in full of the Obligations.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, Borrower or the Lender Agents or any Secured Party pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, Borrower or the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the Lenders, Borrower or the Lender Agents or any Secured Party or of any such administrator, as such, 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 each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, Borrower or the Lender Agents or any Secured Party pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 9.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, Borrower or the Lender Agents or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the Lenders, the Administrative Agent Borrower or the Lender Agents or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lenders, Borrower or the Lender Agents or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lenders, Borrower or the Lender Agents or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the Lenders, Borrower or the Lender Agents or any Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the Lenders, Borrower or the Lender Agents or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor or the Servicer or any other Person against the Administrative Agent, the Lender Agents, the Lenders, or any Secured Party or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower, the Transferor and the Servicer each hereby waives, releases, and agrees not to xxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Loan Assets is intended to be assumed by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 12.09 9.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party or of any such administrator, as such, 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 each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 11.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the Lenders, the Administrative Agent Note Purchaser or the Lender Agents Agent or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor Transferor, the Equityholder or the Servicer or any other Person against the Administrative Agent, the Lender Agents, the Lenders, Agent or any Secured Party or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower, the Transferor Transferor, the Equityholder and the Servicer each hereby waives, releases, and agrees not to xxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Loan Assets is intended to be assumed by the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 12.09 11.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, officer, employee partner, employee, member, manager or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party or of any such administrator, as such, the Equityholder 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 each party hereto the Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Equityholder contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, the Borrower, the Collateral Manager, the Seller or the Equityholder, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder or any incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the LendersAdministrative Agent, any Secured Party, the Administrative Agent Borrower, the Collateral Manager, the Seller or the Lender Agents or of any such administrator, as such, or any of them, Equityholder under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder and each incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party or of any such administratorthe Equityholder, or any of them, for breaches by the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that, the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee, member, manager or director of the Borrower, the Collateral Manager, the Seller or the Equityholder to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor Collateral Manager, the Seller or the Servicer Equityholder or any other Person against the Administrative Agent, Agent and the Lender Agents, the Lenders, or any Secured Party Parties or their respective Affiliates, directors, officers, employees, member, manager, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each of the Borrower, the Transferor Borrower and the Servicer each Collateral Manager hereby waives, releases, and agrees not to xxx sxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Loan Assets Loans is intended to be assumed by the Administrative Agent, Agent and the Lenders, the Lender Agents or any Secured Party Parties under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 12.09 12.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, officer, partner, member, manager, employee or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party or of any such administrator, as such, the Equityholder 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 each party hereto the Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Equityholder contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate or limited liability company obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, the Borrower, the Collateral Manager, the Seller or the Equityholder, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder or any incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the LendersAdministrative Agent, any Secured Party, the Administrative Agent Borrower, the Collateral Manager, the Seller or the Lender Agents or of any such administrator, as such, or any of them, Equityholder under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder and each incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party or of any such administratorthe Equityholder, or any of them, for breaches by the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee, partner, member, manager or director of the Borrower, the Collateral Manager, the Seller or the Equityholder to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor or Seller, the Servicer Collateral Manager or any other Person against the Administrative Agent, the Lender Agents, Collateral Agent and the Lenders, or any Secured Party Parties or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each of the Borrower, the Transferor Seller and the Servicer each Collateral Manager hereby waives, releases, and agrees not to xxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Seller or any other Person against the Collateral Manager or its Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower hereby waives, releases, and agrees not to xxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (d) Notwithstanding any contrary provision set forth herein, no claim may be made by the Collateral Manager against the Borrower or its Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Collateral Manager hereby waives, releases, and agrees not to xxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (e) No obligation or liability to any Obligor under any of the Loan Assets Loans is intended to be assumed by the Administrative Agent, Agent and the Lenders, the Lender Agents or any Secured Party Parties under or as a result of this Agreement and the transactions contemplated hereby. (df) Notwithstanding anything any other provision of this Agreement, none of the parties to this Agreement may, prior to the date which is one year (or if longer the applicable preference period then in effect) plus one day after the Termination Date, institute against, or join any other Person in instituting against, the Borrower, any bankruptcy, winding up, reorganization, arrangement, insolvency, moratorium or liquidation proceedings, or other proceedings under U.S. federal or state bankruptcy or similar laws of any jurisdiction. Nothing in this Agreement Section 12.11(f) shall preclude, or be deemed to estop, the contrary, no Conduit Lender shall have Collateral Agent or any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5party to this Agreement (i) from taking any action prior to the expiration of the Bankruptcy Code if and aforementioned period in (y) any case or proceeding voluntarily filed or commenced by the Borrower or (z) any involuntary insolvency proceeding filed or commenced by a Person other than one of the parties to this Agreement, or (ii) from commencing against the Borrower or any of its property any legal action that is not a bankruptcy, winding up, reorganization, arrangement, insolvency, moratorium, liquidation or similar proceeding. It is understood that the foregoing provisions of this paragraph (f) shall not (i) prevent recourse to the Collateral in the manner provided herein for the sums due or to become due under any obligation, instrument or agreement that is part of the Collateral or (ii) constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Loans (to the extent that they evidence debt) or secured by this Agreement until such Collateral has been realized and proceeds distributed in accordance with the provisions of Section 2.7 and Section 2.8, whereupon any such payment outstanding indebtedness or obligation owed of the Borrower shall be extinguished. It is further understood that the foregoing provisions of this paragraph (f) shall not limit the right of any Person to it by name the Borrower as a Conduit Lender exceeds party defendant in any proceeding or in the amount available to such Conduit Lender to pay such amount after paying exercise of any other remedy under this Agreement, so long as no judgment in the nature of a deficiency judgment or making provision seeking personal liability shall be asked for or (if obtained) enforced against the payment of its Commercial Paper NotesBorrower. (eg) The provisions of this Section 12.09 12.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lenders, the any Lender Agents or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Borrower or such Lender Agents or any Secured Party pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Borrower or such Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the Lenders, the Borrower or such Lender Agents or any Secured Party or of any such administrator, as such, 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 each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents Borrower or any Secured Party Lender pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 9.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents Borrower or any Secured Party Lender or any incorporator, stockholder, affiliate, officer, employee or director of the Lenders, the Administrative Agent Borrower or the such Lender Agents or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lenders, the Borrower or such Lender Agents or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lenders, the Lender Agents Borrower or any Secured Party Lender and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the Lenders, the Borrower or such Lender Agents or any Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the Lenders, the Borrower or such Lender Agents or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor or the Servicer or any other Person against the Administrative Agent, the Lender Agents, the Lenders, or any Secured Party or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower, the Transferor and the Servicer each hereby waives, releases, and agrees not to xxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Loan Assets is intended to be assumed by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 12.09 9.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, Agent or the Lenders, the Lender Agents or any Secured Party Lenders as contained in this Agreement Guarantee, the Credit Documents or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such party pursuant hereto or thereto or in connection herewith or therewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party Lenders or any incorporator, affiliateAffiliate (direct or indirect), owner, member, partner, stockholder, officer, employee director, employee, agent or director attorney of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party Lenders or of any such administrator, as such, 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 each party hereto the Administrative Agent and the Lenders contained in this Agreement Guarantee, the Credit Documents and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or thereto or in connection herewith or therewith are, in each case, solely the corporate obligations of such party (the Administrative Agent and nothing in this Section 12.09 shall be construed to diminish in any way such corporate obligations of such party), the Lenders and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party Lenders or any incorporator, owner, member, partner, stockholder, affiliateAffiliate (direct or indirect), officer, employee director, employee, agent or director attorney of the LendersAdministrative Agent, the Administrative Agent or the Lender Agents Lenders or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, Agent or the Lenders, the Lender Agents or any Secured Party Lenders contained in this Agreement Guarantee, the Credit Documents or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, Agent or the Lenders, the Lender Agents or any Secured Party Lenders and each incorporator, owner, member, partner, stockholder, affiliate, officer, employee director, employee, agent or director attorney of the Administrative Agent, Agent or the Lenders, the Lender Agents or any Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, Agent or the Lenders, the Lender Agents or any Secured Party Lenders of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor or the Servicer or any other Person against the Administrative Agent, the Lender Agents, the Lenders, or any Secured Party or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower, the Transferor and the Servicer each hereby waives, releases, and agrees not to xxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Loan Assets is intended to be assumed by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper NotesGuarantee. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 12.09 34 shall survive the termination of this AgreementGuarantee.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lenders, the Lender Agents Lenders or any other Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents Lenders or any other Secured Party pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents Lenders or any other Secured Party or any incorporator, affiliate, stockholder, member, officer, employee partner, employee, administrator, partner, organizer or director of the Administrative Agent, the Lenders, the Lender Agents Lenders or any other Secured Party or of any such administrator, as such, 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 each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents Lenders or any other Secured Party pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 11.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents Lenders or any other Secured Party or any incorporator, affiliate, stockholder, affiliatemember, officer, employee partner, employee, administrator, partner, organizer or director of the Lenders, the Administrative Agent Lenders or the Lender Agents Agent or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lenders, the Lender Agents Lenders or any other Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lenders, the Lender Agents Lenders or any other Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents Lenders or any other Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the Lenders, the Lender Agents Lenders or any other Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor Transferor, the Equityholder or the Servicer or any other Person against the Administrative Agent, the Lender Agents, the Lenders, Lenders or any other Secured Party or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower, the Transferor Transferor, the Equityholder and the Servicer each hereby waives, releases, and agrees not to xxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Loan Assets is intended to be assumed by the Administrative Agent, the Lenders, the Lender Agents Lenders or any other Secured Party under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 12.09 11.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower or any Secured Party the Collateral Manager as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, officer, employee partner, employee, member, manager or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower or any Secured Party or of any such administrator, as such, the Collateral Manager 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 each party hereto the Administrative Agent, any Secured Party, the Borrower or the Collateral Manager contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, the Borrower or the Collateral Manager, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Party Borrower, the Collateral Manager or any incorporator, stockholder, affiliate, officer, employee partner, employee, member, manager or director of the LendersAdministrative Agent, any Secured Party, the Administrative Agent Borrower or the Lender Agents or of any such administrator, as such, or any of them, Collateral Manager under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower or any Secured Party the Collateral Manager contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower or any Secured Party the Collateral Manager and each incorporator, stockholder, affiliate, officer, employee partner, employee, member, manager or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower or any Secured Party or of any such administratorthe Collateral Manager, or any of them, for breaches by the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower or any Secured Party the Collateral Manager of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that, the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee, member, manager or director of the Borrower or the Collateral Manager to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor Borrower or the Servicer Collateral Manager or any other Person against the Administrative Agent, Agent and the Lender Agents, the Lenders, or any Secured Party Parties or their respective Affiliates, directors, officers, employees, members, managers attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each of the Borrower, the Transferor Borrower and the Servicer each Collateral Manager hereby waives, releases, and agrees not to xxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Loan Assets Loans is intended to be assumed by the Administrative Agent, Agent and the Lenders, the Lender Agents or any Secured Party Parties under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 12.09 12.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party Party, or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party Party, or of any such administrator, as such, 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 each party hereto the Administrative Agent, the Purchaser Agents, or any Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, the Purchaser Agents, or any way such corporate obligations of such party)Secured Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the LendersAdministrative Agent, the Administrative Agent Purchaser Agents, or the Lender Agents any Secured Party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 13.11 shall survive the termination of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, no Conduit Purchaser shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Purchaser or such Additional Purchaser, as applicable, after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Purchaser hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Purchaser exceeds the amount available to such Conduit Purchaser to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (c) Notwithstanding any contrary provision set forth herein, no claim may be made by either Seller, any of the Borrower, the Transferor Originators or the Servicer or any other Person against the Administrative Agent, Agent and the Lender Agents, the Lenders, or any Secured Party Parties or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each of the BorrowerSellers, each of the Transferor Originators and the Servicer each hereby waives, releases, and agrees not to xxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (cd) No obligation or liability to any Obligor under any of the Loan Assets Loans is intended to be assumed by the Administrative Agent, Agent and the Lenders, the Lender Agents or any Secured Party Parties under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 12.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lenders, the Lender Agents or any other Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or Agents, any other Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or Agents, any other Secured Party or of any such administrator, as such, 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 each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any other Secured Party pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents or Agents, any other Secured Party Party, or any incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the Lenders, the Administrative Agent or the Lender Agents or any other Secured Party or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lenders, the Lender Agents or any other Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lenders, the Lender Agents or any other Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any other Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the Lenders, the Lender Agents or any other Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that the foregoing non-recourse provisions shall in no way affect any rights any Secured Party might have against any incorporator, affiliate, stockholder, officer, employee or director of the Borrower, any Borrower Advisor or the Collateral Custodian to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person. (b) Notwithstanding any contrary provision set forth hereinanything in this Agreement to the contrary, no claim may be made by the Borrower, the Transferor or the Servicer Borrower or any other Person affiliated with or related to the Borrower against the Administrative Agent, the Lender AgentsLenders, the Lenders, Lender Agents or any Secured Party or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower, the Transferor and the Servicer each Borrower hereby waives, releases, and agrees not to xxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Loan Assets Loans is intended to be assumed by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 12.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party Party, or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party Party, or of any such administrator, as such, 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 each party hereto the Administrative Agent, the Seller, the Servicer, the Originator or any Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate or limited liability company obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, the Seller, the Servicer, the Originator or any way such corporate obligations of such party)Secured Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the LendersAdministrative Agent, the Administrative Agent Seller, the Servicer, the Originator or the Lender Agents any Secured Party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 13.11(a) shall survive the termination of this Agreement. (b) [Intentionally omitted.] (c) Notwithstanding any contrary provision set forth herein, no claim may be made by the BorrowerSeller, the Transferor Originator or the Servicer or any other Person against the Administrative Agent, Agent and the Lender Agents, the Lenders, or any Secured Party Parties or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the BorrowerSeller, the Transferor Originator and the Servicer each hereby waives, releases, and agrees not to xxx sxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (cd) No obligation or liability to any Obligor under any of the Loan Assets is intended to be assumed by the Administrative Agent, Agent and the Lenders, the Lender Agents or any Secured Party Parties under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 12.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party Party, or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party Party, or of any such administrator, as such, 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 each party hereto the Administrative Agent, the Seller, the Servicer, the Originator or any Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate or limited liability company obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, the Seller, the Servicer, the Originator or any way such corporate obligations of such party)Secured Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the LendersAdministrative Agent, the Administrative Agent Seller, the Servicer, the Originator or the Lender Agents any Secured Party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the LendersSeller, the Lender Agents Servicer, the Originator or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor or the Servicer or any other Person against the Administrative Agent, the Lender Agents, the Lenders, or any Secured Party or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower, the Transferor and the Servicer each hereby waives, releases, and agrees not to xxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Loan Assets is intended to be assumed by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 12.09 shall survive the termination of this Agreement.this

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party or of any such administrator, as such, 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 each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 11.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the Lenders, Lenders or the Administrative Agent or the Lender Agents or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor or the Servicer or any other Person against the Administrative Agent, the Lender Agents, the Lenders, Lenders or any Secured Party or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower, the Transferor and the Servicer each hereby waives, releases, and agrees not to xxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Loan Assets is intended to be assumed by the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 12.09 11.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, member, officer, employee partner, employee, administrator, partner, organizer or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party or of any such administrator, as such, 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 each party hereto the Administrative Agent, any Secured Party, or any Loan Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, or any Loan Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party, any Loan Party or any incorporator, stockholder, affiliate, officer, partner, employee or director of the LendersAdministrative Agent, the Administrative Agent or the Lender Agents or of any such administrator, as suchSecured Party, or any of them, Loan Party under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party and each incorporator, stockholder, affiliate, officer, partner, employee administrator, partner, organizer or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or of any such administratorLoan Party, or any of them, for breaches by the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee or director of any Loan Party to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor or the Servicer any Loan Party or any other Person against the Administrative Agent, Agent and the Lender Agents, the Lenders, or any Secured Party Parties or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower, the Transferor and the Servicer each Loan Party hereby waives, releases, and agrees not to xxx sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Loan Assets Loans is intended to be assumed by the Administrative Agent, Agent and the Lenders, the Lender Agents or any Secured Party Parties under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 12.09 12.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Collateral Agent, the Seller or any Secured Party the Equityholder as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, officer, partner, member, manager, employee or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Collateral Agent, the Seller or any Secured Party or of any such administrator, as such, the Equityholder 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 each party hereto the Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Collateral Agent, the Seller or the Equityholder contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate or limited liability company obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, the Borrower, the Collateral Manager, the Collateral Agent, the Seller or the Equityholder, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Collateral Agent, the Seller or any Secured Party the Equityholder or any incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the LendersAdministrative Agent, any Secured Party, the Administrative Agent Borrower, the Collateral Manager, the Collateral Agent, the Seller or the Lender Agents or of any such administrator, as such, or any of them, Equityholder under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Collateral Agent, the Seller or any Secured Party the Equityholder contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Collateral Agent, the Seller or any Secured Party the Equityholder and each incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Collateral Agent, the Seller or any Secured Party or of any such administratorthe Equityholder, or any of them, for breaches by the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Collateral Agent, the Seller or any Secured Party the Equityholder of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee, partner, member, manager or director of the Borrower, the Collateral Manager, the Collateral Agent, the Seller or the Equityholder to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor or Collateral Manager, the Servicer Seller or any other Person against the Administrative Agent, Agent and the Lender Agents, the Lenders, or any Secured Party Parties or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each of the Borrower, the Transferor Seller and the Servicer each Collateral Manager hereby waives, releases, and agrees not to xxx sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower against the Collateral Manager or its Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (d) Notwithstanding any contrary provision set forth herein, no claim may be made by the Collateral Manager against the Borrower or its Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Collateral Manager hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (e) Notwithstanding anything to the contrary contained in this Agreement, the obligations of each Conduit Lender under this Agreement and all other Transaction Documents are solely the corporate obligations of such Conduit Lender and shall be payable solely to the extent of funds received by such Conduit Lender from the Borrower in accordance herewith or from any party to any Transaction Document in accordance with the terms thereof in excess of funds necessary to pay such Conduit Xxxxxx’s matured and maturing commercial paper or other rated indebtedness 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. The payment of any claim (as defined in Section 101 of Title 11 of the Bankruptcy Code) of any party to this Agreement or any other Transaction Document against a Conduit Lender shall be subordinated to the payment in full of all of such Conduit Xxxxxx’s commercial paper and other rated indebtedness. No recourse under or with respect to any obligation, covenant or agreement of any Conduit Lender as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person or any incorporator, stockholder, member, officer, employee or director of such Person or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise. (f) No obligation or liability to any Obligor under any of the Loan Assets Loans is intended to be assumed by the Administrative Agent, Agent and the Lenders, the Lender Agents or any Secured Party Parties under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (eg) The provisions of this Section 12.09 13.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, including without limitation, limitation the payment of any fees or any other obligations) of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party or of any such administrator, as such, 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 each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 11.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the Lenders, Lender or the Administrative Agent or the Lender Agents or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor or the Servicer or any other Person against the Administrative Agent, the Lender Agents, the Lenders, Agent or any Secured Party or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower, the Transferor and the Servicer each hereby waives, releases, and agrees not to xxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Loan Assets is intended to be assumed by the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 12.09 11.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, officer, partner, member, manager, employee or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party or of any such administrator, as such, the Equityholder 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 each party hereto the Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Equityholder contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate or limited liability company obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, the Borrower, the Collateral Manager, the Seller or the Equityholder, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder or any incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the LendersAdministrative Agent, any Secured Party, the Administrative Agent Borrower, the Collateral Manager, the Seller or the Lender Agents or of any such administrator, as such, or any of them, Equityholder under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder and each incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party or of any such administratorthe Equityholder, or any of them, for breaches by the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee, partner, member, manager or director of the Borrower, the Collateral Manager, the Seller or the Equityholder to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor or Seller, the Servicer Collateral Manager or any other Person against the Administrative Agent, Agent and the Lender Agents, the Lenders, or any Secured Party Parties or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each of the Borrower, the Transferor Seller and the Servicer each Collateral Manager hereby waives, releases, and agrees not to xxx sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower against the Collateral Manager or its Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (d) Notwithstanding any contrary provision set forth herein, no claim may be made by the Collateral Manager against the Borrower or its Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Collateral Manager hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (e) No obligation or liability to any Obligor under any of the Loan Assets Loans is intended to be assumed by the Administrative Agent, Agent and the Lenders, the Lender Agents or any Secured Party Parties under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (ef) The provisions of this Section 12.09 12.11 shall survive the termination of this Agreement. (g) U.S. Bank Trust Company, National Association and U.S. Bank National Association (in each of their capacities) agrees to accept and act upon instructions or directions pursuant to this Agreement or any document executed in connection herewith sent by unsecured email, facsimile transmission or other similar unsecured electronic methods; provided, however, that any person providing such instructions or directions shall provide to U.S. Bank Trust Company, National Association and U.S. Bank National Association an incumbency certificate listing persons designated to provide such instructions or directions, which incumbency certificate shall be amended whenever a person is added or deleted from the listing. If such person elects to give U.S. Bank Trust Company, National Association or U.S. Bank National Association email or facsimile instructions (or instructions by a similar electronic method) and U.S. Bank Trust Company, National Association and U.S. Bank National Association in their discretion elects to act upon such instructions, U.S. Bank Trust Company, National Association’s and/or U.S. Bank National Association’s reasonable understanding of such instructions shall be deemed controlling. Neither U.S. Bank Trust Company, National Association nor U.S. Bank National Association shall be liable for any losses, costs or expenses arising directly or indirectly from U.S. Bank Trust Company, National Association’s or U.S. Bank National Association’s reliance upon and compliance with such instructions notwithstanding such instructions conflicting with or being inconsistent with a subsequent written instruction. Any person providing such instructions or directions agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to U.S. Bank Trust Company, National Association and/or U.S. Bank National Association, including without limitation the risk of U.S. Bank Trust Company, National Association and/or U.S. Bank National Association acting on unauthorized instructions, and the risk of interception and misuse by third parties and acknowledges and agrees that there may be more secure methods of transmitting such instructions than the method(s) selected by it and agrees that the security procedures (if any) to be followed in connection with its transmission of such instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lenders, Lenders or the Lender Agents or any Secured Party Guarantor as contained in this Agreement Guaranty, the Credit Documents or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents Guarantor or any Secured Party such party pursuant hereto or thereto or in connection herewith or therewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party Guarantor or any incorporator, affiliateAffiliate (direct or indirect), owner, member, partner, stockholder, officer, employee director, employee, agent or director attorney of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party Guarantor or of any such administrator, as such, 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 each party hereto the Administrative Agent, the Lenders and the Guarantor contained in this Agreement Guaranty, the Credit Documents and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or thereto or in connection herewith or therewith are, in each case, solely the corporate obligations of such party (the Administrative Agent, the Lenders and nothing in this Section 12.09 shall be construed to diminish in any way such corporate obligations of such party), the Guarantor and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party Guarantor or any incorporator, owner, member, partner, stockholder, affiliateAffiliate (direct or indirect), officer, employee director, employee, agent or director attorney of the Administrative Agent, the Lenders, the Administrative Agent or the Lender Agents Guarantor or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lenders, Lenders or the Lender Agents or any Secured Party Guarantor contained in this Agreement Guaranty, the Credit Documents or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lenders, any other Credit Party or the Lender Agents or any Secured Party Guarantor and each incorporator, owner, member, partner, stockholder, affiliate, officer, employee director, employee, agent or director attorney of the Administrative Agent, the Lenders, any other Credit Party or the Lender Agents or any Secured Party Guarantor, or of any such administrator, or any of them, for breaches by the Administrative Agent, the Lenders, any other Credit Party or the Lender Agents or any Secured Party Guarantor of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor or the Servicer or any other Person against the Administrative Agent, the Lender Agents, the Lenders, or any Secured Party or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower, the Transferor and the Servicer each hereby waives, releases, and agrees not to xxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Loan Assets is intended to be assumed by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper NotesGuaranty. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 12.09 32 shall survive the termination of this AgreementGuaranty.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such Person or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party or of any such administrator, as such, 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 each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 11.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such Person or any incorporator, stockholder, affiliate, officer, employee or director of the Lenders, the Administrative Agent or the Lender Agents or of any such administrator, as such, or any of themPerson, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such Person and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such Person or of any such administrator, or any of them, for breaches by the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor or the Servicer or any other Person against the Administrative Agent, the Lender Agents, the Lenders, Agent or any Secured Party or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower, the Transferor and the Servicer each hereby waives, releases, and agrees not to xxx sxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Loan Assets is intended to be assumed by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 12.09 11.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, officer, partner, member, manager, employee or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party or of any such administrator, as such, the Equityholder 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 each party hereto the Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Equityholder contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate or limited liability company obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, the Borrower, the Collateral Manager, the Seller or the Equityholder, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder or any incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the LendersAdministrative Agent, any Secured Party, the Administrative Agent Borrower, the Collateral Manager, the Seller or the Lender Agents or of any such administrator, as such, or any of them, Equityholder under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder and each incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party or of any such administratorthe Equityholder, or any of them, for breaches by the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee, partner, member, manager or director of the Borrower, the Collateral Manager, the Seller or the Equityholder to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor or Collateral Manager, the Servicer Seller or any other Person against the Administrative Agent, Agent and the Lender Agents, the Lenders, or any Secured Party Parties or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each of the Borrower, the Transferor Seller and the Servicer each Collateral Manager hereby waives, releases, and agrees not to xxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower against the Collateral Manager or its Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower hereby waives, releases, and agrees not to xxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (d) Notwithstanding any contrary provision set forth herein, no claim may be made by the Collateral Manager against the Borrower or its Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Collateral Manager hereby waives, releases, and agrees not to xxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (e) No obligation or liability to any Obligor under any of the Loan Assets Loans is intended to be assumed by the Administrative Agent, Agent and the Lenders, the Lender Agents or any Secured Party Parties under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (ef) The provisions of this Section 12.09 13.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party Party, or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party Party, or of any such administrator, as such, 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 each party hereto the Administrative Agent, the Purchaser Agents, or any Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, the Purchaser Agents, or any way such corporate obligations of such party)Secured Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the LendersAdministrative Agent, the Administrative Agent Purchaser Agents, or the Lender Agents any Secured Party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 13.11 shall survive the termination of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, no Conduit Purchaser shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Purchaser or such Additional Purchaser, as applicable, after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Purchaser hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Purchaser exceeds the amount available to such Conduit Purchaser to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (c) Notwithstanding any contrary provision set forth herein, no claim may be made by the BorrowerSeller, the Transferor Originator or the Servicer or any other Person against the Administrative Agent, Agent and the Lender Agents, the Lenders, or any Secured Party Parties or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the BorrowerSeller, the Transferor Originator and the Servicer each hereby waives, releases, and agrees not to xxx sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (cd) No obligation or liability to any Obligor under any of the Loan Assets is intended to be assumed by the Administrative Agent, Agent and the Lenders, the Lender Agents or any Secured Party Parties under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 12.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party Party, or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party Party, or of any such administrator, as such, 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 each party hereto the Administrative Agent, the Purchaser Agents, or any Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, the Purchaser Agents, or any way such corporate obligations of such party)Secured Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the LendersAdministrative Agent, the Administrative Agent Purchaser Agents, or the Lender Agents any Secured Party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 13.11 shall survive the termination of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, no Conduit Purchaser shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Purchaser or such Additional Purchaser, as applicable, after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Purchaser hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Purchaser exceeds the amount available to such Conduit Purchaser to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (c) Notwithstanding any contrary provision set forth herein, no claim may be made by the BorrowerSeller, the Transferor Originator or the Servicer or any other Person against the Administrative Agent, Agent and the Lender Agents, the Lenders, or any Secured Party Parties or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the BorrowerSeller, the Transferor Originator and the Servicer each hereby waives, releases, and agrees not to xxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (cd) No obligation or liability to any Obligor under any of the Loan Assets is intended to be assumed by the Administrative Agent, Agent and the Lenders, the Lender Agents or any Secured Party Parties under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 12.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or of any such administrator, as such, 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 each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 11.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the Lenders, the Administrative Agent or the Lender Agents or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor Seller or the Servicer or any other Person against the Administrative Agent, the Lender AgentsLenders, the Lenders, Lender Agents or any Secured Party or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower, the Transferor Seller and the Servicer each hereby waives, releases, and agrees not to xxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Loan Assets is intended to be assumed by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 12.09 11.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lendersany Secured Party, any Loan Party, the Lender Agents Servicer, the Seller or any Secured Party the Equityholder as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, officer, partner, member, manager, employee or director of the Administrative Agent, the Lendersany Secured Party, any Loan Party, the Lender Agents Servicer, the Seller or any Secured Party or of any such administrator, as such, the Equityholder 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 each party hereto the Administrative Agent, any Secured Party, any Loan Party, the Servicer, the Seller or the Equityholder contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate or limited liability company obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, the Loan Parties, the Servicer, the Seller or the Equityholder, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Loan Parties, the Servicer, the Seller or any Secured Party the Equityholder or any incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the LendersAdministrative Agent, any Secured Party, the Administrative Agent Loan Parties, the Servicer, the Seller or the Lender Agents or of any such administrator, as such, or any of them, Equityholder under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Loan Parties, the Servicer, the Seller or any Secured Party the Equityholder contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Loan Parties, the Servicer, the Seller or any Secured Party the Equityholder and each incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Loan Parties, the Servicer, the Seller or any Secured Party or of any such administratorthe Equityholder, or any of them, for breaches by the Administrative Agent, the Lendersany Secured Party, the Lender Agents Loan Parties, the Servicer, the Seller or any Secured Party the Equityholder of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee, partner, member, manager or director of any Loan Party, the Servicer, the Seller or the Equityholder to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrowerany Loan Party, the Transferor or Seller, the Servicer or any other Person against the Administrative Agent, Agent and the Lender Agents, the Lenders, or any Secured Party Parties or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrowereach of such Loan Party, the Transferor Seller and the Servicer each hereby waives, releases, and agrees not to xxx sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) Notwithstanding any contrary provision set forth herein, no claim may be made by a Loan Party, the Seller, the Administrative Agent, any of the Secured Parties or any other Person against the Servicer or its Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each of the Loan Parties, the Seller, the Administrative Agent and the Secured Parties hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (d) Notwithstanding any contrary provision set forth herein, no claim may be made by the Servicer, the Seller, the Administrative Agent, any of the Secured Parties or any other Person against the Loan Parties, or their Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each of the Servicer, the Seller, the Administrative Agent and the Secured Parties hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (e) No obligation or liability to any Obligor under any of the Loan Assets Loans is intended to be assumed by the Administrative Agent, Agent and the Lenders, the Lender Agents or any Secured Party Parties under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (ef) The provisions of this Section 12.09 12.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the LendersCollateral Agent, the Lender Agents or Document Custodian, any Secured Party Party, the Borrower, the Collateral Manager, the Seller or the Equityholder as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, officer, employee partner, employee, member, manager or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party or of any such administrator, as such, the Equityholder 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 each party hereto the Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Equityholder contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, the Borrower, the Collateral Manager, the Seller or the Equityholder, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder or any incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the LendersAdministrative Agent, any Secured Party, the Administrative Agent Borrower, the Collateral Manager, the Seller or the Lender Agents or of any such administrator, as such, or any of them, Equityholder under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder and each incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party or of any such administratorthe Equityholder, or any of them, for breaches by the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that, the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee, member, manager or director of the Borrower, the Collateral Manager, the Seller or the Equityholder to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor Collateral Manager, the Seller or the Servicer Equityholder or any other Person against the Administrative Agent, Agent and the Lender Agents, the Lenders, or any Secured Party Parties or their respective Affiliates, directors, officers, employees, member, manager, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each of the Borrower, the Transferor Borrower and the Servicer each Collateral Manager hereby waives, releases, and agrees not to xxx sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Loan Portfolio Assets is intended to be assumed by the Administrative Agent, Agent and the Lenders, the Lender Agents or any Secured Party Parties under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 12.09 12.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or of any such administrator, as such, 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 each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 11.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the Lenders, the Administrative Agent or the Lender Agents or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor Seller or the Servicer or any other Person against the Administrative Agent, the Lender AgentsLenders, the Lenders, Lender Agents or any Secured Party or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower, the Transferor Seller and the Servicer each hereby waives, releases, and agrees not to xxx sxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Loan Assets is intended to be assumed by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 12.09 11.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of any of the Administrative AgentIssuer, the LendersServicer, Sheffield, any Purchaser or the Lender Agents or any Secured Party Deal Agent as contained in this Agreement the Series 2002-1 Transaction Documents or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such party or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such party or of any such administrator, as such, 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 each such party hereto contained in this Agreement the Series 2002-1 Transaction Documents and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing party, provided that in this Section 12.09 the case of Sheffield, such liabilities shall be construed paid only after the repayment in full of all Commercial Paper Notes and all other liabilities contemplated in the program documents with respect to diminish in any way such corporate obligations of such party)Sheffield, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such party or any incorporator, stockholder, affiliate, officer, employee or director of the Lenders, the Administrative Agent or the Lender Agents such party or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such Purchaser contained in this Agreement the Series 2002-1 Transaction Documents or in any other such instrumentsinstrument, documents document or agreementsagreement, or which are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such party or of any such administrator, or any of them, for breaches by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such party of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of of; and in consideration for for, the execution of this Agreementthe Series 2002-1 Transaction Documents. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor or the Servicer anything contained in this Agreement or any other Person against the Administrative AgentSeries 2002-1 Transaction Document, the Lender Agents, the Lenders, or any Secured Party or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower, the Transferor and the Servicer each hereby waives, releases, and agrees not to xxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Loan Assets is intended to be assumed by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender Sheffield shall have any no obligation to pay any amount required to be paid by it hereunder or in excess of any amount available to such Conduit Lender Sheffield after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender Sheffield hereunder are contingent on upon the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto Issuer, the Deal Agent and the Servicer agrees that it will they shall not have a claim under Section 101(5) of the United States Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender Sheffield to pay such amount amounts after paying or making provision for the payment of its Commercial Paper Notes. (ec) The provisions of this Section 12.09 6.14 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such Person or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party or of any such administrator, as such, 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 each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 11.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the Lenders, the Administrative Agent or the Lender Agents or of any such administrator, as such, or any of themPerson, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such Person and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such Person or of any such administrator, or any of them, for breaches by the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor or the Servicer or any other Person against the Administrative Agent, the Lender Agents, the Lenders, Agent or any Secured Party or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower, the Transferor and the Servicer each hereby waives, releases, and agrees not to xxx sxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Loan Assets is intended to be assumed by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 12.09 11.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party Party, or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party Party, or of any such administrator, as such, 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 each party hereto the Administrative Agent, the Purchaser Agents, or any Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, the Purchaser Agents, or any way such corporate obligations of such party)Secured Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the LendersAdministrative Agent, the Administrative Agent Purchaser Agents, or the Lender Agents any Secured Party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 13.11 shall survive the termination of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, neither VFCC nor any Additional Purchaser shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to VFCC or such Additional Purchaser, as applicable, after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of VFCC and each Additional Purchaser, as applicable, hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by VFCC or an Additional Purchaser, as applicable, exceeds the amount available to VFCC or such Additional Purchaser, as applicable, to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (c) Notwithstanding any contrary provision set forth herein, no claim may be made by the BorrowerSeller, the Transferor Originator or the Servicer or any other Person against the Administrative Agent, Agent and the Lender Agents, the Lenders, or any Secured Party Parties or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the BorrowerSeller, the Transferor Originator and the Servicer each hereby waives, releases, and agrees not to xxx sxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (cd) No obligation or liability to any Obligor under any of the Loan Assets is intended to be assumed by the Administrative Agent, Agent and the Lenders, the Lender Agents or any Secured Party Parties under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 12.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) a. No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, including the payment of any fees or any other obligations) of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, member, officer, employee partner, employee, administrator, partner, organizer or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party or of any such administrator, as such, 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 each party hereto the Administrative Agent, any Secured Party, or any Loan Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, or any Loan Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party, any Loan Party or any incorporator, stockholder, affiliate, officer, partner, employee or director of the LendersAdministrative Agent, the Administrative Agent or the Lender Agents or of any such administrator, as suchSecured Party, or any of them, Loan Party under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party and each incorporator, stockholder, affiliate, officer, partner, employee administrator, partner, organizer or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or of any such administratorLoan Party, or any of them, for breaches by the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee or director of any Loan Party to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person. (b) b. Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor or the Servicer any Loan Party or any other Person against the Administrative Agent, Agent and the Lender Agents, the Lenders, or any Secured Party Parties or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower, the Transferor and the Servicer each Loan Party hereby waives, releases, and agrees not to xxx sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) c. No obligation or liability to any Obligor under any of the Loan Assets Loans is intended to be assumed by the Administrative Agent, Agent and the Lenders, the Lender Agents or any Secured Party Parties under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) d. The provisions of this Section 12.09 12.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, any Affiliate Transferor or any Secured Party the Equityholder as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, officer, partner, member, manager, employee or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, any Affiliate Transferor or any Secured Party or of any such administrator, as such, the Equityholder 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 each party hereto the Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, any Affiliate Transferor or the Equityholder contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate or limited liability company obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, the Borrower, the Collateral Manager, any Affiliate Transferor or the Equityholder, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, any Affiliate Transferor or any Secured Party the Equityholder or any incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the LendersAdministrative Agent, any Secured Party, the Administrative Agent Borrower, the Collateral Manager, any Affiliate Transferor or the Lender Agents or of any such administrator, as such, or any of them, Equityholder under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, any Affiliate Transferor or any Secured Party the Equityholder contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, any Affiliate Transferor or any Secured Party the Equityholder and each incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, any Affiliate Transferor or any Secured Party or of any such administratorthe Equityholder, or any of them, for breaches by the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, any Affiliate Transferor or any Secured Party the Equityholder of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee, partner, member, manager or director of the Borrower, the Collateral Manager, any Affiliate Transferor or the Equityholder to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, any Affiliate Transferor, the Transferor or the Servicer Collateral Manager or any other Person against the Administrative Agent, Agent and the Lender Agents, the Lenders, or any Secured Party Parties or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each of the Borrower, the Transferor Borrower and the Servicer Collateral Manager and each Affiliate Transferor hereby waives, releases, and agrees not to xxx sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Loan Assets Loans is intended to be assumed by the Administrative Agent, Agent and the Lenders, the Lender Agents or any Secured Party Parties under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 12.09 12.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party or of any such administrator, as such, 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 each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 11.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the Lenders, Lenders or the Administrative Agent or the Lender Agents or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor Transferor, the Parent or the Servicer or any other Person against the Administrative Agent, the Lender Agents, the Lenders, Lenders or any Secured Party or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower, the Transferor Transferor, the Parent and the Servicer each hereby waives, releases, and agrees not to xxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Loan Assets is intended to be assumed by the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 12.09 11.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, including the payment of any fees or any other obligations) of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, member, officer, employee partner, employee, administrator, partner, organizer or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party or of any such administrator, as such, 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 each party hereto the Administrative Agent, any Secured Party, or any Loan Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, or any Loan Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party, any Loan Party or any incorporator, stockholder, affiliate, officer, partner, employee or director of the LendersAdministrative Agent, the Administrative Agent or the Lender Agents or of any such administrator, as suchSecured Party, or any of them, Loan Party under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party and each incorporator, stockholder, affiliate, officer, partner, employee administrator, partner, organizer or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or of any such administratorLoan Party, or any of them, for breaches by the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee or director of any Loan Party to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor or the Servicer any Loan Party or any other Person against the Administrative Agent, Agent and the Lender Agents, the Lenders, or any Secured Party Parties or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower, the Transferor and the Servicer each Loan Party hereby waives, releases, and agrees not to xxx sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) Notwithstanding any contrary provision set forth herein, no claim may be made by the Administrative Agent, any Lender, any other Secured Party or any other Person against any Loan Party or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential, exemplary or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Administrative Agent, each Lender and each other Secured Party hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (d) No obligation or liability to any Obligor under any of the Loan Assets Loans is intended to be assumed by the Administrative Agent, Agent and the Lenders, the Lender Agents or any Secured Party Parties under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 12.09 11.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party Party, or any incorporator, affiliateAffiliate, stockholder, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party Party, or of any such administrator, as such, 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 each party hereto the Administrative Agent or any Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent or any way such corporate obligations of such party)Secured Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party or any incorporator, stockholder, affiliateAffiliate, officer, employee or director of the Lenders, the Administrative Agent or the Lender Agents any Secured Party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party and each incorporator, stockholder, affiliateAffiliate, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 13.11 shall survive the termination of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, the Lender shall not have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to the Lender after paying or making provision for the payment of all Commercial Paper Notes. All payment obligations of the Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by the Lender exceeds the amount available to the Lender to pay such amount after paying or making provision for the payment of all Commercial Paper Notes. (c) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor Originator or the Servicer or any other Person against the Administrative Agent, Agent and the Lender Agents, the Lenders, or any Secured Party Parties or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower, the Transferor Originator and the Servicer each hereby waives, releases, and agrees not to xxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (cd) No obligation or liability to any Obligor under any of the Loan Assets Loans is intended to be assumed by the Administrative Agent, the Lenders, the Lender Agents Agent or any of the Secured Party Parties under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 12.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party party hereto as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or of any such administrator, as suchparty hereto, 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 each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such any party (and nothing in this Section 12.09 shall be construed to diminish in any way such corporate obligations of such party)hereto, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, affiliate, officer, employee or director of the Lenders, the Administrative Agent or the Lender Agents or of any such administrator, as such, or any of themparty hereto, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such party hereto contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party and each incorporator, affiliate, stockholder, affiliate, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or of any such administratorparty hereto, or any of them, for breaches by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party party hereto of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor or the Servicer or any party hereto against any other Person against the Administrative Agent, the Lender Agents, the Lenders, or any Secured Party party hereto or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each of the Borrower, the Transferor and the Servicer each parties hereto hereby waives, releases, and agrees not to xxx sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to Notwithstanding any Obligor under any other provision of the Loan Assets is intended to be assumed by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder recourse in excess respect of any amount available obligations of the Buyer hereunder shall be limited to such Conduit Lender after paying the Collateral as applied in accordance with the terms of the Indenture, and on the exhaustion thereof, all obligations of and all claims against the Buyer arising from this Agreement or making provision for any transactions contemplated hereby shall be extinguished and shall not thereafter revive. (d) Nothing in this Agreement shall preclude, or be deemed to estop, the payment Seller (i) from taking any action prior to the expiration of the aforementioned one year and one day (or longer) period in (A) any case or proceeding voluntarily filed or commenced by the Buyer or (B) any involuntary insolvency proceeding filed or commenced by a Person other than the Seller, or (ii) from commencing against the Buyer or any of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will properties any legal action which is not have a claim under Section 101(5) of the Bankruptcy Code if and bankruptcy, reorganization, arrangement, insolvency, winding-up, moratorium or liquidation proceeding, subject to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making non-recourse provision for the payment of its Commercial Paper Notesabove. (e) The provisions of this Section 12.09 5.10 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, including the payment of any fees or any other obligations) of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured FS/KKR Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, member, officer, employee partner, employee, administrator, partner, organizer or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured FS/KKR Party or of any such administrator, as such, 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 each party hereto the Administrative Agent, any Secured Party, or any FS/KKR Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, or any FS/KKR Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party, any FS/KKR Party or any incorporator, stockholder, affiliate, officer, partner, employee or director of the LendersAdministrative Agent, the Administrative Agent or the Lender Agents or of any such administrator, as suchSecured Party, or any of them, FS/KKR Party under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured FS/KKR Party contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured FS/KKR Party and each incorporator, stockholder, affiliate, officer, partner, employee administrator, partner, organizer or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or of any such administratorFS/KKR Party, or any of them, for breaches by the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured FS/KKR Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee or director of any FS/KKR Party to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor or the Servicer any FS/KKR Party or any other Person against the Administrative Agent, Agent and the Lender Agents, the Lenders, or any Secured Party Parties or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower, the Transferor and the Servicer each FS/KKR Party hereby waives, releases, and agrees not to xxx sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Loan Assets Loans is intended to be assumed by the Administrative Agent, Agent and the Lenders, the Lender Agents or any Secured Party Parties under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 12.09 12.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Transferor or any Secured Party the Servicer as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such Person or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Transferor or any Secured Party the Servicer or of any such administrator, as such, 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 each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Transferor or any Secured Party the Servicer pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 11.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such Person or any incorporator, stockholder, affiliate, officer, employee or director of the Lenders, the Administrative Agent or the Lender Agents or of any such administrator, as such, or any of themPerson, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Transferor or any Secured Party the Servicer contained in this Agreement or in any other such instruments, documents or agreements, or are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such Person and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such Person or of any such administrator, or any of them, for breaches by the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Transferor or any Secured Party the Servicer of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. Without limitation of the foregoing, no recourse shall be had for the payment of Advances by the Borrower against the Transferor, the Servicer, or any Affiliate, shareholder, manager, officer, director, employee or member of the Borrower, the Transferor, the Servicer or their respective successors or assigns. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor or the Servicer or any other Person against the Administrative Agent, the Lender Agents, the Lenders, Agent or any Secured Party or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower, the Transferor and the Servicer each hereby waives, releases, and agrees not to xxx sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Loan Assets is intended to be assumed by the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 12.09 11.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Facility Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Equityholder, the Transferor or any Secured Party the Servicer as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such Person or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Facility Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Equityholder, the Transferor or any Secured Party the Servicer or of any such administrator, as such, 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 each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Facility Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Equityholder, the Transferor or any Secured Party the Servicer pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 11.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any such Person or any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the Lenders, the Administrative Agent or the Lender Agents or of any such administrator, as such, or any of themPerson, under or by reason of any of the obligations, covenants or agreements of the Administrative Facility Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Equityholder, the Transferor or any Secured Party the Servicer contained in this Agreement or in any other such instruments, documents or agreements, or are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such Person and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such Person or of any such administrator, or any of them, for breaches by the Administrative Facility Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Equityholder, the Transferor or any Secured Party the Servicer of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. Without limitation of the foregoing, no recourse shall be had for the payment of any amount owing in respect of the Advances by the Borrower against the Equityholder, the Servicer, or any Affiliate, shareholder, manager, officer, director, employee or member of the Borrower, the Equityholder, the Servicer or their respective successors or assigns. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor or the Servicer or any party to this Agreement against any other Person against the Administrative Agent, the Lender Agents, the Lenders, or any Secured Party party to this Agreement or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower, the Transferor and the Servicer each party hereto hereby waives, releases, and agrees not to xxx sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected; provided that, nothing contained in this sentence shall limit the Borrower’s indemnification obligations hereunder to the extent such damages are included in a third party claim in connection with which an Indemnified Party is entitled to indemnification hereunder. (c) No obligation or liability to any Obligor under any of the Loan Assets Loans is intended to be assumed by the Administrative Facility Agent, the Lenders, the Lender Agents Lenders or any other Secured Party under or as a result of this Agreement and and/or the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 12.09 11.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, officer, employee partner, employee, member, manager or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party or of any such administrator, as such, the Equityholder 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 each party hereto the Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Equityholder contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, the Borrower, the Collateral Manager, the Seller or the Equityholder, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder or any incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the LendersAdministrative Agent, any Secured Party, the Administrative Agent Borrower, the Collateral Manager, the Seller or the Lender Agents or of any such administrator, as such, or any of them, Equityholder under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder and each incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party or of any such administratorthe Equityholder, or any of them, for breaches by the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that, the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee, member, manager or director of the Borrower, the Collateral Manager, the Seller or the Equityholder to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor Collateral Manager, the Seller or the Servicer Equityholder or any other Person against the Administrative Agent, Agent and the Lender Agents, the Lenders, or any Secured Party Parties or their respective Affiliates, directors, officers, employees, member, manager, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each of the Borrower, the Transferor Borrower and the Servicer each Collateral Manager hereby waives, releases, and agrees not to xxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Loan Assets Loans is intended to be assumed by the Administrative Agent, Agent and the Lenders, the Lender Agents or any Secured Party Parties under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 12.09 12.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Servicer, the Collateral Custodian, the Account Bank, the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Servicer, the Collateral Custodian, the Account Bank, the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party pursuant hereto or in connection herewith shall be had against any administrator of the Servicer, the Collateral Custodian, the Account Bank, the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of the Servicer, the Collateral Custodian, the Account Bank, the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party or of any such administrator, as such, 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 each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Servicer, the Collateral Custodian, the Account Bank, the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 11.08 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the Lenders, the Servicer, the Collateral Custodian, the Account Bank, or the Administrative Agent or the Lender Agents or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Servicer, the Collateral Custodian, the Account Bank, the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or are implied therefrom, and that any and all personal liability of every such administrator of the Servicer, the Collateral Custodian, the Account Bank, the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Servicer, the Collateral Custodian, the Account Bank, the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party or of any such administrator, or any of them, for breaches by the Servicer, the Collateral Custodian, the Account Bank, the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor or the Servicer Borrower or any other Person against the Servicer, the Collateral Custodian, the Account Bank, the Administrative Agent, the Lender Agents, the Lenders, or any Secured Party or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower, the Transferor and the Servicer each Borrower hereby waives, releases, and agrees not to xxx sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Loan Assets is intended to be assumed by the Servicer, the Collateral Custodian, the Account Bank, the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 12.09 11.08 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Collateral Agent, the Seller or any Secured Party the Equityholder as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, officer, partner, member, manager, employee or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Collateral Agent, the Seller or any Secured Party or of any such administrator, as such, the Equityholder 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 each party hereto the Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Collateral Agent, the Seller or the Equityholder contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate or limited liability company obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, the Borrower, the Collateral Manager, the Collateral Agent, the Seller or the Equityholder, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Collateral Agent, the Seller or any Secured Party the Equityholder or any incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the LendersAdministrative Agent, any Secured Party, the Administrative Agent Borrower, the Collateral Manager, the Collateral Agent, the Seller or the Lender Agents or of any such administrator, as such, or any of them, Equityholder under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Collateral Agent, the Seller or any Secured Party the Equityholder contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Collateral Agent, the Seller or any Secured Party the Equityholder and each incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Collateral Agent, the Seller or any Secured Party or of any such administratorthe Equityholder, or any of them, for breaches by the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Collateral Agent, the Seller or any Secured Party the Equityholder of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee, partner, member, manager or director of the Borrower, the Collateral Manager, the Collateral Agent, the Seller or the Equityholder to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor or Collateral Manager, the Servicer Seller or any other Person against the Administrative Agent, Agent and the Lender Agents, the Lenders, or any Secured Party Parties or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each of the Borrower, the Transferor Seller and the Servicer each Collateral Manager hereby waives, releases, and agrees not to xxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower against the Collateral Manager or its Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower hereby waives, releases, and agrees not to xxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (d) Notwithstanding any contrary provision set forth herein, no claim may be made by the Collateral Manager against the Borrower or its Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Collateral Manager hereby waives, releases, and agrees not to xxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (e) Notwithstanding anything to the contrary contained in this Agreement, the obligations of each Conduit Lender under this Agreement and all other Transaction Documents are solely the corporate obligations of such Conduit Lender and shall be payable solely to the extent of funds received by such Conduit Lender from the Borrower in accordance herewith or from any party to any Transaction Document in accordance with the terms thereof in excess of funds necessary to pay such Conduit Lender’s matured and maturing commercial paper or other rated indebtedness 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. The payment of any claim (as defined in Section 101 of Title 11 of the Bankruptcy Code) of any party to this Agreement or any other Transaction Document against a Conduit Lender shall be subordinated to the payment in full of all of such Conduit Lender’s commercial paper and other rated indebtedness. No recourse under or with respect to any obligation, covenant or agreement of any Conduit Lender as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person or any incorporator, stockholder, member, officer, employee or director of such Person or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise. (f) No obligation or liability to any Obligor under any of the Loan Assets Loans is intended to be assumed by the Administrative Agent, Agent and the Lenders, the Lender Agents or any Secured Party Parties under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (eg) The provisions of this Section 12.09 13.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, officer, employee partner, employee, member, manager or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party or of any such administrator, as such, the Equityholder 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 each party hereto the Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Equityholder contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely USActive 55525956.12 124 the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, the Borrower, the Collateral Manager, the Seller or the Equityholder, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder or any incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the LendersAdministrative Agent, any Secured Party, the Administrative Agent Borrower, the Collateral Manager, the Seller or the Lender Agents or of any such administrator, as such, or any of them, Equityholder under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder and each incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party or of any such administratorthe Equityholder, or any of them, for breaches by the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that, the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee, member, manager or director of the Borrower, the Collateral Manager, the Seller or the Equityholder to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor Collateral Manager, the Seller or the Servicer Equityholder or any other Person against the Administrative Agent, Agent and the Lender Agents, the Lenders, or any Secured Party Parties or their respective Affiliates, directors, officers, employees, member, manager, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each of the Borrower, the Transferor Borrower and the Servicer each Collateral Manager hereby waives, releases, and agrees not to xxx sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Loan Assets Loans is intended to be assumed by the Administrative Agent, Agent and the Lenders, the Lender Agents or any Secured Party Parties under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 12.09 12.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or of any such administrator, as such, 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 each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 11.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the Lenders, the Administrative Agent or the Lender Agents or of any such administrator, as such, or any of themPerson, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such Person and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such Person or of any such administrator, or any of them, for breaches by the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor FSIC or the Servicer any of its Affiliates or any other Person against the Administrative Agent, the Lender Agents, the Lenders, Agent or any Secured Party or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential consequential, exemplary or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower, the Transferor Borrower on its own behalf and the Servicer each on behalf of FSIC and its Affiliates hereby waives, releases, and agrees not to xxx sxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Loan Assets is intended to be assumed by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 12.09 11.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, including the payment of any fees or any other obligations) of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, member, officer, employee partner, employee, administrator, partner, organizer or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party or of any such administrator, as such, 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 each party hereto the Administrative Agent, any Secured Party, or any Loan Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, or any Loan Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party, any Loan Party or any incorporator, stockholder, affiliate, officer, partner, employee or director of the LendersAdministrative Agent, the Administrative Agent or the Lender Agents or of any such administrator, as suchSecured Party, or any of them, Loan Party under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party and each incorporator, stockholder, affiliate, officer, partner, employee administrator, partner, organizer or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or of any such administratorLoan Party, or any of them, for breaches by the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee or director of any Loan Party to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor or the Servicer any Loan Party or any other Person against the Administrative Agent, Agent and the Lender Agents, the Lenders, or any Secured Party Parties or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower, the Transferor and the Servicer each Loan Party hereby waives, releases, and agrees not to xxx sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Loan Assets Loans is intended to be assumed by the Administrative Agent, Agent and the Lenders, the Lender Agents or any Secured Party Parties under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 12.09 12.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, officer, partner, member, manager, employee or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party or of any such administrator, as such, the Equityholder 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 each party hereto the Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Equityholder contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate or limited liability company obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, the Borrower, the Collateral Manager, the Seller or the Equityholder, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder or any incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the LendersAdministrative Agent, any Secured Party, the Administrative Agent Borrower, the Collateral Manager, the Seller or the Lender Agents or of any such administrator, as such, or any of them, Equityholder under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder and each incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party or of any such administratorthe Equityholder, or any of them, for breaches by the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee, partner, member, manager or director of the Borrower, the Collateral Manager, the Seller or the Equityholder to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor or Seller, the Servicer Collateral Manager or any other Person against the Administrative Agent, Agent and the Lender Agents, the Lenders, or any Secured Party Parties or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each of the Borrower, the Transferor Seller and the Servicer each Collateral Manager hereby waives, releases, and agrees not to xxx sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower against the Collateral Manager or its Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (d) Notwithstanding any contrary provision set forth herein, no claim may be made by the Collateral Manager against the Borrower or its Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Collateral Manager hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (e) No obligation or liability to any Obligor under any of the Loan Assets Loans is intended to be assumed by the Administrative Agent, Agent and the Lenders, the Lender Agents or any Secured Party Parties under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (ef) The provisions of this Section 12.09 12.11 shall survive the termination of this Agreement. (g) Wilmington Trust, National Association agrees to accept and act upon instructions or directions pursuant to this Agreement or any document executed in connection herewith sent by unsecured email, facsimile transmission or other similar unsecured electronic methods; provided, however, that any person providing such instructions or directions shall provide to Wilmington Trust, National Association an incumbency certificate listing persons designated to provide such instructions or directions, which incumbency certificate shall be amended whenever a person is added or deleted from the listing. If such person elects to give Wilmington Trust, National Association email or facsimile instructions (or instructions by a similar electronic method) and Wilmington Trust, National Association in its discretion elects to act upon such instructions, Wilmington Trust, National Association’s reasonable understanding of such instructions shall be deemed controlling. Wilmington Trust, National Association shall not be liable for any losses, costs or expenses arising directly or indirectly from Wilmington Trust, National Association’s reliance upon and compliance with such instructions notwithstanding such instructions conflicting with or being inconsistent with a subsequent written instruction. Any person providing such instructions or directions agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to Wilmington Trust, National Association, including without limitation the risk of Wilmington Trust, National Association acting on unauthorized instructions, and the risk of interception and misuse by third parties and acknowledges and agrees that there may be more secure methods of transmitting such instructions than the method(s) selected by it and agrees that the security procedures (if any) to be followed in connection with its transmission of such instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party Party, or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party or of any such administrator, as suchParty, 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 each party hereto the Administrative Agent, the Purchaser Agents, or any Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, the Purchaser Agents, or any way such corporate obligations of such party)Secured Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the LendersAdministrative Agent, the Administrative Agent or the Lender Agents or of any such administrator, as suchPurchaser Agents, or any of them, Secured Party under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party or of any such administratorParty, or any of them, for breaches by the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, no Purchaser shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Purchaser, as applicable, after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of any Purchaser hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by such Purchaser, as applicable, exceeds the amount available to such Purchaser, as applicable, to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (c) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor Originator or the Servicer or any other Person against the Administrative AgentTrustee, the Lender Agents, Administrative Agent and the Lenders, or any Secured Party Parties or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower, the Transferor Originator and the Servicer each hereby waives, releases, and agrees not to xxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (cd) No obligation or liability to any Obligor under any of the Loan Assets Loans is intended to be assumed by the Trustee, the Backup Servicer, the Administrative Agent, the Lenders, Purchaser Agents and the Lender Agents or any Secured Party Parties under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 12.09 13.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or of any such administrator, as such, 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 each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 11.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the Lenders, the Administrative Agent or the Lender Agents or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor Seller or the Servicer or any other Person against the Administrative Agent, the Lender AgentsLenders, the Lenders, Lender Agents or any Secured Party or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower, the Transferor Seller and the Servicer each hereby waives, releases, and agrees not to xxx upon sux xpon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Loan Assets is intended to be assumed by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 12.09 11.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party Party, or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party or of any such administrator, as suchParty, 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 each party hereto the Administrative Agent, the Purchaser Agents, or any Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, the Purchaser Agents, or any way such corporate obligations of such party)Secured Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the LendersAdministrative Agent, the Administrative Agent or the Lender Agents or of any such administrator, as suchPurchaser Agents, or any of them, Secured Party under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party or of any such administratorParty, or any of them, for breaches by the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, no Conduit Purchaser shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Purchaser after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Purchaser hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Purchaser exceeds the amount available to such Conduit Purchaser to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (c) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor Originator or the Servicer or any other Person against the Administrative AgentTrustee, the Lender Agents, Administrative Agent and the Lenders, or any Secured Party Parties or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower, the Transferor Originator and the Servicer each hereby waives, releases, and agrees not to xxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (cd) No obligation or liability to any Obligor under any of the Loan Assets Loans is intended to be assumed by the Trustee, the Backup Servicer, the Administrative Agent, the Lenders, Purchaser Agents and the Lender Agents or any Secured Party Parties under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 12.09 13.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager or any Secured Party the Equityholder as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, officer, partner, member, manager, employee or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager or any Secured Party or of any such administrator, as such, the Equityholder 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 each party hereto the Administrative Agent, any Secured Party, the Borrower, the Collateral Manager or the Equityholder contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate or limited liability company obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, the Borrower, the Collateral Manager or the Equityholder, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager or any Secured Party the Equityholder or any incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the LendersAdministrative Agent, any Secured Party, the Administrative Agent Borrower, the Collateral Manager or the Lender Agents or of any such administrator, as such, or any of them, Equityholder under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager or any Secured Party the Equityholder contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager or any Secured Party the Equityholder and each incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager or any Secured Party or of any such administratorthe Equityholder, or any of them, for breaches by the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager or any Secured Party the Equityholder of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee, partner, member, manager or director of the Borrower, the Collateral Manager or the Equityholder to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor or Equityholder, the Servicer Collateral Manager or any other Person against the Administrative Agent, the Lender Agents, Collateral Agent and the Lenders, or any other Secured Party Parties or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each of the Borrower, the Transferor Equityholder and the Servicer each Collateral Manager hereby waives, releases, and agrees not to xxx sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Equityholder or any other Person against the Collateral Manager or its Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (d) Notwithstanding any contrary provision set forth herein, no claim may be made by the Collateral Manager against the Borrower or its Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Collateral Manager hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (e) No obligation or liability to any Obligor under any of the Loan Assets Loans is intended to be assumed by the Administrative Agent, Agent and the Lenders, the Lender Agents or any Secured Party Parties under or as a result of this Agreement and the transactions contemplated hereby. (df) Notwithstanding anything any other provision of this Agreement, none of the parties to this Agreement may, prior to the date which is one year (or if longer the applicable preference period then in effect) plus one day after the Termination Date, institute against, or join any other Person in instituting against, the Borrower, any bankruptcy, winding up, reorganization, arrangement, insolvency, moratorium or liquidation proceedings, or other proceedings under U.S. federal or state bankruptcy or similar laws of any jurisdiction. Nothing in this Agreement Section 12.11(f) shall preclude, or be deemed to estop, the contraryCollateral Agent, no Conduit Lender shall have the Custodian or any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5party to this Agreement (i) from taking any action prior to the expiration of the Bankruptcy Code if and aforementioned period in (y) any case or proceeding voluntarily filed or commenced by the Borrower or (z) any involuntary insolvency proceeding filed or commenced by a Person other than one of the parties to this Agreement, or (ii) from commencing against the Borrower or any of its property any legal action that is not a bankruptcy, winding up, reorganization, arrangement, insolvency, moratorium, liquidation or similar proceeding. It is understood that the foregoing provisions of this paragraph (f) shall not (i) prevent recourse to the Collateral in the manner provided herein for the sums due or to become due under any obligation, instrument or agreement that is part of the Collateral or (ii) constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Loans (to the extent that they evidence debt) or secured by this Agreement until such Collateral has been realized and proceeds distributed in accordance with the provisions of Section 2.7 and Section 2.8, whereupon any such payment outstanding indebtedness or obligation owed of the Borrower shall be extinguished. It is further understood that the foregoing provisions of this paragraph (f) shall not limit the right of any Person to it by name the Borrower as a Conduit Lender exceeds party defendant in any proceeding or in the amount available to such Conduit Lender to pay such amount after paying exercise of any other remedy under this Agreement, so long as no judgment in the nature of a deficiency judgment or making provision seeking personal liability shall be asked for or (if obtained) enforced against the payment of its Commercial Paper NotesBorrower. (eg) Each of U.S. Bank (in each of its capacities) and USBNA (in each of its capacities) agrees to accept and act upon instructions or directions pursuant to this Agreement or any document executed in connection herewith sent by unsecured email, facsimile transmission or other similar unsecured electronic methods, provided, however, that any person providing such instructions or directions shall provide to U.S. Bank or USBNA, as applicable, an incumbency certificate listing persons designated to provide such instructions or directions, which incumbency certificate shall be amended whenever a person is added or deleted from the listing. If such person elects to give U.S. Bank or USBNA, as applicable, email or facsimile instructions (or instructions by a similar electronic method) and U.S. Bank or USBNA, as applicable, in its discretion elects to act upon such instructions, U.S. Bank’s reasonable understanding of such instructions shall be deemed controlling. U.S. Bank or USBNA shall not be liable for any losses, costs or expenses arising directly or indirectly from U.S. Bank’stheir reliance upon and compliance with such instructions notwithstanding such instructions conflicting with or being inconsistent with a subsequent written instruction. Any person providing such instructions or directions agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to U.S. Bank or USBNA, as applicable, including without limitation the risk of U.S. Bank or USBNA, as applicable, acting on unauthorized instructions, and the risk of interception and misuse by third parties and acknowledges and agrees that there may be more secure methods of transmitting such instructions than the method(s) selected by it and agrees that the security procedures (if any) to be followed in connection with its transmission of such instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances. (h) The provisions of this Section 12.09 12.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party Party, or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party Party, or of any such administrator, as such, 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 each party hereto the Administrative Agent, the Purchaser Agents, or any Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, the Purchaser Agents, or any way such corporate obligations of such party)Secured Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the LendersAdministrative Agent, the Administrative Agent Purchaser Agents, or the Lender Agents any Secured Party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 13.11 shall survive the termination of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, no Purchaser shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Purchaser, as applicable, after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of any Purchaser hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by such Purchaser, as applicable, exceeds the amount available to such Purchaser, as applicable, to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (c) Notwithstanding any contrary provision set forth herein, no claim may be made by the BorrowerSeller, the Transferor Originator or the Servicer or any other Person against the Administrative Agent, Agent and the Lender Agents, the Lenders, or any Secured Party Parties or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the BorrowerSeller, the Transferor Originator and the Servicer each hereby waives, releases, and agrees not to xxx sxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (cd) No obligation or liability to any Obligor under any of the Loan Assets Loans is intended to be assumed by the Administrative Agent, Agent and the Lenders, the Lender Agents or any Secured Party Parties under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 12.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents Seller, the Servicer, the Originator or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents Seller, the Servicer, the Originator or any Secured Party Party, or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents Seller, the Servicer, the Originator or any Secured Party Party, or of any such administrator, as such, 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 each party hereto the Administrative Agent, the Purchaser Agents, the Seller, the Servicer, the Originator or any Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, the Purchaser Agents, the Seller, the Servicer, the Originator or any way such corporate obligations of such party)Secured Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents Seller, the Servicer, the Originator or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the LendersAdministrative Agent, the Administrative Agent Purchaser Agents, the Seller, the Servicer, the Originator or the Lender Agents any Secured Party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents Seller, the Servicer, the Originator or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents Seller, the Servicer, the Originator or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents Seller, the Servicer, the Originator or any Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the LendersPurchaser Agents, the Lender Agents Seller, the Servicer, the Originator or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 13.11 shall survive the termination of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, no Purchaser or Additional Purchaser shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Purchaser or such Additional Purchaser, as applicable, after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Purchaser and each Additional Purchaser, as applicable, hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Purchaser or an Additional Purchaser, as applicable, exceeds the amount available to such Purchaser or such Additional Purchaser, as applicable, to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (c) Notwithstanding any contrary provision set forth herein, no claim may be made by the BorrowerSeller, the Transferor Originator or the Servicer or any other Person against the Administrative Agent, Agent and the Lender Agents, the Lenders, or any Secured Party Parties or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the BorrowerSeller, the Transferor Originator and the Servicer each hereby waives, releases, and agrees not to xxx sxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (cd) No obligation or liability to any Obligor under any of the Loan Assets is intended to be assumed by the Administrative Agent, Agent and the Lenders, the Lender Agents or any Secured Party Parties under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 12.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, including the payment of any fees or any other obligations) of the Facility Servicer, the Portfolio Asset Servicer, the Collateral Custodian, the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Facility Servicer, the Portfolio Asset Servicer, the Collateral Custodian, the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party pursuant hereto or in connection herewith shall be had against any administrator of the Facility Servicer, the Portfolio Asset Servicer, the Collateral Custodian, the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of the Facility Servicer, the Portfolio Asset Servicer, the Collateral Custodian, the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party or of any such administrator, as such, 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 each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Facility Servicer, the Portfolio Asset Servicer, the Collateral Custodian, the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 11.08 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the Lenders, the Facility Servicer, the Portfolio Asset Servicer, the Collateral Custodian or the Administrative Agent or the Lender Agents or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Facility Servicer, the Portfolio Asset Servicer, the Collateral Custodian, the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or are implied therefrom, and that any and all personal liability of every such administrator of the Facility Servicer, the Portfolio Asset Servicer, the Collateral Custodian, the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Facility Servicer, the Portfolio Asset Servicer, the Collateral Custodian, the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party or of any such administrator, or any of them, for breaches by the Facility Servicer, the Portfolio Asset Servicer, the Collateral Custodian, the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor or the Servicer or any other Person a party hereto against the Administrative Agent, the Lender Agents, the Lenders, another party hereto or any Secured Party or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower, the Transferor and the Servicer each party hereto hereby waives, releases, and agrees not to xxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected; provided that nothing contained in this sentence shall limit such Person’s indemnification obligations hereunder to the extent such damages are included in a third party claim in connection with which an indemnified party is entitled to indemnification hereunder. (c) No obligation or liability to any Obligor under any of the Loan Assets is intended to be assumed by the Facility Servicer, the Portfolio Asset Servicer, the Collateral Custodian, the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 12.09 shall 11.08 survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party or of any such administrator, as such, 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 each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 11.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the Lenders, Lenders or the Administrative Agent or the Lender Agents or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor Transferor, the Parent or the Servicer or any other Person against the Administrative Agent, the Lender Agents, the Lenders, Lenders or any Secured Party or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower, the Transferor Transferor, the Parent and the Servicer each hereby waives, releases, and agrees not to xxx sxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Loan Assets is intended to be assumed by the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 12.09 11.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party Party, or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party Party, or of any such administrator, as such, 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 each party hereto the Administrative Agent, the Purchaser Agents, or any Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, the Purchaser Agents, or any way such corporate obligations of such party)Secured Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the LendersAdministrative Agent, the Administrative Agent Purchaser Agents, or the Lender Agents any Secured Party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 13.11 shall survive the termination of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, no Conduit Purchaser shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Purchaser after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of a Conduit Purchaser hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by such Conduit Purchasers, exceeds the amount available to such Conduit Purchasers, to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (c) Notwithstanding any contrary provision set forth herein, no claim may be made by the BorrowerSeller, the Transferor Originator or the Servicer or any other Person against the Administrative Agent, the Lender AgentsSecured Parties, the Lenders, Trustee or any Secured Party the Backup Servicer or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the BorrowerSeller, the Transferor Originator and the Servicer each hereby waives, releases, and agrees not to xxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (cd) No obligation or liability to any Obligor under any of the Loan Assets Loans is intended to be assumed by the Administrative Agent, Agent and the Lenders, the Lender Agents or any Secured Party Parties under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 12.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant covenant, or agreement (including, without limitation, the payment of any fees European Receivables Warehouse Company Secured Creditor (acting in any capacity whatsoever), any European Master Purchaser Secured Creditor (acting in any capacity whatsoever, including as a Xxxxxxxx European Noteholder), any US Master Purchaser Secured Party (acting in any capacity whatsoever, including as a Xxxxxxxx US Noteholder) or any other obligationsMTN Issuer Secured Creditor (acting in any capacity whatsoever, including as an MTN Noteholder) of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party pursuant hereto or in connection herewith Transaction Document shall be had against any administrator shareholder, officer or director of the Administrative Agentany European Receivables Warehouse Company Secured Creditor, the Lendersany European Master Purchaser Secured Creditor, the Lender Agents or any US Master Purchaser Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any MTN Issuer Secured Party or of any such administrator, Creditor as such, 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 each Transaction Document is a corporate obligation of each party hereto contained in this Agreement and all of the other agreementsEuropean Receivables Warehouse Company Secured Creditor, instruments and documents entered into by the Administrative AgentEuropean Master Purchaser Secured Creditor, the Lenders, the Lender Agents or any US Master Purchaser Secured Party pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (MTN Issuer Secured Creditor and nothing in this Section 12.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by the shareholders, officers, agents, employees or directors of any administrator of the Administrative AgentEuropean Receivables Warehouse Company Secured Creditor, the LendersEuropean Master Purchaser Secured Creditor, the Lender Agents or any US Master Purchaser Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the Lenders, the Administrative Agent or the Lender Agents or of any such administrator, MTN Issuer Secured Creditor as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agentany European Receivables Warehouse Company Secured Creditor, the LendersEuropean Master Purchaser Secured Creditor, the Lender Agents US Master Purchaser Secured Party or any MTN Issuer Secured Party Creditor contained in this Agreement or in any other such instruments, documents or agreementsTransaction Document, or are implied therefromtherefore, and that any and all personal liability of every such administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such party of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, of every such shareholder, officer, agent, employee or otherwise, director is hereby expressly waived by the other parties as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor or the Servicer or any other Person against the Administrative Agent, the Lender Agents, the Lenders, or any Secured Party or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower, the Transferor and the Servicer each hereby waives, releases, and agrees not to xxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Loan Assets is intended to be assumed by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper NotesDeed. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 12.09 shall survive the termination of this Agreement.Conditions Precedent

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or of any such administrator, as such, 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 each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the Lenders, the Administrative Agent or the Lender Agents or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor or the Servicer or any other Person against the Administrative Agent, the Lender Agents, the Lenders, or any Secured Party or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower, the 151 DMSLIBRARY01\30388519.v8 Transferor and the Servicer each hereby waives, releases, and agrees not to xxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Loan Assets is intended to be assumed by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 12.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the LendersCollateral Agent, the Lender Agents or Document Custodian, any Secured Party Party, the Borrower, the Collateral Manager or the Equityholder as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, officer, employee partner, employee, member, manager or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager or any Secured Party or of any such administrator, as such, the Equityholder 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 each party hereto the Administrative Agent, any Secured Party, the Borrower, the Collateral Manager or the Equityholder contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, the Borrower, the Collateral Manager or the Equityholder, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager or any Secured Party the Equityholder or any incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the LendersAdministrative Agent, any Secured Party, the Administrative Agent Borrower, the Collateral Manager or the Lender Agents or of any such administrator, as such, or any of them, Equityholder under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager or any Secured Party the Equityholder contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager or any Secured Party the Equityholder and each incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager or any Secured Party or of any such administratorthe Equityholder, or any of them, for breaches by the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager or any Secured Party the Equityholder of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding ; provided that, the foregoing non-recourse provisions shall in no way affect any contrary provision set forth hereinrights the Secured Parties might have against any incorporator, no claim may be made by affiliate, stockholder, officer, employee, member, manager or director of the Borrower, the Transferor Collateral Manager or the Servicer Equityholder to the extent of any fraud, misappropriation, embezzlement or any other Person against the Administrative Agent, the Lender Agents, the Lenders, or any Secured Party or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated financial crime constituting a felony by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower, the Transferor and the Servicer each hereby waives, releases, and agrees not to xxx upon any claim for any such damages, whether or not accrued and whether or not known or suspectedPerson. (c) No obligation or liability to any Obligor under any of the Loan Assets is intended to be assumed by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 12.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, any Secured Party, or the LendersBorrower, the Lender Agents Loan Manager, any Seller or any Secured Party the OFS Parent as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, officer, partner, member, manager, employee or director of the Administrative Agent, any Secured Party, or the LendersBorrower, the Lender Agents Loan Manager, any Seller or any Secured Party or of any such administrator, as such, the OFS Parent 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 each party hereto the Administrative Agent, any Secured Party, or the Borrower, the Loan Manager, any Seller or the OFS Parent contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate or limited liability company obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, or the Borrower, the Loan Manager, any Seller or the OFS Parent, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, any Secured Party, any the LendersBorrower, the Lender Agents Loan Manager, any Seller or any Secured Party the OFS Parent or any incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the LendersAdministrative Agent, any Secured Party, or the Borrower, the Administrative Agent Loan Manager, any Seller or the Lender Agents or of any such administrator, as such, or any of them, OFS Parent under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, any Secured Party, or the LendersBorrower, the Lender Agents Loan Manager, any Seller or any Secured Party the OFS Parent contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, any Secured Party, or the LendersBorrower, the Lender Agents Loan Manager, any Seller or any Secured Party the OFS Parent and each incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or of the Borrower, the Loan Manager, any such administratorSeller or the OFS Parent, or any of them, for breaches by the Administrative Agent, any Secured Party, or the LendersBorrower, the Lender Agents Loan Manager, any Seller or any Secured Party the OFS Parent of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee, partner, member, manager or director of any the Borrower, the Loan Manager, any Seller or the OFS Parent to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor or the Servicer Loan Manager or any other Person against the Administrative Agent, Agent and the Lender Agents, the Lenders, or any Secured Party Parties or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each of the Borrower, the Transferor Borrower and the Servicer each Loan Manager hereby waives, releases, and agrees not to xxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower against the Loan Manager or its Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower hereby waives, releases, and agrees not to xxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (d) Notwithstanding any contrary provision set forth herein, no claim may be made by the Loan Manager against the Borrower or its Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Loan Manager hereby waives, releases, and agrees not to xxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (e) No obligation or liability to any Obligor under any of the Loan Assets Loans is intended to be assumed by the Administrative Agent, Agent and the Lenders, the Lender Agents or any Secured Party Parties under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (ef) The provisions of this Section 12.09 13.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the LendersLender Agents, any Secured Party, the Lender Agents Borrower, the Collateral Custodian or any Secured Party the Servicer as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, officer, partner, employee or director of the Administrative Agent, the LendersLender Agents, any Secured Party, the Lender Agents Borrower, the Collateral Custodian or any Secured Party or of any such administrator, as such, the Servicer by the enforcement of any assessment or by any legal or equitable proceeding, by virtue USActive 57833767.7 of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto the Administrative Agent, the Lender Agents, any Secured Party, the Borrower, the Collateral Custodian or the Servicer contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, the Lender Agents, any way such corporate obligations of such party)Secured Party, the Borrower, the Collateral Custodian or the Servicer, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the LendersLender Agents, any Secured Party, the Lender Agents or any Secured Party Borrower, the Collateral Custodian, the Servicer or any incorporator, stockholder, affiliate, officer, partner, employee or director of the LendersAdministrative Agent, the Administrative Agent Lender Agents, any Secured Party, the Borrower, the Collateral Custodian or the Lender Agents or of any such administrator, as such, or any of them, Servicer under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the LendersLender Agents, any Secured Party, the Lender Agents Borrower, the Collateral Custodian or any Secured Party the Servicer contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the LendersLender Agents, any Secured Party, the Lender Agents Borrower, the Collateral Custodian or any Secured Party the Servicer and each incorporator, stockholder, affiliate, officer, partner, employee or director of the Administrative Agent, the LendersLender Agents, any Secured Party, the Lender Agents Borrower, the Collateral Custodian or any Secured Party or of any such administratorthe Servicer, or any of them, for breaches by the Administrative Agent, the LendersLender Agents, any Secured Party, the Lender Agents Borrower, the Collateral Custodian or any Secured Party the Servicer of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that, the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee or director of the Borrower, the Collateral Custodian or the Servicer to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person. (b) Notwithstanding any contrary provision set forth hereinanything in this Agreement to the contrary, no claim may all amounts, payable or expressed to be made payable by the BorrowerBorrower on, under or in respect of its obligations and liabilities under this Agreement shall be recoverable only from and to the extent of sums in respect of, or calculated by reference to, the Transferor Collateral that are received by the Borrower pursuant to the terms and conditions thereof and the proceeds of any realization of enforcement of any Collateral, subject in any case to Section 2.7, Section 2.8 or Section 2.9. Upon final realization of such sums and proceeds, none of the Servicer or parties hereto (other than the Borrower), nor any other Person person acting on their behalf, shall be entitled to take any further steps against the Administrative Agent, the Lender Agents, the Lenders, or Borrower to recover any Secured Party or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages sums due but still unpaid and all claims in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower, the Transferor and the Servicer each hereby waives, releases, and agrees not to xxx upon any claim for any such damages, whether or not accrued and whether or not known or suspectedsums due but still unpaid shall be extinguished. (c) No obligation or liability to any Obligor under any of the Loan Assets is intended to be assumed by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 12.09 shall survive the termination of this Agreement.USActive 57833767.7

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Servicer, the Collateral Custodian, the Account Bank, the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Servicer, the Collateral Custodian, the Account Bank, the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party pursuant hereto or in connection herewith shall be had against any administrator of the Servicer, the Collateral Custodian, the Account Bank, the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of the Servicer, the Collateral Custodian, the Account Bank, the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party or of any such administrator, as such, 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 each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Servicer, the Collateral Custodian, the Account Bank, the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 11.08 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the Lenders, the Servicer, the Collateral Custodian, the Account Bank, or the Administrative Agent or the Lender Agents or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Servicer, the Collateral Custodian, the Account Bank, the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or are implied therefrom, and that any and all personal liability of every such administrator of the Servicer, the Collateral Custodian, the Account Bank, the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Servicer, the Collateral Custodian, the Account Bank, the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party or of any such administrator, or any of them, for breaches by the Servicer, the Collateral Custodian, the Account Bank, the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor or the Servicer Borrower or any other Person against the Servicer, the Collateral Custodian, the Account Bank, the Administrative Agent, the Lender Agents, the Lenders, or any Secured Party or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower, the Transferor and the Servicer each Borrower hereby waives, releases, and agrees not to xxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Loan Assets is intended to be assumed by the Servicer, the Collateral Custodian, the Account Bank, the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 12.09 11.08 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, officer, partner, member, manager, employee or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party or of any such administrator, as such, the Equityholder 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 each party hereto the Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Equityholder contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate or limited liability company obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, the Borrower, the Collateral Manager, the Seller or the Equityholder, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder or any incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the LendersAdministrative Agent, any Secured Party, the Administrative Agent Borrower, the Collateral Manager, the Seller or the Lender Agents or of any such administrator, as such, or any of them, Equityholder under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder and each incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party or of any such administratorthe Equityholder, or any of them, for breaches by the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that the foregoing non‑recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee, partner, member, manager or director of the Borrower, the Collateral Manager, the Seller or the Equityholder to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor or Seller, the Servicer Collateral Manager or any other Person against the Administrative Agent, the Lender Agents, Collateral Agent and the Lenders, or any Secured Party Parties or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each of the Borrower, the Transferor Seller and the Servicer each Collateral Manager hereby waives, releases, and agrees not to xxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Seller or any other Person against the Collateral Manager or its Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower hereby waives, releases, and agrees not to xxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (d) Notwithstanding any contrary provision set forth herein, no claim may be made by the Collateral Manager against the Borrower or its Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Collateral Manager hereby waives, releases, and agrees not to xxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (e) No obligation or liability to any Obligor under any of the Loan Assets Loans is intended to be assumed by the Administrative Agent, Agent and the Lenders, the Lender Agents or any Secured Party Parties under or as a result of this Agreement and the transactions contemplated hereby. (df) Notwithstanding anything any other provision of this Agreement, none of the parties to this Agreement may, prior to the date which is one year (or if longer the applicable preference period then in effect) plus one day after the Termination Date, institute against, or join any other Person in instituting against, the Borrower, any bankruptcy, winding up, reorganization, arrangement, insolvency, moratorium or liquidation proceedings, or other proceedings under U.S. federal or state bankruptcy or similar laws of any jurisdiction. Nothing in this Agreement Section 12.11(f) shall preclude, or be deemed to estop, the contrary, no Conduit Lender shall have Collateral Agent or any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5party to this Agreement (i) from taking any action prior to the expiration of the Bankruptcy Code if and aforementioned period in (y) any case or proceeding voluntarily filed or commenced by the Borrower or (z) any involuntary insolvency proceeding filed or commenced by a Person other than one of the parties to this Agreement, or (ii) from commencing against the Borrower or any of its property any legal action that is not a bankruptcy, winding up, reorganization, arrangement, insolvency, moratorium, -141- liquidation or similar proceeding. It is understood that the foregoing provisions of this paragraph (f) shall not (i) prevent recourse to the Collateral in the manner provided herein for the sums due or to become due under any obligation, instrument or agreement that is part of the Collateral or (ii) constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Loans (to the extent that they evidence debt) or secured by this Agreement until such Collateral has been realized and proceeds distributed in accordance with the provisions of Section 2.7 and Section 2.8, whereupon any such payment outstanding indebtedness or obligation owed of the Borrower shall be extinguished. It is further understood that the foregoing provisions of this paragraph (f) shall not limit the right of any Person to it by name the Borrower as a Conduit Lender exceeds party defendant in any proceeding or in the amount available to such Conduit Lender to pay such amount after paying exercise of any other remedy under this Agreement, so long as no judgment in the nature of a deficiency judgment or making provision seeking personal liability shall be asked for or (if obtained) enforced against the payment of its Commercial Paper NotesBorrower. (eg) The provisions of this Section 12.09 12.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or of any such administrator, as such, 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 each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the Lenders, the Administrative Agent or the 155 Lender Agents or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor or the Servicer or any other Person against the Administrative Agent, the Lender Agents, the Lenders, or any Secured Party or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower, the Transferor and the Servicer each hereby waives, releases, and agrees not to xxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Loan Assets is intended to be assumed by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 12.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower or any Secured Party the Collateral Manager as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, officer, partner, employee or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower or any Secured Party or of any such administrator, as such, the Collateral Manager 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 each party hereto the Administrative Agent, any Secured Party, the Borrower or the Collateral Manager contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, the Borrower or the Collateral Manager, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Party Borrower, the Collateral Manager or any incorporator, stockholder, affiliate, officer, partner, employee or director of the LendersAdministrative Agent, any Secured Party, the Administrative Agent Borrower or the Lender Agents or of any such administrator, as such, or any of them, Collateral Manager under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower or any Secured Party the Collateral Manager contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower or any Secured Party the Collateral Manager and each incorporator, stockholder, affiliate, officer, partner, employee or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower or any Secured Party or of any such administratorthe Collateral Manager, or any of them, for breaches by the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower or any Secured Party the Collateral Manager of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that, the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee or director of the Borrower or the Collateral Manager to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor Borrower or the Servicer Collateral Manager or any other Person against the Administrative Agent, Agent and the Lender Agents, the Lenders, or any Secured Party Parties or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each of the Borrower, the Transferor Borrower and the Servicer each Collateral Manager hereby waives, releases, and agrees not to xxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Loan Assets Loans is intended to be assumed by the Administrative Agent, Agent and the Lenders, the Lender Agents or any Secured Party Parties under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 12.09 12.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, including the payment of any fees or any other obligations) of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured FS/KKR Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, member, officer, employee partner, employee, administrator, partner, organizer or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured FS/KKR Party or of any such administrator, as such, 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 each party hereto the Administrative Agent, any Secured Party, or any FS/KKR Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, or any FS/KKR Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party, any FS/KKR Party or any incorporator, stockholder, affiliate, officer, partner, employee or director of the LendersAdministrative Agent, the Administrative Agent or the Lender Agents or of any such administrator, as suchSecured Party, or any of them, FS/KKR Party under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured FS/KKR Party contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured FS/KKR Party and each incorporator, stockholder, affiliate, officer, partner, employee administrator, partner, organizer or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or of any such administratorFS/KKR Party, or any of them, for breaches by the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured FS/KKR Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee or director of any FS/KKR Party to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor or the Servicer any FS/KKR Party or any other Person against the Administrative Agent, Agent and the Lender Agents, the Lenders, or any Secured Party Parties or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower, the Transferor and the Servicer each FS/KKR Party hereby waives, releases, and agrees not to xxx sxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Loan Assets Loans is intended to be assumed by the Administrative Agent, Agent and the Lenders, the Lender Agents or any Secured Party Parties under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 12.09 12.11 shall survive the termination of this Agreement.. [FS Investment] Loan and Security Agreement

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, member, officer, employee partner, employee, administrator, partner, organizer or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party or of any such administrator, as such, 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 each party hereto the Administrative Agent, any Secured Party, or any Loan Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, or any Loan Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party, any [Investcorp] Loan and Security Agreement Loan Party or any incorporator, stockholder, affiliate, officer, partner, employee or director of the LendersAdministrative Agent, the Administrative Agent or the Lender Agents or of any such administrator, as suchSecured Party, or any of them, Loan Party under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party and each incorporator, stockholder, affiliate, officer, partner, employee administrator, partner, organizer or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or of any such administratorLoan Party, or any of them, for breaches by the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee or director of any Loan Party to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor or the Servicer any Loan Party or any other Person against the Administrative Agent, Agent and the Lender Agents, the Lenders, or any Secured Party Parties or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower, the Transferor and the Servicer each Loan Party hereby waives, releases, and agrees not to xxx sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Loan Assets Loans is intended to be assumed by the Administrative Agent, Agent and the Lenders, the Lender Agents or any Secured Party Parties under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 12.09 12.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or of any such administrator, as such, 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 each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the Lenders, the Administrative Agent or the Lender Agents or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.. 172 DMSLIBRARY01\32370595.v1 (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor or the Servicer or any other Person against the Administrative Agent, the Lender Agents, the Lenders, or any Secured Party or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower, the Transferor and the Servicer each hereby waives, releases, and agrees not to xxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Loan Assets is intended to be assumed by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 12.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, including without limitation, limitation the payment of any fees or any other obligations) of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party or of any such administrator, as such, 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 each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 11,09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the Lenders, Lender or the Administrative Agent or the Lender Agents or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor or the Servicer or any other Person against the Administrative Agent, the Lender Agents, the Lenders, Agent or any Secured Party or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower, the Transferor and the Servicer each hereby waives, releases, and agrees not to xxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Loan Assets is intended to be assumed by the Administrative Agent, the Lenders, the Lender Agents Agent or any Secured Party under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 12.09 11,09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant covenant, duty or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Deal Agent, the LendersPurchaser, any Secured Party, any Affected Party, the Lender Agents Seller or any Secured Party the Guarantor as contained in this Agreement Agreement, the Repurchase Documents or any other agreement, instrument or document entered into by the Administrative AgentPurchaser, any Secured Party, any Affected Party, the LendersSeller, the Lender Agents Guarantor or any Secured Party such party pursuant hereto or thereto or in connection herewith or therewith shall be had against any administrator of the Administrative Deal Agent, the LendersPurchaser, any Secured Party, any Affected Party, the Lender Agents Seller or any Secured Party the Guarantor or any incorporator, affiliateAffiliate (direct or indirect), owner, member, partner, stockholder, officer, employee director, employee, agent or director attorney of the Administrative Deal Agent, the LendersPurchaser, any Secured Party, any Affected Party, the Lender Agents Seller or any Secured Party the Guarantor or of any such administrator, as such, 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 each party hereto of the Deal Agent, the Purchaser, the Secured Parties, the Affected Parties, the Seller and the Guarantor contained in this Agreement Agreement, the Repurchase Documents and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or thereto or in connection herewith or therewith are, in each case, solely the corporate obligations of such party (the Deal Agent, the Purchaser, the Secured Parties, the Affected Parties, the Seller and nothing in this Section 12.09 shall be construed to diminish in any way such corporate obligations of such party)the Guarantor, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Deal Agent, the LendersPurchaser, the Lender Agents Secured Parties, the Affected Parties, the Seller or any Secured Party the Guarantor or any incorporator, owner, member, partner, stockholder, affiliateAffiliate (direct or indirect), officer, employee director, employee, agent or director attorney of the LendersDeal Agent, the Administrative Agent Purchaser, the Secured Parties, the Affected Parties, the Seller or the Lender Agents Guarantor, or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, duties, covenants or agreements of the Administrative Deal Agent, the LendersPurchaser, the Lender Agents Secured Parties, the Affected Parties, the Seller or any Secured Party the Guarantor contained in this Agreement Agreement, the Repurchase Documents or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Deal Agent, the LendersPurchaser, any Secured Party, any Affected Party, the Lender Agents Seller or any Secured Party the Guarantor and each incorporator, owner, member, partner, stockholder, affiliateAffiliate (direct or indirect), officer, employee director, employee, agent or director attorney of the Administrative Deal Agent, the LendersPurchaser, the Lender Agents Secured Parties, the Affected Parties, the Seller or any Secured Party the Guarantor, or of any such administrator, or any of them, for breaches by the Administrative Deal Agent, the LendersPurchaser, the Lender Agents Secured Parties, the Affected Parties, the Seller or any Secured Party the Guarantor of any such obligations, duties, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 13.11 shall survive the termination of this Agreement. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor or the Servicer or any other Person against the Administrative Agent, the Lender Agents, the Lenders, or any Secured Party or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower, the Transferor and the Servicer each hereby waives, releases, and agrees not to xxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Loan Assets is intended to be assumed by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender neither VFCC nor any other Purchaser that is a commercial paper conduit shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender VFCC or any other Purchaser that is a commercial paper conduit after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender VFCC and the other Purchasers that are commercial paper conduits hereunder are contingent on the availability of funds to such Purchaser in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will shall not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by VFCC or any other Purchaser that is a Conduit Lender commercial paper conduit, as applicable, exceeds the amount available to such Conduit Lender VFCC or any other Purchaser that is a commercial paper conduit, as applicable, to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 12.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party Party, or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party Party, or of any such administrator, as such, 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 each party hereto the Administrative Agent, the Purchaser Agents, or any Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, the Purchaser Agents, or any way such corporate obligations of such party)Secured Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the LendersAdministrative Agent, the Administrative Agent Purchaser Agents, or the Lender Agents any Secured Party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 13.11 shall survive the termination of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, neither VFCC nor any additional Purchaser shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to VFCC or such additional Purchaser, as applicable, after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of VFCC and each additional Purchaser, as applicable, hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by VFCC or an additional Purchaser, as applicable, exceeds the amount available to VFCC or such additional Purchaser, as applicable, to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (c) Notwithstanding any contrary provision set forth herein, no claim may be made by the BorrowerSeller, the Transferor Originator or the Servicer or any other Person against the Administrative Agent, the Lender AgentsSecured Parties, the Lenders, Trustee or any Secured Party the Backup Servicer or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the BorrowerSeller, the Transferor Originator and the Servicer each hereby waives, releases, and agrees not to xxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (cd) No obligation or liability to any Obligor under any of the Loan Assets Loans is intended to be assumed by the Administrative Agent, Agent and the Lenders, the Lender Agents or any Secured Party Parties under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 12.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, including the payment of any fees or any other obligations) of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, shareholder, member, officer, employee partner, employee, administrator, partner, organizer or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party or of any such administrator, as such, by the enforcement of any assessment or by any legal or [Willow Tree BDC] Amended and Restated Loan, Security and Collateral Management Agreement #506694681 equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each party hereto the Administrative Agent, any Secured Party, or any Loan Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, or any Loan Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party, any Loan Party or any incorporator, stockholder, shareholder, affiliate, officer, partner, employee or director of the LendersAdministrative Agent, the Administrative Agent or the Lender Agents or of any such administrator, as suchSecured Party, or any of them, Loan Party under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party and each incorporator, stockholder, shareholder, affiliate, officer, partner, employee administrator, partner, organizer or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or of any such administratorLoan Party, or any of them, for breaches by the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee or director of any Loan Party to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor or the Servicer any Loan Party or any other Person against the Administrative Agent, Agent and the Lender Agents, the Lenders, or any Secured Party Parties or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower, the Transferor and the Servicer each Loan Party hereby waives, releases, and agrees not to xxx sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) Notwithstanding any contrary provision set forth herein, no claim may be made by the Administrative Agent, any Lender, any other Secured Party or any other Person against any Loan Party or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential, exemplary or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Administrative Agent, each Lender and each other Secured Party hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (d) No obligation or liability to any Obligor under any of the Loan Assets Loans is intended to be assumed by the Administrative Agent, Agent and the Lenders, the Lender Agents or any Secured Party Parties under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this . [Willow Tree BDC] Amended and Restated Loan, Security and Collateral Management Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes.#506694681 (e) The provisions of this Section 12.09 12.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents Seller, the Servicer, the Originator or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents Seller, the Servicer, the Originator or any Secured Party Party, or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents Seller, the Servicer, the Originator or any Secured Party Party, or of any such administrator, as such, 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 each party hereto the Administrative Agent, the Purchaser Agents, the Seller, the Servicer, the Originator or any Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, the Purchaser Agents, the Seller, the Servicer, the Originator or any way such corporate obligations of such party)Secured Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents Seller, the Servicer, the Originator or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the LendersAdministrative Agent, the Administrative Agent Purchaser Agents, the Seller, the Servicer, the Originator or the Lender Agents any Secured Party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents Seller, the Servicer, the Originator or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents Seller, the Serivicer, the Originator or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents Seller, the Servicer, the Originator or any Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the LendersPurchaser Agents, the Lender Agents Seller, the Servicer, the Originator or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 13.11 shall survive the termination of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, no Purchaser or Additional Purchaser shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Purchaser or such Additional Purchaser, as applicable, after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Purchaser and each Additional Purchaser, as applicable, hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Purchaser or an Additional Purchaser, as applicable, exceeds the amount available to such Purchaser or such Additional Purchaser, as applicable, to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (c) Notwithstanding any contrary provision set forth herein, no claim may be made by the BorrowerSeller, the Transferor Originator or the Servicer or any other Person against the Administrative Agent, Agent and the Lender Agents, the Lenders, or any Secured Party Parties or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the BorrowerSeller, the Transferor Originator and the Servicer each hereby waives, releases, and agrees not to xxx sxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (cd) No obligation or liability to any Obligor under any of the Loan Assets is intended to be assumed by the Administrative Agent, Agent and the Lenders, the Lender Agents or any Secured Party Parties under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 12.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, member, officer, employee partner, employee, administrator, partner, organizer or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party or of any such administrator, as such, 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 each party hereto the Administrative Agent, any Secured Party, or any Loan Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, or any Loan Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party, any Loan Party or any incorporator, stockholder, affiliate, officer, partner, employee or director of the LendersAdministrative Agent, the Administrative Agent or the Lender Agents or of any such administrator, as suchSecured Party, or any of them, Loan Party under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party and each incorporator, stockholder, affiliate, officer, partner, employee administrator, partner, organizer or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or of any such administratorLoan Party, or any of them, for breaches by the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee or director of any Loan Party to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor or the Servicer any Loan Party or any other Person against the Administrative Agent, Agent and the Lender Agents, the Lenders, or any Secured Party Parties or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower, the Transferor and the Servicer each Loan Party hereby waives, releases, and agrees not to xxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Loan Assets Loans is intended to be assumed by the Administrative Agent, Agent and the Lenders, the Lender Agents or any Secured Party Parties under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 12.09 12.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, including the payment of any fees or any other obligations) of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, member, officer, employee partner, employee, administrator, partner, organizer or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party or of any such administrator, as such, 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 each party hereto the Administrative Agent, any Secured Party, or any Loan Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, or any Loan Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party, any Loan Party or any incorporator, stockholder, affiliate, officer, partner, employee or director of the LendersAdministrative Agent, the Administrative Agent or the Lender Agents or of any such administrator, as suchSecured Party, or any of them, Loan Party under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party and each incorporator, stockholder, affiliate, officer, partner, employee administrator, partner, organizer or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or of any such administratorLoan Party, or any of them, for breaches by the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Loan Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that the foregoing non-recourse provisions shall in no way affect any rights the Administrative Agent, any Loan Party or any Secured Party has against any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, any Loan Party or any Secured Party to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the BorrowerAdministrative Agent, the Transferor any Loan Party or the Servicer any Secured Party or any other Person against the Administrative Agent, the Lender Agents, the Lenders, any Loan Party or any Secured Party or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the BorrowerAdministrative Agent, the Transferor each Loan Party and the Servicer each Secured Party hereby waives, releases, and agrees not to xxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Loan Assets Loans is intended to be assumed by the Administrative Agent, Agent and the Lenders, the Lender Agents or any Secured Party Parties under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 12.09 12.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or of any such administrator, as such, 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 each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the Lenders, the Administrative Agent or the Lender Agents or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor or the Servicer or any party hereto against any other Person against the Administrative Agent, the Lender Agents, the Lenders, or any Secured Party party hereto or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages of any kind whatsoever (including but not limited to lost profits) in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower, the Transferor and the Servicer each party hereto hereby waives, releases, and agrees not to xxx sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected; provided that this sentence shall in no way limit or vitiate the indemnity obligations of the Borrower or the Servicer hereunder with respect to a claim for special, indirect, consequential or punitive damages against any Indemnified Party which is brought by a Person not party hereto or brought in breach of this provision. (cb) No obligation or liability to any Obligor under any of the Loan Assets is intended to be assumed by the Administrative Agent, the Lenders, the Lender Agents Lenders or any Secured Party under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (ec) The provisions of this Section 12.09 shall survive the termination of this Agreement. (d) The Secured Parties accept and agree that they shall have no recourse under any obligation, covenant or agreement of the Borrower contained in this Agreement against any shareholder, officer or director of the Borrower as such, by the enforcement of any assignment or by any proceeding; it being expressly agreed and understood that this Agreement is a corporate obligation of the Borrower and no liability shall attach to, or be incurred by, the shareholders, officers, agents or directors of the Borrower as such, or any of them, under or by reason of any of the obligations, covenants and agreements of the Borrower contained in this Agreement, or implied therefrom, and that any and all personal liability for breach by the Borrower of any of such obligations, covenants or agreements either at law or by statute or certification of every such shareholder, officer, agent or director is hereby expressly waived by the Secured Parties as a condition of any consideration of the execution of this Agreement. The foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, director, officer or employee of the Borrower or any other Person to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, officer, partner, member, manager, employee or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party or of any such administrator, as such, the Equityholder 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 each party hereto the Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Seller or the Equityholder contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate or limited liability company obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, the Borrower, the Collateral Manager, the Seller or the Equityholder, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder or any incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the LendersAdministrative Agent, any Secured Party, the Administrative Agent Borrower, the Collateral Manager, the Seller or the Lender Agents or of any such administrator, as such, or any of them, Equityholder under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder and each incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party or of any such administratorthe Equityholder, or any of them, for breaches by the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Seller or any Secured Party the Equityholder of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee, partner, member, manager or director of the Borrower, the Collateral Manager, the Seller or the Equityholder to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor or Seller, the Servicer Collateral Manager or any other Person against the Administrative Agent, the Lender Agents, Collateral Agent and the Lenders, or any Secured Party Parties or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each of the Borrower, the Transferor Seller and the Servicer each Collateral Manager hereby waives, releases, and agrees not to xxx sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Seller or any other Person against the Collateral Manager or its Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (d) Notwithstanding any contrary provision set forth herein, no claim may be made by the Collateral Manager against the Borrower or its Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Collateral Manager hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (e) No obligation or liability to any Obligor under any of the Loan Assets Loans is intended to be assumed by the Administrative Agent, Agent and the Lenders, the Lender Agents or any Secured Party Parties under or as a result of this Agreement and the transactions contemplated hereby. (df) Notwithstanding anything any other provision of this Agreement, none of the parties to this Agreement may, prior to the date which is one year (or if longer the applicable preference period then in effect) plus one day after the Termination Date, institute against, or join any other Person in instituting against, the Borrower, any bankruptcy, winding up, reorganization, arrangement, insolvency, moratorium or liquidation proceedings, or other proceedings under U.S. federal or state bankruptcy or similar laws of any jurisdiction. Nothing in this Agreement Section 12.11(f) shall preclude, or be deemed to estop, the contrary, no Conduit Lender shall have Collateral Agent or any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5party to this Agreement (i) from taking any action prior to the expiration of the Bankruptcy Code if and aforementioned period in (y) any case or proceeding voluntarily filed or commenced by the Borrower or (z) any involuntary insolvency proceeding filed or commenced by a Person other than one of the parties to this Agreement, or (ii) from commencing against the Borrower or any of its property any legal action that is not a bankruptcy, winding up, reorganization, arrangement, insolvency, moratorium, liquidation or similar proceeding. It is understood that the foregoing provisions of this paragraph (f) shall not (i) prevent recourse to the Collateral in the manner provided herein for the sums due or to become due under any obligation, instrument or agreement that is part of the Collateral or (ii) constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Loans (to the extent that they evidence debt) or secured by this Agreement until such Collateral has been realized and proceeds distributed in accordance with the provisions of Section 2.7 and Section 2.8, whereupon any such payment outstanding indebtedness or obligation owed of the Borrower shall be extinguished. It is further understood that the foregoing provisions of this paragraph (f) shall not limit the right of any Person to it by name the Borrower as a Conduit Lender exceeds party defendant in any proceeding or in the amount available to such Conduit Lender to pay such amount after paying exercise of any other remedy under this Agreement, so long as no judgment in the nature of a deficiency judgment or making provision seeking personal liability shall be asked for or (if obtained) enforced against the payment of its Commercial Paper NotesBorrower. (eg) The provisions of this Section 12.09 12.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant covenant, or agreement (including, without limitation, the payment of any fees European Receivables Warehouse Company Secured Creditor (acting in any capacity whatsoever), any European Master Purchaser Secured Creditor (acting in any capacity whatsoever, including as a Xxxxxxxx European Noteholder), any US Master Purchaser Secured Party (acting in any capacity whatsoever, including as a Xxxxxxxx US Noteholder) or any other obligationsMTN Issuer Secured Creditor (acting in any capacity whatsoever, including as an MTN Noteholder) of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party pursuant hereto or in connection herewith Transaction Document shall be had against any administrator shareholder, officer or director of the Administrative Agentany European Receivables Warehouse Company Secured Creditor, the Lendersany European Master Purchaser Secured Creditor, the Lender Agents or any US Master Purchaser Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any MTN Issuer Secured Party or of any such administrator, Creditor as such, 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 each Transaction Document is a corporate obligation of each party hereto contained in this Agreement and all of the other agreementsEuropean Receivables Warehouse Company Secured Creditor, instruments and documents entered into by the Administrative AgentEuropean Master Purchaser Secured Creditor, the Lenders, the Lender Agents or any US Master Purchaser Secured Party pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (MTN Issuer Secured Creditor and nothing in this Section 12.09 shall be construed to diminish in any way such corporate obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by the shareholders, officers, agents, employees or directors of any administrator of the Administrative AgentEuropean Receivables Warehouse Company Secured Creditor, the LendersEuropean Master Purchaser Secured Creditor, the Lender Agents or any US Master Purchaser Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the Lenders, the Administrative Agent or the Lender Agents or of any such administrator, MTN Issuer Secured Creditor as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agentany European Receivables Warehouse Company Secured Creditor, the LendersEuropean Master Purchaser Secured Creditor, the Lender Agents US Master Purchaser Secured Party or any MTN Issuer Secured Party Creditor contained in this Agreement or in any other such instruments, documents or agreementsTransaction Document, or are implied therefromtherefore, and that any and all personal liability of every such administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party such party of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, of every such shareholder, officer, agent, employee or otherwise, director is hereby expressly waived by the other parties as a condition of and in consideration for the execution of this AgreementDeed. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor or the Servicer or any other Person against the Administrative Agent, the Lender Agents, the Lenders, or any Secured Party or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower, the Transferor and the Servicer each hereby waives, releases, and agrees not to xxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Loan Assets is intended to be assumed by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 12.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Deal Agent, the LendersPurchaser, the Lender Agents other Secured Parties or any Secured Party the Limited Guarantor as contained in this Agreement Guaranty, the Repurchase Documents or any other agreement, instrument or document entered into by the Administrative Deal Agent, the LendersPurchaser, the Lender Agents other Secured Parties, the Limited Guarantor or any Secured Party such party pursuant hereto or thereto or in connection herewith or therewith shall be had against any administrator of the Administrative Deal Agent, the LendersPurchaser, the Lender Agents or any other Secured Party Parties, the Limited Guarantor or any incorporator, affiliateAffiliate (direct or indirect), owner, member, partner, stockholder, officer, employee director, employee, agent or director attorney of the Administrative Deal Agent, the LendersPurchaser, the Lender Agents or any other Secured Party Parties, the Limited Guarantor or of any such administrator, as such, 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 each party hereto the Deal Agent, the Purchaser, the other Secured Parties and the Limited Guarantor contained in this Agreement Guaranty, the Repurchase Documents and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or thereto or in connection herewith or therewith are, in each case, solely the corporate obligations of such party (the Deal Agent, the Purchaser, the other Secured Parties and nothing in this Section 12.09 shall be construed to diminish in any way such corporate obligations of such party), the Limited Guarantor and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Deal Agent, the LendersPurchaser, the Lender Agents or any other Secured Party Parties, the Limited Guarantor or any incorporator, owner, member, partner, stockholder, affiliateAffiliate (direct or indirect), officer, employee director, employee, agent or director attorney of the LendersDeal Agent, the Administrative Agent or Purchaser, the Lender Agents other Secured Parties, the Limited Guarantor or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Deal Agent, the LendersPurchaser, the Lender Agents other Secured Parties or any Secured Party the Limited Guarantor contained in this Agreement Guaranty, the Repurchase Documents or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Deal Agent, the LendersPurchaser, the Lender Agents or any other Secured Party or the Limited Guarantor and each incorporator, owner, member, partner, stockholder, affiliate, officer, employee director, employee, agent or director attorney of the Administrative Deal Agent, the LendersPurchaser, the Lender Agents or any other Secured Party or the Limited Guarantor, or of any such administrator, or any of them, for breaches by the Administrative Deal Agent, the LendersPurchaser, the Lender Agents or any other Secured Party or the Limited Guarantor of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this AgreementGuaranty. The provisions of this Subsection 32(a) shall survive the termination of this Guaranty. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor or the Servicer or any other Person against the Administrative Agent, the Lender Agents, the Lenders, or any Secured Party or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower, the Transferor and the Servicer each hereby waives, releases, and agrees not to xxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Loan Assets is intended to be assumed by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement the Repurchase Documents to the contrary, no Conduit Lender the Purchaser shall not have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender the Purchaser after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder the Purchaser are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto Limited Guarantor agrees that it will shall not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender the Purchaser exceeds the amount available to such Conduit Lender the Purchaser to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 12.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, including the payment of any fees or any other obligations) of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party Party, or the Borrower as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, member, officer, employee partner, employee, administrator, partner, organizer or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party Party, or of any such administrator, as such, the Borrower 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 each party hereto the Administrative Agent, any Secured Party, or the Borrower contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, or the Borrower, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Borrower Party or any incorporator, stockholder, affiliate, officer, partner, employee or director of the LendersAdministrative Agent, the Administrative Agent any Secured Party, or the Lender Agents or of any such administrator, as such, or any of them, Borrower under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party Party, or the Borrower contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party Party, or the Borrower and each incorporator, stockholder, affiliate, officer, partner, employee administrator, partner, organizer or director of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or of any such administratorthe Borrower, or any of them, for breaches by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party Party, or the Borrower of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that the foregoing non‑recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee or director of the Borrower to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor or the Servicer Borrower or any other Person against the Administrative Agent, Agent and the Lender Agents, the Lenders, or any Secured Party Parties or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower, the Transferor and the Servicer each Borrower hereby waives, releases, and agrees not to xxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Loan Assets Loans is intended to be assumed by the Administrative Agent, Agent and the Lenders, the Lender Agents or any Secured Party Parties under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 12.09 12.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any manager or administrator of the Administrative Agent, the Lenders, the Lender Agents or any such Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any such Secured Party or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood IT BEING EXPRESSLY AGREED AND UNDERSTOOD that the agreements of each party hereto such Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in any way such corporate obligations of such party)Secured Party, and that no personal liability whatsoever shall attach to or be incurred by any manager or administrator of the Administrative Agent, the Lenders, the Lender Agents or any such Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the Lenders, the Administrative Agent or the Lender Agents such Secured Party or of any such manager or administrator, as such, or any other of them, under or by reason of any of the obligations, 37 covenants or agreements of the Administrative Agent, the Lenders, the Lender Agents or any such Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of every such manager or administrator of the Administrative Agent, the Lenders, the Lender Agents or any such Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the Lenders, the Lender Agents or any such Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the Lenders, the Lender Agents or any such Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor or the Servicer or any other Person against the Administrative Agent, the Lender Agents, the Lenders, or any Secured Party or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower, the Transferor and the Servicer each hereby waives, releases, and agrees not to xxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Loan Assets is intended to be assumed by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement or any other Transaction Document to the contrary, no Conduit Lender VFCC shall have any an obligation to pay any amount required to be paid by it hereunder or thereunder in excess of any amount available to such Conduit Lender VFCC after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender VFCC hereunder are contingent on upon the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will shall not have a claim against VFCC under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender VFCC to pay such amount amounts after paying or making provision for the payment of its Commercial Paper Notes. (ec) The provisions of this Section 12.09 SECTION 9.14 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Seller or any Secured Party the Collateral Administrator as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, officer, partner, employee or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Seller or any Secured Party or of any such administrator, as such, the Collateral Administrator 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 each party hereto the Administrative Agent, any Secured Party, the Borrower, the Seller or the Collateral Administrator contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, the Borrower, the Seller or the Collateral Administrator, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents or any Secured Party Borrower, the Seller, the Collateral Administrator or any incorporator, stockholder, affiliate, officer, partner, employee or director of the LendersAdministrative Agent, any Secured Party, the Administrative Agent Borrower, the Seller or the Lender Agents or of any such administrator, as such, or any of them, Collateral Administrator under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Seller or any Secured Party the Collateral Administrator contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Seller or any Secured Party the Collateral Administrator and each incorporator, stockholder, affiliate, officer, partner, employee or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Seller or any Secured Party or of any such administratorthe Collateral Administrator, or any of them, for breaches by the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Seller or any Secured Party the Collateral Administrator of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee or director of the Borrower, the Seller or the Collateral Administrator to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor Seller or the Servicer Collateral Administrator or any other Person against the Administrative Agent, Agent and the Lender Agents, the Lenders, or any Secured Party Parties or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each of the Borrower, the Transferor Seller and the Servicer each Collateral Administrator hereby waives, releases, and agrees not to xxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) No obligation or liability to any Obligor under any of the Loan Assets Loans is intended to be assumed by the Administrative Agent, Agent and the Lenders, the Lender Agents or any Secured Party Parties under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 12.09 12.11 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party Party, or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party Party, or of any such administrator, as such, 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 each party hereto the Administrative Agent, the Purchaser Agents, or any Secured Party contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, the Purchaser Agents, or any way such corporate obligations of such party)Secured Party, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the LendersAdministrative Agent, the Administrative Agent Purchaser Agents, or the Lender Agents any Secured Party or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party or of any such administrator, or any of them, for breaches by the Administrative Agent, the LendersPurchaser Agents, the Lender Agents or any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this Section 13.11 shall survive the termination of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, no Purchaser or Additional Purchaser shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Purchaser or such Additional Purchaser, as applicable, after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Purchaser and each Additional Purchaser, as applicable, hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Purchaser or an Additional Purchaser, as applicable, exceeds the amount available to such Purchaser or such Additional Purchaser, as applicable, to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (c) Notwithstanding any contrary provision set forth herein, no claim may be made by the BorrowerSeller, the Transferor Originator or the Servicer or any other Person against the Administrative Agent, Agent and the Lender Agents, the Lenders, or any Secured Party Parties or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the BorrowerSeller, the Transferor Originator and the Servicer each hereby waives, releases, and agrees not to xxx sxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (cd) No obligation or liability to any Obligor under any of the Loan Assets is intended to be assumed by the Administrative Agent, Agent and the Lenders, the Lender Agents or any Secured Party Parties under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (e) The provisions of this Section 12.09 shall survive the termination of this Agreement.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Collateral Agent, the Seller or any Secured Party the Equityholder as contained in this Agreement or any other agreement, instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party or any incorporator, affiliate, stockholder, officer, partner, member, manager, employee or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Collateral Agent, the Seller or any Secured Party or of any such administrator, as such, the Equityholder 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 each party hereto the Administrative Agent, any Secured Party, the Borrower, the Collateral Manager, the Collateral Agent, the Seller or the Equityholder contained in this Agreement and all of the other agreements, instruments and documents entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party it pursuant hereto or in connection herewith are, in each case, solely the corporate or limited liability company obligations of such party (and nothing in this Section 12.09 shall be construed to diminish in the Administrative Agent, any way such corporate obligations of such party)Secured Party, the Borrower, the Collateral Manager, the Collateral Agent, the Seller or the Equityholder, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Collateral Agent, the Seller or any Secured Party the Equityholder or any incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the LendersAdministrative Agent, any Secured Party, the Administrative Agent Borrower, the Collateral Manager, the Collateral Agent, the Seller or the Lender Agents or of any such administrator, as such, or any of them, Equityholder under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Collateral Agent, the Seller or any Secured Party the Equityholder contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Collateral Agent, the Seller or any Secured Party the Equityholder and each incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Collateral Agent, the Seller or any Secured Party or of any such administratorthe Equityholder, or any of them, for breaches by the Administrative Agent, the Lendersany Secured Party, the Lender Agents Borrower, the Collateral Manager, the Collateral Agent, the Seller or any Secured Party the Equityholder of any such obligations, covenants or agreements, which liability may arise either at common law or in at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that the foregoing non‑recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee, partner, member, manager or director of the Borrower, the Collateral Manager, the Collateral Agent, the Seller or the Equityholder to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person. (b) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower, the Transferor or Collateral Manager, the Servicer Seller or any other Person against the Administrative Agent, Agent and the Lender Agents, the Lenders, or any Secured Party Parties or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each of the Borrower, the Transferor Seller and the Servicer each Collateral Manager hereby waives, releases, and agrees not to xxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (c) Notwithstanding any contrary provision set forth herein, no claim may be made by the Borrower against the Collateral Manager or its Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Borrower hereby waives, releases, and agrees not to xxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (d) Notwithstanding any contrary provision set forth herein, no claim may be made by the Collateral Manager against the Borrower or its Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Collateral Manager hereby waives, releases, and agrees not to xxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected. (e) Notwithstanding anything to the contrary contained in this Agreement, the obligations of each Conduit Lender under this Agreement and all other Transaction Documents are solely the corporate obligations of such Conduit Lender and shall be payable solely to the extent of funds received by such Conduit Lender from the Borrower in accordance herewith or from any party to any Transaction Document in accordance with the terms thereof in excess of funds necessary to pay such Conduit Lender’s matured and maturing commercial paper or other rated indebtedness 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. The payment of any claim (as defined in Section 101 of Title 11 of the Bankruptcy Code) of any party to this Agreement or any other Transaction Document against a Conduit Lender shall be subordinated to the payment in full of all of such Conduit Lender’s commercial paper and other rated indebtedness. No recourse under or with respect to any obligation, covenant or agreement of any Conduit Lender as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any manager or administrator of such Person or any incorporator, stockholder, member, officer, employee or director of such Person or of any such manager or administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise. (f) No obligation or liability to any Obligor under any of the Loan Assets Loans is intended to be assumed by the Administrative Agent, Agent and the Lenders, the Lender Agents or any Secured Party Parties under or as a result of this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything in this Agreement to the contrary, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such Conduit Lender after paying or making provision for the payment of its Commercial Paper Notes. All payment obligations of each Conduit Lender hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by a Conduit Lender exceeds the amount available to such Conduit Lender to pay such amount after paying or making provision for the payment of its Commercial Paper Notes. (eg) The provisions of this Section 12.09 13.11 shall survive the termination of this Agreement.