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 Seller as contained in this Agreement, any other Facility Document or any other agreement, instrument or document entered into by it pursuant to or in connection with this Agreement or any other Facility Document shall be had against any stockholder, incorporator, partner, member, manager, authorized representative, officer, employee, personnel or director of the Seller by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise it being expressly agreed and understood that the agreements of the Seller contained in this Agreement, any other Facility Document and all of the other agreements, instruments and documents entered into by it pursuant to or in connection with this Agreement or any other Facility Document are, in each case, solely the corporate obligations of the Seller, and that no personal liability whatsoever shall attach to or be incurred by any stockholder, incorporator, partner, member, manager, authorized representative, officer, employee, personnel or director of the Seller, or any of them, under or by reason of any of the obligations, covenants or agreements of the Seller contained in this Agreement, any other Facility Document or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of each stockholder, incorporator, partner, member, manager, authorized representative, officer, employee, personnel or director of the Seller, or any of them, for breaches by the Seller of any such obligations, covenants or agreements, which liability may arise either at common law or 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 8.08(a) shall survive the termination of this Agreement. (b) Notwithstanding any other provision of this Agreement, the obligations of the Buyer under this Agreement and any other Facility Document are limited recourse obligations of the Buyer payable solely from the Collateral and, following realization of the Collateral, and application of the proceeds thereof in accordance with the Priority of Payments and all obligations of and any claims by the Seller against the Buyer hereunder after any such realization and application shall be extinguished and shall not thereafter revive. 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 Buyer as contained in this Agreement, any other Facility Document or any other agreement, instrument or document entered into by it pursuant to or in connection with this Agreement or any other Facility Document shall be had against any stockholder, incorporator, partner, member, manager, authorized representative, officer, employee, personnel or director of the Buyer by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise it being expressly agreed and understood that the agreements of the Buyer contained in this Agreement, any other Facility Document and all of the other agreements, instruments and documents entered into by it pursuant to or in connection with this Agreement and any other Facility Document are, in each case, solely the limited liability company obligations of the Buyer, and that no personal liability whatsoever shall attach to or be incurred by any stockholder, incorporator, partner, member, manager, authorized representative, officer, employee, personnel or director of the Buyer or any of them, under or by reason of any of the obligations, covenants or agreements of the Buyer contained in this Agreement, any other Facility Document or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of each stockholder, incorporator, partner, member, manager, authorized representative, officer, employee, personnel or director of the Buyer, or any of them, for breaches by the Buyer of any such obligations, covenants or agreements, which liability may arise either at common law or 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 8.08(b) 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 Seller as contained in this Agreement, any other Facility Document Agreement or any other agreement, instrument or document entered into by it pursuant to hereto or in connection with this Agreement or any other Facility Document herewith shall be had against any stockholder, incorporator, partner, member, manager, incorporator, authorized representative, officer, employee, personnel employee or director of the Seller by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise it being expressly agreed and understood that the agreements of the Seller contained in this Agreement, any other Facility Document Agreement and all of the other agreements, instruments and documents entered into by it pursuant to hereto or in connection with this Agreement or any other Facility Document herewith are, in each case, solely the corporate obligations of the Seller, and that no personal liability whatsoever shall attach to or be incurred by any stockholder, incorporator, partner, member, manager, incorporator, authorized representative, officer, employee, personnel employee or director of the Seller, or any of them, under or by reason of any of the obligations, covenants or agreements of the Seller contained in this Agreement, any other Facility Document Agreement or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of each stockholder, incorporator, partner, member, manager, incorporator, authorized representative, officer, employee, personnel employee or director of the Seller, or any of them, for breaches by the Seller of any such obligations, covenants or agreements, which liability may arise either at common law or 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 8.08(a10.9(a) shall survive the termination of this Agreement. (b) Notwithstanding any other provision of this Agreement, the obligations of the Buyer under this Agreement and any other Facility Document are limited recourse obligations of the Buyer payable solely from the Collateral and, following realization of the Collateral, and application of the proceeds thereof in accordance with the Priority of Payments and all obligations of and any claims by the Seller against the Buyer hereunder after any such realization and application shall be extinguished and shall not thereafter revive. 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 Buyer as contained in this Agreement, any other Facility Document Agreement or any other agreement, instrument or document entered into by it pursuant to hereto or in connection with this Agreement or any other Facility Document herewith shall be had against any stockholder, incorporator, partner, member, manager, authorized representative, officer, employee, personnel employee or director of the Buyer by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise it being expressly agreed and understood that the agreements of the Buyer contained in this Agreement, any other Facility Document Agreement and all of the other agreements, instruments and documents entered into by it pursuant to hereto or in connection with this Agreement and any other Facility Document herewith are, in each case, solely the limited liability company obligations of the Buyer, and that no personal liability whatsoever shall attach to or be incurred by any stockholder, incorporator, partnerauthorized representative, member, manager, authorized representative, officer, employee, personnel employee or director of the Buyer or any of them, under or by reason of any of the obligations, covenants or agreements of the Buyer contained in this Agreement, any other Facility Document Agreement or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of each stockholder, incorporator, partnerauthorized representative, member, manager, authorized representative, officer, employee, personnel employee or director of the Buyer, or any of them, for breaches by the Buyer of any such obligations, covenants or agreements, which liability may arise either at common law or 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 8.08(b10.9(b) 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 Seller as contained in this Agreement, any other Facility Document Agreement or any other agreement, instrument or document entered into by it pursuant to hereto or in connection with this Agreement or any other Facility Document herewith shall be had against any partner, stockholder, incorporator, partner, member, manager, authorized representative, officer, employee, personnel employee or director of the Seller by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise it being expressly agreed and understood that the agreements of the Seller contained in this Agreement, any other Facility Document Agreement and all of the other agreements, instruments and documents entered into by it pursuant to hereto or in connection with this Agreement or any other Facility Document herewith are, in each case, solely the corporate obligations of the Seller, and that no personal liability whatsoever shall attach to or be incurred by any partner, stockholder, incorporator, partner, member, manager, authorized representative, officer, employee, personnel employee or director of the Seller, or any of them, under or by reason of any of the obligations, covenants or agreements of the Seller contained in this Agreement, any other Facility Document Agreement or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of each partner, stockholder, incorporator, partner, member, manager, authorized representative, officer, employee, personnel employee or director of the Seller, or any of them, for breaches by the Seller of any such obligations, covenants or agreements, which liability may arise either at common law or 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 8.08(a10.9(a) shall survive the termination of this Agreement. (b) Notwithstanding any other provision of this Agreement, the obligations of the Buyer under this Agreement and any other Facility Document are limited recourse obligations of the Buyer payable solely from the Collateral and, following realization of the Collateral, and application of the proceeds thereof in accordance with the Priority of Payments and all obligations of and any claims by the Seller against the Buyer hereunder after any such realization and application shall be extinguished and shall not thereafter revive. 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 Buyer as contained in this Agreement, any other Facility Document Agreement or any other agreement, instrument or document entered into by it pursuant to hereto or in connection with this Agreement or any other Facility Document herewith shall be had against any stockholder, incorporator, partner, member, manager, authorized representative, officer, employee, personnel employee or director of the Buyer by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise it being expressly agreed and understood that the agreements of the Buyer contained in this Agreement, any other Facility Document Agreement and all of the other agreements, instruments and documents entered into by it pursuant to hereto or in connection with this Agreement and any other Facility Document herewith are, in each case, solely the limited liability company obligations of the Buyer, and that no personal liability whatsoever shall attach to or be incurred by any stockholder, incorporator, partnerauthorized representative, member, manager, authorized representative, officer, employee, personnel employee or director of the Buyer or any of them, under or by reason of any of the obligations, covenants or agreements of the Buyer contained in this Agreement, any other Facility Document Agreement or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of each stockholder, incorporator, partnerauthorized representative, member, manager, authorized representative, officer, employee, personnel employee or director of the Buyer, or any of them, for breaches by the Buyer of any such obligations, covenants or agreements, which liability may arise either at common law or 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 8.08(b10.9(b) 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 each Agent, any Secured Party, the Seller Backup Servicer, the Account Bank, Regional Management, or the Borrower as contained in this Agreement, any other Facility Document Agreement or any other agreement, instrument or document entered into by it pursuant to hereto or in connection with this Agreement or any other Facility Document herewith shall be had against manager or administrator of such Person or any stockholder, incorporator, partnerAffiliate, member, manager, authorized representativestockholder, officer, employee, personnel employee or director of the Seller 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 otherwise; it being expressly agreed and understood that the agreements of the Seller Agents, any Secured Party, the Backup Servicer and the Account Bank contained in this Agreement, any other Facility Document Agreement and all of the other agreements, instruments and documents entered into by it pursuant to hereto or in connection with this Agreement or any other Facility Document herewith are, in each case, solely the corporate obligations of the Sellersuch Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, incorporator, partner, member, manager, authorized representativeAffiliate, officer, employee, personnel employee or director of the Sellersuch Person 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 Seller such Person contained in this Agreement, any other Facility Document Agreement or in any other such instruments, documents or agreements, or which that are implied therefrom, and that any and all personal liability of every such administrator of such Person and each incorporator, stockholder, incorporator, partner, member, manager, authorized representativeAffiliate, officer, employee, personnel employee or director of the Sellersuch Person or of any such administrator, or any of them, for breaches by the Seller such Person of any such obligations, covenants or agreements, which liability may arise either at common law or 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 8.08(a) shall survive the termination of this Agreement. (b) Notwithstanding any other provision of this Agreement, the obligations of the Buyer under this Agreement and any other Facility Document are limited recourse obligations of the Buyer payable solely from the Collateral and, following realization of the Collateral, and application of the proceeds thereof in accordance with the Priority of Payments and all obligations of and any claims by the Seller against the Buyer hereunder after any such realization and application shall be extinguished and shall not thereafter revive. 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 Buyer as contained in this Agreement, any other Facility Document or any other agreement, instrument or document entered into by it pursuant to or in connection with this Agreement or any other Facility Document shall be had against any stockholder, incorporator, partner, member, manager, authorized representative, officer, employee, personnel or director of the Buyer by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise it being expressly agreed and understood that the agreements of the Buyer contained in this Agreement, any other Facility Document and all of the other agreements, instruments and documents entered into by it pursuant to or in connection with this Agreement and any other Facility Document are, in each case, solely the limited liability company obligations of the Buyer, and that no personal liability whatsoever shall attach to or be incurred by any stockholder, incorporator, partner, member, manager, authorized representative, officer, employee, personnel or director of the Buyer or any of them, under or by reason of any of the obligations, covenants or agreements of the Buyer contained in this Agreement, any other Facility Document or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of each stockholder, incorporator, partner, member, manager, authorized representative, officer, employee, personnel or director of the Buyer, or any of them, for breaches by the Buyer of any such obligations, covenants or agreements, which liability may arise either at common law or 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 8.08(b) 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 Seller Administrative Agent, the Collateral Custodian or any Secured Party as contained in this Agreement, any other Facility Document Agreement or any other agreement, instrument or document entered into by it pursuant to hereto or in connection with this Agreement or any other Facility Document herewith shall be had against any stockholder, such Person or any manager or administrator of such Person or any incorporator, partnerAffiliate, member, manager, authorized representativestockholder, officer, employee, personnel employee or director of such Person or of the Seller Borrower 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 otherwise; it being expressly agreed and understood that the agreements of the Seller Administrative Agent, the Collateral Custodian and any Secured Party contained in this Agreement, any other Facility Document Agreement and all of the other agreements, instruments and documents entered into by it pursuant to hereto or in connection with this Agreement or any other Facility Document herewith are, in each case, solely the corporate obligations of the Sellersuch Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, incorporator, partner, member, manager, authorized representativeAffiliate, officer, employee, personnel employee or director of the Sellersuch Person 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 Seller such Person contained in this Agreement, any other Facility Document Agreement or in any other such instruments, documents or agreements, or which that are implied therefrom, and that any and all personal liability of every such administrator of such Person and each incorporator, stockholder, incorporator, partner, member, manager, authorized representativeAffiliate, officer, employee, personnel employee or director of the Sellersuch Person or of any such administrator, or any of them, for breaches by the Seller such Person of any such obligations, covenants or agreements, which liability may arise either at common law or 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 8.08(a) shall survive the termination of this Agreement. (b) Notwithstanding any other provision of this Agreement, the obligations of the Buyer under this Agreement and any other Facility Document are limited recourse obligations of the Buyer payable solely from the Collateral and, following realization of the Collateral, and application of the proceeds thereof in accordance with the Priority of Payments and all obligations of and any claims by the Seller against the Buyer hereunder after any such realization and application shall be extinguished and shall not thereafter revive. 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 Buyer as contained in this Agreement, any other Facility Document or any other agreement, instrument or document entered into by it pursuant to or in connection with this Agreement or any other Facility Document shall be had against any stockholder, incorporator, partner, member, manager, authorized representative, officer, employee, personnel or director of the Buyer by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise it being expressly agreed and understood that the agreements of the Buyer contained in this Agreement, any other Facility Document and all of the other agreements, instruments and documents entered into by it pursuant to or in connection with this Agreement and any other Facility Document are, in each case, solely the limited liability company obligations of the Buyer, and that no personal liability whatsoever shall attach to or be incurred by any stockholder, incorporator, partner, member, manager, authorized representative, officer, employee, personnel or director of the Buyer or any of them, under or by reason of any of the obligations, covenants or agreements of the Buyer contained in this Agreement, any other Facility Document or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of each stockholder, incorporator, partner, member, manager, authorized representative, officer, employee, personnel or director of the Buyer, or any of them, for breaches by the Buyer of any such obligations, covenants or agreements, which liability may arise either at common law or 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 8.08(b) 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 each Agent, any Secured Party, the Seller Backup Servicer, the Account Bank, Regional Management, or the Borrower as contained in this Agreement, any other Facility Document Agreement or any other agreement, instrument or document entered into by it pursuant to hereto or in connection with this Agreement or any other Facility Document herewith shall be had against manager or administrator of such Person or any stockholder, incorporator, partnerAffiliate, member, manager, authorized representativestockholder, officer, employee, personnel employee or director of the Seller 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 otherwise; it being expressly agreed and understood that the agreements of the Seller Agents, any Secured Party, the Backup Servicer and the Account Bank contained in this Agreement, any other Facility Document Agreement and all of the other agreements, instruments and documents entered into by it pursuant to hereto or in connection with this Agreement or any other Facility Document herewith are, in each case, solely the corporate obligations of the Sellersuch Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, incorporator, partner, member, manager, authorized representativeAffiliate, officer, employee, personnel employee or director of the Sellersuch Person 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 Seller such Person 170 contained in this Agreement, any other Facility Document Agreement or in any other such instruments, documents or agreements, or which that are implied therefrom, and that any and all personal liability of every such administrator of such Person and each incorporator, stockholder, incorporator, partner, member, manager, authorized representativeAffiliate, officer, employee, personnel employee or director of the Sellersuch Person or of any such administrator, or any of them, for breaches by the Seller such Person of any such obligations, covenants or agreements, which liability may arise either at common law or 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 8.08(a) shall survive the termination of this Agreement. (b) Notwithstanding any other provision of this Agreement, the obligations of the Buyer under this Agreement and any other Facility Document are limited recourse obligations of the Buyer payable solely from the Collateral and, following realization of the Collateral, and application of the proceeds thereof in accordance with the Priority of Payments and all obligations of and any claims by the Seller against the Buyer hereunder after any such realization and application shall be extinguished and shall not thereafter revive. 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 Buyer as contained in this Agreement, any other Facility Document or any other agreement, instrument or document entered into by it pursuant to or in connection with this Agreement or any other Facility Document shall be had against any stockholder, incorporator, partner, member, manager, authorized representative, officer, employee, personnel or director of the Buyer by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise it being expressly agreed and understood that the agreements of the Buyer contained in this Agreement, any other Facility Document and all of the other agreements, instruments and documents entered into by it pursuant to or in connection with this Agreement and any other Facility Document are, in each case, solely the limited liability company obligations of the Buyer, and that no personal liability whatsoever shall attach to or be incurred by any stockholder, incorporator, partner, member, manager, authorized representative, officer, employee, personnel or director of the Buyer or any of them, under or by reason of any of the obligations, covenants or agreements of the Buyer contained in this Agreement, any other Facility Document or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of each stockholder, incorporator, partner, member, manager, authorized representative, officer, employee, personnel or director of the Buyer, or any of them, for breaches by the Buyer of any such obligations, covenants or agreements, which liability may arise either at common law or 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 8.08(b) 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 Seller Administrative Agent, the Collateral Custodian, the Backup Servicer or any Secured Party as contained in this Agreement, any other Facility Document Agreement or any other agreement, instrument or document entered into by it pursuant to hereto or in connection with this Agreement or any other Facility Document herewith shall be had against any stockholder, manager or administrator of such Person or any incorporator, partneraffiliate, member, manager, authorized representativestockholder, officer, employee, personnel employee or director of the Seller 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 otherwise; it being expressly agreed and understood that the agreements of the Seller Administrative Agent, the Collateral Custodian, the Backup Servicer and any Secured Party contained in this Agreement, any other Facility Document Agreement and all of the other agreements, instruments and documents entered into by it pursuant to hereto or in connection with this Agreement or any other Facility Document herewith are, in each case, solely the corporate obligations of the Sellersuch Person, and that no personal liability whatsoever shall attach to or be incurred by any administrator of any such Person or any incorporator, stockholder, incorporator, partner, member, manager, authorized representativeaffiliate, officer, employee, personnel employee or director of the Sellersuch Person 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 Seller such Person contained in this Agreement, any other Facility Document Agreement or in any other such instruments, documents or agreements, or which that are implied therefrom, and that any and all personal liability of every such administrator of such Person and each incorporator, stockholder, incorporator, partner, member, manager, authorized representativeaffiliate, officer, employee, personnel employee or director of the Sellersuch Person or of any such administrator, or any of them, for breaches by the Seller such Person of any such obligations, covenants or agreements, which liability may arise either at common law or 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 8.08(a) shall survive the termination of this Agreement. (b) Notwithstanding any other provision of this Agreement, the obligations of the Buyer under this Agreement and any other Facility Document are limited recourse obligations of the Buyer payable solely from the Collateral and, following realization of the Collateral, and application of the proceeds thereof in accordance with the Priority of Payments and all obligations of and any claims by the Seller against the Buyer hereunder after any such realization and application shall be extinguished and shall not thereafter revive. 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 Buyer as contained in this Agreement, any other Facility Document or any other agreement, instrument or document entered into by it pursuant to or in connection with this Agreement or any other Facility Document shall be had against any stockholder, incorporator, partner, member, manager, authorized representative, officer, employee, personnel or director of the Buyer by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise it being expressly agreed and understood that the agreements of the Buyer contained in this Agreement, any other Facility Document and all of the other agreements, instruments and documents entered into by it pursuant to or in connection with this Agreement and any other Facility Document are, in each case, solely the limited liability company obligations of the Buyer, and that no personal liability whatsoever shall attach to or be incurred by any stockholder, incorporator, partner, member, manager, authorized representative, officer, employee, personnel or director of the Buyer or any of them, under or by reason of any of the obligations, covenants or agreements of the Buyer contained in this Agreement, any other Facility Document or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of each stockholder, incorporator, partner, member, manager, authorized representative, officer, employee, personnel or director of the Buyer, or any of them, for breaches by the Buyer of any such obligations, covenants or agreements, which liability may arise either at common law or 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 8.08(b) 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 Seller as contained in this Agreement, any other Facility Document Contribution Agreement or any other agreement, instrument or document entered into by it pursuant to hereto or in connection with this Agreement or any other Facility Document herewith shall be had against any stockholder, administrator of the Seller or any incorporator, partner, member, manager, authorized representativeshareholder, officer, employee, personnel employee or director of the Seller 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 expressly, agreed and understood that the agreements of the Seller contained in this Agreement, any other Facility Document Contribution Agreement and all of the other agreements, instruments and documents entered into by it pursuant to or in connection with this Agreement or any other Facility Document Loan Documents are, in each case, solely the corporate obligations of the Seller, and that no personal liability whatsoever shall attach to or be incurred by any stockholder, administrator of the Seller or any incorporator, partner, member, manager, authorized representative, officer, employee, personnel employee or director of the SellerSeller 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 Seller contained in this Agreement, any Contribution Agreement and the other Facility Document or in any other such instruments, documents or agreementsLoan Documents, or which are implied therefrom, and that any and all personal liability of every such administrator of the Seller and each stockholder, incorporator, partner, member, manager, authorized representative, officer, employee, personnel employee or director of the SellerSeller or of any such administrator, or any of them, for breaches by the Seller of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Contribution Agreement. The provisions of this Section 8.08(a8.8(a) shall survive the termination of this Contribution Agreement. (b) Notwithstanding any other provision of this Agreement, the obligations of the Buyer under this Agreement and any other Facility Document are limited recourse obligations of the Buyer payable solely from the Collateral and, following realization of the Collateral, and application of the proceeds thereof in accordance with the Priority of Payments and all obligations of and any claims by the Seller against the Buyer hereunder after any such realization and application shall be extinguished and shall not thereafter revive. 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 Buyer Purchaser as contained in this Agreement, any other Facility Document or any other agreement, instrument or document entered into by it pursuant to or in connection with this Contribution Agreement or any the other Facility Document Loan Documents shall be had against any stockholder, administrator of the Purchaser or any incorporator, partner, member, manager, authorized representative, officer, employee, personnel employee or director of the Buyer Purchaser 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 expressly, agreed and understood that the agreements of the Buyer Purchaser contained in this Agreement, any other Facility Document Contribution Agreement and all of the other agreements, instruments and documents entered into by it pursuant to or in connection with this Agreement and any other Facility Document Loan Documents are, in each case, solely the limited liability company corporate obligations of the BuyerPurchaser, and that no personal liability whatsoever shall attach to or be incurred by any stockholder, administrator of the Purchaser or any incorporator, partner, member, manager, authorized representative, officer, employee, personnel employee or director of the Buyer Purchaser 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 Buyer Purchaser contained in this Agreement, any Contribution Agreement or the other Facility Document or in any other such instruments, documents or agreementsLoan Documents, or which are implied therefrom, and that any and all personal liability of every such administrator of the Purchaser and each stockholder, incorporator, partner, member, manager, authorized representative, officer, employee, personnel employee or director of the BuyerPurchaser or of any such administrator, or any of them, for breaches by the Buyer Purchaser of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Contribution Agreement. The provisions of this Section 8.08(b8.8(b) shall survive the termination of this Contribution 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 Seller any Purchaser as contained in this Agreement, any other Facility Document Agreement or any other agreement, instrument or document entered into by it pursuant to hereto or in connection with this Agreement or any other Facility Document herewith shall be had against any stockholder, administrator of such Purchaser or any incorporator, partneraffiliate, member, manager, authorized representativestockholder, officer, employee, personnel employee or director of the Seller such Purchaser 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 otherwise; it being expressly agreed and understood that the agreements of the Seller such -------- --------- ------ --- ---------- Purchaser contained in this Agreement, any other Facility Document Agreement and all of the other agreements, instruments and documents entered into by it pursuant to hereto or in connection with this Agreement or any other Facility Document herewith are, in each case, solely the corporate obligations of the Sellersuch Purchaser, and that no personal liability whatsoever shall attach to or be incurred by any administrator of such Purchaser or any incorporator, stockholder, incorporator, partner, member, manager, authorized representativeaffiliate, officer, employee, personnel employee or director of the Sellersuch Purchaser 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 Seller such Purchaser contained in this Agreement, any other Facility Document 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 such Purchaser and each incorporator, stockholder, incorporator, partner, member, manager, authorized representativeaffiliate, officer, employee, personnel employee or director of the Sellersuch Purchaser or of any such administrator, or any of them, for breaches by the Seller such Purchaser of any such obligations, covenants or agreements, which liability may arise either at common law or 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 8.08(a) 11.11 shall survive the termination of this Agreement. (b) Notwithstanding any other provision of this Agreement, the obligations of the Buyer under this Agreement and any other Facility Document are limited recourse obligations of the Buyer payable solely from the Collateral and, following realization of the Collateral, and application of the proceeds thereof in accordance with the Priority of Payments and all obligations of and any claims by the Seller against the Buyer hereunder after any such realization and application shall be extinguished and shall not thereafter revive. 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 Buyer as contained in this Agreement, any other Facility Document or any other agreement, instrument or document entered into by it pursuant to or in connection with this Agreement or any other Facility Document shall be had against any stockholder, incorporator, partner, member, manager, authorized representative, officer, employee, personnel or director of the Buyer by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise it being expressly agreed and understood that the agreements of the Buyer contained in this Agreement, any other Facility Document and all of the other agreements, instruments and documents entered into by it pursuant to or in connection with this Agreement and any other Facility Document are, in each case, solely the limited liability company obligations of the Buyer, and that no personal liability whatsoever shall attach to or be incurred by any stockholder, incorporator, partner, member, manager, authorized representative, officer, employee, personnel or director of the Buyer or any of them, under or by reason of any of the obligations, covenants or agreements of the Buyer contained in this Agreement, any other Facility Document or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of each stockholder, incorporator, partner, member, manager, authorized representative, officer, employee, personnel or director of the Buyer, or any of them, for breaches by the Buyer of any such obligations, covenants or agreements, which liability may arise either at common law or 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 8.08(b) 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 Seller as contained in this Agreement, any other Facility Document Agreement or any other agreement, instrument or document entered into by it pursuant to hereto or in connection with this Agreement or any other Facility Document herewith shall be had against any incorporator, affiliate, stockholder, incorporatormember, officer, partner, member, manager, authorized representative, officer, employee, personnel administrator, organizer or director of the Seller by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise otherwise; it being expressly agreed and understood that the agreements of the Seller contained in this Agreement, any other Facility Document Agreement and all of the other agreements, instruments and documents entered into by it pursuant to hereto or in connection with this Agreement or any other Facility Document herewith are, in each case, solely the corporate obligations of the Seller, and that no personal liability whatsoever shall attach to or be incurred by any incorporator, affiliate, stockholder, incorporatormember, officer, partner, member, manager, authorized representative, officer, employee, personnel administrator, organizer or director of the Seller, or any of them, under or by reason of any of the obligations, covenants or agreements of the Seller contained in this Agreement, any other Facility Document Agreement or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of each incorporator, affiliate, stockholder, incorporatormember, officer, partner, member, manager, authorized representative, officer, employee, personnel administrator, organizer or director of the Seller, or any of them, for breaches by the Seller of any such obligations, covenants or agreements, which liability may arise either at common law or 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 8.08(a10.9(a) shall survive the termination of this Agreement. (b) Notwithstanding any other provision of this Agreement, the obligations of the Buyer under this Agreement and any other Facility Document are limited recourse obligations of the Buyer payable solely from the Collateral and, following realization of the Collateral, and application of the proceeds thereof in accordance with the Priority of Payments and all obligations of and any claims by the Seller against the Buyer hereunder after any such realization and application shall be extinguished and shall not thereafter revive. No recourse 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 Buyer as contained in this Agreement, any other Facility Document Agreement or any other agreement, instrument or document entered into by it pursuant to hereto or in connection with this Agreement or any other Facility Document herewith shall be had against any incorporator, affiliate, stockholder, incorporatormember, officer, partner, member, manager, authorized representative, officer, employee, personnel administrator, organizer or director of the Buyer Buyer, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise otherwise; it being expressly agreed and understood that the agreements of the Buyer contained in this Agreement, any other Facility Document Agreement and all of the other agreements, instruments and documents entered into by it pursuant to hereto or in connection with this Agreement and any other Facility Document herewith are, in each case, solely the limited liability company obligations of the Buyer, and that no personal liability whatsoever shall attach to or be incurred by any incorporator, affiliate, stockholder, incorporatormember, officer, partner, member, manager, authorized representative, officer, employee, personnel administrator, organizer or director of the Buyer or any of themBuyer, under or by reason of any of the obligations, covenants or agreements of the Buyer contained in this Agreement, any other Facility Document Agreement or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of each incorporator, affiliate, stockholder, incorporatormember, officer, partner, member, manager, authorized representative, officer, employee, personnel administrator, organizer or director of the Buyer, or any of them, for breaches by the Buyer of any such obligations, covenants or agreements, which liability may arise either at common law or 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 8.08(b10.9(b) shall survive the termination of this Agreement.