Common use of Recourse Against Certain Parties Clause in Contracts

Recourse Against Certain Parties. 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 Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers 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 administrator of the Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers or any incorporator, affiliate, stockholder, officer, employee or director of the Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers 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 the Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers and the Credit Support Providers contained in this Agreement and all of the other agreements, instruments and documents entered into by the Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of the Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers, as applicable, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers or any incorporator, stockholder, affiliate, officer, employee or director of the Trustee, the Eligible Lender Trustee, the Facility Agent, Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers or of any such administrator, as such, or any other them, under or by reason of any of the obligations, covenants or agreements of the Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Liquidity Facility Providers or the Credit Support Providers 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 Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers and each incorporator, stockholder, affiliate, officer, employee or director of the Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers or of any such administrator, or any of them, for breaches by the Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers 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 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 TrusteeServicer, the Eligible Lender TrusteeCollateral Custodian, the Facility Account Bank, the Administrative Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Lenders or the Credit Support Providers any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by it the Servicer, the Collateral Custodian, the Account Bank, the Administrative Agent, the Lenders or any Secured Party pursuant hereto or in connection herewith shall be had against any administrator of the TrusteeServicer, the Eligible Lender TrusteeCollateral Custodian, the Facility Account Bank, the Administrative Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Lenders or the Credit Support Providers any Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of the TrusteeServicer, the Eligible Lender TrusteeCollateral Custodian, the Facility Account Bank, the Administrative Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Lenders or the Credit Support Providers 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 the Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers and the Credit Support Providers each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the TrusteeServicer, the Eligible Lender TrusteeCollateral Custodian, the Facility Account Bank, the Administrative Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Lenders or the Credit Support Providers any Secured Party pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of the Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers, as applicablesuch party (and nothing in this Section 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 Trustee, the Eligible Lender Trustee, the Facility Administrative Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Lenders or the Credit Support Providers any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the TrusteeLenders, the Eligible Lender TrusteeServicer, the Facility Agent, LenderCollateral Custodian, the Alternate LenderAccount Bank, the Liquidity Facility Providers or the Credit Support Providers Administrative Agent 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 TrusteeServicer, the Eligible Lender TrusteeCollateral Custodian, the Facility -108- Account Bank, the Administrative Agent, the Lender, the Liquidity Facility Providers Lenders or the Credit Support Providers 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 TrusteeServicer, the Eligible Lender TrusteeCollateral Custodian, the Facility Account Bank, the Administrative Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Lenders or the Credit Support Providers any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the TrusteeServicer, the Eligible Lender TrusteeCollateral Custodian, the Facility Account Bank, the Administrative Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Lenders or the Credit Support Providers any Secured Party or of any such administrator, or any of them, for breaches by the TrusteeServicer, the Eligible Lender TrusteeCollateral Custodian, the Facility Account Bank, the Administrative Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Lenders or the Credit Support Providers any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or at 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. The provisions of this Section 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 TrusteeServicer, the Eligible Lender TrusteeCollateral Custodian, the Facility Account Bank, the Administrative Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Lenders or the Credit Support Providers any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by it the Servicer, the Collateral Custodian, the Account Bank, the Administrative Agent, the Lenders or any Secured Party pursuant hereto or in connection herewith shall be had against any administrator of the TrusteeServicer, the Eligible Lender TrusteeCollateral Custodian, the Facility Account Bank, the Administrative Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Lenders or the Credit Support Providers any Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of the TrusteeServicer, the Eligible Lender TrusteeCollateral Custodian, the Facility Account Bank, the Administrative Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Lenders or the Credit Support Providers 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 the Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers and the Credit Support Providers each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the TrusteeServicer, the Eligible Lender TrusteeCollateral Custodian, the Facility Account Bank, the Administrative Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Lenders or the Credit Support Providers any Secured Party pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of the Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers, as applicablesuch party (and nothing in this Section 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 Trustee, the Eligible Lender Trustee, the Facility Administrative Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Lenders or the Credit Support Providers any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the TrusteeLenders, the Eligible Lender TrusteeServicer, the Facility Agent, LenderCollateral Custodian, the Alternate LenderAccount Bank, the Liquidity Facility Providers or the Credit Support Providers Administrative Agent 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 TrusteeServicer, the Eligible Lender TrusteeCollateral Custodian, the Facility Account Bank, the Administrative Agent, the Lender, the Liquidity Facility Providers Lenders or the Credit Support Providers 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 TrusteeServicer, the Eligible Lender TrusteeCollateral Custodian, the Facility Account Bank, the Administrative Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Lenders or the Credit Support Providers any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the TrusteeServicer, the Eligible Lender TrusteeCollateral Custodian, the Facility Account Bank, the Administrative Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Lenders or the Credit Support Providers any Secured Party or of any such administrator, or any of them, for breaches by the TrusteeServicer, the Eligible Lender TrusteeCollateral Custodian, the Facility Account Bank, the Administrative Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Lenders or the Credit Support Providers any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or at 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. The provisions of this Section 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 TrusteeAdministrative Agent, any Secured Party, the Eligible Lender TrusteeBorrower, the Facility AgentCollateral Manager, the Lender, the Alternate Lender, the Liquidity Facility Providers Seller or the Credit Support Providers Equityholder 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 administrator of the Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers or any incorporator, affiliate, stockholder, officer, employee partner, employee, member, manager or director of the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender TrusteeBorrower, the Facility AgentCollateral Manager, the Lender, the Alternate Lender, the Liquidity Facility Providers Seller or the Credit Support Providers or of any such administrator, as such, 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 the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender TrusteeBorrower, the Facility AgentCollateral Manager, the Lender, Seller or the Alternate Lender, the Liquidity Facility Providers and the Credit Support Providers Equityholder contained in this Agreement and all of the other agreements, instruments and documents entered into by the Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender TrusteeBorrower, the Facility AgentCollateral Manager, the Lender, the Alternate Lender, the Liquidity Facility Providers Seller or the Credit Support Providers, as applicableEquityholder, and that no personal liability whatsoever shall attach to or be incurred by the Administrative Agent, any administrator of the TrusteeSecured Party, the Eligible Lender TrusteeBorrower, the Facility AgentCollateral Manager, the Lender, the Alternate Lender, the Liquidity Facility Providers Seller or the Credit Support Providers Equityholder or any incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender TrusteeBorrower, the Facility Agent, LenderCollateral Manager, the Alternate Lender, the Liquidity Facility Providers Seller or the Credit Support Providers or of any such administrator, as such, or any other them, Equityholder under or by reason of any of the obligations, covenants or agreements of the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender TrusteeBorrower, the Facility AgentCollateral Manager, the Lender, the Liquidity Facility Providers Seller or the Credit Support Providers Equityholder contained in this 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 the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender TrusteeBorrower, the Facility AgentCollateral Manager, the Lender, the Alternate Lender, the Liquidity Facility Providers Seller or the Credit Support Providers Equityholder and each incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender TrusteeBorrower, the Facility AgentCollateral Manager, the Lender, the Alternate Lender, the Liquidity Facility Providers Seller or the Credit Support Providers or of any such administratorEquityholder, or any of them, for breaches by the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender TrusteeBorrower, the Facility AgentCollateral Manager, the Lender, the Alternate Lender, the Liquidity Facility Providers Seller or the Credit Support Providers Equityholder 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; 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. The provisions of this Section shall survive the termination of this Agreement.134

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 Trustee, the Eligible Lender Trustee, the Facility Administrative Agent, the LenderLender Agents, any Secured Party, the Alternate LenderBorrower, the Liquidity Facility Providers Collateral Custodian or the Credit Support Providers Servicer 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 administrator of the Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers or any incorporator, affiliate, stockholder, officer, partner, employee or director of the Trustee, the Eligible Lender Trustee, the Facility Administrative Agent, the LenderLender Agents, any Secured Party, the Alternate LenderBorrower, the Liquidity Facility Providers Collateral Custodian or the Credit Support Providers or of any such administrator, as such, Servicer 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 Trustee, the Eligible Lender Trustee, the Facility Administrative Agent, the LenderLender Agents, any Secured Party, the Alternate LenderBorrower, the Liquidity Facility Providers and Collateral Custodian or the Credit Support Providers Servicer contained in this Agreement and all of the other agreements, instruments and documents entered into by the Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of the Trustee, the Eligible Lender Trustee, the Facility Administrative Agent, the LenderLender Agents, any Secured Party, the Alternate LenderBorrower, the Liquidity Facility Providers Collateral Custodian or the Credit Support Providers, as applicableServicer, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Trustee, the Eligible Lender Trustee, the Facility Administrative Agent, the LenderLender Agents, any Secured Party, the Alternate LenderBorrower, the Liquidity Facility Providers or Collateral Custodian, the Credit Support Providers Servicer or any incorporator, stockholder, affiliate, officer, partner, employee or director of the TrusteeAdministrative Agent, the Eligible Lender TrusteeAgents, any Secured Party, the Facility Agent, LenderBorrower, the Alternate Lender, the Liquidity Facility Providers Collateral Custodian or the Credit Support Providers or of any such administrator, as such, or any other them, Servicer under or by reason of any of the obligations, covenants or agreements of the Trustee, the Eligible Lender Trustee, the Facility Administrative Agent, the LenderLender Agents, any Secured Party, the Liquidity Facility Providers Borrower, the Collateral Custodian or the Credit Support Providers Servicer contained in this 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 the Trustee, the Eligible Lender Trustee, the Facility Administrative Agent, the LenderLender Agents, any Secured Party, the Alternate LenderBorrower, the Liquidity Facility Providers Collateral Custodian or the Credit Support Providers Servicer and each incorporator, stockholder, affiliate, officer, partner, employee or director of the Trustee, the Eligible Lender Trustee, the Facility Administrative Agent, the LenderLender Agents, any Secured Party, the Alternate LenderBorrower, the Liquidity Facility Providers Collateral Custodian or the Credit Support Providers or of any such administratorServicer, or any of them, for breaches by the Trustee, the Eligible Lender Trustee, the Facility Administrative Agent, the LenderLender Agents, any Secured Party, the Alternate LenderBorrower, the Liquidity Facility Providers Collateral Custodian or the Credit Support Providers Servicer 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 ; 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 this Section shall survive the termination Borrower, the Collateral Custodian or the Servicer to the extent of this Agreementany fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person.

Recourse Against Certain Parties. 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 Trustee, the Eligible any Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers as contained in this Agreement or any other agreement, instrument or document entered into by it the Borrower or such Lender pursuant hereto or in connection herewith shall be had against any administrator of the Trustee, the Eligible Borrower or such Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers or any incorporator, affiliate, stockholder, officer, employee or director of the Trustee, the Eligible Borrower or such Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers 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 itbeingexpresslyagreedandunderstood that the agreements of the Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers and the Credit Support Providers each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the Trustee, the Eligible Borrower or any Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of the Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers, as applicablesuch party (and nothing in this Section 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 Trustee, the Eligible Borrower or any Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers or any incorporator, stockholder, affiliate, officer, employee or director of the Trustee, the Eligible Borrower or such Lender Trustee, the Facility Agent, Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers 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 Trustee, the Eligible Borrower or such Lender Trustee, the Facility Agent, the Lender, the Liquidity Facility Providers or the Credit Support Providers 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 Trustee, the Eligible Borrower or any Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers and each incorporator, stockholder, affiliate, officer, employee or director of the Trustee, the Eligible Borrower or such Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers or of any such administrator, or any of them, for breaches by the Trustee, the Eligible Borrower or such Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers of any such obligations, covenants or agreements, which liability may arise either at common law or at 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. The provisions of this Section 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 TrusteeAdministrative Agent, any Secured Party, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Borrower or the Credit Support Providers Collateral Manager 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 administrator of the Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers or any incorporator, affiliate, stockholder, officer, partner, employee or director of the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Borrower or the Credit Support Providers or of any such administrator, as such, 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 the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender Trustee, Borrower or the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers and the Credit Support Providers Collateral Manager contained in this Agreement and all of the other agreements, instruments and documents entered into by the Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Borrower or the Credit Support Providers, as applicableCollateral Manager, and that no personal liability whatsoever shall attach to or be incurred by the Administrative Agent, any administrator of the TrusteeSecured Party, the Eligible Lender TrusteeBorrower, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers Collateral Manager or any incorporator, stockholder, affiliate, officer, partner, employee or director of the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender Trustee, the Facility Agent, Lender, the Alternate Lender, the Liquidity Facility Providers Borrower or the Credit Support Providers or of any such administrator, as such, or any other them, Collateral Manager under or by reason of any of the obligations, covenants or agreements of the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender Trustee, the Facility Agent, the Lender, the Liquidity Facility Providers Borrower or the Credit Support Providers Collateral Manager contained in this 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 the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Borrower or the Credit Support Providers Collateral Manager and each incorporator, stockholder, affiliate, officer, partner, employee or director of the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Borrower or the Credit Support Providers or of any such administratorCollateral Manager, or any of them, for breaches by the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Borrower or the Credit Support Providers Collateral Manager 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 ; 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 this Section shall survive the termination Borrower or the Collateral Manager to the extent of this Agreementany fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person.

Recourse Against Certain Parties. 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 Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers Agent as contained in this Agreement or any other agreement, instrument or document entered into by it the Borrower, the Lender or the Agent pursuant hereto or in connection herewith shall be had against any administrator of the TrusteeBorrower, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers Agent or any incorporator, affiliate, stockholder, officer, employee or director of the TrusteeBorrower, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers Agent 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 the Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers and the Credit Support Providers each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the TrusteeBorrower, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers Agent pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of the Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers, as applicablesuch party (and nothing in this Section 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 TrusteeBorrower, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers Agent or any incorporator, stockholder, affiliate, officer, employee or director of the TrusteeBorrower, the Eligible Lender Trustee, the Facility Agent, Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers Agent 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 TrusteeBorrower, the Eligible Lender Trustee, the Facility Agent, the Lender, the Liquidity Facility Providers or the Credit Support Providers Agent 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 TrusteeBorrower, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers Agent and each incorporator, stockholder, affiliate, officer, employee or director of the TrusteeBorrower, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers Agent or of any such administrator, or any of them, for breaches by the TrusteeBorrower, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers Agent of any such obligations, covenants or agreements, which liability may arise either at common law or at 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. The provisions of this Section 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, including the payment of any fees or any other obligations) of the TrusteeFacility Servicer, the Eligible Lender TrusteePortfolio Asset Servicer, the Facility Sponsor, the Administrative Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Lenders or the Credit Support Providers any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by it the Facility Servicer, the Portfolio Asset Servicer, the Sponsor, the Administrative Agent, the Lenders or any Secured Party pursuant hereto or in connection herewith shall be had against any administrator of the TrusteeFacility Servicer, the Eligible Lender TrusteePortfolio Asset Servicer, the Facility Sponsor, the Administrative Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Lenders or the Credit Support Providers any Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of the TrusteeFacility Servicer, the Eligible Lender TrusteePortfolio Asset Servicer, the Facility Sponsor, the Administrative Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Lenders or the Credit Support Providers 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 the Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers and the Credit Support Providers each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the TrusteeFacility Servicer, the Eligible Lender TrusteePortfolio Asset Servicer, the Facility Sponsor, the Administrative Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Lenders or the Credit Support Providers any Secured Party pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of the Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers, as applicablesuch party (and nothing in this Section 10.08 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 Trustee, the Eligible Lender Trustee, the Facility Administrative Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Lenders or the Credit Support Providers any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the Trustee, the Eligible Lender TrusteeLenders, the Facility Agent, LenderServicer, the Alternate LenderPortfolio Asset Servicer, the Liquidity Facility Providers Sponsor or the Credit Support Providers Administrative Agent 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 TrusteeFacility Servicer, the Eligible Lender TrusteePortfolio Asset Servicer, the Facility Sponsor, the Administrative Agent, the Lender, the Liquidity Facility Providers Lenders or the Credit Support Providers 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 TrusteeFacility Servicer, the Eligible Lender TrusteePortfolio Asset Servicer, the Facility Sponsor, the Administrative Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Lenders or the Credit Support Providers any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the TrusteeFacility Servicer, the Eligible Lender TrusteePortfolio Asset Servicer, the Facility Sponsor, the Administrative Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Lenders or the Credit Support Providers any Secured Party or of any such administrator, or any of them, for breaches by the TrusteeFacility Servicer, the Eligible Lender TrusteePortfolio Asset Servicer, the Facility Sponsor, the Administrative Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Lenders or the Credit Support Providers any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or at 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. The provisions of this Section shall survive the termination of this Agreement.

Recourse Against Certain Parties. 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 Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers 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 administrator of the Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers or any incorporator, affiliate, stockholder, officer, employee or director of the Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers 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 the Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers and the Credit Support Providers contained in this Agreement and all of the other agreements, instruments and documents entered into by the Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of the Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers, as applicable, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers or any incorporator, stockholder, affiliate, officer, employee or director of the Trustee, the Eligible Lender Trustee, the Facility Agent, Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers or of any such administrator, as such, or any other them, under or by reason of any of the obligations, covenants or agreements of the Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Liquidity Facility Providers or the Credit Support Providers 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 Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers and each incorporator, stockholder, affiliate, officer, employee or director of the Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers or of any such administrator, or any of them, for breaches by the Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers 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 shall survive the termination of this Agreement.

Recourse Against Certain Parties. 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 Trustee, the Eligible Lender Trustee, the Facility Administrative Agent, the LenderLenders, the Alternate Lender, the Liquidity Facility Providers Borrowers or the Credit Support Providers Guarantors as contained in this Agreement Agreement, the Loan Documents or any other agreement, instrument or document entered into by it the Administrative Agent, the Lenders, the Borrowers, the Guarantors or any such party pursuant hereto or thereto or in connection herewith or therewith shall be had against any administrator of the Trustee, the Eligible Lender Trustee, the Facility Administrative Agent, the LenderLenders, the Alternate Lender, the Liquidity Facility Providers Borrowers or the Credit Support Providers Guarantors or any incorporator, affiliateAffiliate (direct or indirect), owner, member, partner, stockholder, officer, employee director, employee, agent or director attorney of the Trustee, the Eligible Lender Trustee, the Facility Administrative Agent, the LenderLenders, the Alternate Lender, the Liquidity Facility Providers Borrowers or the Credit Support Providers Guarantors 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 the Trustee, the Eligible Lender Trustee, the Facility Administrative Agent, the LenderLenders, the Alternate Lender, Borrowers or the Liquidity Facility Providers and the Credit Support Providers Guarantors contained in this Agreement Agreement, the Loan Documents and all of the other agreements, First Amended and Restated Revolving Loan Agreement (Wachovia and Arbor) 96 instruments and documents entered into by the Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers it pursuant hereto or thereto or in connection herewith or therewith are, in each case, solely the corporate obligations of the Trustee, the Eligible Lender Trustee, the Facility Administrative Agent, the LenderLenders, the Alternate Lender, the Liquidity Facility Providers Borrowers or the Credit Support Providers, as applicableGuarantors, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Trustee, the Eligible Lender Trustee, the Facility Administrative Agent, the LenderLenders, the Alternate Lender, the Liquidity Facility Providers Borrowers or the Credit Support Providers Guarantors or any incorporator, owner, member, partner, stockholder, affiliateAffiliate (direct or indirect), officer, employee director, employee, agent or director attorney of the TrusteeAdministrative Agent, the Eligible Lender TrusteeLenders, the Facility Agent, Lender, the Alternate Lender, the Liquidity Facility Providers Borrowers or the Credit Support Providers Guarantors, 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 Trustee, the Eligible Lender Trustee, the Facility Administrative Agent, the LenderLenders, the Liquidity Facility Providers Borrowers or the Credit Support Providers Guarantors contained in this Agreement Agreement, the Loan Documents 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 the Trustee, the Eligible Lender Trustee, the Facility Administrative Agent, the LenderLenders, the Alternate Lender, the Liquidity Facility Providers Borrowers or the Credit Support Providers Guarantors and each incorporator, owner, member, partner, stockholder, affiliateAffiliate (direct or indirect), officer, employee director, employee, agent or director attorney of the Trustee, the Eligible Lender Trustee, the Facility Administrative Agent, the LenderLenders, the Alternate Lender, the Liquidity Facility Providers Borrowers or the Credit Support Providers Guarantors, or of any such administrator, or any of them, for breaches by the Trustee, the Eligible Lender Trustee, the Facility Administrative Agent, the LenderLenders, the Alternate Lender, the Liquidity Facility Providers Borrowers or the Credit Support Providers Guarantors 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 13.11 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 TrusteeAdministrative Agent, any Secured Party, the Eligible Lender TrusteeBorrower, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Collateral Manager or the Credit Support Providers Equity Investor 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 administrator of the Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers or any incorporator, affiliate, stockholder, officer, partner, member, manager, employee or director of the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender TrusteeBorrower, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Collateral Manager or the Credit Support Providers or of any such administrator, as such, Equity Investor 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 TrusteeAdministrative Agent, any Secured Party, the Eligible Lender TrusteeBorrower, the Facility Agent, Collateral Manager or the Lender, the Alternate Lender, the Liquidity Facility Providers and the Credit Support Providers Equity Investor contained in this Agreement and all of the other agreements, instruments and documents entered into by the Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers it pursuant hereto or in connection herewith are, in each case, solely the corporate or limited liability company obligations of the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender TrusteeBorrower, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Collateral Manager or the Credit Support Providers, as applicableEquity Investor, and that no personal liability whatsoever shall attach to or be incurred by the Administrative Agent, any administrator of the TrusteeSecured Party, the Eligible Lender TrusteeBorrower, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Collateral Manager or the Credit Support Providers Equity Investor or any incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender TrusteeBorrower, the Facility Agent, Lender, the Alternate Lender, the Liquidity Facility Providers Collateral Manager or the Credit Support Providers or of any such administrator, as such, or any other them, Equity Investor under or by reason of any of the obligations, covenants or agreements of the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender TrusteeBorrower, the Facility Agent, the Lender, the Liquidity Facility Providers Collateral Manager or the Credit Support Providers Equity Investor contained in this 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 the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender TrusteeBorrower, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Collateral Manager or the Credit Support Providers Equity Investor and each incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender TrusteeBorrower, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Collateral Manager or the Credit Support Providers or of any such administratorEquity Investor, or any of them, for breaches by the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender TrusteeBorrower, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Collateral Manager or the Credit Support Providers Equity Investor 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 ; 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 this Section shall survive the termination Borrower, the Collateral Manager or the Equity Investor to the extent of this Agreementany 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 TrusteeBorrower, the Eligible Lender TrusteeSeller, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Lenders or the Credit Support Providers Administrative Agent as contained in this Agreement or any other agreement, instrument or document entered into by it the Borrower, the Seller, the Lenders or the Administrative Agent pursuant hereto or in connection herewith shall be had against any administrator of the Trustee, the Eligible any Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers Administrative Agent or any incorporator, affiliate, stockholder, officer, agent, employee or director of the TrusteeBorrower, the Eligible Seller, any Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers Administrative Agent 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 the Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers and the Credit Support Providers each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the TrusteeBorrower, the Eligible Lender TrusteeSeller, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Lenders or the Credit Support Providers Administrative Agent pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of the Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers, as applicablesuch party (and nothing in this Section 10.09 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 TrusteeBorrower, the Eligible Seller, any Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers Administrative Agent or any incorporator, stockholder, affiliate, officer, agent, employee or director of the TrusteeBorrower, the Eligible Seller, any Lender Trustee, the Facility Agent, Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers Administrative Agent 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 TrusteeBorrower, the Eligible Lender TrusteeSeller, the Facility Agent, the Lender, the Liquidity Facility Providers Lenders or the Credit Support Providers Administrative Agent 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 TrusteeBorrower, the Eligible Seller, any Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers Administrative Agent and each incorporator, stockholder, affiliate, officer, agent, employee or director of the TrusteeBorrower, the Eligible Seller, any Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers Administrative Agent or of any such administrator, or any of them, for breaches by the TrusteeBorrower, the Eligible Seller, any Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers Administrative Agent of any such obligations, covenants or agreements, which liability may arise either at common law or at 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. The provisions of this Section 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 TrusteeAdministrative Agent, any Secured Party, the Eligible Lender TrusteeBorrower, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Collateral Manager or the Credit Support Providers Equity Investor 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 administrator of the Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers or any incorporator, affiliate, stockholder, officer, partner, member, manager, employee or director of the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender TrusteeBorrower, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Collateral Manager or the Credit Support Providers or of any such administrator, as such, Equity Investor 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 TrusteeAdministrative Agent, any Secured Party, the Eligible Lender TrusteeBorrower, the Facility Agent, Collateral Manager or the Lender, the Alternate Lender, the Liquidity Facility Providers and the Credit Support Providers Equity Investor contained in this Agreement and all of the other agreements, instruments and documents entered into by the Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers it pursuant hereto or in connection herewith are, in each case, solely the corporate or limited liability company obligations of the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender TrusteeBorrower, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Collateral Manager or the Credit Support Providers, as applicableEquity Investor, and that no personal liability whatsoever shall attach to or be incurred by the Administrative Agent, any administrator of the TrusteeSecured Party, the Eligible Lender TrusteeBorrower, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Collateral Manager or the Credit Support Providers Equity Investor or any incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender TrusteeBorrower, the Facility Agent, Lender, the Alternate Lender, the Liquidity Facility Providers Collateral Manager or the Credit Support Providers or of any such administrator, as such, or any other them, Equity Investor under or by reason of any of the obligations, covenants or agreements of the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender TrusteeBorrower, the Facility Agent, the Lender, the Liquidity Facility Providers Collateral Manager or the Credit Support Providers Equity Investor contained in this 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 the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender TrusteeBorrower, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Collateral Manager or the Credit Support Providers Equity Investor and each incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender TrusteeBorrower, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Collateral Manager or the Credit Support Providers or of any such administratorEquity Investor, or any of them, for breaches by the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender TrusteeBorrower, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Collateral Manager or the Credit Support Providers Equity Investor 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 ; 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 this Section shall survive the termination Borrower, the Collateral Manager or the Equity Investor to USActive 57310676.6USActive 60324964.3 the extent of this Agreementany 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 TrusteeAdministrative Agent, any Secured Party, the Eligible Lender TrusteeBorrower, the Facility AgentCollateral Manager, the Lender, the Alternate Lender, the Liquidity Facility Providers Seller or the Credit Support Providers Equityholder 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 administrator of the Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers or any incorporator, affiliate, stockholder, officer, employee partner, employee, member, manager or director of the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender TrusteeBorrower, the Facility AgentCollateral Manager, the Lender, the Alternate Lender, the Liquidity Facility Providers Seller or the Credit Support Providers or of any such administrator, as such, 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 the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender TrusteeBorrower, the Facility AgentCollateral Manager, the Lender, Seller or the Alternate Lender, the Liquidity Facility Providers and the Credit Support Providers Equityholder contained in this Agreement and all of the other agreements, instruments and documents entered into by the Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender TrusteeBorrower, the Facility AgentCollateral Manager, the Lender, the Alternate Lender, the Liquidity Facility Providers Seller or the Credit Support Providers, as applicableEquityholder, and that no personal liability whatsoever shall attach to or be incurred by the Administrative Agent, any administrator of the TrusteeSecured Party, the Eligible Lender TrusteeBorrower, the Facility AgentCollateral Manager, the Lender, the Alternate Lender, the Liquidity Facility Providers Seller or the Credit Support Providers Equityholder or any incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender TrusteeBorrower, the Facility Agent, LenderCollateral Manager, the Alternate Lender, the Liquidity Facility Providers Seller or the Credit Support Providers or of any such administrator, as such, or any other them, Equityholder under or by reason of any of the obligations, covenants or agreements of the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender TrusteeBorrower, the Facility AgentCollateral Manager, the Lender, the Liquidity Facility Providers Seller or the Credit Support Providers Equityholder contained in this 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 the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender TrusteeBorrower, the Facility AgentCollateral Manager, the Lender, the Alternate Lender, the Liquidity Facility Providers Seller or the Credit Support Providers Equityholder and each incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender TrusteeBorrower, the Facility AgentCollateral Manager, the Lender, the Alternate Lender, the Liquidity Facility Providers Seller or the Credit Support Providers or of any such administratorEquityholder, or any of them, for breaches by the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender TrusteeBorrower, the Facility AgentCollateral Manager, the Lender, the Alternate Lender, the Liquidity Facility Providers Seller or the Credit Support Providers Equityholder 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; 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. The provisions of this Section shall survive the termination of this Agreement.133

Recourse Against Certain Parties. 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 TrusteeLender or Hedge Counterparty, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers 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 administrator of the Trustee, the Eligible such Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers Hedge Counterparty or any incorporator, affiliate, stockholder, officer, employee or director of the Trustee, the Eligible such Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers Hedge Counterparty 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 the Trustee, the Eligible such Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers and the Credit Support Providers or Hedge Counterparty contained in this Agreement and all of the other agreements, instruments and documents entered into by the Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Lender or Hedge Counterparty, provided that, in the Trustee, the Eligible Lender Trustee, the Facility Agent, case of the Lender, such liabilities shall be paid only after the Alternate repayment in full of all of the Lender, 's commercial paper notes and all other liabilities contemplated in the Liquidity Facility Providers or program documents with respect to the Credit Support Providers, as applicableLender, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Trustee, the Eligible such Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers Hedge Counterparty or any incorporator, stockholder, affiliate, officer, employee or director of the Trustee, the Eligible such Lender Trustee, the Facility Agent, Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers Hedge Counterparty 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 Trustee, the Eligible such Lender Trustee, the Facility Agent, the Lender, the Liquidity Facility Providers or the Credit Support Providers Hedge Counterparty 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 Trustee, the Eligible such Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers Hedge Counterparty and each incorporator, stockholder, affiliate, officer, employee or director of the Trustee, the Eligible such Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers Hedge Counterparty or of any such administrator, or any of them, for breaches by the Trustee, the Eligible such Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers Hedge Counterparty 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 of, and in consideration for for, the execution of this Agreement. The provisions of this Section 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 TrusteeAdministrative Agent, any Secured Party, the Eligible Lender TrusteeBorrower, the Facility AgentCollateral Manager, the Lender, the Alternate Lender, the Liquidity Facility Providers Seller or the Credit Support Providers Equityholder as contained in this Agreement or any other agreement, instrument or document 128 entered into by it pursuant hereto or in connection herewith shall be had against any administrator of the Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers or any incorporator, affiliate, stockholder, officer, employee partner, employee, member, manager or director of the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender TrusteeBorrower, the Facility AgentCollateral Manager, the Lender, the Alternate Lender, the Liquidity Facility Providers Seller or the Credit Support Providers or of any such administrator, as such, 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 the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender TrusteeBorrower, the Facility AgentCollateral Manager, the Lender, Seller or the Alternate Lender, the Liquidity Facility Providers and the Credit Support Providers Equityholder contained in this Agreement and all of the other agreements, instruments and documents entered into by the Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender TrusteeBorrower, the Facility AgentCollateral Manager, the Lender, the Alternate Lender, the Liquidity Facility Providers Seller or the Credit Support Providers, as applicableEquityholder, and that no personal liability whatsoever shall attach to or be incurred by the Administrative Agent, any administrator of the TrusteeSecured Party, the Eligible Lender TrusteeBorrower, the Facility AgentCollateral Manager, the Lender, the Alternate Lender, the Liquidity Facility Providers Seller or the Credit Support Providers Equityholder or any incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender TrusteeBorrower, the Facility Agent, LenderCollateral Manager, the Alternate Lender, the Liquidity Facility Providers Seller or the Credit Support Providers or of any such administrator, as such, or any other them, Equityholder under or by reason of any of the obligations, covenants or agreements of the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender TrusteeBorrower, the Facility AgentCollateral Manager, the Lender, the Liquidity Facility Providers Seller or the Credit Support Providers Equityholder contained in this 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 the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender TrusteeBorrower, the Facility AgentCollateral Manager, the Lender, the Alternate Lender, the Liquidity Facility Providers Seller or the Credit Support Providers Equityholder and each incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender TrusteeBorrower, the Facility AgentCollateral Manager, the Lender, the Alternate Lender, the Liquidity Facility Providers Seller or the Credit Support Providers or of any such administratorEquityholder, or any of them, for breaches by the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender TrusteeBorrower, the Facility AgentCollateral Manager, the Lender, the Alternate Lender, the Liquidity Facility Providers Seller or the Credit Support Providers Equityholder 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 ; 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 this Section shall survive the termination Borrower, the Collateral Manager, the Seller or the Equityholder to the extent of this Agreementany fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person.

Recourse Against Certain Parties. 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 TrusteePurchaser, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers any Affected Party or the Credit Support Providers Seller or any manager of the Seller as contained in this Agreement Agreement, the Repurchase Documents or any other agreement, instrument or document entered into by it the Purchaser, any Affected Party, the Seller or any such party pursuant hereto or thereto or in connection herewith or therewith shall be had against any administrator of the TrusteePurchaser, any Affected Party, the Eligible Lender Trustee, Seller or any manager of the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers Seller or any incorporator, affiliateAffiliate, owner, member, partner, stockholder, officer, director or employee or director of the TrusteePurchaser, any Affected Party, the Eligible Lender TrusteeSeller, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers 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 that the agreements of the TrusteePurchaser, the Eligible Lender Trustee, Affected Parties or the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers and the Credit Support Providers Seller contained in this Agreement Agreement, the Repurchase Documents and all of the other agreements, instruments and documents entered into by the Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers it pursuant hereto or thereto or in connection herewith or therewith are, in each case, solely the corporate obligations of the TrusteePurchaser, the Eligible Lender Trustee, Affected Parties and the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers, as applicableSeller, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the TrusteePurchaser, the Eligible Lender TrusteeAffected Parties, the Facility Agent, Seller or any manager of the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers Seller or any incorporator, owner, member, partner, stockholder, affiliateAffiliate, officer, director or employee or director of the TrusteePurchaser, the Eligible Lender Trustee, the Facility Agent, Lender, the Alternate Lender, the Liquidity Facility Providers Affected Parties or the Credit Support Providers Seller, or of any such manager or administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the TrusteePurchaser, the Eligible Lender Trustee, the Facility Agent, the Lender, the Liquidity Facility Providers Affected Parties or the Credit Support Providers Seller contained in this Agreement Agreement, the Repurchase Documents 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 the TrusteePurchaser, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers any Affected Party or the Credit Support Providers Seller or any manager of the Seller and each incorporator, owner, member, partner, stockholder, affiliateAffiliate, officer, director or employee or director of the TrusteePurchaser, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Affected Parties or the Credit Support Providers Seller, or of any such manager or administrator, or any of them, for breaches by the TrusteePurchaser, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Affected Parties or the Credit Support Providers 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 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 TrusteeAdministrative Agent, any Secured Party, or the Borrower, the Eligible Lender TrusteeLoan Manager, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers any Seller or the Credit Support Providers OFS Parent 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 administrator of the Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers or any incorporator, affiliate, stockholder, officer, partner, member, manager, employee or director of the TrusteeAdministrative Agent, any Secured Party, or the Borrower, the Eligible Lender TrusteeLoan Manager, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers any Seller or the Credit Support Providers or of any such administrator, as such, 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 the TrusteeAdministrative Agent, any Secured Party, or the Borrower, the Eligible Lender TrusteeLoan Manager, any Seller or the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers and the Credit Support Providers OFS Parent contained in this Agreement and all of the other agreements, instruments and documents entered into by the Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers it pursuant hereto or in connection herewith are, in each case, solely the corporate or limited liability company obligations of the TrusteeAdministrative Agent, any Secured Party, or the Borrower, the Eligible Lender TrusteeLoan Manager, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers any Seller or the Credit Support Providers, as applicableOFS Parent, and that no personal liability whatsoever shall attach to or be incurred by the Administrative Agent, any administrator of Secured Party, any the TrusteeBorrower, the Eligible Lender TrusteeLoan Manager, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers any Seller or the Credit Support Providers OFS Parent or any incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the TrusteeAdministrative Agent, any Secured Party, or the Borrower, the Eligible Lender TrusteeLoan Manager, the Facility Agent, Lender, the Alternate Lender, the Liquidity Facility Providers any Seller or the Credit Support Providers or of any such administrator, as such, or any other them, OFS Parent under or by reason of any of the obligations, covenants or agreements of the TrusteeAdministrative Agent, any Secured Party, or the Borrower, the Eligible Lender TrusteeLoan Manager, the Facility Agent, the Lender, the Liquidity Facility Providers any Seller or the Credit Support Providers OFS Parent contained in this 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 the TrusteeAdministrative Agent, any Secured Party, or the Borrower, the Eligible Lender TrusteeLoan Manager, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers any Seller or the Credit Support Providers OFS Parent and each incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the TrusteeAdministrative Agent, any Secured Party or the Borrower, the Eligible Lender TrusteeLoan Manager, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers any Seller or the Credit Support Providers or of any such administratorOFS Parent, or any of them, for breaches by the TrusteeAdministrative Agent, any Secured Party, or the Borrower, the Eligible Lender TrusteeLoan Manager, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers any Seller or the Credit Support Providers OFS Parent 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 ; 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 this Section shall survive any the termination Borrower, the Loan Manager, any Seller or the OFS Parent to the extent of this Agreementany 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 TrusteeAdministrative Agent, any Secured Party, the Eligible Lender TrusteeBorrower, the Facility Collateral Manager, the Collateral Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Seller or the Credit Support Providers Equityholder 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 administrator of the Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers or any incorporator, affiliate, stockholder, officer, partner, member, manager, employee or director of the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender TrusteeBorrower, the Facility Collateral Manager, the Collateral Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Seller or the Credit Support Providers or of any such administrator, as such, 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 the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender TrusteeBorrower, the Facility Collateral Manager, the Collateral Agent, the Lender, Seller or the Alternate Lender, the Liquidity Facility Providers and the Credit Support Providers Equityholder contained in this Agreement and all of the other agreements, instruments and documents entered into by the Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers it pursuant hereto or in connection herewith are, in each case, solely the corporate or limited liability company obligations of the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender TrusteeBorrower, the Facility Collateral Manager, the Collateral Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Seller or the Credit Support Providers, as applicableEquityholder, and that no personal liability whatsoever shall attach to or be incurred by the Administrative Agent, any administrator of the TrusteeSecured Party, the Eligible Lender TrusteeBorrower, the Facility Collateral Manager, the Collateral Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Seller or the Credit Support Providers Equityholder or any incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender TrusteeBorrower, the Facility Collateral Manager, the Collateral Agent, Lender, the Alternate Lender, the Liquidity Facility Providers Seller or the Credit Support Providers or of any such administrator, as such, or any other them, Equityholder under or by reason of any of the obligations, covenants or agreements of the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender TrusteeBorrower, the Facility Collateral Manager, the Collateral Agent, the Lender, the Liquidity Facility Providers Seller or the Credit Support Providers Equityholder contained in this 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 the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender TrusteeBorrower, the Facility Collateral Manager, the Collateral Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Seller or the Credit Support Providers Equityholder and each incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender TrusteeBorrower, the Facility Collateral Manager, the Collateral Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Seller or the Credit Support Providers or of any such administratorEquityholder, or any of them, for breaches by the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender TrusteeBorrower, the Facility Collateral Manager, the Collateral Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Seller or the Credit Support Providers Equityholder 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 ; 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 this Section shall survive the termination Borrower, the Collateral Manager, the Collateral Agent, the Seller or the Equityholder to the extent of this Agreementany 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 covenant, duty or agreement (including, without limitation, the payment of any fees or any other obligations) of the Trustee, the Eligible Lender Trustee, the Facility Deal Agent, the LenderPurchaser, any Secured Party, any Affected Party, the Alternate Lender, the Liquidity Facility Providers Seller or the Credit Support Providers Limited Guarantor as contained in this Agreement Agreement, the Repurchase Documents or any other agreement, instrument or document entered into by it the Purchaser, any Secured Party, any Affected Party, the Seller, the Limited Guarantor or any such party pursuant hereto or thereto or in connection herewith or therewith shall be had against any administrator of the Trustee, the Eligible Lender Trustee, the Facility Deal Agent, the LenderPurchaser, any Secured Party, any Affected Party, the Alternate Lender, the Liquidity Facility Providers Seller or the Credit Support Providers Limited Guarantor or any incorporator, affiliateAffiliate (direct or indirect), owner, member, partner, stockholder, officer, employee director, employee, agent or director attorney of the Trustee, the Eligible Lender Trustee, the Facility Deal Agent, the LenderPurchaser, any Secured Party, any Affected Party, the Alternate Lender, the Liquidity Facility Providers Seller or the Credit Support Providers 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 of the Trustee, the Eligible Lender Trustee, the Facility Deal Agent, the LenderPurchaser, the Alternate LenderSecured Parties, the Liquidity Facility Providers Affected Parties, the Seller and the Credit Support Providers Limited Guarantor contained in this Agreement Agreement, the Repurchase Documents and all of the other agreements, instruments and documents entered into by the Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers it pursuant hereto or thereto or in connection herewith or therewith are, in each case, solely the corporate obligations of the Trustee, the Eligible Lender Trustee, the Facility Deal Agent, the LenderPurchaser, the Alternate LenderSecured Parties, the Liquidity Facility Providers or Affected Parties, the Credit Support Providers, as applicableSeller and the Limited Guarantor, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Trustee, the Eligible Lender Trustee, the Facility Deal Agent, the LenderPurchaser, the Alternate LenderSecured Parties, the Liquidity Facility Providers Affected Parties, the Seller or the Credit Support Providers Limited Guarantor or any incorporator, owner, member, partner, stockholder, affiliateAffiliate (direct or indirect), officer, employee director, employee, agent or director attorney of the TrusteeDeal Agent, the Eligible Lender TrusteePurchaser, the Facility Agent, LenderSecured Parties, the Alternate LenderAffected Parties, the Liquidity Facility Providers Seller or the Credit Support Providers Limited 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 Trustee, the Eligible Lender Trustee, the Facility Deal Agent, the LenderPurchaser, the Liquidity Facility Providers Secured Parties, the Affected Parties, the Seller or the Credit Support Providers Limited Guarantor contained in this Agreement Agreement, the Repurchase Documents 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 the Trustee, the Eligible Lender Trustee, the Facility Deal Agent, the LenderPurchaser, any Secured Party, any Affected Party, the Alternate Lender, the Liquidity Facility Providers Seller or the Credit Support Providers Limited Guarantor and each incorporator, owner, member, partner, stockholder, affiliateAffiliate (direct or indirect), officer, employee director, employee, agent or director attorney of the Trustee, the Eligible Lender Trustee, the Facility Deal Agent, the LenderPurchaser, the Alternate LenderSecured Parties, the Liquidity Facility Providers Affected Parties, the Seller or the Credit Support Providers Limited Guarantor, or of any such administrator, or any of them, for breaches by the Trustee, the Eligible Lender Trustee, the Facility Deal Agent, the LenderPurchaser, the Alternate LenderSecured Parties, the Liquidity Facility Providers Affected Parties, the Seller or the Credit Support Providers Limited Guarantor of any such obligations, duties, 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 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, including the payment of any fees or any other obligations) of the TrusteeFacility Servicer, the Eligible Lender TrusteeCollateral Custodian, the Facility Administrative Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Lenders or the Credit Support Providers any Secured Party as contained in this Agreement or any other agreement, instrument or document entered into by it the Facility Servicer, the Collateral Custodian, the Administrative Agent, the Lenders or any Secured Party pursuant hereto or in connection herewith shall be had against any administrator of the TrusteeFacility Servicer, the Eligible Lender TrusteeCollateral Custodian, the Facility Administrative Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Lenders or the Credit Support Providers any Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of the TrusteeFacility Servicer, the Eligible Lender TrusteeCollateral Custodian, the Facility Administrative Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Lenders or the Credit Support Providers 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 the Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers and the Credit Support Providers each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the TrusteeFacility Servicer, the Eligible Lender TrusteeCollateral Custodian, the Facility Administrative Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Lenders or the Credit Support Providers any Secured Party pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of the Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers, as applicablesuch party (and nothing in this Section 11.08(a) 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 Trustee, the Eligible Lender Trustee, the Facility Administrative Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Lenders or the Credit Support Providers any Secured Party or any incorporator, stockholder, affiliate, officer, employee or director of the Trustee, the Eligible Lender TrusteeLenders, the Facility Agent, LenderServicer, the Alternate Lender, the Liquidity Facility Providers Collateral Custodian or the Credit Support Providers Administrative Agent 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 TrusteeFacility Servicer, the Eligible Lender TrusteeCollateral Custodian, the Facility Administrative Agent, the Lender, the Liquidity Facility Providers Lenders or the Credit Support Providers 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 TrusteeFacility Servicer, the Eligible Lender TrusteeCollateral Custodian, the Facility Administrative Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Lenders or the Credit Support Providers any Secured Party and each incorporator, stockholder, affiliate, officer, employee or director of the TrusteeFacility Servicer, the Eligible Lender TrusteeCollateral Custodian, the Facility Administrative Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Lenders or the Credit Support Providers any Secured Party or of any such administrator, or any of them, for breaches by the TrusteeFacility Servicer, the Eligible Lender TrusteeCollateral Custodian, the Facility Administrative Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Lenders or the Credit Support Providers any Secured Party of any such obligations, covenants or agreements, which liability may arise either at common law or at 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. The provisions of this Section shall survive the termination of this Agreement.

Recourse Against Certain Parties. 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 Trustee, the Eligible Lender Trustee, the Facility Administrative Agent, the LenderConduit Lenders, the Facility Agents, the Alternate Lender, the Liquidity Facility Providers Lenders or the Credit Program Support Providers 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 administrator of the Trustee, the Eligible Lender Trustee, the Facility Administrative Agent, the LenderConduit Lenders, the Facility Agents, the Alternate Lender, the Liquidity Facility Providers Lenders or the Credit Program Support Providers or any incorporator, affiliate, stockholder, officer, employee or director of the Trustee, the Eligible Lender Trustee, the Facility Administrative Agent, the LenderConduit Lenders, the Facility Agents, the Alternate Lender, the Liquidity Facility Providers Lenders or the Credit Program Support Providers 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 the Trustee, the Eligible Lender Trustee, the Facility Administrative Agent, the LenderConduit Lenders, the Facility Agents, the Alternate Lender, the Liquidity Facility Providers Lenders and the Credit Program Support Providers contained in this Agreement and all of the other agreements, instruments and documents entered into by the Trustee, the Eligible Lender Trustee, the Facility Administrative Agent, the LenderConduit Lenders, the Facility Agents, the Alternate Lender, the Liquidity Facility Providers Lenders or the Credit Program Support Providers pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of the Trustee, the Eligible Lender Trustee, the Facility Administrative Agent, the LenderConduit Lenders, the Facility Agents, the Alternate Lender, the Liquidity Facility Providers Lenders or the Credit Program Support Providers, as applicable, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Trustee, the Eligible Lender Trustee, the Facility Administrative Agent, the LenderConduit Lenders, the Facility Agents, the Alternate Lender, the Liquidity Facility Providers Lenders or the Credit Program Support Providers or any incorporator, stockholder, affiliate, officer, employee or director of the Trustee, the Eligible Lender Trustee, the Facility Administrative Agent, Lenderthe Conduit Lenders, the Facility Agents, the Alternate Lender, the Liquidity Facility Providers Lenders or the Credit Program Support Providers or of any such administrator, as such, or any other them, under or by reason of any of the obligations, covenants or agreements of the Trustee, the Eligible Lender Trustee, the Facility Administrative Agent, the LenderConduit Lenders, the Liquidity Facility Providers Agents, the Alternate Lenders or the Credit Program Support Providers 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 Trustee, the Eligible Lender Trustee, the Facility Administrative Agent, the LenderConduit Lenders, the Facility Agents, the Alternate Lender, the Liquidity Facility Providers Lenders or the Credit Program Support Providers and each incorporator, stockholder, affiliate, officer, employee or director of the Trustee, the Eligible Lender Trustee, the Facility Administrative Agent, the LenderConduit Lenders, the Facility Agents, the Alternate Lender, the Liquidity Facility Providers Lenders or the Credit Program Support Providers or of any such administrator, or any of them, for breaches by the Trustee, the Eligible Lender Trustee, the Facility Administrative Agent, the LenderConduit Lenders, the Facility Agents, the Alternate Lender, the Liquidity Facility Providers Lenders or the Credit Program Support Providers 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 shall survive the termination of this AgreementAgreement and, with respect to the rights of the Trustee and the Eligible Lender Trustee, the resignation or removal of the Trustee or the Eligible Lender Trustee.

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 Trustee, the Eligible Lender Trustee, the Facility Administrative Agent, the LenderLender Agents, any Secured Party, the Alternate LenderBorrower, the Liquidity Facility Providers Collateral Custodian or the Credit Support Providers Servicer 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 administrator of the Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers or any incorporator, affiliate, stockholder, officer, partner, employee or director of the Trustee, the Eligible Lender Trustee, the Facility Administrative Agent, the LenderLender Agents, any Secured Party, the Alternate LenderBorrower, the Liquidity Facility Providers Collateral Custodian or the Credit Support Providers or of any such administrator, as such, Servicer by the enforcement of any assessment or by any legal or equitable proceeding, by virtue USActive 57833767.7 179 of any statute or otherwise; it being expressly agreed and understood that the agreements of the Trustee, the Eligible Lender Trustee, the Facility Administrative Agent, the LenderLender Agents, any Secured Party, the Alternate LenderBorrower, the Liquidity Facility Providers and Collateral Custodian or the Credit Support Providers Servicer contained in this Agreement and all of the other agreements, instruments and documents entered into by the Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of the Trustee, the Eligible Lender Trustee, the Facility Administrative Agent, the LenderLender Agents, any Secured Party, the Alternate LenderBorrower, the Liquidity Facility Providers Collateral Custodian or the Credit Support Providers, as applicableServicer, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Trustee, the Eligible Lender Trustee, the Facility Administrative Agent, the LenderLender Agents, any Secured Party, the Alternate LenderBorrower, the Liquidity Facility Providers or Collateral Custodian, the Credit Support Providers Servicer or any incorporator, stockholder, affiliate, officer, partner, employee or director of the TrusteeAdministrative Agent, the Eligible Lender TrusteeAgents, any Secured Party, the Facility Agent, LenderBorrower, the Alternate Lender, the Liquidity Facility Providers Collateral Custodian or the Credit Support Providers or of any such administrator, as such, or any other them, Servicer under or by reason of any of the obligations, covenants or agreements of the Trustee, the Eligible Lender Trustee, the Facility Administrative Agent, the LenderLender Agents, any Secured Party, the Liquidity Facility Providers Borrower, the Collateral Custodian or the Credit Support Providers Servicer contained in this 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 the Trustee, the Eligible Lender Trustee, the Facility Administrative Agent, the LenderLender Agents, any Secured Party, the Alternate LenderBorrower, the Liquidity Facility Providers Collateral Custodian or the Credit Support Providers Servicer and each incorporator, stockholder, affiliate, officer, partner, employee or director of the Trustee, the Eligible Lender Trustee, the Facility Administrative Agent, the LenderLender Agents, any Secured Party, the Alternate LenderBorrower, the Liquidity Facility Providers Collateral Custodian or the Credit Support Providers or of any such administratorServicer, or any of them, for breaches by the Trustee, the Eligible Lender Trustee, the Facility Administrative Agent, the LenderLender Agents, any Secured Party, the Alternate LenderBorrower, the Liquidity Facility Providers Collateral Custodian or the Credit Support Providers Servicer 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 ; 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 this Section shall survive the termination Borrower, the Collateral Custodian or the Servicer to the extent of this Agreementany 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 TrusteeAdministrative Agent, any Secured Party, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Borrower or the Credit Support Providers Collateral Administrator 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 administrator of the Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers or any incorporator, affiliate, stockholder, officer, partner, employee or director of the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Borrower or the Credit Support Providers or of any such administrator, as such, 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 the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender Trustee, Borrower or the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers and the Credit Support Providers Collateral Administrator contained in this Agreement and all of the other agreements, instruments and documents entered into by the Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Borrower or the Credit Support Providers, as applicableCollateral Administrator, and that no personal liability whatsoever shall attach to or be incurred by the Administrative Agent, any administrator of the TrusteeSecured Party, the Eligible Lender TrusteeBorrower, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers Collateral Administrator or any incorporator, stockholder, affiliate, officer, partner, employee or director of the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender Trustee, the Facility Agent, Lender, the Alternate Lender, the Liquidity Facility Providers Borrower or the Credit Support Providers or of any such administrator, as such, or any other them, Collateral Administrator under or by reason of any of the obligations, covenants or agreements of the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender Trustee, the Facility Agent, the Lender, the Liquidity Facility Providers Borrower or the Credit Support Providers Collateral Administrator contained in this 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 the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Borrower or the Credit Support Providers Collateral Administrator and each incorporator, stockholder, affiliate, officer, partner, employee or director of the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Borrower or the Credit Support Providers or of any such administratorCollateral Administrator, or any of them, for breaches by the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Borrower or the Credit Support Providers Collateral Administrator 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 ; 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 this Section shall survive the termination Borrower or the Collateral Administrator to the extent of this Agreementany fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person.

Recourse Against Certain Parties. 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 Trustee, the Eligible Lender Trustee, the Facility AgentConduit Administrator, the Lender, the Alternate Lender, the Liquidity Facility Providers Conduit Lender or the Credit Program Support Providers 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 administrator of the Trustee, the Eligible Lender Trustee, the Facility AgentConduit Administrator, the Lender, the Alternate Lender, the Liquidity Facility Providers Conduit Lender or the Credit Program Support Providers or any incorporator, affiliateAffiliate, stockholder, officer, employee or director of the Trustee, the Eligible Lender Trustee, the Facility AgentConduit Administrator, the Lender, the Alternate Lender, the Liquidity Facility Providers Conduit Lender or the Credit Program Support Providers 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 the Trustee, the Eligible Lender Trustee, the Facility AgentConduit Administrator, the Lender, the Alternate Lender, the Liquidity Facility Providers Conduit Lender and the Credit Program Support Providers contained in this Agreement and all of the other agreements, instruments and documents entered into by the Trustee, the Eligible Lender Trustee, the Facility AgentConduit Administrator, the Lender, the Alternate Lender, the Liquidity Facility Providers Conduit Lender or the Credit Program Support Providers pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of the Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Conduit Lender or the Credit Program Support Providers, as applicable, and that no . No personal liability whatsoever shall attach to or be incurred by any administrator of the Trustee, the Eligible Lender Trustee, the Facility AgentConduit Administrator, the Lender, the Alternate Lender, the Liquidity Facility Providers Conduit Lender or the Credit Program Support Providers or any incorporator, stockholder, affiliateAffiliate, officer, employee or director of the Trustee, the Eligible Lender Trustee, the Facility Agent, Lender, the Alternate Lender, the Liquidity Facility Providers thereof or the Credit Support Providers 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 Trustee, the Eligible Lender Trustee, the Facility AgentConduit Administrator, the Lender, the Liquidity Facility Providers Conduit Lender or the Credit Program Support Providers 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 Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers and each incorporator, stockholder, affiliateAffiliate, officer, employee or director of the Trustee, the Eligible Lender Trustee, the Facility AgentConduit Administrator, the Lender, the Alternate Lender, the Liquidity Facility Providers Conduit Lender or the Credit Program Support Providers or of any such administrator, or any of them, for breaches by the Trustee, the Eligible Lender Trustee, the Facility AgentConduit Administrator, the Lender, the Alternate Lender, the Liquidity Facility Providers Conduit Lender or the Credit Program Support Providers 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 AgreementAgreement except to the extent finally determined by a court of competent jurisdiction in a non-appealable judgment to have resulted from gross negligence, willful misconduct or fraud on the part of such Person. The provisions of this Section 12.10 shall survive the termination of this AgreementAgreement and, with respect to the rights of the Eligible Lender Trustee or the Conduit Administrator, the resignation or removal of the Eligible Lender Trustee or the Conduit Administrator.

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 TrusteeAdministrative Agent, any Secured Party, the Eligible Lender TrusteeBorrower, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Collateral Manager or the Credit Support Providers Equityholder 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 administrator of the Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers or any incorporator, affiliate, stockholder, officer, partner, member, manager, employee or director of the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender TrusteeBorrower, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Collateral Manager or the Credit Support Providers or of any such administrator, as such, 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 the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender TrusteeBorrower, the Facility Agent, Collateral Manager or the Lender, the Alternate Lender, the Liquidity Facility Providers and the Credit Support Providers Equityholder contained in this Agreement and all of the other agreements, instruments and documents entered into by the Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers it pursuant hereto or in connection herewith are, in each case, solely the corporate or limited liability company obligations of the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender TrusteeBorrower, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Collateral Manager or the Credit Support Providers, as applicableEquityholder, and that no personal liability whatsoever shall attach to or be incurred by the Administrative Agent, any administrator of the TrusteeSecured Party, the Eligible Lender TrusteeBorrower, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Collateral Manager or the Credit Support Providers Equityholder or any incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender TrusteeBorrower, the Facility Agent, Lender, the Alternate Lender, the Liquidity Facility Providers Collateral Manager or the Credit Support Providers or of any such administrator, as such, or any other them, Equityholder under or by reason of any of the obligations, covenants or agreements of the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender TrusteeBorrower, the Facility Agent, the Lender, the Liquidity Facility Providers Collateral Manager or the Credit Support Providers Equityholder contained in this 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 the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender TrusteeBorrower, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Collateral Manager or the Credit Support Providers Equityholder and each incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender TrusteeBorrower, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Collateral Manager or the Credit Support Providers or of any such administratorEquityholder, or any of them, for breaches by the TrusteeAdministrative Agent, any Secured Party, the Eligible Lender TrusteeBorrower, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Collateral Manager or the Credit Support Providers Equityholder 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; 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. The provisions of this Section shall survive the termination of this Agreement.147

Recourse Against Certain Parties. 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 TrusteeLender, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Collateral Agent or the Credit Support Providers Facility Insurer as contained in this Agreement or any other agreement, instrument or document entered into by it the Lender, the Agent, the Collateral Agent or the Facility Insurer pursuant hereto or in connection herewith shall be had against any administrator of the TrusteeLender, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Collateral Agent or the Credit Support Providers Facility Insurer or any incorporator, affiliate, stockholder, officer, employee or director of the TrusteeLender, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Collateral Agent or the Credit Support Providers Facility Insurer 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 the Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers and the Credit Support Providers each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by the TrusteeLender, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Collateral Agent or the Credit Support Providers Facility Insurer pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of the Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers or the Credit Support Providers, as applicablesuch party (and nothing in this Section 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 TrusteeLender, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Collateral Agent or the Credit Support Providers Facility Insurer or any incorporator, stockholder, affiliate, officer, employee or director of the Trustee, the Eligible Lender Trustee, the Facility Agent, Lender, the Alternate LenderAgent, the Liquidity Facility Providers Collateral Agent or the Credit Support Providers Facility Insurer 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 TrusteeLender, the Eligible Lender Trustee, the Facility Agent, the Lender, the Liquidity Facility Providers Collateral Agent or the Credit Support Providers Facility Insurer 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 TrusteeLender, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Collateral Agent or the Credit Support Providers Facility Insurer and each incorporator, stockholder, affiliate, officer, employee or director of the Trustee, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Agent or the Credit Support Providers Facility Insurer or of any such administrator, or any of them, for breaches by the TrusteeLender, the Eligible Lender Trustee, the Facility Agent, the Lender, the Alternate Lender, the Liquidity Facility Providers Collateral Agent or the Credit Support Providers Facility Insurer 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 9.09 shall survive the termination of this Agreement.