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 fFees or any other obligations) of any Seller Party or Liberty Street 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 incorporator, affiliate, stockholder, officer, partner, member, manager, employee or director of any Seller Party or Liberty Street by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Seller Parties or Liberty Street contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of the Seller Parties or Liberty Street, as the case may be, and that no personal liability whatsoever shall attach to or be incurred by the Seller Parties, Liberty Street or any incorporator or organizer, stockholder, affiliate, officer, partner, member, manager, employee or director thereof under or by reason of any of the obligations, covenants or agreements of the Seller Parties contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom. By way of clarification, the foregoing sentence shall not limit recourse to any Seller Party for its respective obligations under 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 fFees fees or any other obligations) of any the Seller Party or Liberty Street 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 incorporator, affiliate, stockholder, officer, partner, member, manager, employee or director of any the Seller Party or Liberty Street by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Seller Parties or Liberty Street contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of the Seller Parties or Liberty Street, as the case may beSeller, and that no personal liability whatsoever shall attach to or be incurred by the Seller Parties, Liberty Street or any incorporator or organizerincorporator, stockholder, affiliate, officer, partner, member, manager, employee or director thereof under or by reason of any of the obligations, covenants or agreements of the Seller Parties contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom. By way of clarification, the foregoing sentence shall not limit recourse to any the Seller Party for its respective obligations under this Agreement.Agreement or the other Transaction Documents. <Signature pages follow>

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fFees fees or any other obligations) of any the Seller Party or Liberty Street as contained in this Agreement Agreement, any other Facility Document or any other agreement, instrument or document entered into by it pursuant hereto to or in connection herewith with this Agreement or any other Facility Document shall be had against any incorporator, affiliate, stockholder, officerincorporator, partner, member, manager, employee authorized representative, officer, employee, personnel or director of any the Seller Party or Liberty Street by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; otherwise it being expressly agreed and understood that the agreements of the Seller Parties or Liberty Street contained in this Agreement Agreement, any other Facility Document and all of the other agreements, instruments and documents entered into by it pursuant hereto to or in connection herewith with this Agreement or any other Facility Document are, in each case, solely the corporate limited liability company (or, on or after the Conversion, if any, corporate) obligations of the Seller Parties or Liberty Street, as the case may beSeller, and that no personal liability whatsoever shall attach to or be incurred by the Seller Parties, Liberty Street or any incorporator or organizer, stockholder, affiliate, officerincorporator, partner, member, manager, employee authorized representative, officer, employee, personnel or director thereof of the Seller, or any of them, under or by reason of any of the obligations, covenants or agreements of the Seller Parties contained in this Agreement Agreement, any other Facility Document or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of each stockholder, incorporator, partner, member, manager, authorized representative, officer, employee, personnel or director of the Seller, or any of them, for breaches by the Seller of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. By way The provisions of clarification, this Section 8.08(a) shall survive the foregoing sentence shall not limit recourse to any Seller Party for its respective obligations under 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 fFees or any other obligations) of any Seller Party or Liberty Street party hereto 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 incorporator, affiliate, stockholder, officer, partner, member, manager, employee or director of any Seller Party or Liberty Street party hereto, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Seller Parties or Liberty Street each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of the Seller Parties or Liberty Street, as the case may besuch party hereto, and that no personal liability whatsoever shall attach to or be incurred by the Seller Parties, Liberty Street or any incorporator or organizerincorporator, stockholder, affiliate, officer, partner, member, manager, employee or director thereof of such party under or by reason of any of the obligations, covenants or agreements of the Seller Parties such party hereto contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of each incorporator, stockholder, affiliate, officer, employee of such party, or any of them, for breaches by any party hereto 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. By way of clarificationNotwithstanding the foregoing, the foregoing sentence Administrative Agent and the Lenders shall not limit be deemed to have waived any legal rights which they may have and, to the extent of such rights, shall have recourse against any incorporator, affiliate, stockholder, officer, employee or director of the Borrower, the initial Servicer or the Originator to the extent of any Seller Party for its respective obligations under loss, cost or expense incurred in whole or in part from any such Person’s (A) willful misconduct; (B) fraud; (C) theft or misappropriation of funds; (D) criminal acts; (E) intentional interference with the Administrative Agent’s Lien in the Collateral or rights with respect thereto; (F) disposition of any Eligible Receivables or other Collateral in violation of the terms of this Agreement.; (G) action in furtherance of an Insolvency Event with respect to the Borrower; (IT) action in furtherance of the consolidation of the Borrower’s assets with the assets of any other Person; or (I) action in furtherance of the dissolution or liquidation of the Borrower. 118

Recourse Against Certain Parties. No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fFees Fees or any other obligations) of any Seller Party or Liberty Street Streetany Conduit Purchaser 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 incorporator, affiliate, stockholder, officer, partner, member, manager, employee or director of any Seller Party or Liberty Street Streetany Conduit Purchaser by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Seller Parties or Liberty Street Streeteach Conduit Purchaser contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate or limited liability company obligations of the Seller Parties or Liberty StreetStreetsuch Conduit Purchaser, as the case may be, and that no personal liability whatsoever shall attach to or be incurred by the Seller Parties, Liberty Street Streetany Conduit Purchaser or any incorporator or organizer, stockholder, affiliate, officer, partner, member, manager, employee or director thereof under or by reason of any of the obligations, covenants or agreements of the Seller Parties contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom. By way of clarification, the foregoing sentence shall not limit recourse to any Seller Party for its respective obligations under 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 fFees fees or any other obligations) of any Seller Party or Liberty Street the Purchaser 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 Purchaser or any incorporator, affiliate, stockholder, officer, partner, member, manager, employee or director of the Purchaser or of any Seller Party or Liberty Street 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 IT BEING EXPRESSLY AGREED AND UNDERSTOOD that the agreements of the Seller Parties or Liberty Street Purchaser contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of the Seller Parties or Liberty Street, as the case may bePurchaser, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Seller Parties, Liberty Street Purchaser or any incorporator or organizerincorporator, stockholder, affiliate, officer, partner, member, manager, employee or director thereof of the Purchaser or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Seller Parties Purchaser contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of the Purchaser and each incorporator, stockholder, affiliate, officer, employee or director of the Purchaser or of any such administrator, or any of them, for breaches by the Purchaser of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. By way The provisions of clarification, this SECTION 10.11 shall survive the foregoing sentence shall not limit recourse to any Seller Party for its respective obligations under 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 fFees fees or any other obligations) of the Administrative Agent, any Seller Party other Secured Party, the Borrower, the Member or Liberty Street the Collateral Manager contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had exists against any incorporator, affiliate, stockholder, officer, partner, member, manager, employee or director of any Seller Party or Liberty Street such parties by virtue of (i) the enforcement of any assessment or by assessment, (ii) any legal or equitable proceeding, by virtue of proceeding or (iii) any statute or otherwise; it being . It is expressly agreed and understood that the agreements of the Seller Parties Administrative Agent, any other Secured Party, the Borrower, the Member or Liberty Street the Collateral Manager contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate corporate, partnership or limited liability company obligations of the Seller Parties or Liberty Street, as the case may be, such parties and that no personal liability whatsoever shall will attach to or be incurred by the Seller Parties, Liberty Street any such party or any incorporator incorporator, stockholder, affiliate, officer, partner, member, manager, employee or organizerdirector thereof, and any and all personal liability of any such party and each incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director thereof under or for breaches by reason any such party of any such obligation, covenant or agreement, arising at common law or at equity, by statute, constitution or otherwise, is expressly waived as a condition of and in consideration for the execution of this Agreement; provided that the foregoing non-recourse provisions 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 obligationsBorrower or the Collateral Manager in the event of any fraud, covenants misappropriation, embezzlement or agreements of the Seller Parties contained in this Agreement or in any other financial crime constituting a felony by such instruments, documents or agreements, or that are implied therefrom. By way of clarification, the foregoing sentence shall not limit recourse to any Seller Party for its respective obligations under this AgreementPerson.

Recourse Against Certain Parties. (a) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fFees or any other obligations) of any Seller Party or Liberty Street party hereto 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 incorporator, affiliate, stockholder, officer, partner, member, manager, employee or director of any Seller Party or Liberty Street party hereto, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Seller Parties or Liberty Street each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party hereto (other than with respect to Xx. Xxxx X. Gangloff, in the Seller Parties or Liberty Street, as the case may becapacity of Guarantor), and that no personal liability whatsoever shall attach to or be incurred by the Seller Parties, Liberty Street or any incorporator or organizerincorporator, stockholder, affiliate, officer, partner, member, manager, employee or director thereof of such party (other than with respect to Xx. Xxxx X. Gangloff, in the capacity of Guarantor) under or by reason of any of the obligations, covenants or agreements of the Seller Parties such party hereto contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of each incorporator, stockholder, affiliate, officer, employee of such party, or any of them, for breaches by any party hereto 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 (other than with respect to Xx. By way Xxxx X. Gangloff, in the capacity of clarificationGuarantor). Notwithstanding the foregoing, the foregoing sentence Administrative Agent and the Lenders shall not limit be deemed to have waived any legal rights which they may have and, to the extent of such rights, shall have recourse against any incorporator, affiliate, stockholder, officer, employee or director any Borrower, the initial Servicer or the Originator, to the extent of any loss, cost or expense incurred in whole or in part from any such Person’s (A) willful misconduct; (B) fraud; (C) theft or misappropriation of funds; (D) criminal acts; (E) intentional interference with the Administrative Agent’s Lien in the Collateral or rights with respect thereto (except pursuant to a court order or otherwise as required by applicable law); (F) disposition of any Eligible Receivables or other Collateral in violation of the terms of this Agreement (except pursuant to a court order or otherwise as required by applicable law); (G) filing, initiating or consenting to the filing of an involuntary petition under any chapter of the Bankruptcy Code with respect to any Seller Party for its respective obligations under this AgreementBorrower; (H) violation of the separateness covenants of any Borrower set forth herein and/or such Borrower’s organizational documents resulting in the consolidation of such Borrower’s assets with the assets of any other Person; or (I) voluntarily seeking, causing or taking any action to effect a dissolution or liquidation of such Borrower.

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 fFees fees or any other obligations) of the Administrative Agent, any Seller Party other Secured Party, the Borrower Parties, the Equity Investors or Liberty Street the Collateral Manager contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had exists against any incorporator, affiliate, stockholder, shareholder, officer, partner, member, manager, employee or director of any Seller Party or Liberty Street such parties by virtue of (i) the enforcement of any assessment or by assessment, (ii) any legal or equitable proceeding, by virtue of proceeding or (iii) any statute or otherwise; it being . It is expressly agreed and understood that the agreements of the Seller Parties Administrative Agent, any other Secured Party, the Borrower Parties, the Equity Investors or Liberty Street the Collateral Manager contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate corporate, partnership or limited liability company obligations of the Seller Parties or Liberty Street, as the case may be, such parties and that no personal liability whatsoever shall will attach to or be incurred by the Seller Parties, Liberty Street any such party or any incorporator incorporator, stockholder, shareholder, affiliate, officer, partner, member, manager, employee or organizerdirector thereof, and any and all personal liability of any such party and each incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director thereof under or for breaches by reason any such party of any such obligation, covenant or agreement, arising at common law or at equity, by statute, constitution or otherwise, is expressly waived as a condition of and in consideration for the obligationsexecution of this Agreement; provided that the foregoing non-recourse provisions in no way affect any rights the Secured Parties might have against any incorporator, covenants affiliate, stockholder, shareholder, officer, employee, partner, member, manager or agreements director of any Borrower Party or the Seller Parties contained Collateral Manager in this Agreement the event of any fraud, misappropriation, embezzlement or in any other financial crime constituting a felony by such instruments, documents or agreements, or that are implied therefrom. By way of clarification, the foregoing sentence shall not limit recourse to any Seller Party for its respective obligations under this AgreementPerson.

Recourse Against Certain Parties. No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fFees fees or any other obligations) of any Seller Party or Liberty Street theany Lender as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any administrator of theany Lender or any incorporator, affiliateAffiliate, stockholder, officer, partner, member, manager, employee or director of theany Lender or of any Seller Party or Liberty Street 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 Seller Parties or Liberty Street LenderLenders contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate limited liability company, or corporate, as applicable, obligations of the Seller Parties or Liberty Street, as the case may beLendersuch Lenders, and that no personal liability whatsoever shall attach to or be incurred by the Seller Parties, Liberty Street any administrator of theany Lender or any incorporator or organizer, stockholder, affiliate, officer, partner, member, managerAffiliate, officer, employee or director thereof of thesuch Lender 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 Seller Parties thesuch Lender contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom. By way , and that any and all personal liability of clarificationevery such administrator of thesuch Lender and each organizer, member, Affiliate, officer, employee or director of thesuch Lender or of any such administrator, or any of them, for breaches by thesuch Lender 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, however, that the foregoing sentence shall not limit recourse to relieve any Seller Party for its respective obligations under such Person from any liability it might otherwise have as a result of fraudulent actions taken or fraudulent omissions made by them. 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 fFees fees or any other obligations) of any Seller Party or Liberty Street party hereto 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 incorporator, affiliate, stockholder, officer, partner, member, manager, employee or director of any Seller Party or Liberty Street thereof by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Seller Parties or Liberty Street each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate or limited liability company obligations of the Seller Parties or Liberty Street, as the case may be, such party and that no personal liability whatsoever shall attach to or be incurred by the Seller Parties, Liberty Street such party or any incorporator or organizerincorporator, stockholder, affiliate, officer, partner, member, manager, employee or director thereof under or by reason of any of the obligations, covenants or agreements of the Seller Parties any such party hereto contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom. By , and that any and all personal liability of any party hereto and each incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director thereof or any of them, for breaches by any such party hereto 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 clarificationany the Borrower, the foregoing sentence shall not limit recourse Servicer, the Originator or the Equityholder to the extent of any Seller Party for its respective obligations under this Agreementfraud, 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, including the payment of any fFees fees or any other obligations) of any Seller Party the Lenders or Liberty Street the Agent as contained in this Agreement or any other agreement, instrument or document entered into by it the Lenders or the Agent pursuant hereto or in connection herewith shall be had against any administrator of the Lenders or the Agent or any incorporator, affiliate, stockholder, officer, partner, member, manager, employee or director of the Lenders or the Agent or of any Seller Party or Liberty Street 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 Seller Parties or Liberty Street each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by it the Lenders or the Agent pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of the Seller Parties or Liberty Street, as the case may besuch 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 Seller Parties, Liberty Street Lenders or the Agent or any incorporator or organizerincorporator, stockholder, affiliate, officer, partner, member, manager, employee or director thereof of the Lenders or the Agent or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Seller Parties Lenders or the Agent contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of the Lenders or the Agent and each incorporator, stockholder, affiliate, officer, employee or director of the Lenders or the Agent or of any such administrator, or any of them, for breaches by the Lenders or the Agent of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. By way The provisions of clarification, this Section 10.09 shall survive the foregoing sentence shall not limit recourse to any Seller Party for its respective obligations under 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 fFees fees or any other obligations) of any Seller Party or Liberty Street the Lender, as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any administrator of such Lender or any incorporator, affiliate, stockholder, officer, partner, member, manager, employee or director of such Lender or of any Seller Party or Liberty Street 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 Seller Parties or Liberty Street such Lender contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of the Seller Parties or Liberty Streetsuch Lender, as provided that, in the case may beof the Lender, such liabilities shall be paid only after the repayment in full of all of the Lender's commercial paper notes and all other liabilities contemplated in the program documents with respect to the Lender, and that no personal liability whatsoever shall attach to or be incurred by the Seller Parties, Liberty Street any administrator of such Lender or any incorporator or organizerincorporator, stockholder, affiliate, officer, partner, member, manager, employee or director thereof of such Lender or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Seller Parties such Lender contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom. By way , and that any and all personal liability of clarificationevery such administrator of such Lender and each incorporator, stockholder, affiliate, officer, employee or director of such Lender or of any such administrator, or any of them, for breaches by such Lender 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 foregoing sentence execution of this Agreement. The provisions of this Section 13.10 shall not limit recourse to any Seller Party for its respective obligations under 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 fFees fees or any other obligations) of any Seller Party the Lender or Liberty Street the Agent as contained in this Agreement or any other agreement, instrument or document entered into by it the Lender or the Agent pursuant hereto or in connection herewith shall be had against any administrator of the Lender or the Agent or any incorporator, affiliate, stockholder, officer, partner, member, manager, employee or director of the Lender or the Agent or of any Seller Party or Liberty Street 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 Seller Parties or Liberty Street each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by it the Lender or the Agent pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of the Seller Parties or Liberty Street, as the case may besuch 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 Seller Parties, Liberty Street Lender or the Agent or any incorporator or organizerincorporator, stockholder, affiliate, officer, partner, member, manager, employee or director thereof of the Lender or the Agent or of any such administrator, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Seller Parties Lender or the Agent contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of the Lender or the Agent and each incorporator, stockholder, affiliate, officer, employee or director of the Lender or the Agent or of any such administrator, or any of them, for breaches by the Lender or the Agent of any such obligations, covenants or agreements, which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. By way The provisions of clarification, this Section 9.09 shall survive the foregoing sentence shall not limit recourse to any Seller Party for its respective obligations under 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 fFees or any other obligations) of any Seller Party or Liberty Street party hereto 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 incorporator, affiliate, stockholder, officer, partner, member, manager, employee or director of any Seller Party or Liberty Street party hereto, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Seller Parties or Liberty Street each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such party hereto (other than with respect to Mr. *****, in the Seller Parties or Liberty Street, as the case may becapacity of Guarantor), and that no personal liability whatsoever shall attach to or be incurred by the Seller Parties, Liberty Street or any incorporator or organizerincorporator, stockholder, affiliate, officer, partner, member, manager, employee or director thereof of such party (other than with respect to Mr. *****, in the capacity of Guarantor) under or by reason of any of the obligations, covenants or agreements of the Seller Parties such party hereto contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of each incorporator, stockholder, affiliate, officer, employee of such party, or any of them, for breaches by any party hereto 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 (other than with respect to Mr. *****, in the capacity of Guarantor). By way of clarificationNotwithstanding the foregoing, the foregoing sentence Administrative Agent and the Lenders shall not limit be deemed to have waived any legal rights which they may have and, to the extent of such rights, shall have recourse against any incorporator, affiliate, stockholder, officer, employee or director any 108 Borrower, the initial Servicer or the Originator, to the extent of any loss, cost or expense incurred in whole or in part from any such Person’s (A) willful misconduct; (B) fraud; (C) theft or misappropriation of funds; (D) criminal acts; (E) intentional interference with the Administrative Agent’s Lien in the Collateral or rights with respect thereto (except pursuant to a court order or otherwise as required by applicable law); (F) disposition of any Eligible Receivables or other Collateral in violation of the terms of this Agreement (except pursuant to a court order or otherwise as required by applicable law); (G) filing, initiating or consenting to the filing of an involuntary petition under any chapter of the Bankruptcy Code with respect to any Seller Party for its respective obligations under this AgreementBorrower; (H) violation of the separateness covenants of any Borrower set forth herein and/or such Borrower’s organizational documents resulting in the consolidation of such Borrower’s assets with the assets of any other Person; or (I) voluntarily seeking, causing or taking any action to effect a dissolution or liquidation of such Borrower.

Recourse Against Certain Parties. No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fFees fees or any other obligations) of any Seller Party the Purchaser or Liberty Street the Pledgor as contained in this Agreement Agreement, the Repurchase Documents or any other agreement, instrument or document entered into by it the Purchaser, the Pledgor or any such party pursuant hereto or thereto or in connection herewith or therewith shall be had against any administrator of the Purchaser, the Pledgor or any incorporator, affiliateAffiliate (direct or indirect), owner, member, partner, stockholder, officer, partnerdirector, memberemployee, manageragent or attorney of the Purchaser, employee the Pledgor or director of any Seller Party or Liberty Street 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 Seller Parties or Liberty Street Purchaser and the Pledgor contained in this Agreement Agreement, the Repurchase Documents and all of the other agreements, instruments and documents entered into by it pursuant hereto or thereto or in connection herewith or therewith are, in each case, solely the corporate obligations of the Seller Parties or Liberty Street, as Purchaser and the case may be, Pledgor and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Seller PartiesPurchaser, Liberty Street the Pledgor or any incorporator or organizerincorporator, owner, member, partner, stockholder, affiliateAffiliate (direct or indirect), officer, partnerdirector, memberemployee, manageragent or attorney of the Purchaser, employee the Pledgor or director thereof of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of the Seller Parties Purchaser or the Pledgor contained in this Agreement Agreement, the Repurchase Documents or in any other such instruments, documents or agreements, or that are implied therefrom. By way of clarification, the foregoing sentence shall not limit recourse to any Seller Party for its respective obligations under 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 fFees Fees or any other obligations) of any Seller Party or Liberty Street 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 incorporator, affiliate, stockholder, officer, partner, member, manager, employee or director of any Seller Party or Liberty Street by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Seller Parties or Liberty Street contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate or limited liability company obligations of the Seller Parties or Liberty Street, as the case may beParties, and that no personal liability whatsoever shall attach to or be incurred by the Seller Parties, Liberty Street or any incorporator or organizer, stockholder, affiliate, officer, partner, member, manager, employee or director thereof under or by reason of any of the obligations, covenants or agreements of the Seller Parties contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom. By way of clarification, the foregoing sentence shall not limit recourse to any Seller Party for its respective obligations under this Agreement.. <Signature pages follow>

Recourse Against Certain Parties. No recourse under or with -------------------------------- respect to any obligation, covenant or agreement (including, without limitation, the payment of any fFees fees or any other obligations) of any Seller Party or Liberty Street the Lender as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any administrator of the Lender or any incorporator, affiliate, stockholder, officer, partner, member, manager, employee or director of the Lender or of any Seller Party or Liberty Street 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 Seller Parties or Liberty Street Lender contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of the Seller Parties or Liberty Street, as the case may beLender, and that no personal liability whatsoever shall attach to or be incurred by any administrator of the Seller Parties, Liberty Street Lender or any incorporator or organizerincorporator, stockholder, affiliate, officer, partner, member, manager, employee or director thereof of the Lender 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 Seller Parties Lender contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom. By way , and that any and all personal liability of clarificationevery such administrator of the Lender and each incorporator, stockholder, affiliate, officer, employee or director of the foregoing sentence shall not limit recourse to Lender or of any Seller Party such administrator, or any of them, for its respective obligations under breaches by the Lender of any such obligations, covenants 66 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. ------------

Recourse Against Certain Parties. No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fFees Fees or any other obligations) of any Seller Party or Liberty Street any Conduit Purchaser 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 incorporator, affiliate, stockholder, officer, partner, member, manager, employee or director of any Seller Party or Liberty Street any Conduit Purchaser by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Seller Parties or Liberty Street each Conduit Purchaser contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate or limited liability company obligations of the Seller Parties or Liberty Streetsuch Conduit Purchaser, as the case may be, and that no personal liability whatsoever shall attach to or be incurred by the Seller Parties, Liberty Street any Conduit Purchaser or any incorporator or organizer, stockholder, affiliate, officer, partner, member, manager, employee or director thereof under or by reason of any of the obligations, covenants or agreements of the Seller Parties contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom. By way of clarification, the foregoing sentence shall not limit recourse to any Seller Party for its respective obligations under 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 fFees fees or any other obligations) of any Seller Party or Liberty Street Lender as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any administrator of such Lender or any incorporator, affiliate, stockholder, officer, partner, member, manager, employee or director of such Lender or of any Seller Party or Liberty Street 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 Seller Parties or Liberty Street such -- ----- --------- ------ --- ---------- Lender contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of the Seller Parties or Liberty Streetsuch Lender, as provided that, in ------------- the case may beof VFCC, such liabilities shall be paid only after the repayment in full of all Commercial Paper and all other liabilities contemplated in the program documents with respect to VFCC, and that no personal liability whatsoever shall attach to or be incurred by the Seller Parties, Liberty Street any administrator of such Lender or any incorporator or organizerincorporator, stockholder, affiliate, officer, partner, member, manager, employee or director thereof of such Lender 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 Seller Parties such Lender contained in this Agreement or in any other such instruments, documents or agreements, or that which are implied therefrom, and that any and all personal liability of every such administrator of such Lender and each incorporator, stockholder, affiliate, officer, employee or director of such Lender or of any such administrator, or any of them, for breaches by such Lender 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. By way The provisions of clarification, this Section 14.11 shall survive the foregoing sentence shall not limit recourse to any Seller Party for its respective obligations under termination of this Agreement.