Common use of Recourse Limited to Applicable Assets Clause in Contracts

Recourse Limited to Applicable Assets. The Borrower and the Secured Parties, by entering into the Security Agreement, or by accepting (directly or indirectly) the benefits of the Security Agreement or this Collateral Agency Agreement, or by taking delivery of a Closed-End Exchange Note, each acknowledges and agrees that: (i) any claim against the Borrower in respect of any Secured Obligations by (A) the Revolving Warehouse Facility Secured Parties will be limited in recourse to the assets of the Borrower that are included in the Revolving Pool, (B) any Wind-Down Warehouse Facility Secured Parties will be limited in recourse to the assets of the Borrower that are included in the related Wind-Down Pool, and (C) any Exchange Noteholder or other Closed-End EN Secured Party will be limited in recourse to the assets of the Borrower that are included in the related Reference Pool; and (ii) neither the Warehouse Facility Secured Parties nor any Closed-End EN Secured Party has any right, title or interest in or to any assets of the Borrower other than (x) in the case of a Revolving Warehouse Facility Secured Party, the assets described in clause (i)(A) of this Section 10.7(b), (y) in the case of a Wind-Down Warehouse Facility Secured Party, the assets described in clause (i)(B) of this Section 10.7(b) or (z) in the case of any Closed-End EN Secured Party, the assets described in clause (i)(C) of this Section 10.7(b), with respect to such Closed-End EN Secured Party (in each case, the “Other Assets” with respect to such Person).

Recourse Limited to Applicable Assets. The Borrower and the Secured Parties, by entering into the Security Agreement, or by accepting (directly or indirectly) the benefits of the Security Agreement or this Collateral Agency Agreement, or by taking delivery of a Closed-End Exchange Note, each acknowledges and agrees that: (i) any claim against the Borrower in respect of any Secured Obligations by (A) the Revolving Warehouse Facility Secured Parties will be limited in recourse to (x) the assets of the Borrower that are included in the Revolving Pool, Warehouse Facility Pool and (y) any Shared Amounts allocated to the Warehouse Facility Lenders pursuant to this Article X or any Exchange Note Supplement and (B) any Wind-Down Warehouse Facility Secured Parties will be limited in recourse to the assets of the Borrower that are included in the related Wind-Down Pool, and (C) any Exchange Noteholder or other Closed-End EN Secured Party will be limited in recourse to (x) the assets of the Borrower that are included in the related Reference PoolPool and (y) any Shared Amounts allocated to such Exchange Noteholder or other Closed-End EN Secured Party pursuant to this Article X or any Exchange Note Supplement; and (ii) neither the Warehouse Facility Secured Parties nor any Closed-End EN Secured Party has any right, title or interest in or to any assets of the Borrower other than (x) in the case of a Revolving Warehouse Facility Secured Party, the assets described in clause (i)(A) of this Section 10.7(b), (y) in the case of a Wind-Down Warehouse Facility Secured Party, the assets described in clause (i)(B) of this Section 10.7(b) or (zy) in the case of any Closed-End EN Secured Party, the assets described in clause (i)(Ci)(B) of this Section 10.7(b), with respect to such Closed-End EN Secured Party (in each case, the “Other Assets” with respect to such Person).