Common use of Limited Recourse and Non-Petition Clause in Contracts

Limited Recourse and Non-Petition. Agent shall have recourse only to the net assets of EFSPV (other than any Collateral excluded pursuant to Section 2.1 of the Security Agreement) (the "EFSPV Assets") following the realization of Collateral in accordance with the terms of the Security Agreement. If the proceeds following the realization of such EFSPV Assets and application thereof in accordance with the Security Agreement and Financing Agreement (the "Net Proceeds") are insufficient to discharge all payments which, but for the effect of this clause, would then be due and payable to Agent hereunder (the "Amounts Due"), then the obligations of EFSPV to Agent hereunder shall be limited to the amounts available from the Net Proceeds and no debt shall be owed to Agent by EFSPV for any further sum. Agent shall not take any action or commence any proceedings against EFSPV to recover any Amounts Due except as expressly permitted by the provisions of this Agreement. Agent shall not take any action or commence any proceedings or petition a court for the liquidation of EFSPV, nor enter into any arrangement, reorganization or insolvency proceedings in relation to EFSPV whether under the laws of the Cayman Islands or other applicable bankruptcy laws until after the later to occur of the payment of all of the Amounts Due or the application of all of the Net Proceeds. Agent hereby acknowledges and agrees that the EFSPV's obligations under this Agreement are solely the corporate obligations of EFSPV, and that Agent shall not have any recourse against any of the directors, officers or employees of EFSPV for any claims, losses, damages, liabilities, indemnities or other obligations whatsoever in connection with any transactions contemplated by this Agreement. [Signature Page Follows]

Limited Recourse and Non-Petition. Agent Notwithstanding any other provision of this Deed, each of the Parties to this Deed (other than the IBLA Creditor) hereby agrees that it shall have recourse only to the net assets of EFSPV the IBLA Creditor (other than any Collateral excluded pursuant to Section 2.1 excluding the corporate administration agreement dated 26 January 2016 between the IBLA Creditor and its corporate administrator and the designated profit account of the Security Agreement) IBLA Creditor), subject at all times to any prior ranking claims thereon (the "EFSPV Available Assets") following for the realization discharge of Collateral in accordance with any claims against the terms of the Security AgreementIBLA Creditor. If the Available Assets have been properly realised and distributed and the net proceeds following the realization of such EFSPV Assets and application thereof in accordance with the Security Agreement and Financing Agreement (the "Net Proceeds") are insufficient for the IBLA Creditor to discharge make all payments which, but for the effect of this clauseClause 41, would then be due and payable to Agent hereunder (the "Amounts Due")due, then the obligations of EFSPV to Agent hereunder shall the IBLA Creditor will be limited to such net proceeds of realisation and discharged accordingly. No Party to this Deed (other than the amounts available from IBLA Creditor) nor any person acting on its behalf shall be entitled to take any further steps against the Net Proceeds and IBLA Creditor to recover any further sum, no debt shall be owed to Agent by EFSPV the IBLA Creditor and the IBLA Creditor's liability for any further sumsum still unpaid shall be extinguished. Agent No Party to this Deed (other than the IBLA Creditor) nor any person acting on its behalf shall not be entitled to petition or take any corporate action or commence any other steps or legal proceedings against EFSPV to recover any Amounts Due except as expressly permitted by the provisions of this Agreement. Agent shall not take any action or commence any proceedings or petition a court for the winding-up, dissolution, court protection, examinership, reorganisation, liquidation, bankruptcy or insolvency of the IBLA Creditor or for the appointment of a receiver, administrator, manager, administrative receiver, trustee, liquidator, examiner, sequestrator or similar officer in respect of the IBLA Creditor or any of its revenues or assets, provided each such Party or any person on its behalf may prove or lodge a claim in liquidation of EFSPV, the IBLA Creditor initiated by another Party. No Party to this Deed (other than the IBLA Creditor) nor enter into any arrangement, reorganization or insolvency proceedings in relation to EFSPV whether under the laws of the Cayman Islands or other applicable bankruptcy laws until after the later to occur of the payment of all of the Amounts Due or the application of all of the Net Proceeds. Agent hereby acknowledges and agrees that the EFSPV's obligations under this Agreement are solely the corporate obligations of EFSPV, and that Agent person acting on its behalf shall not have any recourse against any director, shareholder, or officer of the directorsIBLA Creditor in respect of any obligations, officers covenant or employees agreement entered into or made by the IBLA Creditor pursuant to the terms of EFSPV for this Deed or any claims, losses, damages, liabilities, indemnities notice or other obligations whatsoever in connection with any transactions contemplated by documents which it is requested to deliver hereunder or thereunder. This Clause 41 shall survive termination of this AgreementDeed. [Signature Page Follows]42 Governing Law and Jurisdiction

Limited Recourse and Non-Petition. Agent The Borrower hereby agrees that it shall have recourse in respect of any claim against the Lender only to sums in respect of principal, interest or other amounts (if any), as the net assets case may be, actually received from the Borrower (after any tax deduction required by law to be made by the Borrower in respect of EFSPV (other than any Collateral excluded such sums and for which the Lender has not received a corresponding additional payment from the Borrower pursuant to Section 2.1 this Agreement (also after any tax deduction as may be required by law)) by or for the account of the Security Agreement) (the "EFSPV Assets") following the realization of Collateral in accordance with the terms of the Security Agreement. If the proceeds following the realization of such EFSPV Assets and application thereof in accordance with the Security Agreement and Financing Lender pursuant to this Agreement (the "Net Proceeds") are insufficient to discharge all payments which, but for the effect of this clause, would then be due and payable to Agent hereunder (the "Amounts Due"“Lender Assets”), then subject always to (i) the obligations Security Interests (as defined in the Trust Deed); and (ii) to the fact that any claims of EFSPV the Joint Lead Managers (as defined in the Subscription Agreement) shall rank in priority to Agent hereunder claims of the Borrower hereunder, and that any such claim by the Joint Lead Managers or the Borrower shall be limited reduced pro rata so that the total of all such claims does not exceed the aggregate value of the Lender Assets after meeting claims secured on them. The Trustee having realised the same, neither the Borrower nor any person acting on its behalf shall be entitled to take any further steps against the amounts available from the Net Proceeds Lender to recover any further sums and no debt shall be owed by the Lender to Agent by EFSPV for such person in respect of any such further sum. Agent In particular, neither the Borrower nor any other person acting on behalf of any of them shall not take be entitled at any action or commence any time to institute proceedings against EFSPV the Lender, or join with any other person in bringing, instituting or joining, insolvency proceedings (whether court-based or otherwise) against the Lender. Neither the Borrower nor any other person acting on its behalf shall be entitled at any time to recover institute against the Lender, or join in any Amounts Due except as expressly permitted by institution against the provisions of this Agreement. Agent shall not take Lender of, any action bankruptcy, administration, moratorium, reorganisation, controlled management, arrangement, insolvency, examinership, winding-up or commence any liquidation proceedings or petition a court for the liquidation of EFSPV, nor enter into any arrangement, reorganization or similar insolvency proceedings in relation to EFSPV whether under the laws of the Cayman Islands or other any applicable bankruptcy laws until after the later to occur of the payment of all of the Amounts Due or the application of all of the Net Proceeds. Agent hereby acknowledges and agrees that the EFSPV's obligations under this Agreement are solely the corporate obligations of EFSPV, and that Agent shall not have any recourse against any of the directors, officers or employees of EFSPV for any claims, losses, damages, liabilities, indemnities or other obligations whatsoever similar law in connection with any transactions contemplated by obligation of the Lender under this Agreement, save for lodging a claim in the liquidation of the Lender which is initiated by another party or taking proceedings to obtain a declaration or judgment as to the obligations of the Lender. [Signature Page Follows]The Borrower shall have no recourse against any director, shareholder, or officer of the Lender in respect of any obligations, covenants or agreement entered into or made by the Lender in respect of this Agreement, except to the extent that any such person acts in bad faith or is negligent in the context of its obligations.

Limited Recourse and Non-Petition. Agent E@W shall have recourse only to the net assets of EFSPV ESPV (other than any Collateral excluded pursuant to Section 2.1 of the Security Agreement) (the "EFSPV “ESPV Assets"”) following the realization of Collateral in accordance with the terms of the Security Agreement. If the proceeds following the realization of such EFSPV ESPV Assets and application thereof in accordance with the Security Agreement and Financing Agreement (the "“Net Proceeds"”) are insufficient to discharge all payments which, but for the effect of this clause, would then be due and payable to Agent E@W hereunder (the "“Amounts Due"”), then the obligations of EFSPV ESPV to Agent E@W hereunder shall be limited to the amounts available from the Net Proceeds and no debt shall be owed to Agent E@W by EFSPV ESPV for any further sum. Agent E@W shall not take any action or commence any proceedings against EFSPV ESPV to recover any Amounts Due except as expressly permitted by the provisions of this Agreement. Agent E@W shall not take any action or commence any proceedings or petition a court for the liquidation of EFSPVESPV, nor enter into any arrangement, reorganization or insolvency proceedings in relation to EFSPV ESPV whether under the laws of the Cayman Islands or other applicable bankruptcy laws until after the later to occur of the payment of all of the Amounts Due or the application of all of the Net Proceeds. Agent E@W hereby acknowledges and agrees that the EFSPV's ESPV’s obligations under this Agreement are solely the corporate obligations of EFSPVESPV, and that Agent E@W shall not have any recourse against any of the directors, officers or employees of EFSPV ESPV for any claims, losses, damages, liabilities, indemnities or other obligations whatsoever in connection with any transactions contemplated by this Agreement. [Signature Page Follows]Signatures on Next Page] [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

Limited Recourse and Non-Petition. Agent 9.1 The Broker Dealer of Record acknowledges and agrees that, in respect of any claim against the Issuer in connection with any relevant Series of ETP Securities or otherwise (whether arising under the relevant Security Document, the general law or otherwise), it shall only have recourse only in the case of any claim whether secured or unsecured to the net Secured Property in respect of the relevant Series of ETP Securities, subject always to the Security constituted by the relevant Security Document and not to any other assets of EFSPV (the Issuer. Any unsecured claim by a party to this Broker Dealer of Record Agreement and any claims against the Issuer of any other than any Collateral excluded pursuant to Section 2.1 unsecured creditors of the Security AgreementIssuer who have agreed to limit their recourse in respect of such claim to such Secured Property (mutatis mutandis) as this Clause 9 shall be reduced pro rata so that the total value of all unsecured claims against the Issuer in respect of the relevant Series of ETP Securities shall not exceed the aggregate value of such Secured Property after meeting claims secured thereon and the claims of any other creditors of the Issuer who have not agreed to limit their recourse to the specified assets of the Issuer. If, following realisation in full of the Secured Property (whether by way of liquidation or enforcement) and application of available cash sums as provided in Condition 6 and this Clause 9.1, any outstanding claim against the "EFSPV Assets") following Issuer whether secured or unsecured remains unpaid, then such outstanding claim shall be extinguished and no debt shall be owed by the realization of Collateral Issuer in respect thereof. Following extinguishment in accordance with this Clause 9.1, neither the terms Broker Dealer of Record or any other person acting on its behalf shall be entitled to take any further steps against the Issuer or any of its officers, shareholders, corporate service providers or directors to recover any further sum in respect of the Security Agreement. If the proceeds following the realization of such EFSPV Assets and application thereof in accordance with the Security Agreement and Financing Agreement (the "Net Proceeds") are insufficient to discharge all payments which, but for the effect of this clause, would then be due and payable to Agent hereunder (the "Amounts Due"), then the obligations of EFSPV to Agent hereunder shall be limited to the amounts available from the Net Proceeds extinguished claim and no debt shall be owed to Agent any such persons by EFSPV for any the Issuer in respect of such further sum. Agent shall not take any action or commence any proceedings against EFSPV to recover any Amounts Due except as expressly permitted by the provisions of this Agreement. Agent shall not take any action or commence any proceedings or petition a court for the liquidation of EFSPV, nor enter into any arrangement, reorganization or insolvency proceedings in relation to EFSPV whether under the laws of the Cayman Islands or other applicable bankruptcy laws until after the later to occur of the payment of all of the Amounts Due or the application of all of the Net Proceeds. Agent hereby acknowledges and agrees that the EFSPV's obligations under this Agreement are solely the corporate obligations of EFSPV, and that Agent shall not have any recourse against any of the directors, officers or employees of EFSPV for any claims, losses, damages, liabilities, indemnities or other obligations whatsoever in connection with any transactions contemplated by this Agreement. [Signature Page Follows].

Limited Recourse and Non-Petition. Agent shall have Notwithstanding any other provision of this Agreement or any other document to which it may be a party, the obligations of each IP Party from time to time and at any time hereunder are limited recourse only to the net obligations of such IP Party and are payable solely from its assets available at such time and amounts derived therefrom and following realization of EFSPV (other than any Collateral excluded pursuant to Section 2.1 its assets, and application of the Security Agreement) (the "EFSPV Assets") following the realization of Collateral in accordance with the terms of the Security Agreement. If the proceeds following the realization of such EFSPV Assets and application thereof in accordance with the Security Agreement this Agreement, all obligations of and Financing Agreement (the "Net Proceeds") are insufficient to discharge all payments whichany remaining claims against such IP Party hereunder or in connection herewith after such realization shall be extinguished and shall not thereafter revive. No recourse shall be had against any officer, but director, employee, shareholder, administrator or incorporator of any IP Party or their respective successors or assigns for the effect any amounts payable hereunder. Notwithstanding any other provision of this clauseAgreement, would then be due and payable to Agent hereunder (the "Amounts Due")no Person may, then the obligations of EFSPV to Agent hereunder shall be limited prior to the amounts available date which is one year (or if longer, any applicable preference period) and one day after the discharge of all Secured Obligations, institute against, or join any other Person in instituting against, any IP Party any bankruptcy, winding up, reorganization, restructuring, arrangement, insolvency, moratorium or liquidation (including provisional liquidation) proceedings, or other proceedings under any Bankruptcy Laws. Nothing in this Section 8.16 shall preclude, or be deemed to estop, any Obligor from the Net Proceeds and no debt shall be owed to Agent by EFSPV for any further sum. Agent shall not take taking any action or commence prior to the expiration of the aforementioned period in any proceedings under any Bankruptcy Laws filed or commenced by any other non-affiliated Person, or from commencing against EFSPV to recover any Amounts Due except as expressly permitted by IP Party or any of its properties any legal action which is not a bankruptcy, winding up, reorganization, arrangement, insolvency, moratorium, restructuring or liquidation (including provisional liquidation) proceedings or any equivalent proceedings. It is understood that the foregoing provisions of this Agreement. Agent Section 7.05 shall not take any action or commence any proceedings or petition a court (A) prevent recourse to the assets of an IP Party for the liquidation of EFSPV, nor enter into any arrangement, reorganization sums due or insolvency proceedings in relation to EFSPV whether become due under the laws Transaction Documents or (B) constitute a waiver, release or discharge of any obligation hereunder until the Cayman Islands or other applicable bankruptcy laws until after the later to occur assets of the payment of all of the Amounts Due or the application of all of the Net Proceedssuch IP Party have been realized. Agent hereby acknowledges and agrees It is further understood that the EFSPV's obligations under foregoing provisions of this Agreement are solely the corporate obligations of EFSPV, and that Agent Section 8.16 shall not have limit the right of any recourse Person to name an IP Party as a party defendant in any proceeding under any Bankruptcy Laws or in the exercise of any other remedy hereunder, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against any such Person. The provisions of this Section 8.16 shall survive the directors, officers or employees termination of EFSPV for any claims, losses, damages, liabilities, indemnities or other obligations whatsoever in connection with any transactions contemplated by this Agreement. [Signature Page Follows].

Limited Recourse and Non-Petition. Agent shall have recourse only to (a) Notwithstanding any other provision of this Agreement, the net assets of EFSPV (other than any Collateral excluded pursuant to Section 2.1 Servicer, the Special Servicer, the Operating Advisor, the Note Administrator, and the Trustee hereby agree and acknowledge that the obligations of the Security Agreement) (Issuer under this Agreement are limited recourse obligations of the "EFSPV Assets") following Issuer payable solely from the realization of Collateral Commercial Real Estate Loans as contemplated hereby or in accordance with the terms Priority of Payments (as defined in the Security Agreement. If the proceeds following the realization of such EFSPV Assets and application thereof in accordance with the Security Agreement and Financing Agreement (the "Net Proceeds") are insufficient to discharge all payments which, but for the effect of this clause, would then be due and payable to Agent hereunder (the "Amounts Due"Indenture), then the obligations of EFSPV to Agent hereunder shall be limited to the amounts available from the Net Proceeds and no debt shall be owed to Agent by EFSPV for any further sum. Agent shall not take any action or commence any proceedings against EFSPV to recover any Amounts Due except as expressly permitted by the provisions of this Agreement. Agent shall not take any action or commence any proceedings or petition a court for the liquidation of EFSPVand, nor enter into any arrangement, reorganization or insolvency proceedings in relation to EFSPV whether under the laws of the Cayman Islands or other applicable bankruptcy laws until after the later to occur of the payment following realization of all of the Amounts Due or the application of Commercial Real Estate Loans, all obligations of the Net Proceeds. Agent hereby acknowledges Issuer and agrees that all claims of Servicer, the EFSPV's obligations Special Servicer, the Advancing Agent, the Operating Advisor, the Note Administrator and the Trustee against the Issuer under this Agreement are shall be extinguished and shall not thereafter revive. Each of the Servicer, the Special Servicer, the Advancing Agent, the Operating Advisor, the Note Administrator and the Trustee hereby agrees and acknowledges that the Issuer’s obligations hereunder will be solely the corporate obligations of EFSPVthe Issuer, and that Agent shall not none of the Servicer, the Special Servicer, the Advancing Agent, the Operating Advisor, the Note Administrator or the Trustee will have any recourse against to any of the directors, officers officers, employees, shareholders or employees Affiliates of EFSPV for the Issuer with respect to any claims, losses, damages, liabilities, indemnities or other obligations whatsoever in connection with any transactions transaction contemplated by hereby. (b) Notwithstanding any other provision of this Agreement, the Servicer, the Special Servicer, the Advancing Agent, the Operating Advisor and the Trustee hereby agree not to file, cause the filing of or join in any petition in bankruptcy against the Issuer for the non- payment to the Servicer, the Special Servicer, the Operating Advisor, or the Trustee of any amounts due pursuant to this Agreement until at least one year and one day, or, if longer, the applicable preference period then in effect (including any period established pursuant to the laws of the Cayman Islands), after the payment in full of all Notes. [Signature Page Follows]00000000.00.XXXXXXXX -120-

Limited Recourse and Non-Petition. Agent shall have recourse only to the net assets of EFSPV ESPV (other than any Collateral excluded pursuant to Section 2.1 of the Security Agreement) (the "EFSPV “ESPV Assets"”) following the realization of Collateral in accordance with the terms of the Security Agreement. If the proceeds following the realization of such EFSPV ESPV Assets and application thereof in accordance with the Security Agreement and Financing Agreement (the "“Net Proceeds"”) are insufficient to discharge all payments which, but for the effect of this clause, would then be due and payable to Agent hereunder (the "“Amounts Due"”), then the obligations of EFSPV ESPV to Agent hereunder shall be limited to the amounts available from the Net Proceeds and no debt shall be owed to Agent by EFSPV ESPV for any further sum. Agent shall not take any action or commence any proceedings against EFSPV ESPV to recover any Amounts Due except as expressly permitted by the provisions of this Agreement. Agent shall not take any action or commence any proceedings or petition a court for the liquidation of EFSPVESPV, nor enter into any arrangement, reorganization reorganisation or insolvency proceedings in relation to EFSPV ESPV whether under the laws of the Cayman Islands or other applicable bankruptcy laws until after the later to occur of the payment of all of the Amounts Due or the application of all of the Net Proceeds. Agent hereby [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. acknowledges and agrees that the EFSPV's ESPV’s obligations under this Agreement are solely the corporate obligations of EFSPVESPV, and that Agent shall not have any recourse against any of the directors, officers or employees of EFSPV ESPV for any claims, losses, damages, liabilities, indemnities or other obligations whatsoever in connection with any transactions contemplated by this Agreement. [Signature Page Follows]] [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

Limited Recourse and Non-Petition. Agent EFF shall have recourse only to the net assets of EFSPV (other than any Collateral excluded pursuant to Section 2.1 of the Security Agreement) (the "EFSPV Assets") following the realization of Collateral in accordance with the terms of the Security Agreement. If the proceeds following the realization of such EFSPV Assets and application thereof in accordance with the Security Agreement and Financing Agreement (the "Net Proceeds") are insufficient to discharge all payments which, but for the effect of this clause, would then be due and payable to Agent EFF hereunder (the "Amounts Due"), then the obligations of EFSPV to Agent EFF hereunder shall be limited to the amounts available from the Net Proceeds and no debt shall be owed to Agent EFF by EFSPV for any further sum. Agent EFF shall not take any action or commence any proceedings against EFSPV to recover any Amounts Due except as expressly permitted by the provisions of this Agreement. Agent EFF shall not take any action or commence any proceedings or petition a court for the liquidation of EFSPV, nor enter into any arrangement, reorganization or insolvency proceedings in relation to EFSPV whether under the laws of the Cayman Islands or other applicable bankruptcy laws until after the later to occur of the payment of all of the Amounts Due or the application of all of the Net Proceeds. Agent EFF hereby acknowledges and agrees that the EFSPV's obligations under this Agreement are solely the corporate obligations of EFSPV, and that Agent EFF shall not have any recourse against any of the directors, officers or employees of EFSPV for any claims, losses, damages, liabilities, indemnities or other obligations whatsoever in connection with any transactions contemplated by this Agreement. [Signature Page Follows]<Signatures on Next Page> 15651.005 4829-8396-4018.2 12

Limited Recourse and Non-Petition. Agent The Seller shall have recourse only to the net assets of EFSPV the Purchase (other than any Collateral excluded pursuant to Section 2.1 of the Security Agreement) (the "EFSPV “Purchaser Assets"”) following the realization of Collateral in accordance with the terms of the Security Agreement. If the proceeds following the realization of such EFSPV Purchaser Assets and application thereof in accordance with the Security Agreement and Financing Agreement (the "“Net Proceeds"”) are insufficient to discharge all payments which, but for the effect of this clause, would then be due and payable to Agent hereunder the Seller herunder (the "“Amounts Due"”), then the obligations obligation of EFSPV the Purchaser to Agent the Seller hereunder shall be limited to the amounts available from the Net Proceeds and no debt shall be owed to Agent the Seller by EFSPV the Purchaser for any further sum. Agent The Seller shall not take any action or commence any proceedings against EFSPV the Purchaser to recover any Amounts Due except as expressly permitted by the provisions of this Agreement. Agent The Seller shall not take any action or commence any proceedings or petition a court for the liquidation of EFSPVPurchaser, nor enter into any arrangement, reorganization reorganisation or insolvency proceedings in relation to EFSPV the Purchaser whether under the laws of the Cayman Islands or other applicable bankruptcy laws until after the later to occur of the payment of all of the Amounts Due or the application of all of the Net Proceeds. Agent The Seller hereby acknowledges and agrees that the EFSPV's Purchaser’s obligations under this Agreement are solely the corporate obligations of EFSPVthe Purchaser, and that Agent the Seller shall not have any recourse against any of the directors, officers or employees of EFSPV the Purchaser for any claims, losses, damages, liabilities, indemnities or other obligations whatsoever in connection with any transactions contemplated by this Agreement. [Signature Page Follows]****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

Limited Recourse and Non-Petition. Agent (a) Solely with respect to EF SPV, the Secured Parties (as defined in the US Security Agreement) shall have recourse only to the net assets proceeds of EFSPV (other than any Collateral excluded pursuant to Section 2.1 of the Security Agreement) (the "EFSPV Assets") following the realization of Collateral of EF SPV once the proceeds have been applied in accordance with the terms of the US Security AgreementAgreement (the “Net Proceeds”). If the proceeds following the realization of such EFSPV Assets and application thereof in accordance with the Security Agreement and Financing Agreement (the "Net Proceeds") Proceeds are insufficient to discharge all payments which, but for the effect of this clause, would then be due and payable to Agent hereunder (the "“Amounts Due"”), then the obligations obligation of EFSPV to Agent hereunder EF SPV shall be limited to the amounts available from the Net Proceeds and no debt shall be owed to Agent the Secured Parties by EFSPV EF SPV for any further sum. Agent The Secured Parties shall not take any action or commence any proceedings against EFSPV EF SPV to recover any Amounts Due amounts due and payable by EF SPV under this Agreement except as expressly permitted by the provisions of this Agreement. Agent The Secured Parties shall not take any action or commence any proceedings or petition a court for the liquidation of EFSPVEF SPV, nor enter into any arrangement, reorganization or insolvency proceedings in relation to EFSPV EF SPV whether under the laws of the Cayman Islands or other applicable bankruptcy laws until after the later to occur of the payment of all of the Amounts Due or the application of all of the Net Proceeds. Agent hereby acknowledges and agrees that the EFSPV's obligations under this Agreement are solely the corporate obligations of EFSPV[****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, and that Agent shall not have any recourse against any of the directorsMARKED BY BRACKETS, officers or employees of EFSPV for any claimsHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, losses, damages, liabilities, indemnities or other obligations whatsoever in connection with any transactions contemplated by this Agreement. [Signature Page Follows]AS AMENDED