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

Limited Recourse and Non-Petition. (a) The Secured Parties shall have recourse only to the proceeds of the realization of Collateral once the proceeds have been applied in accordance with the terms of the Pledge and Security Agreement (the “Net Proceeds”). If the Net Proceeds are insufficient to discharge all payments which, but for the effect of this clause, would then be due (the “Amounts Due”), the obligation of the Company shall be limited to the amounts available from the Net Proceeds and no debt shall be owed to the Secured Parties by the Company for any further sum. The Secured Parties shall not take any action or commence any proceedings against the Company to recover any amounts due and payable by the Company under this Agreement except as expressly permitted by the provisions of this Agreement. The Secured Parties shall not take any action or commence any proceedings or petition a court for the liquidation of the Company, nor enter into any arrangement, reorganization or insolvency proceedings in relation to the Company 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. (b) The Secured Parties hereby acknowledge and agree that the Company’s obligations under the Transaction Documents are solely the corporate obligations of the Company, and that the Secured Parties shall not have any recourse against any of the directors, officers or employees of the Company for any claims, losses, damages, liabilities, indemnities or other obligations whatsoever in connection with any transactions contemplated by the Transaction Documents.

Limited Recourse and Non-Petition. (a) The Secured Parties shall have recourse only to the proceeds of the realization of Collateral once the proceeds have been applied in accordance with the terms of the Pledge and Security this Agreement (the “Net Proceeds”). If the Net Proceeds are insufficient to discharge all payments which, but for the effect of this clause, would then be due (the “Amounts Due”), the obligation of the Company shall be limited to the amounts available from the Net Proceeds and no debt shall be owed to the Secured Parties by the Company for any further sum. The Secured Parties shall not take any action or commence any proceedings against the Company to recover any amounts due and payable by the Company under this Agreement except as expressly permitted by the provisions of this Agreement. The Secured Parties shall not take any action or commence any proceedings or petition a court for the liquidation of the Company, nor enter into any arrangement, reorganization or insolvency proceedings in relation to the Company 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. (b) The Secured Parties hereby acknowledge and agree that the Company’s 's obligations under the Transaction Documents are solely the corporate obligations of the Company, and that the Secured Parties shall not have any recourse against any of the directors, officers or employees of the Company for any claims, losses, damages, liabilities, indemnities or other obligations whatsoever in connection with any transactions contemplated by the Transaction Documents.

Limited Recourse and Non-Petition. 18.1 The Corporate Services Provider, the Security Trustee and the Shareholder acknowledge that all payments of principal and/or interest to be made by Issuer under the Notes, securities and relevant Transaction Documents and all payments to be made by Issuer under or in connection with the relevant Transaction Documents (aincluding this Agreement) The Secured Parties shall have recourse will be payable only from, and to the extent of, the sums paid to, or net proceeds recovered by or on behalf of, the Issuer or the Security Trustee in respect of the realization Issuer's assets and from the available sums. 18.2 The payments, rights or claims to/of Collateral once the Corporate Services Provider, the Security Trustee or the Shareholder due pursuant to this Agreement and relating to a specific Compartment or having been allocated to a specific Compartment on a pro rata basis or another permitted form in accordance with, and as permitted under the articles of association of the Issuer ("Compartment Claims"), will be made in accordance with the relevant order of priority (as defined and determined in the relevant Transaction Documents) and the recourse of the Corporate Services Provider, the Security Trustee or the Shareholder against the Issuer for such Compartment Claims will be limited according to the applicable limited recourse provisions contained in the relevant Transaction Documents entered into in respect of such Compartment. 18.3 In any event the recourse of the Corporate Services Provider, the Security Trustee or the Shareholder for any payments, claims or rights relating to a Compartment or which have arisen in connection with the creation, the operation or the liquidation of such Compartment and any Compartment Claims, is at least limited to the assets of such Compartment (the "Compartment Assets") and the recourse of the Corporate Services Provider, the Security Trustee or the Shareholder in case claims have not arisen in connection with the creation, the operation or the liquidation of a Compartment and which are not Compartment Claims either (the "General Claims"), is limited to the assets of the Issuer not related to a Compartment (the "General Estate Assets"). 18.4 After the Issuer's available assets (Compartment Assets, if related to a specific Compartment), have been realised and the net proceeds have been applied distributed in accordance with the terms of the Pledge and Security Agreement (relevant Transaction Documents and, always subject to the “Net Proceeds”). If the Net Proceeds are insufficient to discharge all payments which, but for the effect of this clause, would then be due (the “Amounts Due”)relevant limited recourse provisions, the obligation of Corporate Services Provider, the Company shall be limited to Security Trustee or the amounts available from the Net Proceeds and no debt shall be owed to the Secured Parties by the Company for any further sum. The Secured Parties shall Shareholder may not take any action or commence any proceedings further steps against the Company Issuer to recover any amounts due and payable by sum still unpaid. In case of General Claims, if there are no funds available for payment in the Company under this Agreement except as expressly permitted by General Estate Assets, the provisions of this Agreement. The Secured Parties shall Corporate Services Provider, the Security Trustee or the Shareholder may not take any action further steps against the Issuer to recover any General Claims still unpaid. 18.5 The Corporate Services Provider, the Security Trustee or commence the Shareholder shall not be entitled to petition or take any proceedings or petition a court other step for the winding up, dissolution, court protection, examinership, reorganization, liquidation, bankruptcy or insolvency of the Issuer or the appointment of a receiver, administrator, administrative receiver, liquidator, examiner, sequestrator or similar officer in respect of the Issuer or of any of its revenues or assets, provided that the Corporate Services Provider, the Security Trustee or the Shareholder may prove or lodge a claim in liquidation of the Company, nor enter into any arrangement, reorganization or insolvency proceedings in relation to the Company 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 ProceedsIssuer initiated by another party. (b) The Secured Parties hereby acknowledge and agree that the Company’s obligations under the Transaction Documents are solely the corporate obligations of the Company, and that the Secured Parties shall not have any recourse against any of the directors, officers or employees of the Company for any claims, losses, damages, liabilities, indemnities or other obligations whatsoever in connection with any transactions contemplated by the Transaction Documents.

Limited Recourse and Non-Petition. (a) The Secured Parties shall have recourse only to the proceeds of the realization of Collateral once the proceeds have been applied in accordance with the terms of the Pledge and Security Agreement (the “"Net Proceeds”"). If the Net Proceeds are insufficient to discharge all payments which, but for the effect of this clause, would then be due (the “"Amounts Due”"), the obligation of the Company Borrower shall be limited to the amounts available from the Net Proceeds and no debt shall be owed to the Secured Parties by the Company Borrower for any further sum. The Secured Parties shall not take any action or commence any proceedings against the Company Borrower to recover any amounts due and payable by the Company Borrower under this the Financing Agreement except as expressly permitted by the provisions of this the Financing Agreement. The Secured Parties shall not take any action or commence any proceedings or petition a court for the liquidation of the CompanyBorrower, nor enter into any arrangement, reorganization or insolvency proceedings in relation to the Company Borrower 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. (b) The Secured Parties hereby acknowledge and agree that the CompanyBorrower’s obligations under the Transaction Documents are solely the corporate obligations of the CompanyBorrower, and that the Secured Parties shall not have any recourse against any of the directors, officers or employees of the Company Borrower for any claims, losses, damages, liabilities, indemnities or other obligations whatsoever in connection with any transactions contemplated by the Transaction Documents.

Limited Recourse and Non-Petition. (a) The Secured Parties shall have recourse only 24.1 In respect of each Series of Certificates and generally in relation to the proceeds of the realization of Collateral once the proceeds have been applied in accordance with the terms of the Pledge and Security Agreement (the “Net Proceeds”). If the Net Proceeds are insufficient to discharge all payments which, but for the effect of this clause, would then be due (the “Amounts Due”), the obligation of the Company shall be limited to the amounts available from the Net Proceeds and no debt shall be owed to the Secured Parties by the Company for any further sum. The Secured Parties shall not take any action or commence any proceedings against the Company to recover any amounts due and payable by the Company under this Agreement except as expressly permitted by the provisions of this Agreement, each Agent, the Obligor, the Trustee and the Delegate agrees that notwithstanding anything to the contrary contained herein or in any other Transaction Document: (a) no payment of any amount whatsoever shall be made by the Trustee or the Delegate or any shareholders, directors, officers, employees, agents or affiliates on their behalf except to the extent funds are available therefor from the relevant Trust Assets. The Secured Parties parties hereto further acknowledge and agree that no recourse shall not take any action or commence any proceedings or petition a court be had for the liquidation of the Company, nor enter into any arrangement, reorganization or insolvency proceedings in relation to the Company whether under the laws of the Cayman Islands or other applicable bankruptcy laws until after the later to occur of the payment of any amount due and payable hereunder or under any Transaction Document, whether for the payment of any fee or other amount hereunder or any other obligation or claim arising out of or based upon the Transaction Documents, against the Trustee to the extent the relevant Trust Assets have been exhausted, following which all obligations of the Amounts Due or the application of all of the Net Proceeds.Trustee shall be extinguished; (b) the Trustee may not sell, transfer, assign or otherwise dispose of the Trust Assets or any part thereof (save as permitted pursuant to Transaction Documents) to a third-party, and may only realise its interests, rights, title, benefits and entitlements, present and future, in, to and under the Trust Assets in the manner expressly provided in the Transaction Documents; (c) if the proceeds of the Trust Assets are insufficient to make all payments due in respect of the Certificates, none of the parties hereto will have any recourse to any assets of the Trustee (other than the relevant Trust Assets) or the Delegate or the Agents or any of their respective directors, officers, employees, agents, shareholders or affiliates, in respect of any shortfall or otherwise; (d) None of the parties hereto will be able to petition for, institute, or join with any other person in instituting proceedings for, the reorganisation, arrangement, liquidation, bankruptcy, winding-up or receivership or other proceedings under any bankruptcy or similar law against the Trustee the Delegate, the Agents or any of their respective directors, officers, employees, agents, shareholders or affiliates as a consequence of such shortfall or otherwise; (e) no recourse (whether by institution or enforcement of any legal proceedings or assessment or otherwise) in respect of any breaches of any duty, obligation or undertaking of the Trustee or the Delegate arising under or in connection with the Transaction Documents by virtue of any customary law, statute or otherwise shall be had against any shareholder, officer, employee, agent, director or corporate services provider of the Trustee or the Delegate in their capacity as such. The Secured Parties hereby acknowledge obligations of the Trustee and agree that the Company’s obligations Delegate under the Transaction Documents are solely the corporate or limited liability obligations of the Company, Trustee or the Delegate (as applicable) and that no personal liability shall attach to or be incurred by the Secured Parties shall not have any recourse against any officers or directors of the directorsTrustee or the Delegate (as applicable) in their capacity as such, officers or employees save in the case of the Company for any claims, losses, damages, liabilities, indemnities relevant party’s wilful default or other obligations whatsoever actual fraud. Reference in connection with any transactions contemplated by the Transaction Documents.this sub-paragraph 24.1

Limited Recourse and Non-Petition. (a) The Secured Parties shall have recourse only to the proceeds of the realization of Collateral once the proceeds have been applied in accordance with the terms of the Pledge and Security Agreement (the “Net Proceeds”). If the Net Proceeds are insufficient to discharge all payments which, but for the effect of this clause, would then be due (the “Amounts Due”), the obligation of the Company shall be limited to the amounts available from the Net Proceeds and no debt shall be owed to the Secured Parties by the Company for any further sum. The Secured Parties shall not take any action or commence any proceedings against the Company to recover any amounts due and payable by the Company under this Agreement except as expressly permitted by the provisions of this Agreement. The Secured Parties shall not take any action or commence any proceedings or petition a court for the liquidation of the Company, nor enter into any arrangement, reorganization or insolvency proceedings in relation to the Company 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. (b) The Secured Parties hereby acknowledge and agree that the Company’s obligations under the Transaction Documents are solely the corporate obligations of the Company, and that the Secured Parties shall not have any recourse against any of the directors, officers or employees of the Company for any claims, losses, damages, liabilities, indemnities or other obligations whatsoever in connection with any transactions contemplated by the Transaction Documents.. [Signature Pages Follow]

Limited Recourse and Non-Petition. (a) The Secured Parties Agent shall have recourse only to the proceeds 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 once the proceeds have been applied in accordance with the terms of the Pledge 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”). If 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 obligation obligations of the Company EFSPV to Agent hereunder shall be limited to the amounts available from the Net Proceeds and no debt shall be owed to the Secured Parties Agent by the Company EFSPV for any further sum. The Secured Parties Agent shall not take any action or commence any proceedings against the Company EFSPV to recover any amounts due and payable by the Company under this Agreement Amounts Due except as expressly permitted by the provisions of this Agreement. The Secured Parties Agent shall not take any action or commence any proceedings or petition a court for the liquidation of the CompanyEFSPV, nor enter into any arrangement, reorganization or insolvency proceedings in relation to the Company 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. (b) The Secured Parties . Agent hereby acknowledge acknowledges and agree agrees that the Company’s EFSPV's obligations under the Transaction Documents this Agreement are solely the corporate obligations of the CompanyEFSPV, and that the Secured Parties Agent shall not have any recourse against any of the directors, officers or employees of the Company EFSPV for any claims, losses, damages, liabilities, indemnities or other obligations whatsoever in connection with any transactions contemplated by the Transaction Documentsthis Agreement.

Limited Recourse and Non-Petition. (a) The Secured Parties shall have recourse only to the proceeds of the realization of Collateral once the proceeds have been applied in accordance with the terms of the Pledge and Security Agreement (the “"Net Proceeds”"). If the Net Proceeds are insufficient to discharge all payments which, but for the effect of this clause, would then be due (the “"Amounts Due”"), the obligation of the Company Borrowers shall be limited to the amounts available from the Net Proceeds and no debt shall be owed to the Secured Parties by the Company Borrowers for any further sum. The Secured Parties shall not take any action or commence any proceedings against the Company Borrowers to recover any amounts due and payable by the Company Borrowers under this the Financing Agreement except as expressly permitted by the provisions of this the Financing Agreement. The Secured Parties shall not take any action or commence any proceedings or petition a court for the liquidation of the CompanyBorrowers, nor enter into any arrangement, reorganization or insolvency proceedings in relation to the Company Borrowers 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. (b) The Secured Parties hereby acknowledge and agree that the Company’s Borrowers’ obligations under the Transaction Documents are solely the corporate obligations of the CompanyBorrowers, and that the Secured Parties shall not have any recourse against any of the directors, officers or employees of the Company Borrowers for any claims, losses, damages, liabilities, indemnities or other obligations whatsoever in connection with any transactions contemplated by the Transaction Documents.

Limited Recourse and Non-Petition. (a) The Secured Parties E@W shall have recourse only to the proceeds net assets of ESPV (other than any Collateral excluded pursuant to Section 2.1 of the Security Agreement) (the “ESPV Assets”) following the realization of Collateral once the proceeds have been applied in accordance with the terms of the Pledge and Security Agreement Agreement. If the proceeds following the realization of such ESPV Assets (the “Net Proceeds”). If the Net Proceeds ) are insufficient to discharge all payments which, but for the effect of this clause, would then be due and payable to E@W hereunder (the “Amounts Due”), the obligation obligations of the Company ESPV to E@W hereunder shall be limited to the amounts available from the Net Proceeds and no debt shall be owed to the Secured Parties E@W by the Company ESPV for any further sum. The Secured Parties E@W shall not take any action or commence any proceedings against the Company ESPV to recover any amounts due and payable by the Company under this Agreement Amounts Due except as expressly permitted by the provisions of this Agreement. The Secured Parties E@W shall not take any action or commence any proceedings or petition a court for the liquidation of the CompanyESPV, nor enter into any arrangement, reorganization or insolvency proceedings in relation to the Company 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. (b) The Secured Parties . E@W hereby acknowledge acknowledges and agree agrees that the CompanyESPV’s obligations under the Transaction Documents this Agreement are solely the corporate obligations of the CompanyESPV, and that the Secured Parties E@W shall not have any recourse against any of the directors, officers or employees of the Company ESPV for any claims, losses, damages, liabilities, indemnities or other obligations whatsoever in connection with any transactions contemplated by the Transaction Documentsthis Agreement. [****] = 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. 7.1 Subject to the Transaction Documents and the Conditions, only the Security Trustee may pursue the remedies available under the general law or under the Security Documents to enforce the Security and no party to this Agreement shall be entitled to institute any Insolvency Event directly against the Issuer, or take any other action other than as permitted by the Transaction Documents, to enforce the Security. Each party to this Agreement (other than the Issuer and the Security Trustee) agrees with and acknowledges to each of the Issuer and the Security Trustee, and the Security Trustee agrees with and acknowledges to the Issuer, that: (a) The Secured Parties none of the parties to this Agreement (other than as provided for by the Conditions) are entitled, otherwise than as permitted by the Transaction Documents, to direct the Security Trustee to enforce the Security or take any proceedings against the Issuer to enforce the Security; (b) none of the parties to this Agreement (other than the Security Trustee) shall have recourse only the right to take or join any person in taking any steps against the Issuer for the purpose of obtaining payment of any amount due from the Issuer to any of such parties; (c) none of the parties to this Agreement nor any person on their behalf shall initiate or join any person in initiating any insolvency or examinership or similar proceedings in relation to the Issuer or the appointment of an insolvency official in relation to the Issuer other than a Receiver appointed under the Principal Trust Deed; and (d) none of the parties to this Agreement shall be entitled to take or join in the taking of any corporate action, legal proceedings or other procedure or step which would result in the applicable Priorities of Payments not being complied with (except where expressly provided in a Transaction Document), unless the Security Trustee, having become bound to enforce the performance of any of the Conditions or any of the provisions of the Transaction Documents and/or to take any other proceedings, fails to do so within 60 days or is unable to do so, and such failure or inability is continuing save for lodging a claim in the liquidation of the Issuer which is initiated by another non-Transaction Party or taking proceedings to obtain a declaration or judgment as to the obligations of the Issuer in relation thereto. 7.2 Notwithstanding anything to the contrary herein or in any other Transaction Document, each of the parties to this Agreement (other than the Issuer and the Security Trustee) hereby acknowledges and agrees that if the net proceeds of realisation of the realization Security constituted by the Security Documents are less than the aggregate amount payable by the Issuer in respect of Collateral once its claims, debts, liabilities and obligations pursuant to the Transaction Documents (such negative amount being referred to herein as a “Shortfall”), the amount payable by the Issuer in respect of its claims, debts, liabilities and obligations pursuant to the Transaction Documents shall be reduced to such amount of the net proceeds have been as shall be applied in accordance with the terms applicable Priority of the Pledge Payment, and Security Agreement such parties shall not (the “Net Proceeds”). If the Net Proceeds are insufficient directly or indirectly) be entitled to discharge all payments which, but for the effect of this clause, would then be due (the “Amounts Due”), the obligation of the Company shall be limited to the amounts available from the Net Proceeds and no debt shall be owed to the Secured Parties by the Company for take any further sum. The Secured Parties shall not take any action or commence any proceedings steps against the Company Issuer to recover any amounts such Shortfall, which shall cease to be due and payable by the Company Issuer. 7.3 Each of the parties hereto (excluding the Issuer) agrees that it will not, in relation to any Series of Notes, institute against the Issuer or join any other person in instituting against the Issuer any winding-up arrangement, re-organisation, liquidation, bankruptcy, insolvency or other proceedings under this Agreement except any similar law for so long as expressly permitted by any Notes of any Series are outstanding or for one year plus one day after the provisions latest date on which any Note of any Series is due to mature. 7.4 This clause 7 shall survive notwithstanding the redemption of any Series or the termination or expiration of this Agreement. The Secured Parties shall not take any action or commence any proceedings or petition a court for the liquidation of the Company, nor enter into any arrangement, reorganization or insolvency proceedings in relation to the Company 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. (b) The Secured Parties hereby acknowledge and agree that the Company’s obligations under the Transaction Documents are solely the corporate obligations of the Company, and that the Secured Parties shall not have any recourse against any of the directors, officers or employees of the Company for any claims, losses, damages, liabilities, indemnities or other obligations whatsoever in connection with any transactions contemplated by the Transaction Documents.

Limited Recourse and Non-Petition. 14.1 In respect of any claim against the Issuer in connection with this Agreement or otherwise (a) The Secured howsoever arising), and notwithstanding any other provision of this Agreement, the Parties shall have recourse only to the proceeds Secured Property in respect of the realization Gold Securities, and not to any other assets of Collateral once the proceeds have been applied Issuer. If, following realisation in full of the Secured Property (whether by way of liquidation or enforcement) and application of available cash sums in accordance with the terms Security Deed, as applicable, any outstanding claim against the Issuer, whether secured or unsecured, remains unpaid, then such outstanding claim shall be extinguished and no debt shall be owed by the Issuer in respect thereof. Following the extinguishment of any such claim, no Party or any other person acting on behalf of any of them 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 Pledge and Security Agreement (the “Net Proceeds”). If the Net Proceeds are insufficient to discharge all payments which, but for the effect of this clause, would then be due (the “Amounts Due”), the obligation of the Company shall be limited to the amounts available from the Net Proceeds extinguished claim and no debt shall be owed to the Secured Parties any such persons by the Company for any Issuer in respect of such further sum. The Secured Parties shall not take . 14.2 No Party or any action person acting on behalf of any of them may, at any time, bring, institute or commence join with any other person in bringing, instituting or joining insolvency, administration, bankruptcy, winding-up, examinership or any other similar proceedings against the Company to recover any amounts due and payable by the Company under this Agreement except as expressly permitted by the provisions of this Agreement. The Secured Parties shall not take any action (whether court-based or commence any proceedings or petition a court for the liquidation of the Company, nor enter into any arrangement, reorganization or insolvency proceedings otherwise) in relation to the Company whether under Issuer or any of its assets, and none of them shall have any claim arising with respect to the laws of sums, assets and/or property attributable to any other securities issued by the Cayman Islands or other applicable bankruptcy laws until after Issuer (save for any further securities which form a single Class with the later to occur of the payment of all of the Amounts Due or the application of all of the Net ProceedsGold Securities). (b) 14.3 The provisions of this Clause 14 shall survive notwithstanding the termination or expiration of this Agreement. 14.4 For the purposes of this Clause 14, Secured Parties hereby acknowledge and agree that Property shall have the Company’s obligations under meaning given in the Transaction Documents are solely the corporate obligations of the Company, and that the Secured Parties shall not have any recourse against any of the directors, officers or employees of the Company for any claims, losses, damages, liabilities, indemnities or other obligations whatsoever in connection with any transactions contemplated by the Transaction DocumentsConditions.

Limited Recourse and Non-Petition. (a) The Secured Parties shall have recourse only to the proceeds of the realization of Collateral once the proceeds have been applied in accordance with the terms of the Pledge and Security Agreement (the “Net Proceeds”). If the Net Proceeds are insufficient to discharge all payments which, but for the effect of this clause, would then be due (the “Amounts Due”), the obligation of the Company Borrower shall be limited to the amounts available from the Net Proceeds and no debt shall be owed to the Secured Parties by the Company Borrower for any further sum. The Secured Parties shall not take any action or commence any proceedings against the Company Borrower to recover any amounts due and payable by the Company Borrower under this the Financing Agreement except as expressly permitted by the provisions of this the Financing Agreement. The Secured Parties shall not take any action or commence any proceedings or petition a court for the liquidation of the CompanyBorrower, nor enter into any arrangement, reorganization or insolvency proceedings in relation to the Company Borrower 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. (b) The Secured Parties hereby acknowledge and agree that the CompanyBorrower’s obligations under the Transaction Documents are solely the corporate obligations of the CompanyBorrower, and that the Secured Parties shall not have any recourse against any of the directors, officers or employees of the Company Borrower for any claims, losses, damages, liabilities, indemnities or other obligations whatsoever in connection with any transactions contemplated by the Transaction Documents. [****] = 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. 34.1 Subject to the Transaction Documents and the Conditions, only the Security Trustee may pursue the remedies available under general law or under the Security Documents to enforce the Security and no party to this Agreement shall be entitled to institute any Insolvency Event directly against the Issuer, or take any other action other than as permitted by the Transaction Documents, to enforce the Security. Each party to this Agreement (other than the Issuer and the Security Trustee) agrees with and acknowledges to each of the Issuer and the Security Trustee, and the Security Trustee agrees with and acknowledges to the Issuer, that: (a) The Secured Parties none of the parties to this Agreement (other than as provided for by the Conditions) are entitled, otherwise than as permitted by the Transaction Documents, to direct the Security Trustee to enforce the Security or take any proceedings against the Issuer to enforce the Security; (b) none of the parties to this Agreement (other than the Security Trustee) shall have recourse only the right to take or join any person in taking any steps against the Issuer for the purpose of obtaining payment of any amount due from the Issuer to any of such parties; (c) none of the parties to this Agreement nor any person on their behalf shall initiate or join any person in initiating any insolvency or examinership or similar proceedings in relation to the Issuer or the appointment of an insolvency official in relation to the Issuer other than a Receiver appointed under the Principal Trust Deed; and (d) none of the parties to this Agreement shall be entitled to take or join in the taking of any corporate action, legal proceedings or other procedure or step which would result in the applicable Priorities of Payments not being complied with (except where expressly provided in a Transaction Document), unless the Security Trustee, having become bound to enforce the performance of any of the Conditions or any of the provisions of the Transaction Documents and/or to take any other proceedings, fails to do so within 60 days or is unable to do so, and such failure or inability is continuing save for lodging a claim in the liquidation of the Issuer which is initiated by another non- Transaction Party or taking proceedings to obtain a declaration or judgment as to the obligations of the Issuer in relation thereto. 34.2 Notwithstanding anything to the contrary herein or in any other Transaction Document, each of the parties to this Agreement (other than the Issuer and the Security Trustee) hereby acknowledges and agrees that if the net proceeds of realisation of the realization Security constituted by the Security Documents are less than the aggregate amount payable by the Issuer in respect of Collateral once its claims, debts, liabilities and obligations pursuant to the Transaction Documents (such negative amount being referred to herein as a “Shortfall”), the amount payable by the Issuer in respect of its claims, debts, liabilities and obligations pursuant to the Transaction Documents shall be reduced to such amount of the net proceeds have been as shall be applied in accordance with the terms applicable Priority of the Pledge Payment, and Security Agreement such parties shall not (the “Net Proceeds”). If the Net Proceeds are insufficient directly or indirectly) be entitled to discharge all payments which, but for the effect of this clause, would then be due (the “Amounts Due”), the obligation of the Company shall be limited to the amounts available from the Net Proceeds and no debt shall be owed to the Secured Parties by the Company for take any further sum. The Secured Parties shall not take any action or commence any proceedings steps against the Company Issuer to recover any amounts such Shortfall, which shall cease to be due and payable by the Company Issuer with any claim, debt, liability and/or obligation against the Issuer considered extinguished. 34.3 Each of the parties hereto (excluding the Issuer) agrees that it will not, in relation to any Series of Notes, institute against the Issuer or any of its assets or join any other person in instituting against the Issuer any winding-up arrangement, re-organisation, liquidation, bankruptcy, insolvency or other proceedings under this Agreement except any similar law for so long as expressly permitted by any Notes of any Series are outstanding or for one year plus one day after the provisions latest date on which any Note of any Series is due to mature. 34.4 This clause 34 shall survive notwithstanding the redemption of any Series or the termination or expiration of this Agreement. The Secured Parties shall not take any action or commence any proceedings or petition a court for the liquidation of the Company, nor enter into any arrangement, reorganization or insolvency proceedings in relation to the Company 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. (b) The Secured Parties hereby acknowledge and agree that the Company’s obligations under the Transaction Documents are solely the corporate obligations of the Company, and that the Secured Parties shall not have any recourse against any of the directors, officers or employees of the Company for any claims, losses, damages, liabilities, indemnities or other obligations whatsoever in connection with any transactions contemplated by the Transaction Documents.

Limited Recourse and Non-Petition. (a) The Secured Parties shall have recourse only to the proceeds of the realization of Collateral once the proceeds have been applied in accordance with the terms of the Pledge and Security Agreement (the “"Net Proceeds”"). If the Net Proceeds are insufficient to discharge all payments which, but for the effect of this clause, would then be due (the “"Amounts Due”"), the obligation of the Company Borrower shall be limited to the amounts available from the Net Proceeds and no debt shall be owed to the Secured Parties by the Company Borrower for any further sum. The Secured Parties shall not take any action or commence any proceedings against the Company Borrower to recover any amounts due and payable by the Company Borrower under this the Financing Agreement except as expressly permitted by the provisions of this the Financing Agreement. The Secured Parties shall not take any action or commence any proceedings or petition a court for the liquidation of the CompanyBorrower, nor enter into any arrangement, reorganization or insolvency proceedings in relation to the Company Borrower 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. (b) The Secured Parties hereby acknowledge and agree that the CompanyBorrower’s obligations under the Transaction Documents are solely the corporate obligations of the CompanyBorrower, and that the Secured Parties shall not have any recourse against any of the directors, officers or employees of the Company Borrower for any claims, losses, damages, liabilities, indemnities or other obligations whatsoever in connection with any transactions contemplated by the Transaction Documents.

Limited Recourse and Non-Petition. (a) The Secured Parties shall have recourse only to the proceeds of the realization of Collateral once the proceeds have been applied in accordance with the terms of the Pledge and Security Agreement (the “Net Proceeds”). If the Net Proceeds are insufficient to discharge all payments which, but for the effect of this clause, would then be due (the “Amounts Due”), the obligation of the Company shall be limited to the amounts available from the Net Proceeds and no debt shall be owed to the Secured Parties by the Company for any further sum. The Secured Parties shall not take any action or commence any proceedings against the Company to recover any amounts due and payable by the Company under this Agreement except as expressly permitted by the provisions of this Agreement. The Secured Parties shall not take any action or US_142815097 commence any proceedings or petition a court for the liquidation of the Company, nor enter into any arrangement, reorganization or insolvency proceedings in relation to the Company 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. (b) The Secured Parties hereby acknowledge and agree that the Company’s obligations under the Transaction Documents are solely the corporate obligations of the Company, and that the Secured Parties shall not have any recourse against any of the directors, officers or employees of the Company for any claims, losses, damages, liabilities, indemnities or other obligations whatsoever in connection with any transactions contemplated by the Transaction Documents.

Limited Recourse and Non-Petition. 18.1 The Corporate Services Provider, the Security Trustee and the Shareholder acknowledge that all payments of principal and/or interest to be made by Issuer under the Notes, securities and relevant Transaction Documents and all payments to be made by Issuer under or in connection with the relevant Transaction Documents (aincluding this Agreement) The Secured Parties shall have recourse will be payable only from, and to the extent of, the sums paid to, or net proceeds recovered by or on behalf of, the Issuer or the Security Trustee in respect of the realization Issuer's assets and from the available sums. 18.2 The payments, rights or claims to/of Collateral once the Corporate Services Provider, the Security Trustee or the Shareholder due pursuant to this Agreement and relating to a specific Compartment or having been allocated to a specific Compartment on a pro rata basis or another permitted form in accordance with, and as permitted under the articles of association of the Issuer ("Compartment Claims"), will be made in accordance with the relevant order of priority (as defined and determined in the relevant Transaction Documents) and the recourse of the Corporate Services Provider, the Security Trustee or the Shareholder against the Issuer for such Compartment Claims will be limited according to the applicable limited recourse provisions contained in the relevant Transaction Documents entered into in respect of such Compartment. LIB02/SAXENASO/5123098.6 ▇▇▇▇▇ Lovells 18.3 In any event the recourse of the Corporate Services Provider, the Security Trustee or the Shareholder for any payments, claims or rights relating to a Compartment or which have arisen in connection with the creation, the operation or the liquidation of such Compartment and any Compartment Claims, is at least limited to the assets of such Compartment (the "Compartment Assets") and the recourse of the Corporate Services Provider, the Security Trustee or the Shareholder in case claims have not arisen in connection with the creation, the operation or the liquidation of a Compartment and which are not Compartment Claims either (the "General Claims"), is limited to the assets of the Issuer not related to a Compartment (the "General Estate Assets"). 18.4 After the Issuer's available assets (Compartment Assets, if related to a specific Compartment), have been realised and the net proceeds have been applied distributed in accordance with the terms of the Pledge and Security Agreement (relevant Transaction Documents and, always subject to the “Net Proceeds”). If the Net Proceeds are insufficient to discharge all payments which, but for the effect of this clause, would then be due (the “Amounts Due”)relevant limited recourse provisions, the obligation of Corporate Services Provider, the Company shall be limited to Security Trustee or the amounts available from the Net Proceeds and no debt shall be owed to the Secured Parties by the Company for any further sum. The Secured Parties shall Shareholder may not take any action or commence any proceedings further steps against the Company Issuer to recover any amounts due and payable by sum still unpaid. In case of General Claims, if there are no funds available for payment in the Company under this Agreement except as expressly permitted by General Estate Assets, the provisions of this Agreement. The Secured Parties shall Corporate Services Provider, the Security Trustee or the Shareholder may not take any action further steps against the Issuer to recover any General Claims still unpaid. 18.5 The Corporate Services Provider, the Security Trustee or commence the Shareholder shall not be entitled to petition or take any proceedings or petition a court other step for the winding up, dissolution, court protection, examinership, reorganization, liquidation, bankruptcy or insolvency of the Issuer or the appointment of a receiver, administrator, administrative receiver, liquidator, examiner, sequestrator or similar officer in respect of the Issuer or of any of its revenues or assets, provided that the Corporate Services Provider, the Security Trustee or the Shareholder may prove or lodge a claim in liquidation of the Company, nor enter into any arrangement, reorganization or insolvency proceedings in relation to the Company 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 ProceedsIssuer initiated by another party. (b) The Secured Parties hereby acknowledge and agree that the Company’s obligations under the Transaction Documents are solely the corporate obligations of the Company, and that the Secured Parties shall not have any recourse against any of the directors, officers or employees of the Company for any claims, losses, damages, liabilities, indemnities or other obligations whatsoever in connection with any transactions contemplated by the Transaction Documents.

Limited Recourse and Non-Petition. (a) The Secured Parties EFF shall have recourse only to the proceeds 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 once the proceeds have been applied in accordance with the terms of the Pledge 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”). If the Net Proceeds ") are insufficient to discharge all payments which, but for the effect of this clause, would then be due and payable to EFF hereunder (the “"Amounts Due”"), then the obligation obligations of the Company EFSPV to EFF hereunder shall be limited to the amounts available from the Net Proceeds and no debt shall be owed to the Secured Parties EFF by the Company EFSPV for any further sum. The Secured Parties EFF shall not take any action or commence any proceedings against the Company EFSPV to recover any amounts due and payable by the Company under this Agreement Amounts Due except as expressly permitted by the provisions of this Agreement. The Secured Parties EFF shall not take any action or commence any proceedings or petition a court for the liquidation of the CompanyEFSPV, nor enter into any arrangement, reorganization or insolvency proceedings in relation to the Company 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. (b) The Secured Parties . EFF hereby acknowledge acknowledges and agree agrees that the Company’s EFSPV's obligations under the Transaction Documents this Agreement are solely the corporate obligations of the CompanyEFSPV, and that the Secured Parties EFF shall not have any recourse against any of the directors, officers or employees of the Company EFSPV for any claims, losses, damages, liabilities, indemnities or other obligations whatsoever in connection with any transactions contemplated by the Transaction Documents.this Agreement. 15651.005 4829-8396-4018.2 12

Limited Recourse and Non-Petition. (a) 12.1 The Secured Parties shall have recourse only to LNI Account Bank hereby agrees and undertakes that until all amounts payable by the proceeds of Loan Note Issuer under the realization of Collateral once the proceeds Loan Notes have been applied paid in accordance with the terms of the Pledge and Security Agreement (the “Net Proceeds”). If the Net Proceeds are insufficient to discharge all payments which, but for the effect of this clause, would then be due (the “Amounts Due”)full, the obligation LNI Account Bank will not petition or commence proceedings for liquidation, bankruptcy, reorganisation or winding up (or similar proceedings) under the laws of the Company shall be limited to the amounts available from the Net Proceeds and no debt shall be owed to the Secured Parties by the Company for any further sum. The Secured Parties shall not take jurisdiction nor join any action or person in doing so, nor commence any proceedings against the Company to recover any amounts due and payable by Loan Note Issuer. 12.2 The LNI Account Bank acknowledges that the Company obligations of the Loan Note Issuer under this Agreement except as expressly permitted at any time are limited to the lesser, at such time, of (a) the nominal amount thereof (the "NOMINAL AMOUNT") and (b) an amount (the "AVAILABLE AMOUNT") equivalent to the cash amounts deposited in the Accounts of the Loan Note Issuer at such time or realised by the Security Trustee following the enforcement of security pursuant to the Security Trust Deed. The LNI Account Bank shall not have a right to have recourse to, or make demand or initiate proceedings against the Loan Note Issuer at any time whilst the nominal amount exceeds the available amount. The Loan Note Issuer shall incur no liability and be under no additional duty to any person solely as a result of any inability on its part to make payments or to perform other obligations under this Agreement, which inability results from the operation of the foregoing provisions of this Agreement. Clause 12.2. 12.3 The Secured Parties LNI Account Bank acknowledges that it shall not take have no recourse, in respect of any action obligation, covenant or commence any proceedings or petition a court for the liquidation agreement of the CompanyLoan Note Issuer, nor enter into against any arrangementshareholder, reorganization officer, agent or insolvency proceedings in relation to the Company whether under the laws director 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 ProceedsLoan Note Issuer. (b) The Secured Parties hereby acknowledge and agree that the Company’s obligations under the Transaction Documents are solely the corporate obligations of the Company, and that the Secured Parties shall not have any recourse against any of the directors, officers or employees of the Company for any claims, losses, damages, liabilities, indemnities or other obligations whatsoever in connection with any transactions contemplated by the Transaction Documents.

Limited Recourse and Non-Petition. (a) The Secured Parties shall have recourse only to the proceeds of the realization of Collateral once the proceeds have been applied in accordance with the terms of the Pledge and Security Agreement (the “Net Proceeds”). If the Net Proceeds are insufficient to discharge all payments which, but for the effect of this clause, would then be due (the “Amounts US_142974558 Due”), the obligation of the Company shall be limited to the amounts available from the Net Proceeds and no debt shall be owed to the Secured Parties by the Company for any further sum. The Secured Parties shall not take any action or commence any proceedings against the Company to recover any amounts due and payable by the Company under this Agreement except as expressly permitted by the provisions of this Agreement. The Secured Parties shall not take any action or commence any proceedings or petition a court for the liquidation of the Company, nor enter into any arrangement, reorganization or insolvency proceedings in relation to the Company 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. (b) The Secured Parties hereby acknowledge and agree that the Company’s obligations under the Transaction Documents are solely the corporate obligations of the Company, and that the Secured Parties shall not have any recourse against any of the directors, officers or employees of the Company for any claims, losses, damages, liabilities, indemnities or other obligations whatsoever in connection with any transactions contemplated by the Transaction Documents.

Limited Recourse and Non-Petition. (a) The Secured Parties shall have recourse only to the proceeds of the realization of Collateral once the proceeds have been applied in accordance with the terms of the Pledge and Security Agreement (the “Net Proceeds”). If the Net Proceeds are insufficient to discharge all payments which, but for the effect of this clause, would then be due (the “Amounts Due”), the obligation of the Company Borrower shall be limited to the amounts available from the Net Proceeds and no debt shall be owed to the Secured Parties by the Company Borrower for any further sum. The Secured Parties shall not take any action or commence any proceedings against the Company Borrower to recover any amounts due and payable by the Company Borrower under this the Financing Agreement except as expressly permitted by the provisions of this the Financing Agreement. The Secured Parties shall not take any action or commence any proceedings or petition a court for the liquidation of the CompanyBorrower, nor enter into any arrangement, reorganization or insolvency proceedings in relation to the Company Borrower 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. (b) The Secured Parties hereby acknowledge and agree that the CompanyBorrower’s obligations under the Transaction Documents are solely the corporate obligations of the CompanyBorrower, and that the Secured Parties shall not have any recourse against any of the directors, officers or employees of the Company Borrower for any claims, losses, damages, liabilities, indemnities or other obligations whatsoever in connection with any transactions contemplated by the Transaction Documents.