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

Limited Recourse and Non-Petition. (a) Except as otherwise expressly provided in this Agreement, the Existing Indemnity and Tax Claims Protocol, the CIBC Omnibus Agreement, the Ineligible Asset Note Indenture or any other Transaction Document, the Secured Creditors shall have recourse (to the extent entitled so to do hereunder) only to the Collateral pursuant to the relevant order of priorities specified in this Agreement. Once the Collateral (and any other funds available to a Secured Creditor pursuant to this Agreement, the Existing Indemnity and Tax Claims Protocol, the CIBC Omnibus Agreement, the Ineligible Asset Note Indenture or any other Transaction Document) has been exhausted, none of the Secured Creditors (being entitled so to do) shall be obliged or permitted to take any further steps against the MAV to recover any further sums in respect of the Transaction Documents, the Collateral or any other such funds available to a Secured Creditor pursuant to this Agreement, the Existing Indemnity and Tax Claims Protocol, the CIBC Omnibus Agreement, the Ineligible Asset Note Indenture or any other Transaction Document. The obligations of the MAV are solely the obligations of Master Asset Vehicle II. No recourse for the payment of any obligation of the MAV shall be had against the Issuer Trustee, the beneficiaries or any incorporator, Affiliate, shareholder, director, officer, representative, employee, manager, member, advisor or agent of the Issuer Trustee or any predecessor or successor of the Issuer Trustee; provided that this shall not apply if such limitation on recourse would be in breach of any Applicable Law. (b) Notwithstanding any prior termination of this Agreement, no Secured Creditor shall, prior to the date which is one year and one day (or such longer period as is applicable under the bankruptcy, insolvency or similar law of any relevant jurisdiction) after the later of: (i) the final distribution of proceeds of the Collateral; (ii) the final distribution of proceeds of the CIBC Collateral; and

Limited Recourse and Non-Petition. (a) Except as otherwise expressly provided in this Agreement, the Existing Indemnity and Tax Claims Protocol, the CIBC Omnibus Agreement, the Ineligible Asset Note Indenture or any other Transaction Document, the Secured Creditors RB shall have recourse (to the extent entitled so to do hereunder) only to the net assets of ESPV (other than the Excluded Collateral pursuant as defined in Exhibit E attached hereto) (the “ESPV Assets”) following the realization of Collateral (as defined in Exhibit E attached hereto) in accordance with the terms of the Security Agreement (as defined in Exhibit E attached hereto). If the proceeds following the realization of such ESPV Assets (the “Net Proceeds”) are insufficient to discharge all payments which, but for the effect of this clause, would then be due and payable to RB hereunder (the “Amounts Due”), the obligations of ESPV to RB hereunder shall be limited to the relevant order amounts available from the Net Proceeds and no debt shall be owed to RB by ESPV for any further sum. RB shall not take any action or commence any proceedings against ESPV to recover any Amounts Due except as expressly permitted by the provisions of priorities specified in this Agreement. Once RB shall not take any action or commence any proceedings or petition a court for the Collateral (and liquidation of ESPV, nor enter into any other funds available arrangement, reorganization or insolvency proceedings in relation to a Secured Creditor pursuant to this Agreement, ESPV whether under the Existing Indemnity and Tax Claims Protocol, the CIBC Omnibus Agreement, the Ineligible Asset Note Indenture or any other Transaction Document) has been exhausted, none laws of the Secured Creditors (being entitled so Cayman Islands or other applicable bankruptcy laws until after the later to do) shall be obliged or permitted to take any further steps against the MAV to recover any further sums in respect occur of the Transaction Documents, the Collateral or any other such funds available to a Secured Creditor pursuant to this Agreement, the Existing Indemnity and Tax Claims Protocol, the CIBC Omnibus Agreement, the Ineligible Asset Note Indenture or any other Transaction Document. The obligations of the MAV are solely the obligations of Master Asset Vehicle II. No recourse for the payment of any obligation all of the MAV shall be had against Amounts Due or the Issuer Trustee, the beneficiaries or any incorporator, Affiliate, shareholder, director, officer, representative, employee, manager, member, advisor or agent application of all of the Issuer Trustee or any predecessor or successor of the Issuer Trustee; provided that this shall not apply if such limitation on recourse would be in breach of any Applicable LawNet Proceeds. (b) Notwithstanding RB hereby acknowledges and agrees that ESPV’s obligations hereunder are solely the corporate obligations of ESPV, and that RB shall not have any prior termination of this Agreement, no Secured Creditor shall, prior to the date which is one year and one day (or such longer period as is applicable under the bankruptcy, insolvency or similar law of recourse against any relevant jurisdiction) after the later of: (i) the final distribution of proceeds of the Collateral; (ii) the final distribution directors, officers or employees of proceeds of the CIBC Collateral; andESPV for any claims, losses, damages, liabilities, indemnities or other obligations whatsoever in connection with any transactions contemplated 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.

Limited Recourse and Non-Petition. (a) Except as otherwise expressly provided in this Agreement, the Existing Indemnity and Tax Claims Protocol, the CIBC Omnibus Agreement, the Ineligible Asset Note Indenture or any other Transaction Document, the Secured Creditors The Seller shall have recourse (to the extent entitled so to do hereunder) only to the net assets of the Purchase (other than any Collateral excluded pursuant to Section 2.1 of the relevant order Security Agreement) (the “Purchaser Assets”) following the realization of priorities specified Collateral in accordance with the terms of the Security Agreement. If the proceeds following the realization of such Purchaser Assets (the “Net Proceeds”) are insufficient discharge all payments which, but for the effect of this clause, would then be due and payable to the Seller herunder (the “Amounts Due”), the obligation of the Purchaser to the Seller hereunder shall be limited to the amounts available from the Net Proceeds and no debt shall be owed to the Seller by the Purchaser for any further sum. The Seller shall not take any action or commence any proceedings against the Purchaser to recover any Amounts Due except as expressly permitted by the provisions of this Agreement. Once The Seller shall not take any action or commence any proceedings or petition a court for the Collateral (and liquidation of Purchaser, nor enter into any other funds available arrangement, reorganisation or insolvency proceedings in relation to a Secured Creditor pursuant to this Agreement, the Existing Indemnity and Tax Claims Protocol, Purchaser whether under the CIBC Omnibus Agreement, the Ineligible Asset Note Indenture or any other Transaction Document) has been exhausted, none laws of the Secured Creditors (being entitled so Cayman Islands or other applicable bankruptcy laws until after the later to do) shall be obliged or permitted to take any further steps against the MAV to recover any further sums in respect occur of the Transaction Documents, payment of all of the Collateral Amounts Due or any other such funds available to a Secured Creditor pursuant to this Agreement, the Existing Indemnity and Tax Claims Protocol, application of all of the CIBC Omnibus Agreement, the Ineligible Asset Note Indenture or any other Transaction DocumentNet Proceeds. The Seller hereby acknowledges and agrees that the Purchaser’s obligations under this Agreement are solely the corporate obligations of the MAV are solely Purchaser, and that the obligations of Master Asset Vehicle II. No Seller shall not have any recourse for the payment of against any obligation of the MAV shall be had against the Issuer Trusteedirectors, the beneficiaries officers or any incorporator, Affiliate, shareholder, director, officer, representative, employee, manager, member, advisor or agent employees of the Issuer Trustee Purchaser for any claims, losses, damages, liabilities, indemnities or other obligations whatsoever in connection with any predecessor or successor of the Issuer Trustee; provided that this shall not apply if such limitation on recourse would be in breach of any Applicable Law. (b) Notwithstanding any prior termination of transactions contemplated by this Agreement. [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, no Secured Creditor shallMARKED BY BRACKETS, prior to the date which is one year and one day (or such longer period as is applicable under the bankruptcyHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, insolvency or similar law of any relevant jurisdiction) after the later of: (i) the final distribution of proceeds of the Collateral; (ii) the final distribution of proceeds of the CIBC Collateral; andAS AMENDED.

Limited Recourse and Non-Petition. (a) Except as otherwise expressly provided in Notwithstanding any other provision of this Agreement, the Existing Indemnity and Tax Claims ProtocolServicer, the CIBC Omnibus AgreementSpecial Servicer, the Ineligible Asset Note Indenture or any other Transaction DocumentOperating Advisor, the Secured Creditors shall have Note Administrator, and the Trustee hereby agree and acknowledge that the obligations of the Issuer under this Agreement are limited recourse obligations of the Issuer payable solely from the Commercial Real Estate Loans as contemplated hereby or in accordance with the Priority of Payments (to as defined in the extent entitled so to do hereunder) only to Indenture), and, following realization of all of the Collateral pursuant to Commercial Real Estate Loans, all obligations of the relevant order Issuer and all claims of priorities specified in this Agreement. Once the Collateral (and any other funds available to a Secured Creditor pursuant to this AgreementServicer, the Existing Indemnity and Tax Claims ProtocolSpecial Servicer, the CIBC Omnibus AgreementAdvancing Agent, the Ineligible Asset Operating Advisor, the Note Indenture or any other Transaction Document) has been exhaustedAdministrator and the Trustee against the Issuer under this Agreement 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 the Issuer, and that none of the Secured Creditors (being entitled so Servicer, the Special Servicer, the Advancing Agent, the Operating Advisor, the Note Administrator or the Trustee will have any recourse to do) shall be obliged or permitted to take any further steps against the MAV to recover any further sums in respect of the Transaction Documentsdirectors, the Collateral officers, employees, shareholders or any other such funds available to a Secured Creditor pursuant to this Agreement, the Existing Indemnity and Tax Claims Protocol, the CIBC Omnibus Agreement, the Ineligible Asset Note Indenture or any other Transaction Document. The obligations of the MAV are solely the obligations of Master Asset Vehicle II. No recourse for the payment of any obligation of the MAV shall be had against the Issuer Trustee, the beneficiaries or any incorporator, Affiliate, shareholder, director, officer, representative, employee, manager, member, advisor or agent Affiliates of the Issuer Trustee with respect to any claims, losses, damages, liabilities, indemnities or other obligations in connection with any predecessor or successor of the Issuer Trustee; provided that this shall not apply if such limitation on recourse would be in breach of any Applicable Law. transaction contemplated hereby. (b) Notwithstanding any prior termination other provision of this Agreement, no Secured Creditor shallthe Servicer, prior 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 date which is 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 day, or, if longer, the applicable preference period then in effect (or such longer including any period as is applicable under established pursuant to the bankruptcylaws of the Cayman Islands), insolvency or similar law of any relevant jurisdiction) after the later of: (i) the final distribution payment in full of proceeds of the Collateral; (ii) the final distribution of proceeds of the CIBC Collateral; andall Notes. ▇▇▇▇▇▇▇▇.

Limited Recourse and Non-Petition. (a) Except as otherwise expressly provided in Notwithstanding any other provision of this Agreement, the Existing Indemnity and Tax Claims ProtocolServicer, the CIBC Omnibus AgreementSpecial Servicer, the Ineligible Asset Note Indenture or any other Transaction DocumentCollateral Manager, the Secured Creditors shall have Note Administrator, the Advancing Agent and the Trustee hereby agree and acknowledge that the obligations of the Issuer under this Agreement from time to time and at any time are limited recourse (to obligations of the extent entitled so to do hereunder) only to Issuer payable solely from the Collateral pursuant to available at such time as contemplated hereby and in accordance with the relevant order Priority of priorities specified Payments (as defined in this Agreement. Once the Indenture), and, following realization of all of the Collateral, all obligations of the Issuer and all claims of Servicer, the Special Servicer, the Collateral (and any other funds available to a Secured Creditor pursuant to this AgreementManager, the Existing Indemnity and Tax Claims ProtocolNote Administrator, the CIBC Omnibus AgreementAdvancing Agent and the Trustee against the Issuer under this Agreement shall be extinguished and shall not thereafter revive. Each of the Servicer, the Ineligible Asset Special Servicer, the Collateral Manager, the Note Indenture or any other Transaction Document) has been exhaustedAdministrator, the Advancing Agent and the Trustee hereby agrees and acknowledges that the Issuer’s obligations hereunder will be solely the corporate obligations of the Issuer, and that none of the Secured Creditors (being entitled so to do) shall be obliged or permitted to take any further steps against Servicer, the MAV to recover any further sums in respect of the Transaction DocumentsSpecial Servicer, the Collateral or any other such funds available to a Secured Creditor pursuant to this AgreementManager, the Existing Indemnity and Tax Claims ProtocolAdvancing Agent, the CIBC Omnibus Agreement, Note Administrator or the Ineligible Asset Note Indenture or Trustee will have any other Transaction Document. The obligations recourse to any of the MAV are solely the obligations of Master Asset Vehicle II. No recourse for the payment of any obligation of the MAV shall be had against the Issuer Trusteedirectors, the beneficiaries officers, employees, shareholders, incorporator or any incorporator, Affiliate, shareholder, director, officer, representative, employee, manager, member, advisor or agent Affiliates of the Issuer Trustee with respect to any claims, losses, damages, liabilities, indemnities or other obligations in connection with any predecessor or successor of the Issuer Trustee; provided that this shall not apply if such limitation on recourse would be in breach of any Applicable Lawtransaction contemplated hereby. (b) Notwithstanding any prior termination other provision of this Agreement, no Secured Creditor shallthe Servicer, prior the Special Servicer, the Collateral Manager, the Advancing Agent, the Note Administrator and the Trustee hereby agree not to file, cause the filing of or join in any petition in bankruptcy, reorganization, arrangement, insolvency, winding up, moratorium or liquidation proceedings, or other proceedings under federal or State bankruptcy or similar laws of any jurisdiction, against the Issuer for the non-payment to the date which is Servicer, the Special Servicer, the Collateral Manager, the Advancing Agent, the Note Administrator or the Trustee of any amounts due pursuant to this Agreement until at least one year and one day day, or, if longer, the applicable preference period then in effect (or such longer including any period as is applicable under established pursuant to the bankruptcylaws of the Cayman Islands) and one day, insolvency or similar law of any relevant jurisdiction) after the later of: payment in full of all Notes and Class A Loans. (ic) The provisions of this Section 9.12 shall survive the final distribution termination of proceeds of the Collateral; (ii) the final distribution of proceeds of the CIBC Collateral; andthis Agreement for any reason whatsoever.

Limited Recourse and Non-Petition. (a) Except as otherwise expressly provided in Notwithstanding any other provision of this Agreement, the Existing Indemnity and Tax Claims ProtocolServicer, the CIBC Omnibus AgreementSpecial Servicer, the Ineligible Asset Note Indenture or any other Transaction DocumentOperating Advisor, the Secured Creditors shall have Note Administrator, and the Trustee hereby agree and acknowledge that the obligations of the Issuer under this Agreement are limited recourse obligations of the Issuer payable solely from the Mortgage Loans as contemplated hereby or in accordance with the Priority of Payments (to as defined in the extent entitled so to do hereunder) only to Indenture), and, following realization of all of the Collateral pursuant to Mortgage Loans, all obligations of the relevant order Issuer and all claims of priorities specified in this Agreement. Once the Collateral (and any other funds available to a Secured Creditor pursuant to this AgreementServicer, the Existing Indemnity and Tax Claims ProtocolSpecial Servicer, the CIBC Omnibus AgreementAdvancing Agent, the Ineligible Asset Operating Advisor, the Note Indenture or any other Transaction Document) has been exhaustedAdministrator and the Trustee against the Issuer under this Agreement 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 the Issuer, and that none of the Secured Creditors (being entitled so Servicer, the Special Servicer, the Advancing Agent, the Operating Advisor, the Note Administrator or the Trustee will have any recourse to do) shall be obliged or permitted to take any further steps against the MAV to recover any further sums in respect of the Transaction Documentsdirectors, the Collateral officers, employees, shareholders or any other such funds available to a Secured Creditor pursuant to this Agreement, the Existing Indemnity and Tax Claims Protocol, the CIBC Omnibus Agreement, the Ineligible Asset Note Indenture or any other Transaction Document. The obligations of the MAV are solely the obligations of Master Asset Vehicle II. No recourse for the payment of any obligation of the MAV shall be had against the Issuer Trustee, the beneficiaries or any incorporator, Affiliate, shareholder, director, officer, representative, employee, manager, member, advisor or agent Affiliates of the Issuer Trustee with respect to any claims, losses, damages, liabilities, indemnities or other obligations in connection with any predecessor or successor of the Issuer Trustee; provided that this shall not apply if such limitation on recourse would be in breach of any Applicable Lawtransaction contemplated hereby. (b) Notwithstanding any prior termination other provision of this Agreement, no Secured Creditor shallthe Servicer, prior 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 date which is 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 day, or, if longer, the applicable preference period then in effect (or such longer including any period as is applicable under established pursuant to the bankruptcylaws of the Cayman Islands), insolvency or similar law of any relevant jurisdiction) after the later of: payment in full of all Notes. (ic) The provisions of this Section 9.12 shall survive the final distribution termination of proceeds of the Collateral; (ii) the final distribution of proceeds of the CIBC Collateral; andthis Agreement for any reason whatsoever.

Limited Recourse and Non-Petition. ‌ 10.1 The Wakeel hereby acknowledges that prior to the Maturity Date or, as the case may be, the Dissolution Date of each Series all payments by the relevant Trustee to the Wakeel in respect of any such Series will be subject to the priority of payments set out in the Cashflow Waterfall and agrees with the Trustees to be bound by the terms of the Master Trust Deed and each Supplemental Trust Deed, insofar as they apply to the Wakeel or to the discharge of the Trustees' obligations to the Wakeel under this Agreement. After the occurrence of a Dissolution Event, or dissolution in accordance with Condition 11.2 (aEarly Dissolution for Tax Reasons) Except or Condition 11.3 (Dissolution at the Option of the Trustee) in respect of any Series, the rights or recourse of the Wakeel shall be limited to the amounts from time to time available and comprising the Trust Assets corresponding to such Series subject to the priority of payments set out in the Master Trust Deed and relevant Supplemental Trust Deed. Accordingly, the Wakeel shall have no claim or recourse against the Trustee(s) in respect of any amount which is or remains unsatisfied after the application of the Cashflow Waterfall in the manner aforesaid and any unsatisfied amounts shall be extinguished. 10.2 Notwithstanding any other provisions of this Agreement to the contrary, the Wakeel agrees that all of its rights against the relevant Trustee under or in connection with this Agreement are limited to the extent that it will not take any action or proceedings against such Trustee to recover any amounts due and payable by such Trustee to it under this Agreement except as otherwise expressly provided in permitted by the provisions of this Agreement and after all payments of a higher priority under this Agreement, the Existing Indemnity and Tax Claims ProtocolMaster Trust Deed or the relevant Supplemental Trust Deed, the CIBC Omnibus Agreementas applicable, the Ineligible Asset Note Indenture have been made. The Wakeel will not petition to wind-up a Trustee in any jurisdiction. 10.3 The Wakeel shall not claim or exercise any right of set-off or counterclaim in respect of any sums due under this Agreement or any other Transaction Document, the Secured Creditors shall have recourse (part thereof with respect to the extent entitled so to do hereunder) only to the Collateral pursuant any liability owed by it to the relevant order Trustee or claim any lien or other rights over any property held by it on behalf of priorities specified in this Agreement. Once such Trustee. 10.4 Without prejudice to the Collateral (and any other funds available to a Secured Creditor pursuant to provisions of this Agreement, the Existing Indemnity and Tax Claims Protocol, Wakeel hereby agrees for the CIBC Omnibus Agreement, the Ineligible Asset Note Indenture or any other Transaction Document) has been exhausted, none benefit of the Secured Creditors Trustees that if, whether in the liquidation of the Wakeel or otherwise (being entitled so to do) shall be obliged or permitted to take and notwithstanding the provisions of this Agreement), any further steps against the MAV to recover any further sums payment is received by it in respect of any amount due hereunder other than in accordance with the Transaction Documentsprovisions of this Agreement or the Trust Deed, as applicable, the Collateral amount so paid shall be received and held by the Wakeel upon trust for the relevant Trustee and shall be paid over to such Trustee forthwith upon receipt provided however that this Clause 10 (Limited Recourse and Non-Petition) shall have effect only to the extent that it does not constitute or create, and is not deemed to constitute or create, any mortgage, charge or other such funds available to a Secured Creditor pursuant to this Agreement, the Existing Indemnity and Tax Claims Protocol, the CIBC Omnibus Agreement, the Ineligible Asset Note Indenture or security interest of any other Transaction Document. The obligations of the MAV are solely the obligations of Master Asset Vehicle II. kind. 10.5 No recourse for the payment (whether by institution or enforcement of any legal proceeding or assessment or otherwise) in respect of any breaches of any duty, obligation or undertaking of the MAV a Trustee arising under or in connection with this Agreement by virtue of any customary, law, statute or otherwise shall be had against the Issuer Trustee, the beneficiaries or any incorporator, Affiliate, shareholder, directorofficer or director of a Trustee in their capacity as such and any and all personal liability of every such shareholder, officer, representative, employee, manager, member, advisor officer or agent of the Issuer director in their capacity as such for any breaches by a Trustee or any predecessor or successor of the Issuer Trustee; provided that this shall not apply if such limitation on recourse would be in breach of any Applicable Law. (b) Notwithstanding any prior termination of this Agreementsuch duty, no Secured Creditor shall, prior obligation or undertaking is hereby expressly waived and excluded to the date which is one year and one day (or such longer period as is applicable under the bankruptcy, insolvency or similar law of any relevant jurisdiction) after the later of: (i) the final distribution of proceeds of the Collateral; (ii) the final distribution of proceeds of the CIBC Collateral; andextent permitted by law.

Limited Recourse and Non-Petition. (a) Except as otherwise expressly provided in Notwithstanding any other provision of this Agreement, the Existing Indemnity and Tax Claims ProtocolServicer, the CIBC Omnibus AgreementSpecial Servicer, the Ineligible Asset Note Indenture or any other Transaction DocumentAdvancing Agent, the Secured Creditors shall have recourse (to the extent entitled so to do hereunder) only to the Collateral pursuant to the relevant order of priorities specified in this Agreement. Once the Collateral (and any other funds available to a Secured Creditor pursuant to this AgreementOperating Advisor, the Existing Indemnity Note Administrator, and Tax Claims Protocolthe Trustee hereby agree and acknowledge that the obligations of the Issuer under this Agreement are limited recourse obligations of the Issuer payable solely from the Commercial Real Estate Loans as contemplated hereby or in accordance with the Priority of Payments (as defined in the Indenture), and, following realization of all of the Commercial Real Estate Loans, all obligations of the Issuer and all claims of Servicer, the CIBC Omnibus AgreementSpecial Servicer, the Ineligible Asset Advancing Agent, the Operating Advisor, the Note Indenture or any other Transaction Document) has been exhaustedAdministrator and the Trustee against the Issuer under this Agreement 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 the Issuer, and that none of the Secured Creditors (being entitled so Servicer, the Special Servicer, the Advancing Agent, the Operating Advisor, the Note Administrator or the Trustee will have any recourse to do) shall be obliged or permitted to take any further steps against the MAV to recover any further sums in respect of the Transaction Documentsdirectors, the Collateral officers, employees, shareholders or any other such funds available to a Secured Creditor pursuant to this Agreement, the Existing Indemnity and Tax Claims Protocol, the CIBC Omnibus Agreement, the Ineligible Asset Note Indenture or any other Transaction Document. The obligations of the MAV are solely the obligations of Master Asset Vehicle II. No recourse for the payment of any obligation of the MAV shall be had against the Issuer Trustee, the beneficiaries or any incorporator, Affiliate, shareholder, director, officer, representative, employee, manager, member, advisor or agent Affiliates of the Issuer Trustee with respect to any claims, losses, damages, liabilities, indemnities or other obligations in connection with any predecessor or successor of the Issuer Trustee; provided that this shall not apply if such limitation on recourse would be in breach of any Applicable Lawtransaction contemplated hereby. (b) Notwithstanding any prior termination other provision of this Agreement, no Secured Creditor shallthe Servicer, prior 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 date which is 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 day, or, if longer, the applicable preference period then in effect (or such longer including any period as is applicable under established pursuant to the bankruptcylaws of the Cayman Islands), insolvency or similar law of any relevant jurisdiction) after the later of: payment in full of all Notes. (ic) The provisions of this Section 9.12 shall survive the final distribution termination of proceeds of the Collateral; (ii) the final distribution of proceeds of the CIBC Collateral; andthis Agreement for any reason whatsoever.

Limited Recourse and Non-Petition. (a) Except as otherwise expressly provided in this Agreement, 22.1 With the Existing Indemnity and Tax Claims Protocol, the CIBC Omnibus Agreement, the Ineligible Asset Note Indenture or any other Transaction Document, the Secured Creditors shall have recourse (to the extent entitled so to do hereunder) only to the Collateral pursuant to the relevant order exception of priorities specified in this Agreement. Once the Collateral (and any other funds available to a Secured Creditor pursuant to this Agreement, the Existing Indemnity and Tax Claims Protocol, the CIBC Omnibus Agreement, the Ineligible Asset Note Indenture or any other Transaction Document) has been exhausted, none of the Secured Creditors (being entitled so to do) shall be obliged or permitted to take any further steps against the MAV to recover any further sums in respect of the Transaction Documents, the Collateral or any other such funds available to a Secured Creditor pursuant to this Agreement, the Existing Indemnity and Tax Claims Protocol, the CIBC Omnibus Agreement, the Ineligible Asset Note Indenture or any other Transaction Document. The obligations of the MAV are solely the obligations of Master Asset Vehicle II. No recourse for the payment of any obligation the Purchase Price of each Assigned Receivable and the fees and charges referred to in Article 8 of the MAV Sub-Servicing Agreement, any and all sums owed to the Assignor at any time by the Assignee in any guise under or in connection with this Agreement shall be had considered as a limited recourse receivable that can be enforced solely as against amounts received by the Assignee in reference to or with regard to Receivables included in each Portfolio and not as against other amounts belonging to the Assignee. 22.2 The sums owed to the Assignor shall be payable exclusively on the payment dates provided for in the Transaction Documents in accordance with the provisions on the applicable order or priority and within the limits of the funds effectively available to the Assignee on that date, it being understood that, in case of insufficient funds on a specific payment date, the difference will become due for payment on the immediately following payment date on which sufficient funds are available. 22.3 The Assignor undertakes towards the Assignee, including in the interests of the holders of the securities issued as part of the Securitization, not to submit any petition for the bringing of Insolvency Proceedings against the Issuer Trustee, the beneficiaries or Assignee and not to intervene in any incorporator, Affiliate, shareholder, director, officer, representative, employee, manager, member, advisor or agent of the Issuer Trustee or any predecessor or successor of the Issuer Trustee; provided proceedings brought by others that this shall not apply if such limitation on recourse would be in breach of any Applicable Law. (b) Notwithstanding any prior termination of this Agreement, no Secured Creditor shall, prior may lead to the date which is one Assignee being subjected to Insolvency Proceedings, until a year and one a day (or such longer period as is applicable under the bankruptcy, insolvency or similar law of any relevant jurisdiction) after have passed since the later of: of (i) the final distribution date of proceeds full redemption or cancellation of all securities issued as part of the CollateralSecuritization; or (ii) the final distribution date of proceeds full redemption or cancellation of the CIBC Collateral; andsecurities issued as part of any future securitization transactions undertaken by the Assignee pursuant to the Securitization Law. 22.4 The Assignor recognizes, including for the benefit of the holders of the securities issued as part of the Securitization, pursuant to and for the purposes of Article 1411 of the Civil Code, that the Assignee’s obligations under this Agreement shall not be invoked except within the limit of the Assignee’s available funds. Consequently, the Assignor shall have no further recourse or action against the Assignee with respect to such obligations or interests, undertaking to that end to take no action against the Assignee in order to obtain performance.

Limited Recourse and Non-Petition. (a) Except as otherwise expressly provided in this Agreement, the Existing Indemnity and Tax Claims Protocol, the CIBC Omnibus Agreement, the Ineligible Asset Note Indenture or any other Transaction Document, the Secured Creditors The Borrower hereby agrees that it shall have recourse (to in respect of any claim against the extent entitled so to do hereunder) Lender only to sums in respect of principal, interest or other amounts (if any), as the Collateral pursuant case may be, actually received from the Borrower (after any tax deduction required by law to be made by the relevant order Borrower in respect of priorities specified in this Agreement. Once such sums and for which the Collateral (and any other funds available to Lender has not received a Secured Creditor corresponding additional payment from the Borrower pursuant to this Agreement, Agreement (also after any tax deduction as may be required by law)) by or for the Existing Indemnity and Tax Claims Protocol, the CIBC Omnibus Agreement, the Ineligible Asset Note Indenture or any other Transaction Document) has been exhausted, none account of the Secured Creditors Lender pursuant to this Agreement (being entitled so the “Lender Assets”), subject always to do(i) the Security Interests (as defined in the Trust Deed); and (ii) to the fact that any claims of the Joint Lead Managers shall rank in priority to claims of the Borrower and, consequently, any amounts payable by the Lender hereunder after giving effect to the prior ranking claims under the Security Interests shall first be applied in discharging, in full, any claim by the Joint Lead Managers, provided always that the total of all such claims shall 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 obliged or permitted entitled to take any further steps against the MAV Lender to recover any further sums and no debt shall be owed by the Lender to such person in respect of any such further sum. Neither the Transaction Documents, the Collateral or Borrower nor any other such funds available person acting on its behalf shall be entitled at any time to a Secured Creditor pursuant to this Agreementinstitute against the Lender, or join in any institution against the Existing Indemnity and Tax Claims ProtocolLender of, the CIBC Omnibus Agreementany bankruptcy, the Ineligible Asset Note Indenture administration, moratorium, reorganisation, controlled management, arrangement, insolvency, examinership, winding-up or liquidation proceedings or similar insolvency proceedings under any other Transaction Document. The obligations of the MAV are solely the obligations of Master Asset Vehicle II. No recourse for the payment of applicable bankruptcy or similar law in connection with any obligation of the MAV 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. The Borrower shall be had have no recourse against the Issuer Trustee, the beneficiaries or any incorporator, Affiliatedirector, shareholder, director, officer, representative, employee, manager, member, advisor or agent officer of the Issuer Trustee or any predecessor or successor of the Issuer Trustee; provided that this shall not apply if such limitation on recourse would be Lender in breach respect of any Applicable Law. (b) Notwithstanding any prior termination obligations, covenants or agreement entered into or made by the Lender in respect of this Agreement, no Secured Creditor shall, prior except to the date which extent that any such person acts in bad faith or is one year and one day (or such longer period as is applicable under negligent in the bankruptcy, insolvency or similar law context of any relevant jurisdiction) after the later of: (i) the final distribution of proceeds of the Collateral; (ii) the final distribution of proceeds of the CIBC Collateral; andits obligations.

Limited Recourse and Non-Petition. (a) Except as otherwise expressly provided in this AgreementEach of DIB, the Existing Indemnity Agents and Tax Claims Protocolthe Delegate agrees that, notwithstanding anything to the CIBC Omnibus Agreement, the Ineligible Asset Note Indenture contrary contained herein or any other Transaction Document: (a) no payment of any amount whatsoever shall be made by the Trustee (in any capacity) or any of its shareholders, the Secured Creditors shall have recourse (directors, officers, employees or agents on its behalf except to the extent entitled so funds are available therefor from the Trust Assets; (b) the Trustee (in any capacity) may not deal with the Mudaraba Assets or realise or deal with its interest, rights, title, benefit and entitlements, present and future, in, to do hereunderand under the Transaction Documents and the Trust Assets except in the manner expressly permitted by the Transaction Documents; (c) only the proceeds of the Trust Assets are the sole source of payments on the Certificates. Payment by the Trustee (in any capacity) of any Periodic Distribution Amount or any amount required to redeem the Certificates is subject to receipt by the Trustee of the amounts expected to be received by it from the Mudareb in accordance with the provisions of the Mudaraba Agreement. The Mudaraba Agreement provides that there is no guarantee of any return from the Mudaraba Assets and DIB's obligation to pay amounts thereunder are subject to the Collateral pursuant more detailed provisions set out therein, and references in the Conditions to "Periodic Distribution Amount", "profit" and "Profit Rate" should be construed accordingly; (d) if the relevant order net proceeds of priorities specified in this Agreement. Once the Collateral (and any other funds available to a Secured Creditor pursuant to this Agreementrealisation of, or enforcement with respect to, the Existing Indemnity Trust Assets are not sufficient to make all payments due hereunder, no recourse shall be had to any assets of the Trustee (other than the Trust Assets in the manner contemplated in the Transaction Documents) or of the Delegate or the Agents, subject to and Tax Claims Protocolin accordance with such Transaction Documents, or any of their respective affiliates in respect of any such shortfall, and no recourse shall be had for the CIBC Omnibus Agreementpayment of any amount due and owing hereunder or under any Transaction Document, whether for the Ineligible Asset Note Indenture payment of any fee, indemnity or other amount hereunder or any other Transaction Document) has been exhausted, none obligation or claim arising out of the Secured Creditors (being entitled so to do) shall be obliged or permitted to take any further steps against the MAV to recover any further sums in respect of based upon the Transaction Documents, against the Collateral Trustee (in any capacity) to the extent the Trust Assets have been exhausted (following which all obligations of the Trustee shall be extinguished) or the Delegate or the Agents; (e) it will not 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 (in any capacity) or any other of its directors, officers, employees, agents, shareholders or affiliates as a consequence of such funds available to a Secured Creditor pursuant to this Agreementshortfall or otherwise; (f) 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 Existing Indemnity and Tax Claims ProtocolTrustee (in any capacity) arising under or in connection with the Conditions or the Transaction Documents by virtue of any customary law, statute or otherwise shall be had against any shareholder, member, officer, agent, director or corporate services provider of the CIBC Omnibus Agreement, the Ineligible Asset Note Indenture or any other Transaction DocumentTrustee in their capacity as such. The obligations of the MAV Trustee under the Conditions and the Transaction Documents are solely the corporate or limited liability obligations of Master Asset Vehicle IIthe Trustee (in any capacity) and no personal liability shall attach to or be incurred by the shareholders, members, officers, agents, directors or corporate services provider of the Trustee (in each of their respective capacities as such), save in the case of their wilful default or actual fraud. No recourse for References in this Agreement to wilful default or actual fraud means a finding to such effect by a court of competent jurisdiction in relation to the payment conduct of the relevant party; and (g) it shall not be entitled to claim or exercise any right of set-off, counterclaim, abatement or other similar remedy which it might otherwise have, under the laws of any obligation jurisdiction, in respect of any liability owed by it to the Trustee or claim any lien or other rights over any property held by it on behalf of the MAV shall be had against the Issuer Trustee, the beneficiaries or any incorporator, Affiliate, shareholder, director, officer, representative, employee, manager, member, advisor or agent of the Issuer Trustee or any predecessor or successor of the Issuer Trustee; provided that this shall not apply if such limitation on recourse would be in breach of any Applicable Law. (b) Notwithstanding any prior termination of this Agreement, no Secured Creditor shall, prior to the date which is one year and one day (or such longer period as is applicable under the bankruptcy, insolvency or similar law of any relevant jurisdiction) after the later of: (i) the final distribution of proceeds of the Collateral; (ii) the final distribution of proceeds of the CIBC Collateral; and

Limited Recourse and Non-Petition. (a) Except as otherwise expressly provided in Notwithstanding any other provision of this Agreement, the Existing Indemnity and Tax Claims ProtocolServicer, the CIBC Omnibus AgreementSpecial Servicer, the Ineligible Asset Note Indenture or any other Transaction DocumentCollateral Manager, the Secured Creditors shall have Operating Advisor, the Note Administrator, the Advancing Agent and the Trustee hereby agree and acknowledge that the obligations of the Issuer under this Agreement are limited recourse obligations of the Issuer payable solely from the Mortgage Loans as contemplated hereby or in accordance with the Priority of Payments (to as defined in the extent entitled so to do hereunder) only to Indenture), and, following realization of all of the Mortgage Loans, all obligations of the Issuer and all claims of the Servicer, the Special Servicer, the Collateral pursuant to Manager, the relevant order Advancing Agent, the Operating Advisor, the Note Administrator and the Trustee against the Issuer under this Agreement shall be extinguished and shall not thereafter revive. Each of priorities specified in this Agreement. Once the Servicer, the Special Servicer, the Collateral (and any other funds available to a Secured Creditor pursuant to this AgreementManager, the Existing Indemnity and Tax Claims ProtocolAdvancing Agent, the CIBC Omnibus AgreementOperating Advisor, the Ineligible Asset Note Indenture or any other Transaction Document) has been exhaustedAdministrator and the Trustee hereby agrees and acknowledges that the Issuer’s obligations hereunder will be solely the corporate obligations of the Issuer, and that none of the Secured Creditors (being entitled so to do) shall be obliged or permitted to take any further steps against Servicer, the MAV to recover any further sums in respect of the Transaction DocumentsSpecial Servicer, the Collateral or any other such funds available to a Secured Creditor pursuant to this AgreementManager, the Existing Indemnity and Tax Claims ProtocolAdvancing Agent, the CIBC Omnibus AgreementOperating Advisor, the Ineligible Asset Note Indenture Administrator or the Trustee will have any other Transaction Document. The obligations recourse to any of the MAV are solely the obligations of Master Asset Vehicle II. No recourse for the payment of any obligation of the MAV shall be had against the Issuer Trusteedirectors, the beneficiaries officers, employees, shareholders or any incorporator, Affiliate, shareholder, director, officer, representative, employee, manager, member, advisor or agent Affiliates of the Issuer Trustee with respect to any claims, losses, damages, liabilities, indemnities or other obligations in connection with any predecessor or successor of the Issuer Trustee; provided that this shall not apply if such limitation on recourse would be in breach of any Applicable Lawtransaction contemplated hereby. (b) Notwithstanding any prior termination other provision of this Agreement, no Secured Creditor shallthe Servicer, prior the Special Servicer, the Collateral Manager, 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 date which is Servicer, the Special Servicer, the Collateral Manager, the Operating Advisor, or the Trustee of any amounts due pursuant to this Agreement until at least one year and one day day, or, if longer, the applicable preference period then in effect (or such longer including any period as is applicable under established pursuant to the bankruptcylaws of the Cayman Islands), insolvency or similar law of any relevant jurisdiction) after the later of: payment in full of all Notes. (ic) The provisions of this Section 9.12 shall survive the final distribution termination of proceeds of the Collateral; (ii) the final distribution of proceeds of the CIBC Collateral; andthis Agreement for any reason whatsoever.

Limited Recourse and Non-Petition. (a) Except 9.1 The Subordinated Loan Provider agrees with the Issuer and the Security Agent to be bound by the terms of the Pledge Agreement and in particular confirms that it shall only have recourse against the Issuer in respect of any amounts payable by the Issuer under this Agreement after all sums thereby required to be paid in priority thereto have been paid or discharged in full. In addition, the Subordinated Loan Provider shall have recourse only against the Pledged Assets and to no other assets of the Issuer. The Subordinated Loan Provider further agrees that, except as otherwise expressly provided in this the Pledge Agreement, only the Existing Indemnity Security Agent may enforce the security created in favour of the Secured Parties by the Pledge Agreement in accordance with the provisions thereof and Tax Claims Protocolit shall not take any steps for the purpose of recovering the secured obligations under the Pledge Agreement (including, without limitation, by exercising any rights of set off) or enforcing any rights arising out of this Agreement against the CIBC Omnibus AgreementIssuer. 9.2 Without prejudice to Clause 9.1, neither the Ineligible Asset Note Indenture Subordinated Loan Provider nor the Security Agent may initiate or join anyone in initiating against the Issuer or any of its Compartments any bankruptcy, dissolution, liquidation, reorganisation, arrangement proceedings or any other Transaction Documentproceedings having a similar effect until at least one (1) year has expired after the latest maturing Note is paid in full. 9.3 Without prejudice to the foregoing provisions of this Clause 9, the Secured Creditors shall have recourse (Subordinated Loan Provider hereby undertakes with the Issuer and the Security Agent that if, after an Enforcement Notice has been given, any payment is made to the extent entitled so to do hereunderSubordinated Loan Provider (other than by the Security Agent in accordance with the Priority of Payments upon Enforcement) only to or the Collateral pursuant to the relevant order of priorities specified in this Agreement. Once the Collateral (and Subordinated Loan Provider recovers any other funds available to a Secured Creditor pursuant to this Agreement, the Existing Indemnity and Tax Claims Protocol, the CIBC Omnibus Agreement, the Ineligible Asset Note Indenture or any other Transaction Document) has been exhausted, none of the Secured Creditors (being entitled so to do) shall be obliged or permitted to take any further steps against the MAV to recover any further sums amount in respect of the Transaction DocumentsSubordinated Loan or any interest thereon, the Collateral or any other such funds available amount so paid shall be paid to a Secured Creditor pursuant to this Agreement, the Existing Indemnity and Tax Claims Protocol, the CIBC Omnibus Agreement, the Ineligible Asset Note Indenture or any other Transaction Document. The obligations Security Agent forthwith upon receipt in accordance with Clause 11.7 of the MAV are solely the obligations of Master Asset Vehicle II. No recourse for the payment of any obligation of the MAV shall be had against the Issuer Trustee, the beneficiaries or any incorporator, Affiliate, shareholder, director, officer, representative, employee, manager, member, advisor or agent of the Issuer Trustee or any predecessor or successor of the Issuer Trustee; provided that this shall not apply if such limitation on recourse would be in breach of any Applicable LawPledge Agreement. (b) Notwithstanding any prior 9.4 The agreements set forth in this Clause 9 and the parties' respective obligations thereunder shall survive the termination of this Agreement, no Secured Creditor shall, prior to the date which is one year and one day (or such longer period as is applicable under the bankruptcy, insolvency or similar law of any relevant jurisdiction) after the later of: (i) the final distribution of proceeds of the Collateral; (ii) the final distribution of proceeds of the CIBC Collateral; and.

Limited Recourse and Non-Petition. (a) Except 9.1 The Subordinated Loan Provider agrees with the Issuer and the Security Agent to be bound by the terms of the Pledge Agreement and in particular confirms that it shall only have recourse against the Issuer in respect of any amounts payable by the Issuer under this Agreement after all sums thereby required to be paid in priority thereto have been paid or discharged in full. In addition, the Subordinated Loan Provider shall have recourse only against the Pledged Assets and to no other assets of the Issuer. The Subordinated Loan Provider further agrees that, except as otherwise expressly provided in this the Pledge Agreement, only the Existing Indemnity Security Agent may enforce the security created in favour of the Secured Parties by the Pledge Agreement in accordance with the provisions thereof and Tax Claims Protocolit shall not take any steps for the purpose of recovering the secured obligations under the Pledge Agreement (including, without limitation, by exercising any rights of set off) or enforcing any rights arising out of this Agreement against the CIBC Omnibus AgreementIssuer. 9.2 Without prejudice to Clause 9.1, neither the Ineligible Asset Note Indenture Subordinated Loan Provider nor the Security Agent may initiate or join anyone in initiating against the Issuer or any of its Compartments any bankruptcy, dissolution, liquidation, reorganisation, arrangement proceedings or any other Transaction Documentproceedings having a similar effect until at least one (1) year has expired after the latest maturing Note is paid in full. 9.3 Without prejudice to the foregoing provisions of this Clause 9, the Secured Creditors shall have recourse (Subordinated Loan Provider hereby undertakes with the Issuer and the Security Agent that if, after an Enforcement Notice has been given, any payment is made to the extent entitled so to do hereunderSubordinated Loan Provider (other than by the Security Agent in accordance with the Priority of Payments upon Enforcement) only to or the Collateral pursuant to the relevant order of priorities specified in this Agreement. Once the Collateral (and Subordinated Loan Provider recovers any other funds available to a Secured Creditor pursuant to this Agreement, the Existing Indemnity and Tax Claims Protocol, the CIBC Omnibus Agreement, the Ineligible Asset Note Indenture or any other Transaction Document) has been exhausted, none of the Secured Creditors (being entitled so to do) shall be obliged or permitted to take any further steps against the MAV to recover any further sums amount in respect of the Transaction DocumentsExpenses Subordinated Loan or any interest thereon, the Collateral or any other such funds available amount so paid shall be paid to a Secured Creditor pursuant to this Agreement, the Existing Indemnity and Tax Claims Protocol, the CIBC Omnibus Agreement, the Ineligible Asset Note Indenture or any other Transaction Document. The obligations Security Agent forthwith upon receipt in accordance with Clause 11.7 of the MAV are solely the obligations of Master Asset Vehicle II. No recourse for the payment of any obligation of the MAV shall be had against the Issuer Trustee, the beneficiaries or any incorporator, Affiliate, shareholder, director, officer, representative, employee, manager, member, advisor or agent of the Issuer Trustee or any predecessor or successor of the Issuer Trustee; provided that this shall not apply if such limitation on recourse would be in breach of any Applicable LawPledge Agreement. (b) Notwithstanding any prior 9.4 The agreements set forth in this Clause 9 and the parties' respective obligations thereunder shall survive the termination of this Agreement, no Secured Creditor shall, prior to the date which is one year and one day (or such longer period as is applicable under the bankruptcy, insolvency or similar law of any relevant jurisdiction) after the later of: (i) the final distribution of proceeds of the Collateral; (ii) the final distribution of proceeds of the CIBC Collateral; and.

Limited Recourse and Non-Petition. (a) Except as otherwise expressly provided in this Agreement, the Existing Indemnity and Tax Claims Protocol, the CIBC Omnibus Agreement, the Ineligible Asset Note Indenture or any other Transaction DocumentSolely with respect to EF SPV, the Secured Creditors Parties (as defined in the US Security Agreement) shall have recourse (to the extent entitled so to do hereunder) only to the proceeds of the realization of Collateral pursuant of EF SPV once the proceeds have been applied in accordance with the terms of the US 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 EF SPV shall be limited to the relevant order amounts available from the Net Proceeds and no debt shall be owed to the Secured Parties by EF SPV for any further sum. The Secured Parties shall not take any action or commence any proceedings against EF SPV to recover any amounts due and payable by EF SPV under this Agreement except as expressly permitted by the provisions of priorities specified in this Agreement. Once The Secured Parties shall not take any action or commence any proceedings or petition a court for the Collateral (and liquidation of EF SPV, nor enter into any other funds available arrangement, reorganization or insolvency proceedings in relation to a Secured Creditor pursuant to this Agreement, EF SPV whether under the Existing Indemnity and Tax Claims Protocol, the CIBC Omnibus Agreement, the Ineligible Asset Note Indenture or any other Transaction Document) has been exhausted, none laws of the Secured Creditors (being entitled so Cayman Islands or other applicable bankruptcy laws until after the later to do) shall be obliged or permitted to take any further steps against the MAV to recover any further sums in respect occur of the Transaction Documents, the Collateral or any other such funds available to a Secured Creditor pursuant to this Agreement, the Existing Indemnity and Tax Claims Protocol, the CIBC Omnibus Agreement, the Ineligible Asset Note Indenture or any other Transaction Document. The obligations of the MAV are solely the obligations of Master Asset Vehicle II. No recourse for the payment of any obligation all of the MAV shall be had against Amounts Due or the Issuer Trustee, the beneficiaries or any incorporator, Affiliate, shareholder, director, officer, representative, employee, manager, member, advisor or agent application of all of the Issuer Trustee or any predecessor or successor of the Issuer Trustee; provided that this shall not apply if such limitation on recourse would be in breach of any Applicable Law.Net Proceeds. [****] = 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 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (b) Notwithstanding The Secured Parties hereby acknowledge and agree that EF SPV’s obligations under the Transaction Documents are solely the corporate obligations of EF SPV, and that the Secured Parties shall not have any prior termination recourse against any of the directors, officers or employees of EF SPV 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 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED IN WITNESS WHEREOF, each party has caused its signature page to this Agreement, no Secured Creditor shall, prior Fourth Amended and Restated Financing Agreement to be duly executed as of the date which is one year and one day (or such longer period as is applicable under the bankruptcy, insolvency or similar law of any relevant jurisdiction) after the later of: (i) the final distribution of proceeds of the Collateral; (ii) the final distribution of proceeds of the CIBC Collateral; andfirst written above.

Limited Recourse and Non-Petition. (a) Except as otherwise expressly provided in this Agreement, the Existing Indemnity and Tax Claims Protocol, the CIBC Omnibus Agreement, the Ineligible Asset Note Indenture or any other Transaction Document, the Secured Creditors RB shall have recourse (to the extent entitled so to do hereunder) only to the net assets of ESPV (other than the Excluded Collateral pursuant as defined in Exhibit E attached hereto) (the “ESPV Assets”) following the realization of Collateral (as defined in Exhibit E attached hereto) in accordance with the terms of the Security Agreement (as defined in Exhibit E attached hereto). If the proceeds following the realization of such ESPV Assets (the “Net Proceeds”) are insufficient to discharge all payments which, but for the effect of this clause, would then be due and payable to RB hereunder (the “Amounts Due”), the obligations of ESPV to RB hereunder shall be limited to the relevant order amounts available from the Net Proceeds and no debt shall be owed to RB by ESPV for any further sum. RB shall not take any action or commence any proceedings against ESPV to recover any Amounts Due except as expressly permitted by the provisions of priorities specified in this Agreement. Once RB shall not take any action or commence any proceedings or petition a court for the Collateral (and liquidation of ESPV, nor enter into any other funds available arrangement, reorganization or insolvency proceedings in relation to a Secured Creditor pursuant to this Agreement, ESPV whether under the Existing Indemnity and Tax Claims Protocol, the CIBC Omnibus Agreement, the Ineligible Asset Note Indenture or any other Transaction Document) has been exhausted, none laws of the Secured Creditors (being entitled so Cayman Islands or other applicable bankruptcy laws until after the later to do) shall be obliged or permitted to take any further steps against the MAV to recover any further sums in respect occur of the Transaction Documents, the Collateral or any other such funds available to a Secured Creditor pursuant to this Agreement, the Existing Indemnity and Tax Claims Protocol, the CIBC Omnibus Agreement, the Ineligible Asset Note Indenture or any other Transaction Document. The obligations of the MAV are solely the obligations of Master Asset Vehicle II. No recourse for the payment of any obligation all of the MAV shall be had against Amounts Due or the Issuer Trustee, the beneficiaries or any incorporator, Affiliate, shareholder, director, officer, representative, employee, manager, member, advisor or agent application of all of the Issuer Trustee or any predecessor or successor of the Issuer Trustee; provided that this shall not apply if such limitation on recourse would be in breach of any Applicable LawNet Proceeds. (b) Notwithstanding RB hereby acknowledges and agrees that ESPV’s obligations hereunder are solely the corporate obligations of ESPV, and that RB shall not have any prior termination of this Agreement, no Secured Creditor shall, prior to the date which is one year and one day (or such longer period as is applicable under the bankruptcy, insolvency or similar law of recourse against any relevant jurisdiction) after the later of: (i) the final distribution of proceeds of the Collateral; (ii) the final distribution directors, officers or employees of proceeds of the CIBC Collateral; andESPV for any claims, losses, damages, liabilities, indemnities or other obligations whatsoever in connection with any transactions contemplated 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 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.