Common use of Prohibited Person Clause in Contracts

Prohibited Person. None of the funds or other assets of QRS Seller, TRS Seller, Guarantor or Pledgor constitute property of, or are beneficially owned, directly or indirectly, by a Prohibited Person with the result that the investment in QRS Seller, TRS Seller, Guarantor or Pledgor, as applicable (whether directly or indirectly), is prohibited by law or the entering into this Agreement by Buyer is in violation of law. No Prohibited Person has any interest of any nature whatsoever in QRS Seller, TRS Seller, Guarantor or Pledgor, as applicable, with the result that the investment in QRS Seller, TRS Seller, Guarantor or Pledgor, as applicable (whether directly or indirectly), is prohibited by law or the entering into this Agreement is in violation of law. None of the funds of QRS Seller, TRS Seller, Guarantor or Pledgor, as applicable, have been derived from any unlawful activity with the result that the investment in QRS Seller, TRS Seller, Guarantor or Pledgor, as applicable (whether directly or indirectly), is prohibited by law or the entering into this Agreement is in violation of law. None of QRS Seller, TRS Seller, Guarantor or Pledgor or any of their Affiliates has conducted or will conduct any business or has engaged or will engage in any transaction dealing with any Prohibited Person in violation of applicable laws. None of QRS Seller, TRS Seller, Guarantor or Pledgor is a Prohibited Person.

Prohibited Person. None of the funds or other assets of QRS Seller, TRS SellerPledgor, Guarantor or Pledgor Originator constitute property of, or are are, to Seller’s Knowledge, beneficially owned, directly or indirectly, by a Prohibited Person with the result that the investment in QRS Seller, TRS SellerPledgor, Guarantor or PledgorOriginator, as applicable (whether directly or indirectly), is prohibited by law or the entering into this Agreement by Buyer is in violation of law. No ; (b) to Seller’s Knowledge, no Prohibited Person has any interest of any nature whatsoever in QRS Seller, TRS SellerPledgor, Guarantor or PledgorOriginator, as applicable, with the result that the investment in QRS Seller, TRS SellerPledgor, Guarantor or PledgorOriginator, as applicable (whether directly or indirectly), is prohibited by law or the entering into this Agreement is in violation of law. None ; (c) to Seller’s Knowledge, none of the funds of QRS Seller, TRS SellerPledgor, Guarantor or PledgorOriginator, as applicable, have been derived from any unlawful activity with the result that the investment in QRS Seller, TRS SellerPledgor, Guarantor or PledgorOriginator, as applicable (whether directly or indirectly), is prohibited by law or the entering into this Agreement is in violation of law. None ; (d) to Seller’s Knowledge, none of QRS Seller, TRS SellerPledgor, Guarantor or Pledgor or any of their Affiliates Originator has conducted or will conduct any business or has engaged or will engage in any transaction dealing (whether directly or indirectly) with any Prohibited Person in violation Person; and (e) none of applicable laws. None of QRS Seller, TRS SellerPledgor, Guarantor or Pledgor Originator is a Prohibited PersonPerson or has been convicted of a felony or a crime which if prosecuted under the laws of the United States of America would be a felony.

Prohibited Person. (a) None of the funds or other assets of QRS Seller, TRS Seller, Guarantor or Pledgor Originator constitute property of, or are beneficially owned, directly or indirectly, by a Prohibited Person with the result that (i) the investment in QRS Sellerin, TRS or the transaction of business with, Seller, Guarantor or PledgorOriginator, as applicable (whether directly or indirectly), is prohibited by law or (ii) the entering into this Agreement by Buyer is in violation of law. No ; (b) no Prohibited Person has any interest of any nature whatsoever in QRS Seller, TRS Seller, Guarantor or PledgorOriginator, as applicable, with the result that (i) the investment in QRS Sellerin, TRS or the transaction of business with, Seller, Guarantor or PledgorOriginator, as applicable (whether directly or indirectly), is prohibited by law or (ii) the entering into this Agreement is in violation of law. None ; (c) none of the funds of QRS Seller, TRS Seller, Guarantor or PledgorOriginator, as applicable, have been derived from any unlawful activity with the result that (i) the investment in QRS Sellerin, TRS or the transaction of business with, Seller, Guarantor or PledgorOriginator, as applicable (whether directly or indirectly), is prohibited by law or (ii) the entering into this Agreement is in violation of law. None ; (d) none of QRS Seller, TRS Seller, Guarantor or Pledgor or any of their Affiliates Originator has conducted or will conduct any business or has engaged or will engage in any transaction dealing with any Prohibited Person in violation Person; and (e) none of applicable laws. None of QRS Seller, TRS Seller, Guarantor or Pledgor Originator is a Prohibited PersonPerson or has been convicted of a felony or a crime which if prosecuted under the laws of the United States of America would be a felony.” (q) Section 12(s) of the Repurchase Agreement is hereby amended and restated in its entirety as follows: 4 “(s) Seller shall pay to Buyer all fees and other amounts as and when due as set forth in this Agreement, the Fee Letter and the other Transaction Documents, including, without limitation, (i) the Commitment Fee, which shall be due and payable by Seller on the Closing Date; (ii) the Extension Fee, which shall be due and payable by Seller on each date the Seller extends the Facility Termination Date, (iii) the Unused Fees, which shall be due and payable by Seller as and when due as set forth in the Fee Letter, and (v) the Amendment Commitment Fee, which shall be due and payable by Seller on the Amendment Closing Date.” (r) Section 14(a)(vi) of the Repurchase Agreement is hereby amended by deleting such clause in its entirety and replacing it with the following: “(vi) failure of Buyer to receive on any Remittance Date the accrued and unpaid Price Differential, Unused Fees or any Required Amortization (including, without limitation, in the event the Income paid or distributed on or in respect of the Purchased Assets is insufficient to make such payment and Seller does not make such payment or cause such payment to be made) and Seller fails to cure such failure within three (3) Business Days (except that such failure shall not be an Event of Default if sufficient Income is on deposit in the Cash Management Account and the Depository fails to remit such funds to Buyer)” (s) Section 14(a)(xviii) of the Repurchase Agreement is hereby amended by deleting such clause in its entirety and replacing it with the following: “(xviii) [Reserved];” (t) Paragraph (b)(ii)(A) of Exhibit IV of the Repurchase Agreement is hereby amended and restated in its entirety as follows:

Prohibited Person. None Neither Seller, Guarantor, Pledgor or any Originator is a Prohibited Person. In addition, (a) none of the funds or other assets of QRS Seller, TRS SellerGuarantor, Guarantor Pledgor or Pledgor any Originator constitute property of, or are beneficially owned, directly or indirectly, by a Prohibited Person with the result that (i) the investment in QRS in, or the transaction of business with, Seller, TRS SellerGuarantor, Guarantor Pledgor or Pledgorany Originator, as applicable (whether directly or indirectly), is prohibited by law or (ii) the entering into this Agreement by Buyer is in violation of law. No law in any material respect; (b) no Prohibited Person has any interest of any nature whatsoever in QRS Seller, TRS SellerGuarantor, Guarantor Pledgor or Pledgorany Originator, as applicable, with the result that (i) the investment in QRS in, or the transaction of business with, Seller, TRS SellerGuarantor, Guarantor Pledgor or Pledgorany Originator, as applicable (whether directly or indirectly), is prohibited by law or (ii) the entering into this Agreement is in violation of law. None law in an material respect; (c) none of the funds of QRS Seller, TRS SellerGuarantor, Guarantor Pledgor or Pledgorany Originator, as applicable, have been derived from any unlawful activity with the result that (i) the investment in QRS in, or the transaction of business with, Seller, TRS SellerGuarantor, Guarantor Pledgor or Pledgorany Originator, as applicable (whether directly or indirectly), is prohibited by law or (ii) the entering into this Agreement is in violation of law. None law in any material respect; (d) none of QRS Seller, TRS SellerGuarantor, Guarantor or Pledgor or any of their Affiliates Originator has conducted or will knowingly conduct any business or has engaged or will engage in any transaction dealing with any Prohibited Person in violation Person; and (e) none of applicable laws. None of QRS Seller, TRS SellerGuarantor, Guarantor Pledgor or Pledgor any Originator is a Prohibited PersonPerson or has been convicted of a felony or a crime which if prosecuted under the laws of the United States of America would be a felony.”

Prohibited Person. (a) None of the funds or other assets of QRS Seller, TRS Seller, Guarantor or Pledgor Originator constitute property of, or are beneficially owned, directly or indirectly, by a Prohibited Person with the result that (i) the investment in QRS Sellerin, TRS or the transaction of business with, Seller, Guarantor or PledgorOriginator, as applicable (whether directly or indirectly), is prohibited by law or (ii) the entering into this Agreement by Buyer is in violation of law. No ; (b) no Prohibited Person has any interest of any nature whatsoever in QRS Seller, TRS Seller, Guarantor or PledgorOriginator, as applicable, with the result that (i) the investment in QRS Sellerin, TRS or the transaction of business with, Seller, Guarantor or PledgorOriginator, as applicable (whether directly or indirectly), is prohibited by law or (ii) the entering into this Agreement is in violation of law. None ; (c) none of the funds of QRS Seller, TRS Seller, Guarantor or PledgorOriginator, as applicable, have been derived from any unlawful activity with the result that (i) the investment in QRS Sellerin, TRS or the transaction of business with, Seller, Guarantor or PledgorOriginator, as applicable (whether directly or indirectly), is prohibited by law or (ii) the entering into this Agreement is in violation of law. None ; (d) none of QRS Seller, TRS Seller, Guarantor or Pledgor or any of their Affiliates Originator has conducted or will conduct any business or has engaged or will engage in any transaction dealing with any Prohibited Person in violation Person; and (e) none of applicable laws. None of QRS Seller, TRS Seller, Guarantor or Pledgor Originator is a Prohibited PersonPerson or has been convicted of a felony or a crime which if prosecuted under the laws of the United States of America would be a felony.”