Common use of Non-Permitted Holders Clause in Contracts

Non-Permitted Holders. (a) Notwithstanding any other provision in this Agreement, any transfer of a beneficial interest in Preferred Shares to a Non-Permitted Holder shall be null and void ab initio and any such purported transfer of which the Issuer or the Preferred Share Paying Agent shall have notice may be disregarded by the Issuer and the Preferred Share Paying Agent for all purposes at any time after either of them learns that any Person is or has become a Non-Permitted Holder. (b) If any Non-Permitted Holder becomes the beneficial owner of Preferred Shares, the Issuer shall, promptly after discovery of any such Non-Permitted Holder by the Issuer or the Preferred Share Paying Agent (and notice by the Preferred Share Paying Agent to the Issuer, if the Preferred Share Paying Agent makes the discovery), send notice to such Non-Permitted Holder demanding that such Non-Permitted Holder transfer its Preferred Shares or interest to a Person that is not a Non-Permitted Holder within 30 days of the date of such notice. If such Non-Permitted Holder fails to so transfer such Preferred Shares or interest, the Issuer shall have the right, without further notice to the Non-Permitted Holder, to sell such Preferred Shares or interest in Preferred Shares to a purchaser selected by the Issuer that is not a Non-Permitted Holder on such terms as the Issuer may choose. The Issuer may retain an investment bank to act on the Issuer’s behalf or request one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Preferred Shares, and the Issuer will sell such Preferred Shares or interest to the highest such bidder. However, the Issuer may select a purchaser by any other means determined by it in its sole discretion. Each Holder of Preferred Shares, the Non-Permitted Holder and each other Person in the chain of title from the Holder to the Non-Permitted Holder, by its acceptance of an interest in the applicable Preferred Shares, agrees to cooperate with the Issuer and the Preferred Share Paying Agent to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted Holder. The terms and conditions of any sale under this subsection shall be determined in the sole discretion of the Issuer, and none of the Issuer, Preferred Share Registrar or the Preferred Share Paying Agent shall be liable to any Person having an interest in the Preferred Shares sold as a result of any such sale or the exercise of such discretion.

Non-Permitted Holders. (a) Notwithstanding any other provision in this Agreementanything to the contrary elsewhere herein, any transfer of a beneficial interest in Preferred Shares any Notes to a Non-Permitted Holder U.S. Person that is not a QIB/QP shall be null and void ab initio and any such purported transfer of which the Issuer or the Preferred Share Paying Agent Trustee shall have notice may be disregarded by the Issuer and the Preferred Share Paying Agent Trustee for all purposes at any time after either purposes. In addition, the acquisition of them learns that any Person is or has become Notes by a Non-Permitted HolderHolder under Section 2.12(b) shall be null and void ab initio. (b) If (i) any U.S. Person that is not a QIB/QP shall become the Holder or beneficial owner of an interest in any Note (other than a Regulation S Global Note), (ii) any U.S. Person shall become the Holder of a Regulation S Global Note or (iii) any person that is not a Qualified Purchaser shall become the holder or beneficial owner of an interest in any Regulation S Global Note (any such Person a “Non-Permitted Holder becomes the beneficial owner of Preferred SharesHolder”), the acquisition of Notes by such Holder shall be null and void ab initio. The Issuer (or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery of any that such Person is a Non-Permitted Holder by the Issuer or the Preferred Share Paying Agent (and Trustee or upon notice by the Preferred Share Paying Agent to the IssuerIssuer from the Trustee (if a trust officer of the Trustee obtains actual knowledge, if in which case, the Preferred Share Paying Agent makes Trustee agrees to notify the Issuer of such discovery), send notice to such Non-Permitted Holder demanding that such Non-Permitted Holder transfer its Preferred Shares or interest in the Notes held by such Non-Permitted Holder to a Person that is not a Non-Permitted Holder within 30 thirty (30) days of after the date of such notice. If such Non-Permitted Holder fails to so transfer such Preferred Shares Notes, the Issuer or interest, the Collateral Manager acting for the Issuer shall have the right, without further notice to the Non-Permitted Holder, to sell such Preferred Shares Notes or interest in Preferred Shares such Notes to a purchaser selected by the Issuer that is not a Non-Permitted Holder on such terms as the Issuer may choose. The Issuer may retain an investment bank to act Issuer, or the Collateral Manager acting on behalf of the Issuer’s behalf or request , may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Preferred SharesNotes, and the Issuer will sell such Preferred Shares or interest Notes to the highest such bidder; provided that the Collateral Manager, its Affiliates and accounts, funds, clients or portfolios established and controlled by the Collateral Manager shall be entitled to bid in any such sale. However, the Issuer or the Collateral Manager may select a purchaser by any other means determined by it in its sole discretion. Each The Holder of Preferred Shareseach Note, the Non-Permitted Holder and each other Person in the chain of title from the Holder to the Non-Permitted Holder, by its acceptance of an interest in the applicable Preferred SharesNotes, agrees to cooperate with the Issuer Issuer, the Collateral Manager and the Preferred Share Paying Agent Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted Holder. The terms and conditions of any such sale under this subsection shall be determined in the sole discretion of the Issuer, and none of the Issuer, Preferred Share Registrar the Trustee or the Preferred Share Paying Agent Collateral Manager shall be liable to any Person having an interest in the Preferred Shares Notes sold as a result of any such sale or the exercise of such discretion. (c) If any Person shall become the beneficial owner of an interest in any Note who has made or is deemed to have made a prohibited transaction, Benefit Plan Investor or Other Plan Law representation required by Section 2.6 that is subsequently shown to be false or misleading (any such Person a “Non-Permitted ERISA Holder”), the Issuer (or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery that such Person is a Non-Permitted ERISA Holder by the Issuer or upon notice to the Issuer from the Trustee (if a Trust Officer of the Trustee has actual knowledge and who agrees to notify the Issuer upon obtaining actual knowledge), send notice to such Non-Permitted ERISA Holder demanding that such Non-Permitted ERISA Holder transfer all or any portion of the Notes held by such Person to a Person that is not a Non-Permitted ERISA Holder within ten (10) days after the date of such notice. If such Non-Permitted ERISA Holder fails to so transfer such Notes, the Issuer shall have the right, without further notice to the Non-Permitted ERISA Holder, to sell such Notes or interest in such Notes to a purchaser selected by the Issuer that is not a Non-Permitted ERISA Holder on such terms as the Issuer may choose. The Issuer may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Notes, and selling such Notes to the highest such bidder. The holder of each Note, the Non-Permitted ERISA Holder and each other Person in the chain of title from the Holder to the Non-Permitted ERISA Holder, by its acceptance of an interest in the Notes, agrees to cooperate with the Issuer and the Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted ERISA Holder. The terms and conditions of any sale under this sub-Section (c) shall be determined in the sole discretion of the Issuer, and none of the Issuer, the Trustee or the Collateral Manager shall be liable to any Person having an interest in the Notes sold as a result of any such sale or the exercise of such discretion.

Non-Permitted Holders. (a) Notwithstanding any other provision in this Agreementanything to the contrary elsewhere herein, any transfer of a beneficial interest in Preferred Shares any Note to a Non-Permitted Holder U.S. Person that is not a QIB/QP shall be null and void ab initio and any such purported transfer of which the Issuer or the Preferred Share Paying Agent Trustee shall have notice may be disregarded by the Issuer and the Preferred Share Paying Agent Trustee for all purposes at any time after either purposes. In addition, the acquisition of them learns that any Person is or has become Notes by a Non-Permitted HolderHolder under Section 2.12(b) shall be null and void ab initio. (b) If any U.S. Person that is not a QIB/QP shall become the Holder or beneficial owner of an interest in any Note (other than a Regulation S Global Note) or any U.S. Person shall become the Holder of a Regulation S Global Note (any such Person a “Non-Permitted Holder becomes the beneficial owner of Preferred SharesHolder”), the acquisition of Notes by such Holder shall be null and void ab initio. The Issuer (or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery of any that such Person is a Non-Permitted Holder by the Issuer or the Preferred Share Paying Agent (and Trustee or upon notice by the Preferred Share Paying Agent to the IssuerIssuer from the Trustee (if a trust officer of the Trustee obtains actual knowledge, if in which case, the Preferred Share Paying Agent makes Trustee agrees to notify the Issuer of such discovery), send notice to such Non-Permitted Holder demanding that such Non-Permitted Holder transfer its Preferred Shares or interest in the Notes held by such Non-Permitted Holder to a Person that is not a Non-Permitted Holder within 30 days of after the date of such notice. If such Non-Permitted Holder fails to so transfer such Preferred Shares Notes, the Issuer or interest, the Collateral Manager acting for the Issuer shall have the right, without further notice to the Non-Permitted Holder, to sell such Preferred Shares Notes or interest in Preferred Shares such Notes to a purchaser selected by the Issuer that is not a Non-Permitted Holder on such terms as the Issuer may choose. The Issuer may retain an investment bank to act Issuer, or the Collateral Manager acting on behalf of the Issuer’s behalf or request , may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Preferred SharesNotes, and the Issuer will sell such Preferred Shares or interest Notes to the highest such bidder; provided that the Collateral Manager, its Affiliates and accounts, funds, clients or portfolios established and controlled by the Collateral Manager shall be entitled to bid in any such sale. However, the Issuer or the Collateral Manager may select a purchaser by any other means determined by it in its sole discretion. Each The Holder of Preferred Shareseach Note, the Non-Permitted Holder and each other Person in the chain of title from the Holder to the Non-Permitted Holder, by its acceptance of an interest in the applicable Preferred SharesNotes, agrees to cooperate with the Issuer Issuer, the Collateral Manager and the Preferred Share Paying Agent Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted Holder. The terms and conditions of any such sale under this subsection shall be determined in the sole discretion of the Issuer, and none of the Issuer, Preferred Share Registrar the Trustee or the Preferred Share Paying Agent Collateral Manager shall be liable to any Person having an interest in the Preferred Shares Notes sold as a result of any such sale or the exercise of such discretion. (c) If any Person shall become the beneficial owner of an interest in any Note who has made or is deemed to have made a prohibited transaction, Benefit Plan Investor or Other Plan Law representation required by Section 2.6 that is subsequently shown to be false or misleading (any such Person a “Non-Permitted ERISA Holder”), the Issuer (or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery that such Person is a Non-Permitted ERISA Holder by the Issuer or upon notice to the Issuer from the Trustee (if a Trust Officer of the Trustee has actual knowledge and who agrees to notify the Issuer upon obtaining actual knowledge), send notice to such Non-Permitted ERISA Holder demanding that such Non-Permitted ERISA Holder transfer all or any portion of the Notes held by such Person to a Person that is not a Non-Permitted ERISA Holder within 10 days after the date of such notice. If such Non-Permitted ERISA Holder fails to so transfer such Notes, the Issuer shall have the right, without further notice to the Non-Permitted ERISA Holder, to sell such Notes or interest in such Notes to a purchaser selected by the Issuer that is not a Non-Permitted ERISA Holder on such terms as the Issuer may choose. The Issuer may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Notes, and selling such Notes to the highest such bidder. The holder of each Note, the Non-Permitted ERISA Holder and each other Person in the chain of title from the Holder to the Non-Permitted ERISA Holder, by its acceptance of an interest in the Notes, agrees to cooperate with the Issuer and the Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted ERISA Holder. The terms and conditions of any sale under this sub-Section (c) shall be determined in the sole discretion of the Issuer, and none of the Issuers the Trustee or the Collateral Manager shall be liable to any Person having an interest in the Notes sold as a result of any such sale or the exercise of such discretion. (d) If (i) a Holder of a Note fails for any reason to comply with the Holder AML Obligations or such information or documentation is not accurate or complete or (ii) the Issuer otherwise reasonably determines that such Holder’s acquisition, holding or transfer of an interest in any Note would cause the Issuer to be unable to achieve AML Compliance, the Issuer (or any intermediary on the Issuer’s behalf) shall have the right to (x) compel the relevant Holder to sell its interest in such Note or (y) sell such interest on such Holder’s behalf. The Issuer shall not compel sales for failure to provide such other information or documentation as may be required under the Cayman AML Regulations unless the Issuer reasonably determines the Holder’s acquisition, holding or transfer of an interest in such Note would result in a materially adverse effect on the Issuer.

Non-Permitted Holders. (a) Notwithstanding any other provision in this Agreementanything to the contrary elsewhere herein, any transfer of a beneficial interest in Preferred Shares any Notes to a Non-Permitted Holder U.S. Person that is not a QIB/QP shall be null and void ab initio and any such purported transfer of which the Issuer or the Preferred Share Paying Agent Trustee shall have notice may be disregarded by the Issuer and the Preferred Share Paying Agent Trustee for all purposes at any time after either purposes. In addition, the acquisition of them learns that any Person is or has become Notes by a Non-Permitted HolderHolder under Section 2.12(b) shall be null and void ab initio. (b) If any U.S. Person that is not a QIB/QP shall become the Holder or beneficial owner of an interest in any Note (other than a Regulation S Global Note) or any U.S. Person shall become the Holder of a Regulation S Global Note that is not also a Qualified Purchaser (any such Person a “Non-Permitted Holder becomes the beneficial owner of Preferred SharesHolder”), the acquisition of Notes by such Holder shall be null and void ab initio. The Issuer (or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery of any that such Person is a Non-Permitted Holder by the Issuer or the Preferred Share Paying Agent (and Trustee or upon notice by the Preferred Share Paying Agent to the IssuerIssuer from the Trustee (if a trust officer of the Trustee obtains actual knowledge, if in which case, the Preferred Share Paying Agent makes Trustee agrees to notify the Issuer of such discovery), send notice to such Non-Permitted Holder demanding that such Non-Permitted Holder transfer its Preferred Shares or interest in the Notes held by such Non-Permitted Holder to a Person that is not a Non-Permitted Holder within 30 days of after the date of such notice. If such Non-Permitted Holder fails to so transfer such Preferred Shares Notes, the Issuer or interest, the Collateral Manager acting for the Issuer shall have the right, without further notice to the Non-Permitted Holder, to sell such Preferred Shares Notes or interest in Preferred Shares such Notes to a purchaser selected by the Issuer that is not a Non-Permitted Holder on such terms as the Issuer may choose. The Issuer may retain an investment bank to act Issuer, or the Collateral Manager acting on behalf of the Issuer’s behalf or request , may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Preferred SharesNotes, and the Issuer will sell such Preferred Shares or interest Notes to the highest such bidder; provided that the Collateral Manager, its Affiliates and accounts, funds, clients or portfolios established and controlled by the Collateral Manager shall be entitled to bid in any such sale. However, the Issuer or the Collateral Manager may select a purchaser by any other means determined by it in its sole discretion. Each The Holder of Preferred Shareseach Note, the Non-Permitted Holder and each other Person in the chain of title from the Holder to the Non-Permitted Holder, by its acceptance of an interest in the applicable Preferred SharesNotes, agrees to cooperate with the Issuer Issuer, the Collateral Manager and the Preferred Share Paying Agent Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted Holder. The terms and conditions of any such sale under this subsection shall be determined in the sole discretion of the Issuer, and none of the Issuer, Preferred Share Registrar the Trustee or the Preferred Share Paying Agent Collateral Manager shall be liable to any Person having an interest in the Preferred Shares Notes sold as a result of any such sale or the exercise of such discretion. (c) If any Person shall become the beneficial owner of an interest in any Note who has made or is deemed to have made a prohibited transaction, Benefit Plan Investor or Other Plan Law representation required by Section 2.6 that is subsequently shown to be false or misleading (any such Person a “Non-Permitted ERISA Holder”), the Issuer (or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery that such Person is a Non-Permitted ERISA Holder by the Issuer or upon notice to the Issuer from the Trustee (if a Trust Officer of the Trustee has actual knowledge and who agrees to notify the Issuer upon obtaining actual knowledge), send notice to such Non-Permitted ERISA Holder demanding that such Non-Permitted ERISA Holder transfer all or any portion of the Notes held by such Person to a Person that is not a Non-Permitted ERISA Holder within 10 days after the date of such notice. If such Non-Permitted ERISA Holder fails to so transfer such Notes, the Issuer shall have the right, without further notice to the Non-Permitted ERISA Holder, to sell such Notes or interest in such Notes to a purchaser selected by the Issuer that is not a Non-Permitted ERISA Holder on such terms as the Issuer may choose. The Issuer may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Notes, and selling such Notes to the highest such bidder. The holder of each Note, the Non-Permitted ERISA Holder and each other Person in the chain of title from the Holder to the Non-Permitted ERISA Holder, by its acceptance of an interest in the Notes, agrees to cooperate with the Issuer and the Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted ERISA Holder. The terms and conditions of any sale under this sub-Section (c) shall be determined in the sole discretion of the Issuer, and none of the Issuer, the Trustee or the Collateral Manager shall be liable to any Person having an interest in the Notes sold as a result of any such sale or the exercise of such discretion.

Non-Permitted Holders. (a) Notwithstanding any other provision in this Agreementanything to the contrary elsewhere herein, any sale or transfer of a beneficial interest Note or a Beneficial Interest to (i) a Person that is not a QIB/QP (other than an initial purchaser of the Notes that is both an Institutional Accredited Investor and a Qualified Purchaser holding a Beneficial Interest in Preferred Shares the IAI Global Note), (ii) any other Person that did not acquire the Note or the Beneficial Interest in an offshore transaction in accordance with Regulation S or (iii) a Person that is a Restricted Party (any such Person described in clauses (i) through (iii) being referred to herein as a “Non-Permitted Holder Holder”) shall be null and void ab initio for all purposes of this Indenture and any the Notes. Any such purported transfer of which the Issuer or the Preferred Share Paying Agent Trustee shall have notice may be disregarded by the Issuer and the Preferred Share Paying Agent Trustee for all purposes at any time after either of them learns that any Person is or has become a Non-Permitted Holderunder this Indenture. (b) If any Person is a Non-Permitted Holder becomes the beneficial owner of Preferred SharesHolder, the Issuer shall, promptly after discovery the actual knowledge of any a Responsible Officer of the Issuer or the Trustee that such Person is a Non-Permitted Holder by (for which purpose the Trustee shall deliver written notice to the Issuer or if a Responsible Officer of the Preferred Share Paying Agent (and notice by the Preferred Share Paying Agent to the Issuer, if the Preferred Share Paying Agent makes the discoveryTrustee has actual knowledge that any Person is a Non-Permitted Holder), send written notice to such Non-Permitted Holder demanding that directing such Non-Permitted Holder to transfer its Preferred Shares or beneficial interest in the Note to a Person that is not a Non-Permitted Holder within 30 thirty (30) days of the date of such written notice. If such Non-Permitted Holder fails to so transfer the Beneficial Interest in the Notes within such Preferred Shares or interestthirty (30) day period, the Issuer shall have the right, without further notice to the Non-Permitted Holder, to sell such Preferred Shares or interest the Beneficial Interest in Preferred Shares the Notes to a purchaser or purchasers selected by the Issuer that is not a Non-Permitted Holder on such terms as the Issuer may choose. The Issuer may retain an investment bank to act on select the Issuer’s behalf purchaser or request purchasers by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Preferred Shares, Notes and the Issuer will sell such Preferred Shares or interest Notes to the highest such bidder. However, the Issuer may select a the purchaser or purchasers by any other means determined by it in its sole discretion. Each The Beneficial Holder of Preferred Shareseach Note, the Non-Permitted Holder and each other Person in the chain of title from the Beneficial Holder to the Non-Permitted Holder, by its acceptance of an interest a Beneficial Interest in the applicable Preferred SharesNotes, agrees agree to cooperate with the Issuer and the Preferred Share Paying Agent Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale sale, shall be remitted to the Non-Permitted Holder. The terms and conditions of any sale under this subsection sub-section shall be determined in the sole discretion of the Issuer, and none of neither the Issuer, Preferred Share Registrar or Issuer nor the Preferred Share Paying Agent Trustee shall be liable to any Person having an interest a Beneficial Interest in the Preferred Shares Notes sold as a result of any such sale or the exercise of such discretion. (c) Each initial purchaser of the Notes on the Closing Date shall provide a certification that it is not a Restricted Party. If any Restricted Party owns any interest in the Notes on or after the occurrence of an Event of Default, such Restricted Party shall not be entitled to participate in the exercise of remedies or receive any payments or distributions resulting from the exercise of remedies associated with the Event of Default. The Trustee shall request that each Noteholder or Beneficial Holder provide a certification in the form attached as Exhibit H to this Indenture that it is not a Restricted Party or otherwise a Non-Permitted Holder prior to the exercise of remedies following an Event of Default. The restriction set forth in this subsection may not be waived or amended.

Non-Permitted Holders. (a) Notwithstanding any other provision in this Agreementanything to the contrary elsewhere herein, any transfer of a beneficial interest in Preferred Shares any Note to a Non-Permitted Holder U.S. person that is not a QIB/QP (or solely in the case of Notes issued as Certificated Notes, an IAI/QP) shall in either case be null and void ab initio and any such purported transfer of which the Issuer or Issuer, the Preferred Share Paying Co-Issuer, the Trustee, the Collateral Agent and the Loan Agent shall have notice may be disregarded by the Issuer Issuer, the Co-Issuer, the Trustee, the Collateral Agent and the Preferred Share Paying Loan Agent for all purposes at any time after either purposes. In addition, the acquisition of them learns that any Person is or has become Notes by a Non-Permitted HolderHolder under Section 2.11(b) shall be null and void ab initio. (b) If any U.S. person that is not a QIB/QP (or solely in the case of Notes issued as Certificated Notes, a U.S. person that is an IAI/QP) shall in either case become the Holder or beneficial owner of an interest in any Note (any such Person a “Non-Permitted Holder becomes the beneficial owner of Preferred SharesHolder”), the acquisition of such Notes by such Holder shall be null and void ab initio. The Issuer (or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery of any that such Person is a Non-Permitted Holder by the Issuer or the Preferred Share Paying Agent Co-Issuer (and if the Co-Issuer obtains actual knowledge), or upon notice by the Preferred Share Paying Agent to the IssuerIssuer from the Trustee (if a Trust Officer of the Trustee obtains actual knowledge (in which case the Trustee agrees to notify the Issuer of such discovery, if the Preferred Share Paying Agent makes the discoveryany)), send notice to such Non-Permitted Holder demanding that such Non-Permitted Holder transfer its Preferred Shares or interest in the Notes held by such Non-Permitted Holder to a Person that is not a Non-Permitted Holder within 30 days of after the date of such notice. If such Non-Permitted Holder fails to so transfer such Preferred Shares Notes or interestinterest therein, the Issuer or the Collateral Manager acting for the Issuer shall have the right, without further notice to the Non-Permitted Holder, to sell such Preferred Shares Notes or interest in Preferred Shares such Notes to a purchaser selected by the Issuer that is not a Non-Permitted Holder on such terms as the Issuer may choose. The Issuer may retain an investment bank to act Issuer, or the Collateral Manager acting on behalf of the Issuer’s behalf or request , may (but is not required to) select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Preferred Shares, Notes and the Issuer will sell such Preferred Shares or interest Notes to the highest such bidder; provided that the Collateral Manager, its Affiliates and accounts, funds, clients or portfolios established and controlled by the Collateral Manager shall be entitled to bid in any such sale. However, the Issuer or the Collateral Manager may select a purchaser by any other means determined by it in its sole discretion. Each The Holder of Preferred Shareseach Note, the Non-Permitted Holder and each other Person in the chain of title from the Holder to the Non-Permitted Holder, by its acceptance of an interest in the applicable Preferred SharesNotes, agrees to cooperate with the Issuer Issuer, the Trustee and the Preferred Share Paying Agent Collateral Manager to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted Holder. The terms and conditions of any such sale under this sub-section shall be determined in the sole discretion of the Issuer, and none of the Issuer, the Co-Issuer, the Trustee, the Collateral Agent, the Loan Agent or the Collateral Manager shall be liable to any Person having an interest in the Notes sold as a result of any such sale or the exercise of such discretion. (c) If any Person shall become the beneficial owner of an interest in any Note who has made or is deemed to have made, as applicable, a prohibited transaction, Benefit Plan Investor, Similar Law or Other Plan Law representation required by Section 2.5 that is subsequently shown to be false or misleading or whose beneficial ownership otherwise causes a violation of the 25% Limitation (any such Person a “Non-Permitted ERISA Holder”), the Issuer shall, promptly after discovery that such Person is a Non-Permitted ERISA Holder by the Issuer (or upon notice to the Issuer from the Trustee if it obtains actual knowledge or the Trustee makes the discovery), send notice to such Non-Permitted ERISA Holder demanding that such Non-Permitted ERISA Holder transfer all or any portion of the Notes held by such Person to a Person that is not a Non-Permitted ERISA Holder within 10 days after the date of such notice. If such Non-Permitted ERISA Holder fails to so transfer its interest in such Secured Notes or Subordinated Notes, the Issuer shall have the right, without further notice to the Non-Permitted ERISA Holder, to sell its interest in such Secured Notes or Subordinated Notes to a purchaser selected by the Issuer that is not a Non-Permitted ERISA Holder on such terms as the Issuer may choose. The Issuer may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Secured Notes or Subordinated Notes and selling such Secured Notes or Subordinated Notes to the highest such bidder. However, the Issuer may select a purchaser by any other means in its sole discretion. The holder of each Secured Note or Subordinated Notes, the Non-Permitted ERISA Holder and each other Person in the chain of title from the Holder to the Non-Permitted ERISA Holder, by its acceptance of an interest in the Secured Notes or Subordinated Notes, agrees to cooperate with the Issuer and the Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted ERISA Holder. The terms and conditions of any sale under this subsection shall be determined in the sole discretion of the Issuer, and none of the Issuer, Preferred Share Registrar the Co-Issuer, the Trustee or the Preferred Share Paying Agent Collateral Manager shall be liable to any Person having an interest in the Preferred Shares Secured Notes or Subordinated Notes sold as a result of any such sale or the exercise of such discretion.

Non-Permitted Holders. (a) Notwithstanding any other provision in this Agreement, any transfer of a beneficial interest in Preferred Shares to a Non-Permitted Non‑Permitted Holder shall be null and void ab initio and any such purported transfer of which the Issuer or the Preferred Share Paying Agent shall have notice may be disregarded by the Issuer and the Preferred Share Paying Agent for all purposes at any time after either of them learns that any Person is or has become a Non-Permitted Non‑Permitted Holder. (b) If any Non-Permitted Non‑Permitted Holder becomes the beneficial owner of Preferred Shares, the Issuer shall, promptly after discovery of any such Non-Permitted Non‑Permitted Holder by the Issuer or the Preferred Share Paying Agent (and notice by the Preferred Share Paying Agent to the Issuer, if the Preferred Share Paying Agent makes the discovery), send notice to such Non-Permitted Non‑Permitted Holder demanding that such Non-Permitted Non‑Permitted Holder transfer its Preferred Shares or interest to a Person that is not a Non-Permitted Non‑Permitted Holder within 30 days of the date of such notice. If such Non-Permitted Non‑Permitted Holder fails to so transfer such Preferred Shares or interest, the Issuer shall have the right, without further notice to the Non-Permitted Non‑Permitted Holder, to sell such Preferred Shares or interest in Preferred Shares to a purchaser selected by the Issuer that is not a Non-Permitted Non‑Permitted Holder on such terms as the Issuer may choose. The Issuer may retain an investment bank to act on the Issuer’s behalf or request one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Preferred Shares, and the Issuer will sell such Preferred Shares or interest to the highest such bidder. However, the Issuer may select a purchaser by any other means determined by it in its sole discretion. Each Holder of Preferred Shares, the Non-Permitted Non‑Permitted Holder and each other Person in the chain of title from the Holder to the Non-Permitted Non‑Permitted Holder, by its acceptance of an interest in the applicable Preferred Shares, agrees to cooperate with the Issuer and the Preferred Share Paying Agent to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted Non‑Permitted Holder. The terms and conditions of any sale under this subsection shall be determined in the sole discretion of the Issuer, and none of the Issuer, Preferred Share Registrar or the Preferred Share Paying Agent shall be liable to any Person having an interest in the Preferred Shares sold as a result of any such sale or the exercise of such discretion.

Non-Permitted Holders. (a) Notwithstanding any other provision in this Agreementanything to the contrary elsewhere herein, any transfer of a beneficial interest in Preferred Shares any Notes to a Non-Permitted Holder U.S. Person that is not a QIB/QP shall be null and void ab initio and any such purported transfer of which the Issuer or the Preferred Share Paying Agent Trustee shall have notice may be disregarded by the Issuer and the Preferred Share Paying Agent Trustee for all purposes at any time after either purposes. In addition, the acquisition of them learns that any Person is or has become Secured Notes by a Non-Permitted Holder under Section 2.12(a) shall be null and void ab initio. If (i) any U.S. Person that is not a QIB/QP shall become the Holder beneficial owner of an interest in any Note (other than a Regulation S Global Note), (ii) any U.S. person shall become the Holder or beneficial owner of an interest in any of a Regulation S Global Note or (iii) any person that is not a Qualified Purchaser shall become the holder or beneficial owner of an interest in any Regulation S Global Note (any such Person a “Non-Permitted Holder”), the acquisition of Notes by such Holder shall be null and void ab initio. (b) If any Non-Permitted Holder becomes The Issuer (or the beneficial owner Collateral Manager on behalf of Preferred Shares, the Issuer Issuer) shall, promptly after discovery of any that such Person is a Non-Permitted Holder by the Issuer or the Preferred Share Paying Agent (and Trustee or upon notice by the Preferred Share Paying Agent to the IssuerIssuer from the Trustee (if a trust officer of the Trustee obtains actual knowledge, if in which case, the Preferred Share Paying Agent makes Trustee agrees to notify the Issuer of such discovery), send notice to such Non-Permitted Holder demanding that such Non-Permitted Holder transfer its Preferred Shares or interest in the Notes held by such Non-Permitted Holder to a Person that is not a Non-Permitted Holder within 30 days of after the date of such notice. If such Non-Permitted Holder fails to so transfer such Preferred Shares Notes, the Issuer or interest, the Collateral Manager acting for the Issuer shall have the right, without further notice to the Non-Permitted Holder, to sell such Preferred Shares Notes or interest in Preferred Shares such Notes to a purchaser selected by the Issuer that is not a Non-Permitted Holder on such terms as the Issuer may choose. The Issuer may retain an investment bank to act Issuer, or the Collateral Manager acting on behalf of the Issuer’s behalf or request , may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Preferred SharesNotes, and the Issuer will sell such Preferred Shares or interest Notes to the highest such bidder; provided that the Collateral Manager, its Affiliates and accounts, funds, clients or portfolios established and controlled by the Collateral Manager shall be entitled to bid in any such sale. However, the Issuer or the Collateral Manager may select a purchaser by any other means determined by it in its sole discretion. Each The Holder of Preferred Shareseach Note, the Non-Permitted Holder and each other Person in the chain of title from the Holder to the Non-Permitted Holder, by its acceptance of an interest in the applicable Preferred SharesNotes, agrees to cooperate with the Issuer Issuer, the Collateral Manager and the Preferred Share Paying Agent Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted Holder. The terms and conditions of any such sale under this subsection shall be determined in the sole discretion of the Issuer, and none of the Issuer, Preferred Share Registrar the Trustee or the Preferred Share Paying Agent Collateral Manager shall be liable to any Person having an interest in the Preferred Shares Notes sold as a result of any such sale or the exercise of such discretion. (c) If any Person shall become the beneficial owner of an interest in any Note who has made or is deemed to have made a prohibited transaction, Benefit Plan Investor or Other Plan Law representation required by Section 2.6 that is subsequently shown to be false or misleading (any such Person a “Non-Permitted ERISA Holder”), the Issuer (or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery that such Person is a Non-Permitted ERISA Holder by the Issuer or upon notice to the Issuer from the Trustee (if a Trust Officer of the Trustee has actual knowledge and who agrees to notify the Issuer upon obtaining actual knowledge), send notice to such Non-Permitted ERISA Holder demanding that such Non-Permitted ERISA Holder transfer all or any portion of the Notes held by such Person to a Person that is not a Non-Permitted ERISA Holder within 10 days after the date of such notice. If such Non-Permitted ERISA Holder fails to so transfer such Notes, the Issuer shall have the right, without further notice to the Non-Permitted ERISA Holder, to sell such Notes or interest in such Notes to a purchaser selected by the Issuer that is not a Non-Permitted ERISA Holder on such terms as the Issuer may choose. The Issuer may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Notes, and selling such Notes to the highest such bidder. The holder of each Note, the Non-Permitted ERISA Holder and each other Person in the chain of title from the Holder to the Non-Permitted ERISA Holder, by its acceptance of an interest in the Notes, agrees to cooperate with the Issuer and the Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted ERISA Holder. The terms and conditions of any sale under this sub-Section (c) shall be determined in the sole discretion of the Issuer, and none of the Issuer, the Trustee or the Collateral Manager shall be liable to any Person having an interest in the Notes sold as a result of any such sale or the exercise of such discretion.

Non-Permitted Holders. (a) Notwithstanding any other provision in this Agreementanything to the contrary elsewhere herein, any transfer of a beneficial interest in Preferred Shares any Note to a Non-Permitted Holder U.S. Person that is not a QIB/QP shall be null and void ab initio and any such purported transfer of which the Issuer or the Preferred Share Paying Agent Trustee shall have notice may be disregarded by the Issuer and the Preferred Share Paying Agent Trustee for all purposes at any time after either purposes. In addition, the acquisition of them learns that any Person is or has become Notes by a Non-Permitted HolderHolder under Section 2.12(b) shall be null and void ab initio. (b) If any U.S. Person that is not a QIB/QP shall become the Holder or beneficial owner of an interest in any Note (other than a Regulation S Global Note) or any U.S. Person shall become the Holder of a Regulation S Global Note (any such Person a “Non-Permitted Holder becomes the beneficial owner of Preferred SharesHolder”), the acquisition of Notes by such Holder shall be null and void ab initio. The Issuer (or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery of any that such Person is a Non-Permitted Holder by the Issuer or the Preferred Share Paying Agent (and Trustee or upon notice by the Preferred Share Paying Agent to the IssuerIssuer from the Trustee (if a trust officer of the Trustee obtains actual knowledge, if in which case, the Preferred Share Paying Agent makes Trustee agrees to notify the Issuer of such discovery), send notice to such Non-Permitted Holder demanding that such Non-Permitted Holder transfer its Preferred Shares or interest in the Notes held by such Non-Permitted Holder to a Person that is not a Non-Permitted Holder within 30 days of after the date of such notice. If such Non-Permitted Holder fails to so transfer such Preferred Shares Notes, the Issuer or interest, the Collateral Manager acting for the Issuer shall have the right, without further notice to the Non-Permitted Holder, to sell such Preferred Shares Notes or interest in Preferred Shares such Notes to a purchaser selected by the Issuer that is not a Non-Permitted Holder on such terms as the Issuer may choose. The Issuer may retain an investment bank to act Issuer, or the Collateral Manager acting on behalf of the Issuer’s behalf or request , may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Preferred SharesNotes, and the Issuer will sell such Preferred Shares or interest Notes to the highest such bidder; provided that the Collateral Manager, its Affiliates and accounts, funds, clients or portfolios established and controlled by the Collateral Manager shall be entitled to bid in any such sale. However, the Issuer or the Collateral Manager may select a purchaser by any other means determined by it in its sole discretion. Each The Holder of Preferred Shareseach Note, the Non-Permitted Holder and each other Person in the chain of title from the Holder to the Non-Permitted Holder, by its acceptance of an interest in the applicable Preferred SharesNotes, agrees to cooperate with the Issuer Issuer, the Collateral Manager and the Preferred Share Paying Agent Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted Holder. The terms and conditions of any such sale under this subsection shall be determined in the sole discretion of the Issuer, and none of the Issuer, Preferred Share Registrar the Trustee or the Preferred Share Paying Agent Collateral Manager shall be liable to any Person having an interest in the Preferred Shares Notes sold as a result of any such sale or the exercise of such discretion. (c) If any Person shall become the beneficial owner of an interest in any Note who has made or is deemed to have made a prohibited transaction, Benefit Plan Investor or Other Plan Law representation required by Section 2.6 that is subsequently shown to be false or misleading (any such Person a “Non-Permitted ERISA Holder”), the Issuer (or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery that such Person is a Non-Permitted ERISA Holder by the Issuer or upon notice to the Issuer from the Trustee (if a Trust Officer of the Trustee has actual knowledge and who agrees to notify the Issuer upon obtaining actual knowledge), send notice to such Non-Permitted ERISA Holder demanding that such Non-Permitted ERISA Holder transfer all or any portion of the Notes held by such Person to a Person that is not a Non-Permitted ERISA Holder within 10 days after the date of such notice. If such Non-Permitted ERISA Holder fails to so transfer such Notes, the Issuer shall have the right, without further notice to the Non-Permitted ERISA Holder, to sell such Notes or interest in such Notes to a purchaser selected by the Issuer that is not a Non-Permitted ERISA Holder on such terms as the Issuer may choose. The Issuer may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Notes, and selling such Notes to the highest such bidder. The holder of each Note, the Non-Permitted ERISA Holder and each other Person in the chain of title from the Holder to the Non-Permitted ERISA Holder, by its acceptance of an interest in the Notes, agrees to cooperate with the Issuer and the Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted ERISA Holder. The terms and conditions of any sale under this sub-Section (c) shall be determined in the sole discretion of the Issuer, and none of the Issuers the Trustee or the Collateral Manager shall be liable to any Person having an interest in the Notes sold as a result of any such sale or the exercise of such discretion. (d) If (i) a Holder of a Note fails for any reason to comply with the Holder AML Obligations or such information or documentation is not accurate or complete or (ii) the Issuer otherwise reasonably determines that such Holder’s acquisition, holding or transfer of an interest in any Note would cause the Issuer to be unable to achieve AML Compliance, the Issuer (or any intermediary on the Issuer’s behalf) shall have the right to (x) compel the relevant Holder to sell its interest in such Note or (y) sell such interest on such Xxxxxx’s behalf. The Issuer shall not compel sales for failure to provide such other information or documentation as may be required under the Cayman AML Regulations unless the Issuer reasonably determines the Holder’s acquisition, holding or transfer of an interest in such Note would result in a materially adverse effect on the Issuer.

Non-Permitted Holders. (a) Notwithstanding any other provision in this Agreementanything to the contrary elsewhere herein, any transfer of a beneficial interest in Preferred Shares any Note to a Non-Permitted Holder U.S. Person that is not a QIB/QP (or, solely in the case of Notes issued as Certificated Notes, an IAI/QP) shall in either case be null and void ab initio and any such purported transfer of which the Issuer or Issuer, the Preferred Share Paying Co-Issuer, the Trustee, the Collateral Agent and the Loan Agent shall have notice may be disregarded by the Issuer Issuer, the Co-Issuer, the Trustee, the Collateral Agent and the Preferred Share Paying Loan Agent for all purposes at any time after either purposes. In addition, the acquisition of them learns that any Person is or has become Notes by a Non-Permitted HolderHolder under Section 2.11(b) shall be null and void ab initio. (b) If any U.S. Person that is not a QIB/QP (or, solely in the case of Notes issued as Certificated Notes, a U.S. Person that is an Institutional Accredited Investor and is also a Qualified Purchaser (or a corporation, partnership, limited liability company or other entity (other than a trust) of which each shareholder, partner, member or other equity owner is a Qualified Purchaser)) shall in either case become the Holder or beneficial owner of an interest in any Note (any such Person a “Non-Permitted Holder becomes the beneficial owner of Preferred SharesHolder”), the acquisition of such Notes by such Holder shall be void ab initio. The Issuer (or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery of any that such Person is a Non-Permitted Holder by the Issuer or the Preferred Share Paying Agent Co-Issuer (and if the Co-Issuer obtains actual knowledge), or upon notice by the Preferred Share Paying Agent to the IssuerIssuer from the Trustee (if a Trust Officer of the Trustee obtains actual knowledge (in which case the Trustee agrees to notify the Issuer of such discovery, if the Preferred Share Paying Agent makes the discoveryany)), send notice to such Non-Permitted Holder demanding that such Non-Permitted Holder transfer its Preferred Shares or interest in the Notes held by such Non-Permitted Holder to a Person that is not a Non-Permitted Holder within 30 days of after the date of such notice. If such Non-Permitted Holder fails to so transfer such Preferred Shares Notes or interestinterest therein, the Issuer or the Collateral Manager acting for the Issuer shall have the right, without further notice to the Non-Permitted Holder, to sell such Preferred Shares Notes or interest in Preferred Shares such Notes to a purchaser selected by the Issuer that is not a Non-Permitted Holder on such terms as the Issuer may choose. The Issuer may retain an investment bank to act Issuer, or the Collateral Manager acting on behalf of the Issuer’s behalf or request , may (but is not required to) select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Preferred Shares, Notes and the Issuer will sell such Preferred Shares or interest Notes to the highest such bidder; provided that the Collateral Manager, its Affiliates and accounts, funds, clients or portfolios established and controlled by the Collateral Manager shall be entitled to bid in any such sale. However, the Issuer or the Collateral Manager may select a purchaser by any other means determined by it in its sole discretion. Each The Holder of Preferred Shareseach Note, the Non-Permitted Holder and each other Person in the chain of title from the Holder to the Non-Permitted Holder, by its acceptance of an interest in the applicable Preferred SharesNotes, agrees to cooperate with the Issuer Issuer, the Trustee, the Collateral Agent and the Preferred Share Paying Agent Collateral Manager to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted Holder. The terms and conditions of any such sale under this sub-section shall be determined in the sole discretion of the Issuer, and none of the Issuer, the Co-Issuer, the Trustee, the Collateral Agent, the Fiscal Agent or the Collateral Manager shall be liable to any Person having an interest in the Notes or Preferred Shares sold as a result of any such sale or the exercise of such discretion. (c) If any Person shall become the beneficial owner of an interest in any Note who has made or is deemed to have made, as applicable, a prohibited transaction, Benefit Plan Investor, Controlling Person, Similar Law or Other Plan Law representation required by Section 2.5 that is subsequently shown to be false or misleading or whose beneficial ownership otherwise causes a violation of the 25% Limitation (any such Person a “Non-Permitted ERISA Holder”), the Issuer (or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery that such Person is a Non-Permitted ERISA Holder by the Issuer or upon notice to the Issuer from the Trustee (if a Trust Officer of the Trustee obtains actual knowledge or by the Co-Issuer if it obtains actual knowledge (who, in which case, agree to notify the Issuer of such discovery, if any)), send notice to such Non-Permitted ERISA Holder demanding that such Non-Permitted ERISA Holder transfer all or any portion of the Notes or Preferred Shares held by such Person to a Person that is not a Non-Permitted ERISA Holder within 10 days after the date of such notice. If such Non-Permitted ERISA Holder fails to so transfer such Notes or Preferred Shares, the Issuer shall have the right, without further notice to the Non-Permitted ERISA Holder, to sell such Notes or interest in such Notes to a purchaser selected by the Issuer that is not a Non-Permitted ERISA Holder on such terms as the Issuer may choose. The Issuer may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Notes or Preferred Shares and selling such Notes or Preferred Shares to the highest such bidder. However, the Issuer may select a purchaser by any other means in its sole discretion. The holder of each Note or Preferred Share, the Non-Permitted ERISA Holder and each other Person in the chain of title from the Holder to the Non-Permitted ERISA Holder, by its acceptance of an interest in the Notes or Preferred Shares, agrees to cooperate with the Issuer and the Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted ERISA Holder. The terms and conditions of any sale under this subsection shall be determined in the sole discretion of the Issuer, and none of the Issuer, Preferred Share Registrar the Co-Issuer, the Trustee, the Fiscal Agent, the Collateral Agent, the Loan Agent or the Preferred Share Paying Agent Collateral Manager shall be liable to any Person having an interest in the Notes or Preferred Shares sold as a result of any such sale or the exercise of such discretion.

Non-Permitted Holders. (a) Notwithstanding If any U.S. Person that is not a QIB/QP shall become the Holder or beneficial owner of an interest in any Note (other provision in this Agreement, than a Regulation S Global Note) or any transfer U.S. Person shall become the Holder of a beneficial interest in Preferred Shares to Regulation S Global Note (any such Person a “Non-Permitted Holder”), the acquisition of Notes by such Holder shall be null and void ab initio and any such purported transfer of which the Issuer or the Preferred Share Paying Agent shall have notice may be disregarded by the Issuer and the Preferred Share Paying Agent for all purposes at any time after either of them learns that any Person is or has become a Non-Permitted Holderinitio. (b) If any Non-Permitted Holder becomes The Issuer (or the beneficial owner Collateral Manager on behalf of Preferred Shares, the Issuer Issuer) shall, promptly after discovery of any that such Person is a Non-Permitted Holder by the Issuer or the Preferred Share Paying Agent (and Trustee or upon notice by the Preferred Share Paying Agent to the IssuerIssuer from the Trustee (if a trust officer of the Trustee obtains actual knowledge, if in which case, the Preferred Share Paying Agent makes Trustee agrees to notify the Issuer of such discovery), send notice to such Non-Permitted Holder demanding that such Non-Permitted Holder transfer its Preferred Shares or interest in the Notes held by such Non-Permitted Holder to a Person that is not a Non-Permitted Holder within 30 days of after the date of such notice. If such Non-Permitted Holder fails to so transfer such Preferred Shares Notes, the Issuer or interest, the Collateral Manager acting for the Issuer shall have the right, without further notice to the Non-Permitted Holder, to sell such Preferred Shares Notes or interest in Preferred Shares such Notes to a purchaser selected by the Issuer that is not a Non-Permitted Holder on such terms as the Issuer may choose. The Issuer may retain an investment bank to act Issuer, or the Collateral Manager acting on behalf of the Issuer’s behalf or request , may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Preferred SharesNotes, and the Issuer will sell such Preferred Shares or interest Notes to the highest such bidder; provided that the Collateral Manager, its Affiliates and accounts, funds, clients or portfolios established and controlled by the Collateral Manager shall be entitled to bid in any such sale. However, the Issuer or the Collateral Manager may select a purchaser by any other means determined by it in its sole discretion. Each The Holder of Preferred Shareseach Note, the Non-Permitted Holder and each other Person in the chain of title from the Holder to the Non-Permitted Holder, by its acceptance of an interest in the applicable Preferred SharesNotes, agrees to cooperate with the Issuer Issuer, the Collateral Manager and the Preferred Share Paying Agent Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted Holder. The terms and conditions of any such sale under this subsection shall be determined in the sole discretion of the Issuer, and none of the Issuer, Preferred Share Registrar the Trustee or the Preferred Share Paying Agent Collateral Manager shall be liable to any Person having an interest in the Preferred Shares Notes sold as a result of any such sale or the exercise of such discretion. (c) If any Person shall become the beneficial owner of an interest in any Note who has made or is deemed to have made a prohibited transaction, Benefit Plan Investor or Other Plan Law representation required by Section 2.6 that is subsequently shown to be false or misleading (any such Person a “Non-Permitted ERISA Holder”), the Issuer (or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery that such Person is a Non-Permitted ERISA Holder by the Issuer or upon notice to the Issuer from the Trustee (if a Trust Officer of the Trustee has actual knowledge and who agrees to notify the Issuer upon obtaining actual knowledge), send notice to such Non-Permitted ERISA Holder demanding that such Non-Permitted ERISA Holder transfer all or any portion of the Notes held by such Person to a Person that is not a Non-Permitted ERISA Holder within 10 days after the date of such notice. If such Non-Permitted ERISA Holder fails to so transfer such Notes, the Issuer shall have the right, without further notice to the Non-Permitted ERISA Holder, to sell such Notes or interest in such Notes to a purchaser selected by the Issuer that is not a Non-Permitted ERISA Holder on such terms as the Issuer may choose. The Issuer may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Notes, and selling such Notes to the highest such bidder. The holder of each Note, the Non-Permitted ERISA Holder and each other Person in the chain of title from the Holder to the Non-Permitted ERISA Holder, by its acceptance of an interest in the Notes, agrees to cooperate with the Issuer and the Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted ERISA Holder. The terms and conditions of any sale under this sub-Section (c) shall be determined in the sole discretion of the Issuer, and none of the Issuers the Trustee or the Collateral Manager shall be liable to any Person having an interest in the Notes sold as a result of any such sale or the exercise of such discretion. (d) If (i) a Holder of a Note fails for any reason to comply with the Holder AML Obligations or such information or documentation is not accurate or complete or (ii) the Issuer otherwise reasonably determines that such Holder’s acquisition, holding or transfer of an interest in any Note would cause the Issuer to be unable to achieve AML Compliance, the Issuer (or any intermediary on the Issuer’s behalf) shall have the right to (x) compel the relevant Holder to sell its interest in such Note or (y) sell such interest on such Xxxxxx’s behalf. The Issuer shall not compel sales for failure to provide such other information or documentation as may be required under the Cayman AML Regulations unless the Issuer reasonably determines the Holder’s acquisition, holding or transfer of an interest in such Note would result in a materially adverse effect on the Issuer.

Non-Permitted Holders. (a) Notwithstanding any other provision in this Agreementanything to the contrary elsewhere herein, any transfer of a beneficial interest in Preferred Shares any Note to (i) a NonU.S. person that is not a QIB/QP (other than a U.S. person that is an Institutional Accredited Investor and is also a Qualified Purchaser (or a corporation, partnership, limited liability company or other entity (other than a trust), each shareholder, partner, member or other equity owner of which is a Qualified Purchaser)) or (ii) a non-Permitted Holder U.S. person that is not a Qualified Purchaser shall in either case be null and void ab initio and any such purported transfer of which the Issuer or the Preferred Share Paying Agent Trustee shall have notice may be disregarded by the Issuer and the Preferred Share Paying Agent Trustee for all purposes at any time after either purposes. In addition, the acquisition of them learns that any Person is or has become Notes by a Non-Permitted HolderHolder under Section 2.11(b) shall be null and void ab initio. (b) If any (i) U.S. person that is not a QIB/QP (other than a U.S. person that is an Institutional Accredited Investor and is also a Qualified Purchaser (or a corporation, partnership, limited liability company or other entity (other than a trust), each shareholder, partner, member or other equity owner of which is a Qualified Purchaser)) or (ii) non-U.S. person that is not a Qualified Purchaser shall, in either case, become the holder or beneficial owner of an interest in any Note (any such Person a “Non-Permitted Holder becomes the beneficial owner of Preferred SharesHolder”), the acquisition of such Notes by such holder shall be null and void ab initio. The Issuer (or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery of any that such Person is a Non-Permitted Holder by the Issuer or the Preferred Share Paying Agent (and upon notice by the Preferred Share Paying Agent to the IssuerIssuer from the Trustee (if a Trust Officer of the Trustee obtains actual knowledge, if in which case the Preferred Share Paying Agent makes Trustee agrees to notify the Issuer of such discovery), send notice to such Non-Permitted Holder demanding that such Non-Permitted Holder transfer its Preferred Shares or interest in the Notes held by such Non-Permitted Holder to a Person that is not a Non-Permitted Holder within 30 days of after the date of such notice. If such Non-Permitted Holder fails to so transfer such Preferred Shares Notes, the Issuer or interest, the Collateral Manager acting for the Issuer shall have the right, without further notice to the Non-Permitted Holder, to sell such Preferred Shares Notes or interest in Preferred Shares such Notes to a purchaser selected by the Issuer that is not a Non-Permitted Holder on such terms as the Issuer may choose. The Issuer may retain an investment bank to act Issuer, or the Collateral Manager acting on behalf of the Issuer’s behalf or request , may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Preferred Shares, Notes and the Issuer will sell selling such Preferred Shares or interest Notes to the highest such bidder; provided that the Collateral Manager, its Affiliates and accounts, funds, clients or portfolios established and controlled by the Collateral Manager shall be entitled to bid in any such sale. However, the Issuer or the Collateral Manager may select a purchaser by any other means determined by it in its sole discretion. Each The Holder of Preferred Shareseach Note, the Non-Permitted Holder and each other Person in the chain of title from the Holder to the Non-Permitted Holder, by its acceptance of an interest in the applicable Preferred SharesNotes, agrees to cooperate with the Issuer Issuer, the Collateral Manager and the Preferred Share Paying Agent Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted Holder. The terms and conditions of any sale under this subsection sub-Section shall be determined in the sole discretion of the Issuer, and none of the Issuer, Preferred Share Registrar the Trustee or the Preferred Share Paying Agent Collateral Manager shall be liable to any Person having an interest in the Preferred Shares Notes sold as a result of any such sale or the exercise of such discretion. (c) If any Person shall become the beneficial owner of an interest in any Note or any Interest who has made or is deemed to have made a prohibited transaction, Benefit Plan Investor, Controlling Person, Similar Law or Other Plan Law representation required by Section 2.5 that is subsequently shown to be false or misleading or whose beneficial ownership causes a violation of the 25% Limitation (any such Person a “Non-Permitted ERISA Holder”), the Issuer (or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery that such Person is a Non-Permitted ERISA Holder by the Issuer or upon notice to the Issuer from the Trustee (if a trust officer of the Trustee obtains actual knowledge, in which case the Trustee agrees to notify the Issuer of such discovery), send notice to such Non-Permitted ERISA Holder demanding that such Non-Permitted ERISA Holder transfer all or any portion of the Notes or Interests held by such Person to a Person that is not a Non-Permitted ERISA Holder within 10 days after the date of such notice. If such Non-Permitted ERISA Holder fails to so transfer its interest in such Notes or Interests, the Issuer shall have the right, without further notice to the Non-Permitted ERISA Holder, to sell such Non-Permitted ERISA Holder’s interest in such Notes or Interests to a purchaser selected by the Issuer that is not a Non-Permitted ERISA Holder on such terms as the Issuer may choose. The Issuer may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Notes or Interests and selling such Notes or Interests to the highest such bidder. The holder of each Note or Interest, the Non-Permitted ERISA Holder and each other Person in the chain of title from the Holder to the Non-Permitted ERISA Holder, by its acceptance of an interest in the Notes or Interests, agrees to cooperate with the Issuer and the Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted ERISA Holder. The terms and conditions of any sale under this sub-Section shall be determined in the sole discretion of the Issuer, and none of the Issuer the Trustee or the Collateral Manager shall be liable to any Person having an interest in the Notes or Interests sold as a result of any such sale or the exercise of such discretion.

Non-Permitted Holders. (a) Notwithstanding any other provision in this Agreementanything to the contrary elsewhere herein, any sale or transfer of a beneficial interest Note or a Beneficial Interest to (i) a U.S. Person that is not a QIB/QP (other than an initial purchaser of the Notes that is both an Institutional Accredited Investor and a Qualified Purchaser holding a Beneficial Interest in Preferred Shares the IAI Global Note), (ii) any other Person that did not acquire the Note or the Beneficial Interest in an offshore transaction in accordance with Regulation S or (iii) a Person that is a Restricted Party (any such Person described in clauses (i) through (iii) being referred to herein as a “Non-Permitted Holder Holder”) shall be null and void ab initio for all purposes of this Indenture and any the Notes. Any such purported transfer of which the Issuer or the Preferred Share Paying Agent Trustee shall have notice may be disregarded by the Issuer and the Preferred Share Paying Agent Trustee for all purposes at any time after either of them learns that any Person is or has become a Non-Permitted Holderunder this Indenture. (b) If any Person is a Non-Permitted Holder becomes the beneficial owner of Preferred SharesHolder, the Issuer shall, promptly after discovery the actual knowledge of any a Responsible Officer of the Issuer or the Trustee that such Person is a Non-Permitted Holder by (for which purpose the Trustee shall deliver written notice to the Issuer or if a Responsible Officer of the Preferred Share Paying Agent (and notice by the Preferred Share Paying Agent to the Issuer, if the Preferred Share Paying Agent makes the discoveryTrustee has actual knowledge that any Person is a Non-Permitted Holder), send written notice to such Non-Permitted Holder demanding that directing such Non-Permitted Holder to transfer its Preferred Shares or beneficial interest in the Note to a Person that is not a Non-Permitted Holder within 30 thirty (30) days of the date of such written notice. If such Non-Permitted Holder fails to so transfer the Beneficial Interest in the Notes within such Preferred Shares or interestthirty (30) day period, the Issuer shall have the right, without further notice to the Non-Permitted Holder, to sell such Preferred Shares or interest the Beneficial Interest in Preferred Shares the Notes to a purchaser or purchasers selected by the Issuer that is not a Non-Permitted Holder on such terms as the Issuer may choose. The Issuer may retain an investment bank to act on select the Issuer’s behalf purchaser or request purchasers by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Preferred Shares, Notes and the Issuer will sell such Preferred Shares or interest Notes to the highest such bidder. However, the Issuer may select a the purchaser or purchasers by any other means determined by it in its sole discretion. Each The Beneficial Holder of Preferred Shareseach Note, the Non-Permitted Holder and each other Person in the chain of title from the Beneficial Holder to the Non-Permitted Holder, by its acceptance of an interest a Beneficial Interest in the applicable Preferred SharesNotes, agrees agree to cooperate with the Issuer and the Preferred Share Paying Agent Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale sale, shall be remitted to the Non-Permitted Holder. The terms and conditions of any sale under this subsection sub-section shall be determined in the sole discretion of the Issuer, and none of neither the Issuer, Preferred Share Registrar or Issuer nor the Preferred Share Paying Agent Trustee shall be liable to any Person having an interest a Beneficial Interest in the Preferred Shares Notes sold as a result of any such sale or the exercise of such discretion. (c) Each initial purchaser of the Notes on the Closing Date shall provide a certification that it is not a Restricted Party. The restriction set forth in the preceding sentence may not be waived or amended.

Non-Permitted Holders. (a) Notwithstanding any other provision anything to the contrary elsewhere in this AgreementIndenture, any transfer of a beneficial interest in Preferred Shares any Note to (x) a U.S. person that is not both (A) either (1) a Qualified Institutional Buyer or (2) with the written consent of the Issuer and solely in the case of Non-Permitted Holder Clearing Agency Notes, an Accredited Investor (that, in the case of an Individual Accredited Investor, is also a Knowledgeable Employee) and (B) (1) a Qualified Purchaser or (2) solely in the case of Non-Clearing Agency Notes, a Knowledgeable Employee with respect to the Issuer or the Collateral Manager or (y) a non-U.S. person (as defined in Regulation S) that is not a Qualified Purchaser, shall be null and void ab initio and any such purported transfer of which the Issuer or the Preferred Share Paying Agent Collateral Trustee shall have notice may be disregarded by the Issuer and the Preferred Share Paying Agent Collateral Trustee for all purposes at any time after either of them learns that any Person is or has become a Non-Permitted Holderpurposes. (b) If any a Person becomes a Holder or a beneficial owner in violation of paragraph (a) of this Section 2.11 (Non-Permitted Holder becomes the beneficial owner Holders) (any such person a “Non-Permitted Holder”) of Preferred Sharesan interest in any Subordinated Note, the acquisition of Notes by such holder shall be null and void ab initio. The Issuer (or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery of any that such person is a Non-Permitted Holder by the Issuer or the Preferred Share Paying Agent Collateral Trustee (and notice by the Preferred Share Paying Agent Collateral Trustee (if a Trust Officer of the Collateral Trustee obtains actual knowledge) to the Issuer, if the Preferred Share Paying Agent it makes the discovery), send notice to such Non-Permitted Holder demanding that such Non-Permitted Holder transfer its Preferred Shares or interest in the Notes held by such person to a Person that is not a Non-Permitted Holder within 30 days of after the date of such notice. If such Non-Permitted Holder fails to so transfer such Preferred Shares Notes, the Issuer or interest, the Collateral Manager acting for the Issuer shall have the right, without further notice to the Non-Permitted Holder, to sell such Preferred Shares Notes or interest in Preferred Shares such Notes to a purchaser selected by the Issuer that is not a Non-Permitted Holder on such terms as the Issuer may choose. The Issuer may retain an investment bank to act Issuer, or the Collateral Manager acting on behalf of the Issuer’s behalf or request , may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Preferred Shares, Notes and the Issuer will sell such Preferred Shares or interest Notes to the highest such bidder; provided that the Collateral Manager, its affiliates and accounts, funds, clients or portfolios established and controlled by the Collateral Manager shall be entitled to bid in any such sale. However, the Issuer or the Collateral Manager may select a purchaser by any other means determined by it in its sole discretion. Each The Holder and beneficial owner of Preferred Shareseach Note, the Non-Permitted Holder and each other Person in the chain of title from the Holder and beneficial owner to the Non-Permitted Holder, by its acceptance of an interest in the applicable Preferred SharesNotes, agrees to cooperate with the Issuer Issuer, the Collateral Manager and the Preferred Share Paying Agent Collateral Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted Holder. The terms and conditions of any sale under this subsection shall be determined in the sole discretion of the Issuer, and none of the Issuer, Preferred Share Registrar the Collateral Trustee or the Preferred Share Paying Agent Collateral Manager shall be liable to any Person having an interest in the Preferred Shares Notes sold as a result of any such sale or the exercise of such discretion. (c) [Reserved]. (d) [Reserved]. (e) Notwithstanding anything to the contrary elsewhere in this Indenture, any transfer of a beneficial interest in any Subordinated Note to a Person who has made an ERISA-related representation required by Section 2.5 (Registration, Registration of Transfer and Exchange) that is subsequently shown to be false or misleading shall be null and void ab initio and any such purported transfer of which the Issuer or the Collateral Trustee shall have notice may be disregarded by the Issuer and the Collateral Trustee for all purposes. (f) If any Person shall become the Holder or beneficial owner of an interest in any Note who has made or is deemed to have made a prohibited transaction, Benefit Plan Investor, Similar Law or Other Plan Law representation required by Section 2.5 (Registration, Registration of Transfer and Exchange) that is subsequently shown to be false or misleading or whose ownership or beneficial ownership otherwise causes a violation of the 25% Limitation (any such person a “Non-Permitted ERISA Holder”), the Issuer (or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery that such person is a Non-Permitted ERISA Holder by the Issuer or upon notice from the Collateral Trustee (if a Trust Officer of the Collateral Trustee obtains actual knowledge) to the Issuer, if it makes the discovery and agrees to notify the Issuer of such discovery, send notice to such Non-Permitted ERISA Holder demanding that such Non-Permitted ERISA Holder transfer all or any portion of the Notes held by such Person or its interest in such Notes to a Person that is not a Non-Permitted ERISA Holder within 10 days after the date of such notice. If such Non-Permitted ERISA Holder fails to so transfer such Notes the Issuer shall have the right, without further notice to the Non-Permitted ERISA Holder, to sell such Notes or interest in such Notes, as applicable, to a purchaser selected by the Issuer that is not a Non-Permitted ERISA Holder on such terms as the Issuer may choose. The Issuer may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Notes and sell such Notes to the highest such bidder. However, the Issuer may select the purchaser by any method it determines in its sole discretion. The Holder of each Note, the Non-Permitted ERISA Holder and each other Person in the chain of title from the Holder to the Non-Permitted ERISA Holder, by its acceptance of an interest in the Notes agrees to cooperate with the Issuer and the Collateral Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted ERISA Holder. The terms and conditions of any sale under this subsection shall be determined in the sole discretion of the Issuer, and none of the Issuer, the Collateral Trustee or the Collateral Manager shall be liable to any Person having an interest in the Notes sold as a result of any such sale or the exercise of such discretion.

Non-Permitted Holders. (a) Notwithstanding any other provision in this Agreementanything to the contrary elsewhere herein, any transfer of a beneficial interest in Preferred Shares any Debt to a Non-Permitted Holder U.S. Person that is not a QIB/QP shall be null and void ab initio and any such purported transfer of which the Issuer or the Preferred Share Paying Agent Collateral Trustee shall have notice may be disregarded by the Issuer and the Preferred Share Paying Agent Collateral Trustee for all purposes at any time after either purposes. In addition, the acquisition of them learns that any Person is or has become Secured Debt by a Non-Permitted Holder under Section 2.12(a) shall be null and void ab initio. If (i) any U.S. Person that is not a QIB/QP shall become the Holder beneficial owner of an interest in any Note (other than a Regulation S Global Note), (ii) any U.S. person shall become the Holder of a Regulation S Global Note or (iii) any person that is not a Qualified Purchaser shall become the holder or beneficial owner of an interest in any Regulation S Global Note (any such Person a “Non-Permitted Holder”), the acquisition of Debt by such Holder shall be null and void ab initio. (b) If any Non-Permitted Holder becomes The Issuer (or the beneficial owner Collateral Manager on behalf of Preferred Shares, the Issuer Issuer) shall, promptly after discovery of any that such Person is a Non-Permitted Holder by the Issuer or the Preferred Share Paying Agent (and Collateral Trustee or upon notice by the Preferred Share Paying Agent to the IssuerIssuer from the Collateral Trustee (if a trust officer of the Collateral Trustee obtains actual knowledge, if in which case, the Preferred Share Paying Agent makes Collateral Trustee agrees to notify the Issuer of such discovery), send notice to such Non-Permitted Holder demanding that such Non-Permitted Holder transfer its Preferred Shares or interest in the Debt held by such Non-Permitted Holder to a Person that is not a Non-Permitted Holder within 30 days of after the date of such notice. If such Non-Permitted Holder fails to so transfer such Preferred Shares Debt, the Issuer or interest, the Collateral Manager acting for the Issuer shall have the right, without further notice to the Non-Permitted Holder, to sell such Preferred Shares Debt or interest in Preferred Shares such Debt to a purchaser selected by the Issuer that is not a Non-Permitted Holder on such terms as the Issuer may choose. The Issuer may retain an investment bank to act Issuer, or the Collateral Manager acting on behalf of the Issuer’s behalf or request , may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Preferred SharesDebt, and the Issuer will sell such Preferred Shares or interest Debt to the highest such bidder; provided that the Collateral Manager, its Affiliates and accounts, funds, clients or portfolios established and controlled by the Collateral Manager shall be entitled to bid in any such sale. However, the Issuer or the Collateral Manager may select a purchaser by any other means determined by it in its sole discretion. Each The Holder of Preferred Shareseach Note, the Non-Permitted Holder and each other Person in the chain of title from the Holder to the Non-Permitted Holder, by its acceptance of an interest in the applicable Preferred SharesDebt, agrees to cooperate with the Issuer Issuer, the Collateral Manager and the Preferred Share Paying Agent Collateral Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted Holder. The terms and conditions of any such sale under this subsection shall be determined in the sole discretion of the Issuer, and none of the Issuer, Preferred Share Registrar the Collateral Trustee, the Loan Agent or the Preferred Share Paying Agent Collateral Manager shall be liable to any Person having an interest in the Preferred Shares Notes sold as a result of any such sale or the exercise of such discretion. (c) If any Person shall become the beneficial owner of an interest in any Note who has made or is deemed to have made a prohibited transaction, Benefit Plan Investor or Other Plan Law representation required by Section 2.6 that is subsequently shown to be false or misleading (any such Person a “Non-Permitted ERISA Holder”), the Issuer (or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery that such Person is a Non-Permitted ERISA Holder by the Issuer or upon notice to the Issuer from the Collateral Trustee (if a Trust Officer of the Collateral Trustee has actual knowledge and who agrees to notify the Issuer upon obtaining actual knowledge), send notice to such Non-Permitted ERISA Holder demanding that such Non-Permitted ERISA Holder transfer all or any portion of the Notes held by such Person to a Person that is not a Non-Permitted ERISA Holder within 10 days after the date of such notice. If such Non-Permitted ERISA Holder fails to so transfer such Notes, the Issuer shall have the right, without further notice to the Non-Permitted ERISA Holder, to sell such Notes or interest in such Notes to a purchaser selected by the Issuer that is not a Non-Permitted ERISA Holder on such terms as the Issuer may choose. The Issuer may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Debt, and selling such Notes to the highest such bidder. The holder of each Note, the Non-Permitted ERISA Holder and each other Person in the chain of title from the Holder to the Non-Permitted ERISA Holder, by its acceptance of an interest in the Notes, agrees to cooperate with the Issuer and the Collateral Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted ERISA Holder. The terms and conditions of any sale under this sub-Section (c) shall be determined in the sole discretion of the Issuer, and none of the Issuer, the Collateral Trustee, the Loan Agent or the Collateral Manager shall be liable to any Person having an interest in the Debt sold as a result of any such sale or the exercise of such discretion.

Non-Permitted Holders. (a) Notwithstanding any other provision anything to the contrary elsewhere in this AgreementIndenture, any transfer of a beneficial interest in Preferred Shares any Note to a Non-Permitted Non‑Permitted Holder shall be null and void ab initio and any such purported transfer of which the Issuer Issuer, the Co‑Issuer or the Preferred Share Paying Agent Collateral Trustee shall have notice may be disregarded by the Issuer Issuer, the Co‑Issuer and the Preferred Share Paying Agent Collateral Trustee for all purposes at any time after either of them learns that any Person is or has become a Non-Permitted Holderpurposes. (b) If any Non-Permitted a Non‑Permitted Holder becomes the a Holder or a beneficial owner of Preferred Sharesa Note, the acquisition of Notes by such holder shall be null and void ab initio. The Issuer (or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery of any that such Non-Permitted person is a Non‑Permitted Holder by the Issuer Issuer, the Co‑Issuer or the Preferred Share Paying Agent Collateral Trustee (and notice by the Preferred Share Paying Agent Collateral Trustee (if a Trust Officer of the Collateral Trustee obtains actual knowledge) or the Co‑Issuer to the Issuer, if the Preferred Share Paying Agent either of them makes the discovery), send notice to such Non-Permitted Non‑Permitted Holder demanding that such Non-Permitted Non‑Permitted Holder transfer its Preferred Shares or interest in the Notes held by such person to a Person that is not a Non-Permitted Non‑Permitted Holder within 30 days of after the date of such notice. If such Non-Permitted Non‑Permitted Holder fails to so transfer such Preferred Shares Notes, the Issuer or interest, the Collateral Manager acting for the Issuer shall have the right, without further notice to the Non-Permitted Non‑Permitted Holder, to sell such Preferred Shares Notes or interest in Preferred Shares such Notes to a purchaser selected by the Issuer that is not a Non-Permitted Non‑Permitted Holder on such terms as the Issuer may choose. The Issuer may retain an investment bank to act Issuer, or the Collateral Manager acting on behalf of the Issuer’s behalf or request , may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Preferred Shares, Notes and the Issuer will sell such Preferred Shares or interest Notes to the highest such bidder; provided that the Collateral Manager, its affiliates and accounts, funds, clients or portfolios established and controlled by the Collateral Manager shall be entitled to bid in any such sale. However, the Issuer or the Collateral Manager may select a purchaser by any other means determined by it in its sole discretion. Each The Holder and beneficial owner of Preferred Shareseach Note, the Non-Permitted Non‑Permitted Holder and each other Person in the chain of title from the Holder and beneficial owner to the Non-Permitted Non‑Permitted Holder, by its acceptance of an interest in the applicable Preferred SharesNotes, agrees to cooperate with the Issuer Issuer, the Collateral Manager and the Preferred Share Paying Agent Collateral Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted Non‑Permitted Holder. The terms and conditions of any sale under this subsection shall be determined in the sole discretion of the Issuer, and none of the Issuer, Preferred Share Registrar the Co‑Issuer, the Collateral Trustee or the Preferred Share Paying Agent Collateral Manager shall be liable to any Person having an interest in the Preferred Shares Notes sold as a result of any such sale or the exercise of such discretion. (c) If a Holder or beneficial owner of Notes fails to provide the Issuer, the Collateral Trustee or any other agent of the Issuer with any correct, complete and accurate information or certifications that may be required for the Issuer to comply with FATCA and the Bermuda FATCA Legislation and to prevent the imposition of U.S. federal withholding tax under FATCA on payments to or for the benefit of the Issuer, or such Holder’s or beneficial owner’s of Notes ownership of any Notes would otherwise cause the Issuer to be subject to tax under FATCA, the Issuer is authorized to withhold amounts otherwise distributable to such Holder or beneficial owner of Notes, to compel such Holder or beneficial owner of Notes to sell its Notes, and, if such Holder or beneficial owner of Notes does not sell its Notes within 10 business days after notice from the Issuer (or an agent of the Issuer), to sell such Holder’s (or beneficial owner’s of Notes) Notes on behalf of such Holder or beneficial owner of Notes. (d) Notwithstanding anything to the contrary elsewhere in this Indenture, any transfer of a beneficial interest in any Note to a Person who has made an ERISA‑related representation required by Section 2.5 (Registration, Registration of Transfer and Exchange) that is subsequently shown to be false or misleading shall be null and void ab initio and any such purported transfer of which the Issuer, the Co‑Issuer or the Collateral Trustee shall have notice may be disregarded by the Issuer, the Co‑Issuer and the Collateral Trustee for all purposes. (e) If any Person shall become the Holder or beneficial owner of an interest in any Note who has made or is deemed to have made a prohibited transaction, Benefit Plan Investor, Controlling Person, Similar Law or Other Plan Law representation required by Section 2.5 (Registration, Registration of Transfer and Exchange) that is subsequently shown to be false or misleading or, with respect to ERISA Restricted Notes, a Person whose ownership results in 25% or more of the total value of any Class of ERISA Restricted Notes being held by Benefit Plan Investors, as determined in accordance with the Plan Asset Regulation and the Indenture, (any such person a “Non‑Permitted ERISA Holder”), the Issuer (or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery that such person is a Non‑Permitted ERISA Holder by the Issuer (or upon notice from the Collateral Trustee (if a Trust Officer of the Collateral Trustee obtains actual knowledge) or the Co‑Issuer to the Issuer, if either of them makes the discovery and who, in each case, agree to notify the Issuer of such discovery), send notice to such Non‑Permitted ERISA Holder demanding that such Non‑Permitted ERISA Holder transfer all or any portion of the Notes held by such Person or its interest in such Notes to a Person that is not a Non‑Permitted ERISA Holder within 10 days after the date of such notice. If such Non‑Permitted ERISA Holder fails to so transfer such Notes the Issuer shall have the right, without further notice to the Non‑Permitted ERISA Holder, to sell such Notes or interest in such Notes, as applicable, to a purchaser selected by the Issuer that is not a Non‑Permitted ERISA Holder on such terms as the Issuer may choose. The Issuer may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Notes and sell such Notes to the highest such bidder. However, the Issuer may select the purchaser by any method it determines in its sole discretion. The Holder of each Note, the Non‑Permitted ERISA Holder and each other Person in the chain of title from the Holder to the Non‑Permitted ERISA Holder, by its acceptance of an interest in the Notes agrees to cooperate with the Issuer and the Collateral Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non‑Permitted ERISA Holder. The terms and conditions of any sale under this subsection shall be determined in the sole discretion of the Issuer, and none of the Issuer, the Co‑Issuer, the Collateral Trustee or the Collateral Manager shall be liable to any Person having an interest in the Notes sold as a result of any such sale or the exercise of such discretion.

Non-Permitted Holders. (a) Notwithstanding any other provision in this Agreementanything to the contrary elsewhere herein, any transfer of a beneficial interest in Preferred Shares any Note to a Non-Permitted Holder U.S. person that is not a QIB/QP shall be null and void ab initio and any such purported transfer of which the Issuer or the Preferred Share Paying Agent Collateral Trustee shall have notice may be disregarded by the Issuer and the Preferred Share Paying Agent Collateral Trustee for all purposes at any time after either purposes. In addition, the acquisition of them learns that any Person is or has become Notes by a Non-Permitted HolderHolder under Section 2.12(b) shall be null and void ab initio. (b) If any U.S. person that is not a QIB/QP shall become the Holder or beneficial owner of an interest in any Note (other than a Regulation S Global Note) or any U.S. Person shall become the Holder of a Regulation S Global Note (any such Person a “Non-Permitted Holder becomes the beneficial owner of Preferred SharesHolder”), the acquisition of Notes by such Holder shall be void ab initio. The Issuer (or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery of any that such Person is a Non-Permitted Holder by the Issuer or the Preferred Share Paying Agent (and Collateral Trustee or upon notice by the Preferred Share Paying Agent to the IssuerIssuer from the Collateral Trustee (if a trust officer of the Collateral Trustee obtains actual knowledge, if in which case, the Preferred Share Paying Agent makes Collateral Trustee agrees to notify the Issuer of such discovery), send notice to such Non-Permitted Holder demanding that such Non-Permitted Holder transfer its Preferred Shares or interest in the Notes held by such Non- Permitted Holder to a Person that is not a Non-Permitted Holder within 30 days of after the date of such notice. If such Non-Permitted Holder fails to so transfer such Preferred Shares Notes, the Issuer or interest, the Collateral Manager acting for the Issuer shall have the right, without further notice to the Non-Permitted Holder, to sell such Preferred Shares Notes or interest in Preferred Shares such Notes to a purchaser selected by the Issuer that is not a Non-Permitted Holder on such terms as the Issuer may choose. The Issuer may retain an investment bank to act Issuer, or the Collateral Manager acting on behalf of the Issuer’s behalf or request , may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Preferred SharesNotes, and the Issuer will sell such Preferred Shares or interest Notes to the highest such bidder; provided that the Collateral Manager, its Affiliates and accounts, funds, clients or portfolios established and controlled by the Collateral Manager shall be entitled to bid in any such sale. However, the Issuer or the Collateral Manager may select a purchaser by any other means determined by it in its sole discretion. Each The Holder of Preferred Shareseach Note, the Non-Permitted Holder and each other Person in the chain of title from the Holder to the Non-Permitted Holder, by its acceptance of an interest in the applicable Preferred SharesNotes, agrees to cooperate with the Issuer Issuer, the Collateral Manager and the Preferred Share Paying Agent Collateral Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted Holder. The terms and conditions of any such sale under this subsection shall be determined in the sole discretion of the Issuer, and none of the Issuer, Preferred Share Registrar the Collateral Trustee or the Preferred Share Paying Agent Collateral Manager shall be liable to any Person having an interest in the Preferred Shares Notes sold as a result of any such sale or the exercise of such discretion. (c) If any Person shall become the beneficial owner of an interest in any Note who has made or is deemed to have made a prohibited transaction, Benefit Plan Investor or Other Plan Law representation required by Section 2.6 that is subsequently shown to be false or misleading (any such Person a “Non-Permitted ERISA Holder”), the Issuer (or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery that such Person is a Non-Permitted ERISA Holder by the Issuer or upon notice to the Issuer from the Collateral Trustee (if a Trust Officer of the Collateral Trustee has actual knowledge and who agrees to notify the Issuer upon obtaining actual knowledge), send notice to such Non-Permitted ERISA Holder demanding that such Non-Permitted ERISA Holder transfer all or any portion of the Notes held by such Person to a Person that is not a Non-Permitted ERISA Holder within 10 days after the date of such notice. If such Non-Permitted ERISA Holder fails to so transfer such Notes, the Issuer shall have the right, without further notice to the Non-Permitted ERISA Holder, to sell such Notes or interest in such Notes to a purchaser selected by the Issuer that is not a Non-Permitted ERISA Holder on such terms as the Issuer may choose. The Issuer may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Notes, and selling such Notes to the highest such bidder. The holder of each Note, the Non-Permitted ERISA Holder and each other Person in the chain of title from the Holder to the Non-Permitted ERISA Holder, by its acceptance of an interest in the Notes, agrees to cooperate with the Issuer and the Collateral Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted ERISA Holder. The terms and conditions of any sale under this sub-Section shall be determined in the sole discretion of the Issuer, and none of the Issuers the Collateral Trustee or the Collateral Manager shall be liable to any Person having an interest in the Notes sold as a result of any such sale or the exercise of such discretion. (d) Each beneficial owner agrees (A) except as prohibited by applicable law, to obtain and provide the Issuer and the Collateral Trustee (including their agents and representatives), as applicable, with information or documentation, and to update or correct such information or documentation, as may be necessary or helpful (in the sole determination of the Issuer, the Collateral Trustee or their agents or representatives, as applicable) to achieve Tax Account Reporting Rules Compliance (the obligations undertaken pursuant to this clause (A), the “Holder Tax Obligations”), (B) that the Issuer and/or the Collateral Trustee or their agents or representatives may (1) provide such information and documentation and any other information concerning its investment in such Notes to the Cayman Islands Tax Information Authority, the U.S. Internal Revenue Service and any other relevant tax authority and (2) take such other steps as they deem necessary or helpful to achieve Tax Account Reporting Rules Compliance, including withholding on “passthru payments” (as defined in the Code), and (C) that if it fails for any reason to comply with the Holder Tax Obligations, or the Issuer otherwise reasonably determines that such beneficial owner’s direct or indirect acquisition, holding or transfer of an interest in such Notes would cause the Issuers to be unable to achieve Tax Account Reporting Rules Compliance, the Issuers shall have the right, in addition to withholding on passthru payments made to the applicable Holder of Notes or any agent or intermediary through which its Notes are held, to (x) compel it to sell its interest in such Notes, (y) after ten (10) Business Days’ notice from the Issuer (or its agents) sell such interest on its behalf and/or (z) assign to such Notes a separate CUSIP or CUSIPs. Moreover, each such beneficial owner will agree, or be deemed to agree, to indemnify the Issuers, the Collateral Trustee and the other beneficial owners of Notes for all damages, costs and expenses that result from the failure of such Person to comply with its Holder Tax Obligations. This indemnification will continue even after the Person ceases to have an ownership interest in the Notes. (e) If a Holder of a Note fails for any reason to (i) comply with the Holder AML Obligations (ii) such information or documentation is not accurate or complete, or (iii) the Issuer otherwise reasonably determines that such Holder’s acquisition, holding or transfer of an interest in any Note would cause the Issuer to be unable to achieve AML Compliance, the Issuer (or any intermediary on the Issuer’s behalf) shall have the right to (x) compel the relevant Holder to sell its interest in such Note or (y) sell such interest on such Holder’s behalf. The Issuer shall not compel sales for failure to provide such other information or documentation as may be required under the Cayman AML Regulations unless the Issuer reasonably determines the Holder’s acquisition, holding or transfer of an interest in such Note would result in a materially adverse effect on the Issuer.

Non-Permitted Holders. (a) Notwithstanding any other provision in this Agreementanything to the contrary elsewhere herein, any transfer of a beneficial interest in Preferred Shares any Note to a Non-Permitted Holder U.S. Person that is not a QIB/QP shall be null and void ab initio and any such purported transfer of which the Issuer or the Preferred Share Paying Agent Trustee shall have notice may be disregarded by the Issuer and the Preferred Share Paying Agent Trustee for all purposes at any time after either purposes. In addition, the acquisition of them learns that any Person is or has become Notes by a Non-Permitted HolderHolder under Section 2.12(b) shall be null and void ab initio. (b) If any U.S. Person that is not a QIB/QP shall become the Holder or beneficial owner of an interest in any Note (other than a Regulation S Global Note) or any U.S. Person shall become the Holder of a Regulation S Global Note (any such Person a "Non-Permitted Holder becomes the beneficial owner of Preferred SharesHolder"), the acquisition of Notes by such Holder shall be null and void ab initio. The Issuer (or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery of any that such Person is a Non-Permitted Holder by the Issuer or the Preferred Share Paying Agent (and Trustee or upon notice by the Preferred Share Paying Agent to the IssuerIssuer from the Trustee (if a trust officer of the Trustee obtains actual knowledge, if in which case, the Preferred Share Paying Agent makes Trustee agrees to notify the Issuer of such discovery), send notice to such Non-Permitted Holder demanding that such Non-Permitted Holder transfer its Preferred Shares such Note (or any interest therein) held by such Non-Permitted Holder to a Person that is not a Non-Permitted Holder within 30 days of after the date of such notice. If such Non-Permitted Holder fails to so transfer such Preferred Shares Notes (or interestits interest therein), the Issuer or the Collateral Manager acting for the Issuer shall have the right, without further notice to the Non-Permitted Holder, to sell such Preferred Shares Notes or interest in Preferred Shares such Notes to a purchaser selected by the Issuer that is not a Non-Permitted Holder on such terms as the Issuer may choose. The Issuer may retain an investment bank to act Issuer, or the Collateral Manager acting on behalf of the Issuer’s behalf or request , may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Preferred SharesNotes, and the Issuer will sell such Preferred Shares or interest Notes to the highest such bidder; provided that the Collateral Manager, its Affiliates and accounts, funds, clients or portfolios established and controlled by the Collateral Manager shall be entitled to bid in any such sale. However, the Issuer or the Collateral Manager may select a purchaser by any other means determined by it in its sole discretion. Each The Holder of Preferred Shareseach Note, the Non-Permitted Holder and each other Person in the chain of title from the Holder to the Non-Permitted Holder, by its acceptance of an interest in the applicable Preferred SharesNotes, agrees to cooperate with the Issuer Issuer, the Collateral Manager and the Preferred Share Paying Agent Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted Holder. The terms and conditions of any such sale under this subsection shall be determined in the sole discretion of the Issuer, and none of the Issuer, Preferred Share Registrar the Trustee or the Preferred Share Paying Agent Collateral Manager shall be liable to any Person having an interest in the Preferred Shares Notes sold as a result of any such sale or the exercise of such discretion. (c) If any Person shall become the beneficial owner of a Note (or any interest therein) who has made or is deemed to have made a prohibited transaction, Benefit Plan Investor or Other Plan Law representation required by Section 2.6 that is subsequently shown to be false or misleading (any such Person a "Non-Permitted ERISA Holder"), the Issuer (or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery that such Person is a Non-Permitted ERISA Holder by the Issuer or upon notice to the Issuer from the Trustee (if a Trust Officer of the Trustee has actual knowledge and agrees to notify the Issuer upon obtaining actual knowledge), send notice to such Non-Permitted ERISA Holder demanding that such Non-Permitted ERISA Holder transfer such Note (or any interest therein) held by such Person to a Person that is not a Non-Permitted ERISA Holder within 10 days after the date of such notice. If such Non-Permitted ERISA Holder fails to so transfer such Note (or its interest therein), the Issuer shall have the right, without further notice to the Non-Permitted ERISA Holder, to sell such Note or its interest in such Note to a purchaser selected by the Issuer that is not a Non-Permitted ERISA Holder on such terms as the Issuer may choose. The Issuer may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Notes, and selling such Note (or interest therein) to the highest such bidder. The holder of each Note (or any interest therein), the Non-Permitted ERISA Holder and each other Person in the chain of title from the Holder to the Non-Permitted ERISA Holder, by its acceptance of the Note (or any interest therein), agrees to cooperate with the Issuer and the Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted ERISA Holder. The terms and conditions of any sale under this sub-Section (c) shall be determined in the sole discretion of the Issuer, and none of the Issuers the Trustee or the Collateral Manager shall be liable to any Person having an interest in the Notes sold as a result of any such sale or the exercise of such discretion. (d) If (i) a Holder of a Note fails for any reason to comply with the Holder AML Obligations or such information or documentation is not accurate or complete or (ii) the Issuer otherwise reasonably determines that such Holder’s acquisition, holding or transfer of an interest in any Note would cause the Issuer to be unable to achieve AML Compliance, the Issuer (or any intermediary on the Issuer’s behalf) shall have the right to (x) compel the relevant Holder to sell its interest in such Note or (y) sell such interest on such Holder’s behalf. The Issuer shall not compel sales for failure to provide such other information or documentation as may be required under the Cayman AML Regulations unless the Issuer reasonably determines the Holder’s acquisition, holding or transfer of an interest in such Note would result in a materially adverse effect on the Issuer.

Non-Permitted Holders. (a) Notwithstanding any other provision in this Agreementanything to the contrary elsewhere herein, any transfer of a beneficial interest in Preferred Shares any Note to (i) a NonU.S. person that is not a QIB/QP (other than a U.S. person that is an Institutional Accredited Investor and is also a Qualified Purchaser (or a corporation, partnership, limited liability company or other entity (other than a trust), each shareholder, partner, member or other equity owner of which is a Qualified Purchaser)) or (ii) a non-Permitted Holder U.S. person that is not a Qualified Purchaser shall in either case be null and void ab initio and any such purported transfer of which the Issuer or the Preferred Share Paying Agent Trustee shall have notice may be disregarded by the Issuer and the Preferred Share Paying Agent Trustee for all purposes at any time after either purposes. In addition, the acquisition of them learns that any Person is or has become Notes by a Non-Permitted HolderHolder under Section 2.11(b) shall be null and void ab initio. (b) If any (i) U.S. person that is not a QIB/QP (other than a U.S. person that is an Institutional Accredited Investor and is also a Qualified Purchaser (or a corporation, partnership, limited liability company or other entity (other than a trust), each shareholder, partner, member or other equity owner of which is a Qualified Purchaser)) or (ii) non-U.S. person that is not a Qualified Purchaser shall, in either case, become the Holder or beneficial owner of an interest in any Note (any such Person a “Non-Permitted Holder becomes the beneficial owner of Preferred SharesHolder”), the Issuer (or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery of any that such Person is a Non-Permitted Holder by the Issuer or the Preferred Share Paying Agent Trustee or upon notice to the Issuer from the Trustee (if a trust officer of the Trustee obtains actual knowledge) if it makes the discovery (and notice by who, in each case, agree to notify the Preferred Share Paying Agent to the IssuerIssuer of such discovery, if the Preferred Share Paying Agent makes the discoveryany), send notice to such Non-Permitted Holder demanding that such Non-Permitted Holder transfer its Preferred Shares or interest in the Notes held by such Non-Permitted Holder to a Person that is not a Non-Permitted Holder within 30 days of after the date of such notice. If such Non-Permitted Holder fails to so transfer such Preferred Shares Notes, the Issuer or interest, the Collateral Manager acting for the Issuer shall have the right, without further notice to the Non-Permitted Holder, to sell such Preferred Shares Notes or interest in Preferred Shares such Notes to a purchaser selected by the Issuer that is not a Non-Permitted Holder on such terms as the Issuer may choose. The Issuer may retain an investment bank to act Issuer, or the Collateral Manager acting on behalf of the Issuer’s behalf or request , may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Preferred Shares, Notes and the Issuer will sell such Preferred Shares or interest Notes to the highest such bidder; provided that the Collateral Manager, its Affiliates and accounts, funds, clients or portfolios established and controlled by the Collateral Manager shall be entitled to bid in any such sale. However, the Issuer or the Collateral Manager may select a purchaser by any other means determined by it in its sole discretion. Each The Holder of Preferred Shareseach Note, the Non-Permitted Holder and each other Person in the chain of title from the Holder to the Non-Permitted Holder, by its acceptance of an interest in the applicable Preferred SharesNotes, agrees to cooperate with the Issuer Issuer, the Collateral Manager and the Preferred Share Paying Agent Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted Holder. The terms and conditions of any sale under this subsection sub-section shall be determined in the sole discretion of the Issuer, and none of the Issuer, Preferred Share Registrar the Trustee or the Preferred Share Paying Agent Collateral Manager shall be liable to any Person having an interest in the Preferred Shares Notes sold as a result of any such sale or the exercise of such discretion. (c) If any Person shall become the beneficial owner of an interest in any Note or any Interest who has made or is deemed to have made a prohibited transaction, Benefit Plan Investor, Controlling Person, Similar Law or Other Plan Law representation required by Section 2.5 that is subsequently shown to be false or misleading (any such Person a “Non-Permitted ERISA Holder”), the Issuer (or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery that such Person is a Non-Permitted ERISA Holder by the Issuer or upon notice from the Trustee (if a Trust Officer of the Trustee has actual knowledge), if it makes the discovery (and who agrees to notify the Issuer of such discovery), send notice to such Non-Permitted ERISA Holder demanding that such Non-Permitted ERISA Holder transfer all or any portion of the Notes or Interests held by such Person to a Person that is not a Non-Permitted ERISA Holder within 14 days after the date of such notice. If such Non-Permitted ERISA Holder fails to so transfer such Notes or Interests, the Issuer shall have the right, without further notice to the Non-Permitted ERISA Holder, to sell such Notes or interest in such Notes to a purchaser selected by the Issuer that is not a Non-Permitted ERISA Holder on such terms as the Issuer may choose. The Issuer may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Notes or Interests and selling such Notes or Interests to the highest such bidder. The holder of each Note or Interest, the Non-Permitted ERISA Holder and each other Person in the chain of title from the Holder to the Non-Permitted ERISA Holder, by its acceptance of an interest in the Notes or Interests, agrees to cooperate with the Issuer and the Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted ERISA Holder. The terms and conditions of any sale under this sub-Section shall be determined in the sole discretion of the Issuer, and none of the Issuer the Trustee or the Collateral Manager shall be liable to any Person having an interest in the Notes sold as a result of any such sale or the exercise of such discretion.

Non-Permitted Holders. (a) Notwithstanding If any U.S. Person that is not a QIB/QP shall become the Holder or beneficial owner of an interest in any Note (other provision in this Agreement, than a Regulation S Global Note) or any transfer U.S. Person shall become the Holder of a beneficial interest in Preferred Shares to Regulation S Global Note (any such Person a “Non-Permitted Holder”), the acquisition of Notes by such Holder shall be null and void ab initio and any such purported transfer of which the Issuer or the Preferred Share Paying Agent shall have notice may be disregarded by the Issuer and the Preferred Share Paying Agent for all purposes at any time after either of them learns that any Person is or has become a Non-Permitted Holderinitio. (b) If any Non-Permitted Holder becomes The Issuer (or the beneficial owner Collateral Manager on behalf of Preferred Shares, the Issuer Issuer) shall, promptly after discovery of any that such Person is a Non-Permitted Holder by the Issuer or the Preferred Share Paying Agent (and Trustee or upon notice by the Preferred Share Paying Agent to the IssuerIssuer from the Trustee (if a trust officer of the Trustee obtains actual knowledge, if in which case, the Preferred Share Paying Agent makes Trustee agrees to notify the Issuer of such discovery), send notice to such Non-Permitted Holder demanding that such Non-Permitted Holder transfer its Preferred Shares or interest in the Notes held by such Non-Permitted Holder to a Person that is not a Non-Permitted Holder within 30 days of after the date of such notice. If such Non-Permitted Holder fails to so transfer such Preferred Shares Notes, the Issuer or interest, the Collateral Manager acting for the Issuer shall have the right, without further notice to the Non-Permitted Holder, to sell such Preferred Shares Notes or interest in Preferred Shares such Notes to a purchaser selected by the Issuer that is not a Non-Permitted Holder on such terms as the Issuer may choose. The Issuer may retain an investment bank to act Issuer, or the Collateral Manager acting on behalf of the Issuer’s behalf or request , may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Preferred SharesNotes, and the Issuer will sell such Preferred Shares or interest Notes to the highest such bidder; provided that the Collateral Manager, its Affiliates and accounts, funds, clients or portfolios established and controlled by the Collateral Manager shall be entitled to bid in any such sale. However, the Issuer or the Collateral Manager may select a purchaser by any other means determined by it in its sole discretion. Each The Holder of Preferred Shareseach Note, the Non-Permitted Holder and each other Person in the chain of title from the Holder to the Non-Permitted Holder, by its acceptance of an interest in the applicable Preferred SharesNotes, agrees to cooperate with the Issuer Issuer, the Collateral Manager and the Preferred Share Paying Agent Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted Holder. The terms and conditions of any such sale under this subsection shall be determined in the sole discretion of the Issuer, and none of the Issuer, Preferred Share Registrar the Trustee or the Preferred Share Paying Agent Collateral Manager shall be liable to any Person having an interest in the Preferred Shares Notes sold as a result of any such sale or the exercise of such discretion. (c) If any Person shall become the beneficial owner of an interest in any Note who has made or is deemed to have made a prohibited transaction, Benefit Plan Investor or Other Plan Law representation required by Section 2.6 that is subsequently shown to be false or misleading (any such Person a “Non-Permitted ERISA Holder”), the Issuer (or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery that such Person is a Non-Permitted ERISA Holder by the Issuer or upon notice to the Issuer from the Trustee (if a Trust Officer of the Trustee has actual knowledge and who agrees to notify the Issuer upon obtaining actual knowledge), send notice to such Non-Permitted ERISA Holder demanding that such Non-Permitted ERISA Holder transfer all or any portion of the Notes held by such Person to a Person that is not a Non-Permitted ERISA Holder within 10 days after the date of such notice. If such Non-Permitted ERISA Holder fails to so transfer such Notes, the Issuer shall have the right, without further notice to the Non-Permitted ERISA Holder, to sell such Notes or interest in such Notes to a purchaser selected by the Issuer that is not a Non-Permitted ERISA Holder on such terms as the Issuer may choose. The Issuer may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Notes, and selling such Notes to the highest such bidder. The holder of each Note, the Non-Permitted ERISA Holder and each other Person in the chain of title from the Holder to the Non-Permitted ERISA Holder, by its acceptance of an interest in the Notes, agrees to cooperate with the Issuer and the Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted ERISA Holder. The terms and conditions of any sale under this sub-Section (c) shall be determined in the sole discretion of the Issuer, and none of the Issuers the Trustee or the Collateral Manager shall be liable to any Person having an interest in the Notes sold as a result of any such sale or the exercise of such discretion. (d) If (i) a Holder of a Note fails for any reason to comply with the Holder AML Obligations or such information or documentation is not accurate or complete or (ii) the Issuer otherwise reasonably determines that such Holder’s acquisition, holding or transfer of an interest in any Note would cause the Issuer to be unable to achieve AML Compliance, the Issuer (or any intermediary on the Issuer’s behalf) shall have the right to (x) compel the relevant Holder to sell its interest in such Note or (y) sell such interest on such Holder’s behalf. The Issuer shall not compel sales for failure to provide such other information or documentation as may be required under the Cayman AML Regulations unless the Issuer reasonably determines the Holder’s acquisition, holding or transfer of an interest in such Note would result in a materially adverse effect on the Issuer.

Non-Permitted Holders. (a) Notwithstanding any other provision in this Agreement, any transfer of a beneficial interest in Preferred Shares to a Non-Permitted Holder shall be null and void ab initio and any such purported transfer of which the Issuer or the Preferred Share Paying Agent shall have notice may be disregarded by the Issuer and the Preferred Share Paying Agent for all purposes at any time after either of them learns that any Person is or has become a Non-Permitted Holder. (b) If any Non-Permitted Holder becomes the beneficial owner of Preferred Shares, the Issuer shall, promptly after discovery of any such Non-Permitted Holder by the Issuer or the Preferred Share Paying Agent (and notice by the Preferred Share Paying Agent to the Issuer, if the Preferred Share Paying Agent makes the discovery), send notice to such Non-Permitted Holder demanding that such Non-Permitted Holder transfer its Preferred Shares or interest to a Person that is not a Non-Permitted Holder within 30 days of the date of such notice. If such Non-Permitted Holder fails to so transfer such Preferred Shares or interest, the Issuer shall have the right, without further notice to the Non-Permitted Holder, to sell such Preferred Shares or interest in Preferred Shares to a purchaser selected by the Issuer that is not a Non-Permitted Holder on such terms as the Issuer may choose. The Issuer may retain an investment bank to act on the Issuer’s behalf or request one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Preferred Shares, and the Issuer will sell such Preferred Shares or interest to the highest such bidder. However, the Issuer may select a purchaser by any other means determined by it in its sole discretion. Each Holder of Preferred Shares, the Non-Permitted Holder and each other Person in the chain of title from the Holder to the Non-Permitted Holder, by its acceptance of an interest in the applicable Preferred Shares, agrees to cooperate with the Issuer and the Preferred Share Paying Agent to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted Holder. The terms and conditions of any sale under this subsection shall be determined in the sole discretion of the Issuer, and none of the Issuer, Preferred Share Registrar or the Preferred Share Paying Agent shall be liable to any Person having an interest in the Preferred Shares sold as a result of any such sale or the exercise of such discretion.-14-

Non-Permitted Holders. (a) Notwithstanding any other provision in this Agreementanything to the contrary elsewhere herein, any transfer of a beneficial interest in Preferred Shares any Note to a Non-Permitted Holder U.S. Person that is not a QIB/QP shall be null and void ab initio and any such purported transfer of which the Issuer or the Preferred Share Paying Agent Trustee shall have notice may be disregarded by the Issuer and the Preferred Share Paying Agent Trustee for all purposes at any time after either purposes. In addition, the acquisition of them learns that any Person is or has become Notes by a Non-Permitted HolderHolder under Section 2.12(b) shall be null and void ab initio. (b) If any U.S. Person that is not a QIB/QP shall become the Holder or beneficial owner of an interest in any Note (other than a Regulation S Global Note) or any U.S. Person shall become the Holder of a Regulation S Global Note (any such Person a “Non-Permitted Holder becomes the beneficial owner of Preferred SharesHolder”), the acquisition of Notes by such Holder shall be null and void ab initio. The Issuer (or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery of any that such Person is a Non-Permitted Holder by the Issuer or the Preferred Share Paying Agent (and Trustee or upon notice by the Preferred Share Paying Agent to the IssuerIssuer from the Trustee (if a trust officer of the Trustee obtains actual knowledge, if in which case, the Preferred Share Paying Agent makes Trustee agrees to notify the Issuer of such discovery), send notice to such Non-Permitted Holder demanding that such Non-Permitted Holder transfer its Preferred Shares or interest in the Notes held by such Non-Permitted Holder to a Person that is not a Non-Permitted Holder within 30 days of after the date of such notice. If such Non-Permitted Holder fails to so transfer such Preferred Shares Notes, the Issuer or interest, the Collateral Manager acting for the Issuer shall have the right, without further notice to the Non-Permitted Holder, to sell such Preferred Shares Notes or interest in Preferred Shares such Notes to a purchaser selected by the Issuer that is not a Non-Permitted Holder on such terms as the Issuer may choose. The Issuer may retain an investment bank to act Issuer, or the Collateral Manager acting on behalf of the Issuer’s behalf or request , may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Preferred SharesNotes, and the Issuer will sell such Preferred Shares or interest Notes to the highest such bidder; provided that the Collateral Manager, its Affiliates and accounts, funds, clients or portfolios established and controlled by the Collateral Manager shall be entitled to bid in any such sale. However, the Issuer or the Collateral Manager may select a purchaser by any other means determined by it in its sole discretion. Each The Holder of Preferred Shareseach Note, the Non-Permitted Holder and each other Person in the chain of title from the Holder to the Non-Permitted Holder, by its acceptance of an interest in the applicable Preferred SharesNotes, agrees to cooperate with the Issuer Issuer, the Collateral Manager and the Preferred Share Paying Agent Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted Holder. The terms and conditions of any such sale under this subsection shall be determined in the sole discretion of the Issuer, and none of the Issuer, Preferred Share Registrar the Trustee or the Preferred Share Paying Agent Collateral Manager shall be liable to any Person having an interest in the Preferred Shares Notes sold as a result of any such sale or the exercise of such discretion. (c) If any Person shall become the beneficial owner of an interest in any Note who has made or is deemed to have made a prohibited transaction, Benefit Plan Investor or Other Plan Law representation required by Section 2.6 that is subsequently shown to be false or misleading or whose beneficial ownership otherwise causes a violation of the 25% Limitation (any such Person a “Non-Permitted ERISA Holder”), the Issuer (or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery that such Person is a Non-Permitted ERISA Holder by the Issuer or upon notice to the Issuer from the Trustee (if a Trust Officer of the Trustee has actual knowledge and who agrees to notify the Issuer upon obtaining actual knowledge), send notice to such Non-Permitted ERISA Holder demanding that such Non-Permitted ERISA Holder transfer all or any portion of the Notes held by such Person to a Person that is not a Non-Permitted ERISA Holder within 10 days after the date of such notice. If such Non-Permitted ERISA Holder fails to so transfer such Notes, the Issuer shall have the right, without further notice to the Non-Permitted ERISA Holder, to sell such Notes or interest in such Notes to a purchaser selected by the Issuer that is not a Non-Permitted ERISA Holder on such terms as the Issuer may choose. The Issuer may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Notes, and selling such Notes to the highest such bidder. The holder of each Note, the Non-Permitted ERISA Holder and each other Person in the chain of title from the Holder to the Non-Permitted ERISA Holder, by its acceptance of an interest in the Notes, agrees to cooperate with the Issuer and the Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted ERISA Holder. The terms and conditions of any sale under this sub-Section shall be determined in the sole discretion of the Issuer, and none of the Issuers the Trustee or the Collateral Manager shall be liable to any Person having an interest in the Notes sold as a result of any such sale or the exercise of such discretion. (d) If a Person fails to provide the Issuer or its agents with Holder Tax Obligations, or such Person’s ownership of any Notes would otherwise prevent the Issuer from achieving Tax Account Reporting Rules Compliance, the Issuer or its agents are authorized to withhold amounts otherwise distributable to the investor, to compel such Person to sell its Notes, and, if such Person does not sell its Notes within 10 Business Days after notice from the Issuer (or its agents), to sell such Person ‘s Notes on behalf of such Person. (e) If (i) a Holder of a Note fails for any reason to comply with the Holder AML Obligations or such information or documentation is not accurate or complete or (ii) the Issuer otherwise reasonably determines that such Holder’s acquisition, holding or transfer of an interest in any Note would cause the Issuer to be unable to achieve AML Compliance, the Issuer (or any intermediary on the Issuer’s behalf) shall have the right to (x) compel the relevant Holder to sell its interest in such Note or (y) sell such interest on such Holder’s behalf. The Issuer shall not compel sales for failure to provide such other information or documentation as may be required under the Cayman AML Regulations unless the Issuer reasonably determines the Holder’s acquisition, holding or transfer of an interest in such Note would result in a materially adverse effect on the Issuer.

Non-Permitted Holders. (a) Notwithstanding any other provision in this Agreementanything to the contrary elsewhere herein, any sale or transfer of a beneficial interest Note or a Beneficial Interest (other than to the Issuer or an Affiliate of the Issuer) to (i) a U.S. Person that is not a QIB/QP (other than an initial purchaser of the Notes that is both an Institutional Accredited Investor and a Qualified Purchaser holding a Beneficial Interest in Preferred Shares the IAI Global Note), (ii) any other Person that did not acquire the Note or the Beneficial Interest in an offshore transaction in accordance with Regulation S or (iii) a Person that is a Restricted Party (any such Person described in clauses (i) through (iii), other than the Issuer or an Affiliate of the Issuer, being referred to herein as a “Non-Permitted Holder Holder”) shall be null and void ab initio for all purposes of this Indenture and any the Notes. Any such purported transfer of which the Issuer or the Preferred Share Paying Agent Trustee shall have notice may be disregarded by the Issuer and the Preferred Share Paying Agent Trustee for all purposes at any time after either of them learns that any Person is or has become a Non-Permitted Holderunder this Indenture. (b) If any Person is a Non-Permitted Holder becomes the beneficial owner of Preferred SharesHolder, the Issuer shall, promptly after discovery the actual knowledge of any a Responsible Officer of the Issuer or the Trustee that such Person is a Non-Permitted Holder by (for which purpose the Trustee shall deliver written notice to the Issuer or if a Responsible Officer of the Preferred Share Paying Agent (and notice by the Preferred Share Paying Agent to the Issuer, if the Preferred Share Paying Agent makes the discoveryTrustee has actual knowledge that any Person is a Non-Permitted Holder), send written notice to such Non-Permitted Holder demanding that directing such Non-Permitted Holder to transfer its Preferred Shares or beneficial interest in the Note to a Person that is not a Non-Permitted Holder within 30 thirty (30) days of the date of such written notice. If such Non-Permitted Holder fails to so transfer the Beneficial Interest in the Notes within such Preferred Shares or interestthirty (30) day period, the Issuer shall have the right, without further notice to the Non-Permitted Holder, to sell such Preferred Shares or interest the Beneficial Interest in Preferred Shares the Notes to a purchaser or purchasers selected by the Issuer that is not a Non-Permitted Holder on such terms as the Issuer may choose. The Issuer may retain an investment bank to act on select the Issuer’s behalf purchaser or request purchasers by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Preferred Shares, Notes and the Issuer will sell such Preferred Shares or interest Notes to the highest such bidder. However, the Issuer may select a the purchaser or purchasers by any other means determined by it in its sole discretion. Each The Beneficial Holder of Preferred Shareseach Note, the Non-Permitted Holder and each other Person in the chain of title from the Beneficial Holder to the Non-Permitted Holder, by its acceptance of an interest a Beneficial Interest in the applicable Preferred SharesNotes, agrees agree to cooperate with the Issuer and the Preferred Share Paying Agent Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale sale, shall be remitted to the Non-Permitted Holder. The terms and conditions of any sale under this subsection sub-section shall be determined in the sole discretion of the Issuer, and none of neither the Issuer, Preferred Share Registrar or Issuer nor the Preferred Share Paying Agent Trustee shall be liable to any Person having an interest a Beneficial Interest in the Preferred Shares Notes sold as a result of any such sale or the exercise of such discretion. (c) Each initial purchaser of the Notes on the Closing Date shall provide a certification that it is not a Restricted Party. The restriction set forth in the preceding sentence may not be waived or amended.

Non-Permitted Holders. (a) Notwithstanding any other provision in this Agreementanything to the contrary elsewhere herein, any transfer of a beneficial interest in Preferred Shares any Debt to a Non-Permitted Holder U.S. Person that is not a QIB/QP shall be null and void ab initio and any such purported transfer of which the Issuer or the Preferred Share Paying Agent Collateral Trustee shall have notice may be disregarded by the Issuer and the Preferred Share Paying Agent Collateral Trustee for all purposes at any time after either purposes. In addition, the acquisition of them learns that any Person is or has become Debt by a Non-Permitted HolderHolder under Section 2.12(b) shall be null and void ab initio. (b) If any U.S. Person that is not a QIB/QP shall become the Holder or beneficial owner of an interest in any Note (other than a Regulation S Global Note) or any U.S. Person shall become the Holder of a Regulation S Global Note that is not also a Qualified Purchaser (any such Person a “Non-Permitted Holder becomes the beneficial owner of Preferred SharesHolder”), the acquisition of Debt by such Holder shall be null and void ab initio. The Issuer (or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery of any that such Person is a Non-Permitted Holder by the Issuer or the Preferred Share Paying Agent (and Collateral Trustee or upon notice by the Preferred Share Paying Agent to the IssuerIssuer from the Collateral Trustee (if a trust officer of the Collateral Trustee obtains actual knowledge, if in which case, the Preferred Share Paying Agent makes Collateral Trustee agrees to notify the Issuer of such discovery), send notice to such Non-Permitted Holder demanding that such Non-Permitted Holder transfer its Preferred Shares or interest in the Debt held by such Non-Permitted Holder to a Person that is not a Non-Permitted Holder within 30 days of after the date of such notice. If such Non-Permitted Holder fails to so transfer such Preferred Shares Debt , the Issuer or interest, the Collateral Manager acting for the Issuer shall have the right, without further notice to the Non-Permitted Holder, to sell such Preferred Shares Debt or interest in Preferred Shares such Debt to a purchaser selected by the Issuer that is not a Non-Permitted Holder on such terms as the Issuer may choose. The Issuer may retain an investment bank to act Issuer, or the Collateral Manager acting on behalf of the Issuer’s behalf or request , may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Preferred SharesDebt, and the Issuer will sell such Preferred Shares or interest Debt to the highest such bidder; provided that the Collateral Manager, its Affiliates and accounts, funds, clients or portfolios established and controlled by the Collateral Manager shall be entitled to bid in any such sale. However, the Issuer or the Collateral Manager may select a purchaser by any other means determined by it in its sole discretion. Each The Holder of Preferred Shareseach Note, the Non-Permitted Holder and each other Person in the chain of title from the Holder to the Non-Permitted Holder, by its acceptance of an interest in the applicable Preferred SharesDebt, agrees to cooperate with the Issuer Issuer, the Collateral Manager and the Preferred Share Paying Agent Collateral Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted Holder. The terms and conditions of any such sale under this subsection shall be determined in the sole discretion of the Issuer, and none of the Issuer, Preferred Share Registrar the Collateral Trustee or the Preferred Share Paying Agent Collateral Manager shall be liable to any Person having an interest in the Preferred Shares Notes sold as a result of any such sale or the exercise of such discretion. (c) If any Person shall become the beneficial owner of an interest in any Note who has made or is deemed to have made a prohibited transaction, Benefit Plan Investor or Other Plan Law representation required by Section 2.6 that is subsequently shown to be false or misleading (any such Person a “Non-Permitted ERISA Holder”), the Issuer (or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery that such Person is a Non-Permitted ERISA Holder by the Issuer or upon notice to the Issuer from the Collateral Trustee (if a Trust Officer of the Collateral Trustee has actual knowledge and who agrees to notify the Issuer upon obtaining actual knowledge), send notice to such Non-Permitted ERISA Holder demanding that such Non-Permitted ERISA Holder transfer all or any portion of the Notes held by such Person to a Person that is not a Non-Permitted ERISA Holder within 10 days after the date of such notice. If such Non-Permitted ERISA Holder fails to so transfer such Notes, the Issuer shall have the right, without further notice to the Non-Permitted ERISA Holder, to sell such Notes or interest in such Notes to a purchaser selected by the Issuer that is not a Non-Permitted ERISA Holder on such terms as the Issuer may choose. The Issuer may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Notes, and selling such Notes to the highest such bidder. The holder of each Note, the Non-Permitted ERISA Holder and each other Person in the chain of title from the Holder to the Non-Permitted ERISA Holder, by its acceptance of an interest in the Notes, agrees to cooperate with the Issuer and the Collateral Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted ERISA Holder. The terms and conditions of any sale under this sub-Section (c) shall be determined in the sole discretion of the Issuer, and none of the Issuer, the Collateral Trustee or the Collateral Manager shall be liable to any Person having an interest in the Notes sold as a result of any such sale or the exercise of such discretion.

Non-Permitted Holders. (a) Notwithstanding any other provision in this Agreementanything to the contrary elsewhere herein, any transfer of a beneficial interest in Preferred Shares any Note to a Non-Permitted Holder U.S. Person that is not a QIB/QP shall be null and void ab initio and any such purported transfer of which the Issuer or the Preferred Share Paying Agent Trustee shall have notice may be disregarded by the Issuer and the Preferred Share Paying Agent Trustee for all purposes at any time after either purposes. In addition, the acquisition of them learns that any Person is or has become Notes by a Non-Permitted HolderHolder under Section 2.12(b) shall be null and void ab initio. (b) If any U.S. Person that is not a QIB/QP shall become the Holder or beneficial owner of an interest in any Note (other than a Regulation S Global Note) or any U.S. Person shall become the Holder or beneficial owner of an interest in any Regulation S Global Note (any such Person a “Non-Permitted Holder becomes the beneficial owner of Preferred SharesHolder”), the acquisition of Notes by such Holder shall be null and void ab initio. The Issuer (or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery of any that such Person is a Non-Permitted Holder by the Issuer or the Preferred Share Paying Agent (and Trustee or upon notice by the Preferred Share Paying Agent to the IssuerIssuer from the Trustee (if a trust officer of the Trustee obtains actual knowledge, if in which case, the Preferred Share Paying Agent makes Trustee agrees to notify the Issuer of such discovery), send notice to such Non-Permitted Holder demanding that such Non-Permitted Holder transfer its Preferred Shares or interest in the Notes held by such Non-Permitted Holder to a Person that is not a Non-Permitted Holder within 30 days of after the date of such notice. If such Non-Permitted Holder fails to so transfer such Preferred Shares Notes, the Issuer or interest, the Collateral Manager acting for the Issuer shall have the right, without further notice to the Non-Permitted Holder, to sell such Preferred Shares Notes or interest in Preferred Shares such Notes to a purchaser selected by the Issuer that is not a Non-Permitted Holder on such terms as the Issuer may choose. The Issuer may retain an investment bank to act Issuer, or the Collateral Manager acting on behalf of the Issuer’s behalf or request , may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Preferred SharesNotes, and the Issuer will sell such Preferred Shares or interest Notes to the highest such bidder; provided that the Collateral Manager, its Affiliates and accounts, funds, clients or portfolios established and controlled by the Collateral Manager shall be entitled to bid in any such sale. However, the Issuer or the Collateral Manager may select a purchaser by any other means determined by it in its sole discretion. Each The Holder of Preferred Shareseach Note, the Non-Permitted Holder and each other Person in the chain of title from the Holder to the Non-Permitted Holder, by its acceptance of an interest in the applicable Preferred SharesNotes, agrees to cooperate with the Issuer Issuer, the Collateral Manager and the Preferred Share Paying Agent Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted Holder. The terms and conditions of any such sale under this subsection shall be determined in the sole discretion of the Issuer, and none of the Issuer, Preferred Share Registrar the Trustee or the Preferred Share Paying Agent Collateral Manager shall be liable to any Person having an interest in the Preferred Shares Notes sold as a result of any such sale or the exercise of such discretion. (c) If any Person shall become the beneficial owner of a Note (or any interest therein) who has made or is deemed to have made a prohibited transaction, Benefit Plan Investor or Other Plan Law representation required by Section 2.6 that is subsequently shown to be false or misleading (any such Person a “Non-Permitted ERISA Holder”), the Issuer (or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery that such Person is a Non-Permitted ERISA Holder by the Issuer or upon notice to the Issuer from the Trustee (if a Trust Officer of the Trustee has actual knowledge and agrees to notify the Issuer upon obtaining actual knowledge), send notice to such Non-Permitted ERISA Holder demanding that such Non-Permitted ERISA Holder transfer such Note (or any interest therein) held by such Person to a Person that is not a Non-Permitted ERISA Holder within 10 days after the date of such notice. If such Non-Permitted ERISA Holder fails to so transfer such Note (or its interest therein), the Issuer shall have the right, without further notice to the Non-Permitted ERISA Holder, to sell such Non-Permitted ERISA Holder’s Note or its interest in such Note to a purchaser selected by the Issuer that is not a Non-Permitted ERISA Holder on such terms as the Issuer may choose. The Issuer may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Notes, and sell such Note (or any interest therein) to the highest such bidder. The holder of each Note (or any interest therein), the Non-Permitted ERISA Holder and each other Person in the chain of title from the Holder to the Non-Permitted ERISA Holder, by its acceptance of the Note (or any interest therein), agrees to cooperate with the Issuer and the Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted ERISA Holder. The terms and conditions of any such sale under this sub-Section (c) shall be determined in the sole discretion of the Issuer, and none of the Issuers the Trustee or the Collateral Manager shall be liable to any Person having an interest in the Notes sold as a result of any such sale or the exercise of such discretion. (d) If (i) a Holder of a Note fails for any reason to comply with the Holder AML Obligations or such information or documentation is not accurate or complete or (ii) the Issuer otherwise reasonably determines that such Holder’s acquisition, holding or transfer of an interest in any Note would cause the Issuer to be unable to achieve AML Compliance, the Issuer (or any intermediary on the Issuer’s behalf) shall have the right to (x) compel the relevant Holder to sell its interest in such Note or (y) sell such interest on such Xxxxxx’s behalf. The Issuer shall not compel sales for failure to provide such other information or documentation as may be required under the Cayman AML Regulations unless the Issuer reasonably determines the Holder’s acquisition, holding or transfer of an interest in such Note would result in a materially adverse effect on the Issuer.

Non-Permitted Holders. (a) Notwithstanding any other provision anything to the contrary elsewhere in this AgreementIndenture, any transfer of a beneficial interest in Preferred Shares any Note to a Non-Permitted Holder U.S. person that is not a QIB/QP (or, solely in the case of any Note issued in the form of a Certificated Note, an IAI/QP) shall be null and void ab initio and any such purported transfer of which the Issuer or the Preferred Share Paying Agent Trustee shall have notice may be disregarded by the Issuer and the Preferred Share Paying Agent Trustee for all purposes at any time after either purposes. In addition, the acquisition of them learns that any Person is or has become Notes by a Non-Permitted HolderERISA Holder shall be null and void ab initio. (b) If any U.S. person that is not a QIB/QP (or, in the case of any Note issued in the form of a Certificated Note, an IAI/QP) shall become the Holder or beneficial owner of an interest in a Note (any such Person, a “Non-Permitted Holder becomes the beneficial owner of Preferred SharesHolder”), the Issuer (or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery of any that such Person is a Non-Permitted Holder by the Issuer or the Preferred Share Paying Agent (and notice by the Preferred Share Paying Agent to the Issuer, if the Preferred Share Paying Agent makes the discovery), Trustee send notice to such Non-Permitted Holder demanding that such Non-Permitted Holder transfer its Preferred Shares or interest in the Notes, as applicable, held by such Person to a Person that is not a Non-Permitted Holder within 30 days of after the date of such notice. If such Non-Permitted Holder fails to so transfer such Preferred Shares Notes, as applicable, the Issuer or interest, the Collateral Manager acting for the Issuer shall have the right, without further notice to the Non-Permitted Holder, to sell such Preferred Shares Notes or interest in Preferred Shares such Notes, as applicable, to a purchaser selected by the Issuer that is not a Non-Permitted Holder on such terms as the Issuer may choose. The Issuer may retain an investment bank to act Issuer, or the Collateral Manager acting on behalf of the Issuer’s behalf or request , may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Preferred Shares, Notes and the Issuer will sell such Preferred Shares or interest Notes to the highest such bidder; provided that, the Collateral Manager, its Affiliates and accounts, funds, clients or portfolios established and controlled by the Collateral Manager shall be entitled to bid in any such sale. However, the Issuer or the Collateral Manager may select a purchaser by any other means determined by it in its sole discretion. Each The Holder of Preferred Shareseach Note, the Non-Permitted Holder and each other Person in the chain of title from the Holder to the Non-Permitted Holder, by its acceptance of an interest in the applicable Preferred SharesNotes, as applicable, agrees to cooperate with the Issuer and the Preferred Share Paying Agent Trustee to effect effectuate such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted Holder. The terms and conditions of any sale under this sub-section shall be determined in the sole discretion of the Issuer, and none of the Issuer, the Trustee or the Collateral Manager shall be liable to any Person having an interest in the Notes, as applicable, sold as a result of any such sale or the exercise of such discretion. (c) Notwithstanding anything to the contrary elsewhere in this Indenture, any transfer of a beneficial interest in any Note to a Person who has made an ERISA-related representation required by Section 2.5 that is subsequently shown to be false or misleading shall be null and void and any such purported transfer of which the Issuer or the Trustee shall have notice may be disregarded by the Issuer and the Trustee for all purposes. (d) If any Person shall become the beneficial owner of an interest in any Note who has made or is deemed to have made a prohibited transaction, Benefit Plan Investor, Similar Law, Other Plan Law or other ERISA representation required by Section 2.5 that is subsequently shown to be false or misleading (any such Person a “Non-Permitted ERISA Holder”), the Issuer (or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery that such Person is a Non-Permitted ERISA Holder by the Issuer send notice to such Non-Permitted ERISA Holder demanding that such Non-Permitted ERISA Holder transfer its interest in such Notes, as applicable, to a Person that is not a Non-Permitted ERISA Holder within 10 days after the date of such notice. If such Non-Permitted ERISA Holder fails to so transfer such Notes, as applicable, the Issuer shall have the right, without further notice to the Non-Permitted ERISA Holder, to sell such Notes or interest in such Notes to a purchaser selected by the Issuer that is not a Non-Permitted ERISA Holder on such terms as the Issuer may choose. The Issuer may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Notes and sell such Notes, as applicable, to the highest such bidder; provided that, the Collateral Manager, its Affiliates and accounts, funds, clients or portfolios established and controlled by the Collateral Manager shall be entitled to bid in any such sale (but only if such bidding entity is not a Non-Permitted ERISA Holder and such bid or resulting acquisition would not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a non-exempt violation of Other Plan Law). However, the Issuer may select a purchaser by any other means determined by it in its sole discretion. The Holder of each Note, the Non-Permitted ERISA Holder and each other Person in the chain of title from the holder to the Non-Permitted ERISA Holder, by its acceptance of an interest in the Notes, agrees to cooperate with the Issuer and the Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted ERISA Holder. The terms and conditions of any sale under this subsection shall be determined in the sole discretion of the Issuer, and none of the Issuer, Preferred Share Registrar the Trustee or the Preferred Share Paying Agent Collateral Manager shall be liable to any Person having an interest in the Preferred Shares Notes, as applicable, sold as a result of any such sale or the exercise of such discretion.

Non-Permitted Holders. (a) Notwithstanding any other provision anything to the contrary elsewhere in this AgreementIndenture, any transfer of a beneficial interest in Preferred Shares any Note to a Non-Permitted Holder U.S. person that is not a QIB/QP (other than a U.S. person that is an Institutional Accredited Investor and is also a Qualified Purchaser or a corporation, partnership, limited liability company or other entity (other than a trust), each shareholder, partner, member or other equity owner of which is a Qualified Purchaser) shall be null and void ab initio and any such purported transfer of which the Issuer, the Co-Issuer or the Preferred Share Paying Agent Trustee shall have notice may be disregarded by the Issuer, the Co-Issuer and the Preferred Share Paying Agent Trustee for all purposes at any time after either of them learns that any Person is or has become a Non-Permitted Holderpurposes. (b) If (x) any U.S. person that is not both (i) either a Qualified Institutional Buyer or an Institutional Accredited Investor and (ii) a Qualified Purchaser (or a corporation, partnership, limited liability company or other entity (other than a trust), each shareholder, partner, member or other equity owner of which is a Qualified Purchaser) shall become the Holder or beneficial owner of an interest in any Note, (y) any Holder or beneficial owner of Notes shall fail to comply with its Holder Tax Obligations or the Issuer determines, in its reasonable discretion, that such Holder or beneficial owner’s acquisition, ownership or transfer of the Notes otherwise prevents the Issuer from achieving Tax Account Reporting Rules Compliance or (z) in the reasonable determination of the Issuer, any beneficial owner of a Potential Equity Note or a Subordinated Note is not a United States Tax Person (any such Person, a “Non-Permitted Holder”), the acquisition of Notes (other than under clause (y)) by such Holder becomes the or beneficial owner shall be null and void ab initio. The Issuer (or the Collateral Manager on behalf of Preferred Shares, the Issuer Issuer) shall, promptly after discovery of any that such Person is a Non-Permitted Holder by the Issuer or the Preferred Share Paying Agent Trustee (and notice by the Preferred Share Paying Agent to Trustee (if a Trust Officer of the Trustee obtains actual knowledge), the Co-Issuer toor the Issuer, if the Preferred Share Paying Agent any of them makes the discovery), send notice to such Non-Permitted Holder demanding that such Non-Permitted Holder transfer its Preferred Shares or interest in the Notes held by such Person to a Person that is not a Non-Permitted Holder within 30 days of after the date of such notice. If such Non-Permitted Holder fails to so transfer such Preferred Shares Notes, the Issuer or interest, the Collateral Manager acting for the Issuer shall have the right, without further notice to the Non-Permitted Holder, to sell such Preferred Shares Notes or interest in Preferred Shares such Notes to a purchaser selected by the Issuer that is not a Non-Permitted Holder on such terms as the Issuer may choose. The Issuer may retain an investment bank to act Issuer, or the Collateral Manager acting on behalf of the Issuer’s behalf or request , may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Preferred Shares, Notes and the Issuer will sell such Preferred Shares or interest Notes to the highest such bidder; provided that the Collateral Manager, its Affiliates and accounts, funds, clients or portfolios established and controlled by the Collateral Manager shall be entitled to bid in any such sale. However, the Issuer or the Collateral Manager may select a purchaser by any other means determined by it in its sole discretion. Each The Holder of Preferred Shareseach Note, the Non-Permitted Holder and each other Person in the chain of title from the Holder to the Non-Permitted Holder, by its acceptance of an interest in the applicable Preferred SharesNotes, agrees to cooperate with the Issuer Issuer, the Collateral Manager and the Preferred Share Paying Agent Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted Holder. The terms and conditions of any sale under this sub-section shall be determined in the sole discretion of the Issuer, and none of the Co-Issuers, the Trustee or the Collateral Manager shall be liable to any Person having an interest in the Notes sold as a result of any such sale or the exercise of such discretion. (c) Notwithstanding anything to the contrary elsewhere in this Indenture, any transfer of a beneficial interest in any Note to a Person who has made an ERISA-related representation required by Section 2.5 that is subsequently shown to be false or misleading shall be null and void and any such purported transfer of which the Co-Issuers or the Trustee shall have notice may be disregarded by the Co-Issuers and the Trustee for all purposes. (d) If any Person shall become the Holder or beneficial owner of an interest in any Note who has made or is deemed to have made a prohibited transaction, Benefit Plan Investor, Controlling Person, Similar Law or Other Plan Law representation required by Section 2.5 that is subsequently shown to be false or misleading or whose beneficial ownership otherwise causes a violation of the 25% Limitation (any such person a “Non-Permitted ERISA Holder”), the Issuer (or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery that such person is a Non-Permitted ERISA Holder by the Issuer or upon notice from the Trustee (if a Trust Officer of the Trustee obtains actual knowledge), the Co-Issuer toor the Issuer, if any of them makes the discovery and who, in each case, agree to notify the Issuer of such discovery, send notice to such Non-Permitted ERISA Holder demanding that such Non-Permitted ERISA Holder transfer all or any portion of the Notes held by such Person to a Person that is not a Non-Permitted ERISA Holder within 14 days after the date of such notice. If such Non-Permitted ERISA Holder fails to so transfer such Notes the Issuer shall have the right, without further notice to the Non-Permitted ERISA Holder, to sell such Notes or interest in such Notes to a purchaser selected by the Issuer that is not a Non-Permitted ERISA Holder on such terms as the Issuer may choose. The Issuer may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Notes and sell such Notes to the highest such bidder. The Holder and beneficial owner of each Note, the Non-Permitted ERISA Holder and each other Person in the chain of title from the Holder to the Non-Permitted ERISA Holder, by its acceptance of an interest in the Notes agrees to cooperate with the Issuer, the Collateral Manager and the Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted ERISA Holder. The terms and conditions of any sale under this subsection shall be determined in the sole discretion of the Issuer, and none of the IssuerCo-Issuers, Preferred Share Registrar the Trustee or the Preferred Share Paying Agent Collateral Manager shall be liable to any Person having an interest in the Preferred Shares Notes sold as a result of any such sale or the exercise of such discretion.

Non-Permitted Holders. (a) Notwithstanding any other provision in this Agreementanything to the contrary elsewhere herein, any transfer of a beneficial interest in Preferred Shares any Note to a Non-Permitted Holder U.S. Person that is not a QIB/QP shall be null and void ab initio and any such purported transfer of which the Issuer or the Preferred Share Paying Agent Trustee shall have notice may be disregarded by the Issuer and the Preferred Share Paying Agent Trustee for all purposes at any time after either purposes. In addition, the acquisition of them learns that any Person is or has become Notes by a Non-Permitted HolderHolder under Section 2.12(b) shall be null and void ab initio. (b) If (i) any U.S. Person (or any account for whom such Person is acquiring such Notes or beneficial interest) that is not a QIB/QP shall become the Holder or beneficial owner of an interest in any Note (other than a Regulation S Global Note) or, (ii) any U.S. Person shall become the Holder of a Regulation S Global Note or (iii) any Person that is not a Qualified Purchaser shall become the holder or beneficial owner of an interest in any Regulation S Global Note (any such Person a “Non-Permitted Holder becomes the beneficial owner of Preferred SharesHolder”), the acquisition of the Notes by such Holder shall be null and void ab initio. The Issuer (or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery of any that such Person is a Non-Permitted Holder by the Issuer or the Preferred Share Paying Agent (and Trustee or upon notice by the Preferred Share Paying Agent to the IssuerIssuer from the Trustee (if a trust officer of the Trustee obtains actual knowledge, if in which case, the Preferred Share Paying Agent makes Trustee agrees to notify the Issuer of such discovery), send notice to such Non-Permitted Holder demanding that such Non-Permitted Holder transfer its Preferred Shares or interest in the Notes held by such Non-Permitted Holder to a Person that is not a Non-Permitted Holder within 30 days of after the date of such notice. If such Non-Permitted Holder fails to so transfer such Preferred Shares Notes, the Issuer or interest, the Collateral Manager acting for the Issuer shall have the right, without further notice to the Non-Permitted Holder, to sell such Preferred Shares Notes or interest in Preferred Shares such Notes to a purchaser selected by the Issuer that is not a Non-Permitted Holder on such terms as the Issuer may choose. The Issuer may retain an investment bank to act Issuer, or the Collateral Manager acting on behalf of the Issuer’s behalf or request , may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Preferred SharesNotes, and the Issuer will sell such Preferred Shares or interest Notes to the highest such bidder; provided that the Collateral Manager, its Affiliates and accounts, funds, clients or portfolios established and controlled by the Collateral Manager shall be entitled to bid in any such sale. However, the Issuer or the Collateral Manager may select a purchaser by any other means determined by it in its sole discretion. Each The Holder of Preferred Shareseach Note, the Non-Permitted Holder and each other Person in the chain of title from the Holder to the Non-Permitted Holder, by its acceptance of an interest in the applicable Preferred SharesNotes, agrees to cooperate with the Issuer Issuer, the Collateral Manager and the Preferred Share Paying Agent Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted Holder. The terms and conditions of any such sale under this subsection shall be determined in the sole discretion of the Issuer, and none of the Issuer, Preferred Share Registrar the Trustee or the Preferred Share Paying Agent Collateral Manager shall be liable to any Person having an interest in the Preferred Shares Notes sold as a result of any such sale or the exercise of such discretion. (c) If any Person shall become the beneficial owner of an interest in any Notes who has made or is deemed to have made a prohibited transaction, Benefit Plan Investor or Other Plan Law representation required by Section 2.6 that is subsequently shown to be false or misleading (any such Person a “Non-Permitted ERISA Holder”), the Issuer (or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery that such Person is a Non-Permitted ERISA Holder by the Issuer or upon notice to the Issuer from the Trustee (if a Trust Officer of the Trustee has actual knowledge and who agrees to notify the Issuer upon obtaining actual knowledge), send notice to such Non-Permitted ERISA Holder demanding that such Non-Permitted ERISA Holder transfer all or any portion of the Notes (or any interest therein) held by such Person to a Person that is not a Non-Permitted ERISA Holder within 10 days after the date of such notice. If such Non-Permitted ERISA Holder fails to so transfer such Notes (or its interest therein), the Issuer shall have the right, without further notice to the Non-Permitted ERISA Holder, to sell such Notes or its interest in such Notes to a purchaser selected by the Issuer that is not a Non-Permitted ERISA Holder on such terms as the Issuer may choose. The Issuer may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Notes, and selling such Notes (or interest therein) to the highest such bidder. The holder of each Note (or interest therein), the Non-Permitted ERISA Holder and each other Person in the chain of title from the Holder to the Non-Permitted ERISA Holder, by its acceptance of an interest in the Notes, agrees to cooperate with the Issuer and the Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted ERISA Holder. The terms and conditions of any sale under this sub-Section shall be determined in the sole discretion of the Issuer, and none of the Issuers, the Trustee or the Collateral Manager shall be liable to any Person having an interest in the Notes sold as a result of any such sale or the exercise of such discretion. (d) If (i) a Holder of a Note fails for any reason to comply with the Holder AML Obligations or such information or documentation is not accurate or complete or (ii) the Issuer otherwise reasonably determines that such Holder’s acquisition, holding or transfer of an interest in any Note would cause the Issuer to be unable to achieve AML Compliance, the Issuer (or any intermediary on the Issuer’s behalf) shall have the right to (x) compel the relevant Holder to sell its interest in such Note or (y) sell such interest on such Xxxxxx’s behalf. The Issuer shall not compel sales for failure to provide such other information or documentation as may be required under the Cayman AML Regulations unless the Issuer reasonably determines the Holder’s acquisition, holding or transfer of an interest in such Note would result in a materially adverse effect on the Issuer.

Non-Permitted Holders. (a) Notwithstanding any other provision in this Agreementanything to the contrary elsewhere herein, any transfer of a beneficial interest in Preferred Shares any Note to a Non-Permitted Holder U.S. person that is not a QIB/QP shall be null and void ab initio and any such purported transfer of which the Issuer or the Preferred Share Paying Agent Collateral Trustee shall have notice may be disregarded by the Issuer and the Preferred Share Paying Agent Collateral Trustee for all purposes at any time after either purposes. In addition, the acquisition of them learns that any Person is or has become Notes by a Non-Permitted HolderHolder under Section 2.12(b) shall be null and void ab initio. (b) If any U.S. person that is not a QIB/QP shall become the Holder or beneficial owner of an interest in any Note (other than a Regulation S Global Note) or any U.S. Person shall become the Holder of a Regulation S Global Note (any such Person a “Non-Permitted Holder becomes the beneficial owner of Preferred SharesHolder”), the acquisition of Notes by such Holder shall be void ab initio. The Issuer (or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery of any that such Person is a Non-Permitted Holder by the Issuer or the Preferred Share Paying Agent (and Collateral Trustee or upon notice by the Preferred Share Paying Agent to the IssuerIssuer from the Collateral Trustee (if a trust officer of the Collateral Trustee obtains actual knowledge, if in which case, the Preferred Share Paying Agent makes Collateral Trustee agrees to notify the Issuer of such discovery), send notice to such Non-Permitted Holder demanding that such Non-Permitted Holder transfer its Preferred Shares or interest in the Notes held by such Non-Permitted Holder to a Person that is not a Non-Permitted Holder within 30 days of after the date of such notice. If such Non-Permitted Holder fails to so transfer such Preferred Shares Notes, the Issuer or interest, the Collateral Manager acting for the Issuer shall have the right, without further notice to the Non-Permitted Holder, to sell such Preferred Shares Notes or interest in Preferred Shares such Notes to a purchaser selected by the Issuer that is not a Non-Permitted Holder on such terms as the Issuer may choose. The Issuer may retain an investment bank to act Issuer, or the Collateral Manager acting on behalf of the Issuer’s behalf or request , may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Preferred SharesNotes, and the Issuer will sell such Preferred Shares or interest Notes to the highest such bidder; provided that the Collateral Manager, its Affiliates and accounts, funds, clients or portfolios established and controlled by the Collateral Manager shall be entitled to bid in any such sale. However, the Issuer or the Collateral Manager may select a purchaser by any other means determined by it in its sole discretion. Each The Holder of Preferred Shareseach Note, the Non-Permitted Holder and each other Person in the chain of title from the Holder to the Non-Permitted Holder, by its acceptance of an interest in the applicable Preferred SharesNotes, agrees to cooperate with the Issuer Issuer, the Collateral Manager and the Preferred Share Paying Agent Collateral Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted Holder. The terms and conditions of any such sale under this subsection shall be determined in the sole discretion of the Issuer, and none of the Issuer, Preferred Share Registrar the Collateral Trustee or the Preferred Share Paying Agent Collateral Manager shall be liable to any Person having an interest in the Preferred Shares Notes sold as a result of any such sale or the exercise of such discretion. (c) If any Person shall become the beneficial owner of an interest in any Note who has made or is deemed to have made a prohibited transaction, Benefit Plan Investor or Other Plan Law representation required by Section 2.6 that is subsequently shown to be false or misleading (any such Person a “Non-Permitted ERISA Holder”), the Issuer (or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery that such Person is a Non-Permitted ERISA Holder by the Issuer or upon notice to the Issuer from the Collateral Trustee (if a Trust Officer of the Collateral Trustee has actual knowledge and who agrees to notify the Issuer upon obtaining actual knowledge), send notice to such Non-Permitted ERISA Holder demanding that such Non-Permitted ERISA Holder transfer all or any portion of the Notes held by such Person to a Person that is not a Non-Permitted ERISA Holder within 10 days after the date of such notice. If such Non-Permitted ERISA Holder fails to so transfer such Notes, the Issuer shall have the right, without further notice to the Non-Permitted ERISA Holder, to sell such Notes or interest in such Notes to a purchaser selected by the Issuer that is not a Non-Permitted ERISA Holder on such terms as the Issuer may choose. The Issuer may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Notes, and selling such Notes to the highest such bidder. The holder of each Note, the Non-Permitted ERISA Holder and each other Person in the chain of title from the Holder to the Non-Permitted ERISA Holder, by its acceptance of an interest in the Notes, agrees to cooperate with the Issuer and the Collateral Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted ERISA Holder. The terms and conditions of any sale under this sub-Section shall be determined in the sole discretion of the Issuer, and none of the Issuers the Collateral Trustee or the Collateral Manager shall be liable to any Person having an interest in the Notes sold as a result of any such sale or the exercise of such discretion. (d) Each beneficial owner agrees (A) except as prohibited by applicable law, to obtain and provide the Issuer and the Collateral Trustee (including their agents and representatives), as applicable, with information or documentation, and to update or correct such information or documentation, as may be necessary or helpful (in the sole determination of the Issuer, the Collateral Trustee or their agents or representatives, as applicable) to achieve Tax Account Reporting Rules Compliance (the obligations undertaken pursuant to this clause (A), the “Holder Tax Obligations”), (B) that the Issuer and/or the Collateral Trustee or their agents or representatives may (1) provide such information and documentation and any other information concerning its investment in such Notes to the Cayman Islands Tax Information Authority, the U.S. Internal Revenue Service and any other relevant tax authority and (2) take such other steps as they deem necessary or helpful to achieve Tax Account Reporting Rules Compliance, including withholding on “passthru payments” (as defined in the Code), and (C) that if it fails for any reason to comply with the Holder Tax Obligations, or the Issuer otherwise reasonably determines that such beneficial owner’s direct or indirect acquisition, holding or transfer of an interest in such Notes would cause the Issuers to be unable to achieve Tax Account Reporting Rules Compliance, the Issuers shall have the right, in addition to withholding on passthru payments made to the applicable Holder of Notes or any agent or intermediary through which its Notes are held, to (x) compel it to sell its interest in such Notes, (y) after ten (10) Business Days’ notice from the Issuer (or its agents) sell such interest on its behalf and/or (z) assign to such Notes a separate CUSIP or CUSIPs. Moreover, each such beneficial owner will agree, or be deemed to agree, to indemnify the Issuers, the Collateral Trustee and the other beneficial owners of Notes for all damages, costs and expenses that result from the failure of such Person to comply with its Holder Tax Obligations. This indemnification will continue even after the Person ceases to have an ownership interest in the Notes. (e) If a Holder of a Note fails for any reason to (i) comply with the Holder AML Obligations (ii) such information or documentation is not accurate or complete, or (iii) the Issuer otherwise reasonably determines that such Holder’s acquisition, holding or transfer of an interest in any Note would cause the Issuer to be unable to achieve AML Compliance, the Issuer (or any intermediary on the Issuer’s behalf) shall have the right to (x) compel the relevant Holder to sell its interest in such Note or (y) sell such interest on such Holder’s behalf. The Issuer shall not compel sales for failure to provide such other information or documentation as may be required under the Cayman AML Regulations unless the Issuer reasonably determines the Holder’s acquisition, holding or transfer of an interest in such Note would result in a materially adverse effect on the Issuer.

Non-Permitted Holders. (a) Notwithstanding If any U.S. Person that is not a QIB/QP shall become the Holder or beneficial owner of an interest in any Note (other provision in this Agreement, than a Regulation S Global Note) or any transfer U.S. Person shall become the Holder of a beneficial interest in Preferred Shares to Regulation S Global Note (any such Person a “Non-Permitted Holder”), the acquisition of Notes by such Holder shall be null and void ab initio and any such purported transfer of which the initio. The Issuer (or the Preferred Share Paying Agent shall have notice may be disregarded by Collateral Manager on behalf of the Issuer and the Preferred Share Paying Agent for all purposes at any time after either of them learns that any Person is or has become a Non-Permitted Holder. (bIssuer) If any Non-Permitted Holder becomes the beneficial owner of Preferred Shares, the Issuer shall, promptly after discovery of any that such Person is a Non-Permitted Holder by the Issuer or the Preferred Share Paying Agent (and Trustee or upon notice by the Preferred Share Paying Agent to the IssuerIssuer from the Trustee (if a trust officer of the Trustee obtains actual knowledge, if in which case, the Preferred Share Paying Agent makes Trustee agrees to notify the Issuer of such discovery), send notice to such Non-Permitted Holder demanding that such Non-Permitted Holder transfer its Preferred Shares or interest in the Notes held by such Non-Permitted Holder to a Person that is not a Non-Permitted Holder within 30 days of after the date of such notice. If such Non-Permitted Holder fails to so transfer such Preferred Shares Notes, the Issuer or interest, the Collateral Manager acting for the Issuer shall have the right, without further notice to the Non-Permitted Holder, to sell such Preferred Shares Notes or interest in Preferred Shares such Notes to a purchaser selected by the Issuer that is not a Non-Permitted Holder on such terms as the Issuer may choose. The Issuer may retain an investment bank to act Issuer, or the Collateral Manager acting on behalf of the Issuer’s behalf or request , may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Preferred SharesNotes, and the Issuer will sell such Preferred Shares or interest Notes to the highest such bidder; provided that the Collateral Manager, its Affiliates and accounts, funds, clients or portfolios established and controlled by the Collateral Manager shall be entitled to bid in any such sale. However, the Issuer or the Collateral Manager may select a purchaser by any other means determined by it in its sole discretion. Each The Holder of Preferred Shareseach Note, the Non-Permitted Holder and each other Person in the chain of title from the Holder to the Non-Permitted Holder, by its acceptance of an interest in the applicable Preferred SharesNotes, agrees to cooperate with the Issuer Issuer, the Collateral Manager and the Preferred Share Paying Agent Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted Holder. The terms and conditions of any such sale under this subsection shall be determined in the sole discretion of the Issuer, and none of the Issuer, Preferred Share Registrar the Trustee or the Preferred Share Paying Agent Collateral Manager shall be liable to any Person having an interest in the Preferred Shares Notes sold as a result of any such sale or the exercise of such discretion. (b) If any Person shall become the beneficial owner of an interest in any Note who has made or is deemed to have made a prohibited transaction, Benefit Plan Investor or Other Plan Law representation required by Section 2.6 that is subsequently shown to be false or misleading (any such Person a “Non-Permitted ERISA Holder”), the Issuer (or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery that such Person is a Non-Permitted ERISA Holder by the Issuer or upon notice to the Issuer from the Trustee (if a Trust Officer of the Trustee has actual knowledge and who agrees to notify the Issuer upon obtaining actual knowledge), send notice to such Non-Permitted ERISA Holder demanding that such Non-Permitted ERISA Holder transfer all or any portion of the Notes held by such Person to a Person that is not a Non-Permitted ERISA Holder within 10 days after the date of such notice. If such Non-Permitted ERISA Holder fails to so transfer such Notes, the Issuer shall have the right, without further notice to the Non-Permitted ERISA Holder, to sell such Notes or interest in such Notes to a purchaser selected by the Issuer that is not a Non-Permitted ERISA Holder on such terms as the Issuer may choose. The Issuer may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Notes, and selling such Notes to the highest such bidder. The holder of each Note, the Non-Permitted ERISA Holder and each other Person in the chain of title from the Holder to the Non-Permitted ERISA Holder, by its acceptance of an interest in the Notes, agrees to cooperate with the Issuer and the Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted ERISA Holder. The terms and conditions of any sale under this sub-Section (c) shall be determined in the sole discretion of the Issuer, and none of the Issuers the Trustee or the Collateral Manager shall be liable to any Person having an interest in the Notes sold as a result of any such sale or the exercise of such discretion. (c) [Reserved.] (d) If (i) a Holder of a Note fails for any reason to comply with the Holder AML Obligations or such information or documentation is not accurate or complete or (ii) the Issuer otherwise reasonably determines that such Holder’s acquisition, holding or transfer of an interest in any Note would cause the Issuer to be unable to achieve AML Compliance, the Issuer (or any intermediary on the Issuer’s behalf) shall have the right to (x) compel the relevant Holder to sell its interest in such Note or (y) sell such interest on such Xxxxxx’s behalf. The Issuer shall not compel sales for failure to provide such other information or documentation as may be required under the Cayman AML Regulations unless the Issuer reasonably determines the Holder’s acquisition, holding or transfer of an interest in such Note would result in a materially adverse effect on the Issuer.

Non-Permitted Holders. (a) Notwithstanding any other provision in this Agreementanything to the contrary elsewhere herein, any transfer of a beneficial interest in Preferred Shares any Note to a Non-Permitted Holder U.S. Person that is not a QIB/QP shall be null and void ab initio and any such purported transfer of which the Issuer or the Preferred Share Paying Agent Trustee shall have notice may be disregarded by the Issuer and the Preferred Share Paying Agent Trustee for all purposes at any time after either purposes. In addition, the acquisition of them learns that any Person is or has become Notes by a Non-Permitted HolderHolder under Section 2.12(b) shall be null and void ab initio. (b) If any U.S. Person that is not a QIB/QP shall become the Holder or beneficial owner of an interest in any Note (other than a Regulation S Global Note) or any U.S. Person shall become the Holder of a Regulation S Global Note (any such Person a “Non-Permitted Holder becomes the beneficial owner of Preferred SharesHolder”), the acquisition of Notes by such Holder shall be null and void ab initio. The Issuer (or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery of any that such Person is a Non-Permitted Holder by the Issuer or the Preferred Share Paying Agent (and Trustee or upon notice by the Preferred Share Paying Agent to the IssuerIssuer from the Trustee (if a trust officer of the Trustee obtains actual knowledge, if in which case, the Preferred Share Paying Agent makes Trustee agrees to notify the Issuer of such discovery), send notice to such Non-Permitted Holder demanding that such Non-Permitted Holder transfer its Preferred Shares or interest in the Notes held by such Non-Permitted Holder to a Person that is not a Non-Permitted Holder within 30 days of after the date of such notice. If such Non-Permitted Holder fails to so transfer such Preferred Shares Notes, the Issuer or interest, the Collateral Manager acting for the Issuer shall have the right, without further notice to the Non-Permitted Holder, to sell such Preferred Shares Notes or interest in Preferred Shares such Notes to a purchaser selected by the Issuer that is not a Non-Permitted Holder on such terms as the Issuer may choose. The Issuer may retain an investment bank to act Issuer, or the Collateral Manager acting on behalf of the Issuer’s behalf or request , may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Preferred SharesNotes, and the Issuer will sell such Preferred Shares or interest Notes to the highest such bidder; provided that the Collateral Manager, its Affiliates and accounts, funds, clients or portfolios established and controlled by the Collateral Manager shall be entitled to bid in any such sale. However, the Issuer or the Collateral Manager may select a purchaser by any other means determined by it in its sole discretion. Each The Holder of Preferred Shareseach Note, the Non-Permitted Holder and each other Person in the chain of title from the Holder to the Non-Permitted Holder, by its acceptance of an interest in the applicable Preferred SharesNotes, agrees to cooperate with the Issuer Issuer, the Collateral Manager and the Preferred Share Paying Agent Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted Holder. The terms and conditions of any such sale under this subsection shall be determined in the sole discretion of the Issuer, and none of the Issuer, Preferred Share Registrar the Trustee or the Preferred Share Paying Agent Collateral Manager shall be liable to any Person having an interest in the Preferred Shares Notes sold as a result of any such sale or the exercise of such discretion. (c) If any Person shall become the beneficial owner of an interest in any Note who has made or is deemed to have made a prohibited transaction, Benefit Plan Investor or Other Plan Law representation required by Section 2.6 that is subsequently shown to be false or misleading (any such Person a “Non-Permitted ERISA Holder”), the Issuer (or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery that such Person is a Non-Permitted ERISA Holder by the Issuer or upon notice to the Issuer from the Trustee (if a Trust Officer of the Trustee has actual knowledge and who agrees to notify the Issuer upon obtaining actual knowledge), send notice to such Non-Permitted ERISA Holder demanding that such Non-Permitted ERISA Holder transfer all or any portion of the Notes held by such Person to a Person that is not a Non-Permitted ERISA Holder within 10 days after the date of such notice. If such Non-Permitted ERISA Holder fails to so transfer such Notes, the Issuer shall have the right, without further notice to the Non-Permitted ERISA Holder, to sell such Notes or interest in such Notes to a purchaser selected by the Issuer that is not a Non-Permitted ERISA Holder on such terms as the Issuer may choose. The Issuer may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Notes, and selling such Notes to the highest such bidder. The holder of each Note, the Non-Permitted ERISA Holder and each other Person in the chain of title from the Holder to the Non-Permitted ERISA Holder, by its acceptance of an interest in the Notes, agrees to cooperate with the Issuer and the Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted ERISA Holder. The terms and conditions of any sale under this sub-Section shall be determined in the sole discretion of the Issuer, and none of the Issuers the Trustee or the Collateral Manager shall be liable to any Person having an interest in the Notes sold as a result of any such sale or the exercise of such discretion. (d) If (i) a Holder of a Note fails for any reason to comply with the Holder AML Obligations or such information or documentation is not accurate or complete or (ii) the Issuer otherwise reasonably determines that such Holder’s acquisition, holding or transfer of an interest in any Note would cause the Issuer to be unable to achieve AML Compliance, the Issuer (or any intermediary on the Issuer’s behalf) shall have the right to (x) compel the relevant Holder to sell its interest in such Note or (y) sell such interest on such Holder’s behalf. The Issuer shall not compel sales for failure to provide such other information or documentation as may be required under the Cayman AML Regulations unless the Issuer reasonably determines the Holder’s acquisition, holding or transfer of an interest in such Note would result in a materially adverse effect on the Issuer.

Non-Permitted Holders. (a) Notwithstanding any other provision in this Agreementanything to the contrary elsewhere herein, any transfer of a beneficial interest in Preferred Shares any Note to a Non-Permitted Holder U.S. Person that is not a QIB/QP shall be null and void ab initio and any such purported transfer of which the Issuer or the Preferred Share Paying Agent Trustee shall have notice may be disregarded by the Issuer and the Preferred Share Paying Agent Trustee for all purposes at any time after either purposes. In addition, the acquisition of them learns that any Person is or has become Notes by a Non-Permitted HolderHolder under Section 2.12(b) shall be null and void ab initio. (b) If any U.S. Person that is not a QIB/QP shall become the Holder or beneficial owner of an interest in any Note (other than a Regulation S Global Note) or any U.S. Person shall become the Holder of a Regulation S Global Note (any such Person a “Non-Permitted Holder becomes the beneficial owner of Preferred SharesHolder”), the acquisition of Notes by such Holder shall be null and void ab initio. The Issuer (or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery of any that such Person is a Non-Permitted Holder by the Issuer or the Preferred Share Paying Agent (and Trustee or upon notice by the Preferred Share Paying Agent to the IssuerIssuer from the Trustee (if a trust officer of the Trustee obtains actual knowledge, if in which case, the Preferred Share Paying Agent makes Trustee agrees to notify the Issuer of such discovery), send notice to such Non-Permitted Holder demanding that such Non-Permitted Holder transfer its Preferred Shares or interest in the Notes held by such Non-Permitted Holder to a Person that is not a Non-Permitted Holder within 30 days of after the date of such notice. If such Non-Permitted Holder fails to so transfer such Preferred Shares Notes, the Issuer or interest, the Collateral Manager acting for the Issuer shall have the right, without further notice to the Non-Permitted Holder, to sell such Preferred Shares Notes or interest in Preferred Shares such Notes to a purchaser selected by the Issuer that is not a Non-Permitted Holder on such terms as the Issuer may choose. The Issuer may retain an investment bank to act Issuer, or the Collateral Manager acting on behalf of the Issuer’s behalf or request , may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Preferred SharesNotes, and the Issuer will sell such Preferred Shares or interest Notes to the highest such bidder; provided that the Collateral Manager, its Affiliates and accounts, funds, clients or portfolios established and controlled by the Collateral Manager shall be entitled to bid in any such sale. However, the Issuer or the Collateral Manager may select a purchaser by any other means determined by it in its sole discretion. Each The Holder of Preferred Shareseach Note, the Non-Permitted Holder and each other Person in the chain of title from the Holder to the Non-Permitted Holder, by its acceptance of an interest in the applicable Preferred SharesNotes, agrees to cooperate with the Issuer Issuer, the Collateral Manager and the Preferred Share Paying Agent Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted Holder. The terms and conditions of any such sale under this subsection shall be determined in the sole discretion of the Issuer, and none of the Issuer, Preferred Share Registrar the Trustee or the Preferred Share Paying Agent Collateral Manager shall be liable to any Person having an interest in the Preferred Shares Notes sold as a result of any such sale or the exercise of such discretion. (c) If any Person shall become the beneficial owner of an interest in any Note who has made or is deemed to have made a prohibited transaction, Benefit Plan Investor or Other Plan Law representation required by Section 2.6 that is subsequently shown to be false or misleading (any such Person a “Non-Permitted ERISA Holder”), the Issuer (or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery that such Person is a Non-Permitted ERISA Holder by the Issuer or upon notice to the Issuer from the Trustee (if a Trust Officer of the Trustee has actual knowledge and who agrees to notify the Issuer upon obtaining actual knowledge), send notice to such Non-Permitted ERISA Holder demanding that such Non-Permitted ERISA Holder transfer all or any portion of the Notes held by such Person to a Person that is not a Non-Permitted ERISA Holder within 10 days after the date of such notice. If such Non-Permitted ERISA Holder fails to so transfer such Notes, the Issuer shall have the right, without further notice to the Non-Permitted ERISA Holder, to sell such Notes or interest in such Notes to a purchaser selected by the Issuer that is not a Non-Permitted ERISA Holder on such terms as the Issuer may choose. The Issuer may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Notes, and selling such Notes to the highest such bidder. The holder of each Note, the Non-Permitted ERISA Holder and each other Person in the chain of title from the Holder to the Non-Permitted ERISA Holder, by its acceptance of an interest in the Notes, agrees to cooperate with the Issuer and the Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non- Permitted ERISA Holder. The terms and conditions of any sale under this sub-Section shall be determined in the sole discretion of the Issuer, and none of the Issuers the Trustee or the Collateral Manager shall be liable to any Person having an interest in the Notes sold as a result of any such sale or the exercise of such discretion. (d) If (i) a Holder of a Note fails for any reason to comply with the Holder AML Obligations or such information or documentation is not accurate or complete or (ii) the Issuer otherwise reasonably determines that such Holder’s acquisition, holding or transfer of an interest in any Note would cause the Issuer to be unable to achieve AML Compliance, the Issuer (or any intermediary on the Issuer’s behalf) shall have the right to (x) compel the relevant Holder to sell its interest in such Note or (y) sell such interest on such Xxxxxx’s behalf. The Issuer shall not compel sales for failure to provide such other information or documentation as may be required under the Cayman AML Regulations unless the Issuer reasonably determines the Holder’s acquisition, holding or transfer of an interest in such Note would result in a materially adverse effect on the Issuer.

Non-Permitted Holders. (a) Notwithstanding any other provision in this Agreementanything to the contrary elsewhere herein, any transfer of a beneficial interest in Preferred Shares any Note to a Non-Permitted Holder U.S. Person that is not a QIB/QP shall be null and void ab initio and any such purported transfer of which the Issuer or the Preferred Share Paying Agent Trustee shall have notice may be disregarded by the Issuer and the Preferred Share Paying Agent Trustee for all purposes at any time after either purposes. In addition, the acquisition of them learns that any Person is or has become Notes by a Non-Permitted HolderHolder under Section 2.12(b) shall be null and void ab initio. (b) If any U.S. Person that is not a QIB/QP shall become the Holder or beneficial owner of an interest in any Note (other than a Regulation S Global Note) or any U.S. Person shall become the Holder or beneficial owner of an interest in any Regulation S Global Note (any such Person a "Non-Permitted Holder becomes the beneficial owner of Preferred SharesHolder"), the acquisition of Notes by such Holder shall be null and void ab initio. The Issuer (or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery of any that such Person is a Non-Permitted Holder by the Issuer or the Preferred Share Paying Agent (and Trustee or upon notice by the Preferred Share Paying Agent to the IssuerIssuer from the Trustee (if a trust officer of the Trustee obtains actual knowledge, if in which case, the Preferred Share Paying Agent makes Trustee agrees to notify the Issuer of such discovery), send notice to such Non-Permitted Holder demanding that such Non-Permitted Holder transfer its Preferred Shares or interest in the Notes held by such Non-Permitted Holder to a Person that is not a Non-Permitted Holder within 30 days of after the date of such notice. If such Non-Permitted Holder fails to so transfer such Preferred Shares Notes, the Issuer or interest, the Collateral Manager acting for the Issuer shall have the right, without further notice to the Non-Permitted Holder, to sell such Preferred Shares Notes or interest in Preferred Shares such Notes to a purchaser selected by the Issuer that is not a Non-Permitted Holder on such terms as the Issuer may choose. The Issuer may retain an investment bank to act Issuer, or the Collateral Manager acting on behalf of the Issuer’s behalf or request , may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Preferred SharesNotes, and the Issuer will sell such Preferred Shares or interest Notes to the highest such bidder; provided that the Collateral Manager, its Affiliates and accounts, funds, clients or portfolios established and controlled by the Collateral Manager shall be entitled to bid in any such sale. However, the Issuer or the Collateral Manager may select a purchaser by any other means determined by it in its sole discretion. Each The Holder of Preferred Shareseach Note, the Non-Permitted Holder and each other Person in the chain of title from the Holder to the Non-Permitted Holder, by its acceptance of an interest in the applicable Preferred SharesNotes, agrees to cooperate with the Issuer Issuer, the Collateral Manager and the Preferred Share Paying Agent Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted Holder. The terms and conditions of any such sale under this subsection shall be determined in the sole discretion of the Issuer, and none of the Issuer, Preferred Share Registrar the Trustee or the Preferred Share Paying Agent Collateral Manager shall be liable to any Person having an interest in the Preferred Shares Notes sold as a result of any such sale or the exercise of such discretion. (c) If any Person shall become the beneficial owner of a Note (or any interest therein) who has made or is deemed to have made a prohibited transaction, Benefit Plan Investor or Other Plan Law representation required by Section 2.6 that is subsequently shown to be false or misleading (any such Person a "Non-Permitted ERISA Holder"), the Issuer (or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery that such Person is a Non-Permitted ERISA Holder by the Issuer or upon notice to the Issuer from the Trustee (if a Trust Officer of the Trustee has actual knowledge and agrees to notify the Issuer upon obtaining actual knowledge), send notice to such Non-Permitted ERISA Holder demanding that such Non-Permitted ERISA Holder transfer such Note (or any interest therein) held by such Person to a Person that is not a Non-Permitted ERISA Holder within 10 days after the date of such notice. If such Non-Permitted ERISA Holder fails to so transfer such Note (or its interest therein), the Issuer shall have the right, without further notice to the Non-Permitted ERISA Holder, to sell such Non-Permitted ERISA Holder's Note or its interest in such Note to a purchaser selected by the Issuer that is not a Non-Permitted ERISA Holder on such terms as the Issuer may choose. The Issuer may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Notes, and sell such Note (or any interest therein) to the highest such bidder. The holder of each Note (or any interest therein), the Non-Permitted ERISA Holder and each other Person in the chain of title from the Holder to the Non-Permitted ERISA Holder, by its acceptance of the Note (or any interest therein), agrees to cooperate with the Issuer and the Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted ERISA Holder. The terms and conditions of any such sale under this sub-Section (c) shall be determined in the sole discretion of the Issuer, and none of the Issuers the Trustee or the Collateral Manager shall be liable to any Person having an interest in the Notes sold as a result of any such sale or the exercise of such discretion. (d) If (i) a Holder of a Note fails for any reason to comply with the Holder AML Obligations or such information or documentation is not accurate or complete or (ii) the Issuer otherwise reasonably determines that such Holder’s acquisition, holding or transfer of an interest in any Note would cause the Issuer to be unable to achieve AML Compliance, the Issuer (or any intermediary on the Issuer’s behalf) shall have the right to (x) compel the relevant Holder to sell its interest in such Note or (y) sell such interest on such Holder’s behalf. The Issuer shall not compel sales for failure to provide such other information or documentation as may be required under the Cayman AML Regulations unless the Issuer reasonably determines the Holder’s acquisition, holding or transfer of an interest in such Note would result in a materially adverse effect on the Issuer.

Non-Permitted Holders. (a) Notwithstanding any other provision in this Agreementanything to the contrary elsewhere herein, any transfer of a beneficial interest in Preferred Shares any Debt to a Non-Permitted Holder U.S. Person that is not a QIB/QP shall be null and void ab initio and any such purported transfer of which the Issuer or the Preferred Share Paying Agent Collateral Trustee shall have notice may be disregarded by the Issuer and the Preferred Share Paying Agent Collateral Trustee for all purposes at any time after either purposes. In addition, the acquisition of them learns that any Person is or has become Debt by a Non-Permitted HolderHolder under Section 2.12(b) shall be null and void ab initio. (b) If any U.S. Person that is not a QIB/QP shall become the Holder or beneficial owner of an interest in any Note (other than a Regulation S Global Note) or any U.S. Person shall become the Holder of a Regulation S Global Note that is not also a Qualified Purchaser (any such Person a “Non-Permitted Holder becomes the beneficial owner of Preferred SharesHolder”), the acquisition of Debt by such Holder shall be null and void ab initio. The Issuer (or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery of any that such Person is a Non-Permitted Holder by the Issuer or the Preferred Share Paying Agent (and Collateral Trustee or upon notice by the Preferred Share Paying Agent to the IssuerIssuer from the Collateral Trustee (if a trust officer of the Collateral Trustee obtains actual knowledge, if in which case, the Preferred Share Paying Agent makes Collateral Trustee agrees to notify the Issuer of such discovery), send notice to such Non-Permitted Holder demanding that such Non-Permitted Holder transfer its Preferred Shares or interest in the Debt held by such Non-Permitted Holder to a Person that is not a Non-Permitted Holder within 30 days of after the date of such notice. If such Non-Permitted Holder fails to so transfer such Preferred Shares Debt, the Issuer or interest, the Collateral Manager acting for the Issuer shall have the right, without further notice to the Non-Permitted Holder, to sell such Preferred Shares Debt or interest in Preferred Shares such Debt to a purchaser selected by the Issuer that is not a Non-Permitted Holder on such terms as the Issuer may choose. The Issuer may retain an investment bank to act Issuer, or the Collateral Manager acting on behalf of the Issuer’s behalf or request , may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Preferred SharesDebt, and the Issuer will sell such Preferred Shares or interest Debt to the highest such bidder; provided that the Collateral Manager, its Affiliates and accounts, funds, clients or portfolios established and controlled by the Collateral Manager shall be entitled to bid in any such sale. However, the Issuer or the Collateral Manager may select a purchaser by any other means determined by it in its sole discretion. Each The Holder of Preferred Shareseach Note, the Non-Permitted Holder and each other Person in the chain of title from the Holder to the Non-Permitted Holder, by its acceptance of an interest in the applicable Preferred SharesDebt, agrees to cooperate with the Issuer Issuer, the Collateral Manager and the Preferred Share Paying Agent Collateral Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted Holder. The terms and conditions of any such sale under this subsection shall be determined in the sole discretion of the Issuer, and none of the Issuer, Preferred Share Registrar the Collateral Trustee or the Preferred Share Paying Agent Collateral Manager shall be liable to any Person having an interest in the Preferred Shares Debt sold as a result of any such sale or the exercise of such discretion. (c) If any Person shall become the beneficial owner of an interest in any Debt who has made or is deemed to have made a prohibited transaction, Benefit Plan Investor or Other Plan Law representation required by Section 2.6 that is subsequently shown to be false or misleading (any such Person a “Non-Permitted ERISA Holder”), the Issuer (or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery that such Person is a Non-Permitted ERISA Holder by the Issuer or upon notice to the Issuer from the Collateral Trustee (if a Trust Officer of the Collateral Trustee has actual knowledge and who agrees to notify the Issuer upon obtaining actual knowledge), send notice to such Non-Permitted ERISA Holder demanding that such Non-Permitted ERISA Holder transfer all or any portion of the Debt held by such Person to a Person that is not a Non-Permitted ERISA Holder within 10 days after the date of such notice. If such Non-Permitted ERISA Holder fails to so transfer such Debt, the Issuer shall have the right, without further notice to the Non-Permitted ERISA Holder, to sell such Debt or interest in such Debt to a purchaser selected by the Issuer that is not a Non-Permitted ERISA Holder on such terms as the Issuer may choose. The Issuer may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Debt, and selling such Debt to the highest such bidder. The holder of each Note, the Non-Permitted ERISA Holder and each other Person in the chain of title from the Holder to the Non-Permitted ERISA Holder, by its acceptance of an interest in the Debt, agrees to cooperate with the Issuer and the Collateral Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted ERISA Holder. The terms and conditions of any sale under this sub-Section (c) shall be determined in the sole discretion of the Issuer, and none of the Issuer, the Collateral Trustee or the Collateral Manager shall be liable to any Person having an interest in the Debt sold as a result of any such sale or the exercise of such discretion.

Non-Permitted Holders. (a) Notwithstanding any other provision anything to the contrary elsewhere in this AgreementIndenture, any transfer of a beneficial interest in Preferred Shares any Note to a Non-Permitted Holder U.S. person that is not a QIB/QP (other than a U.S. person that is an Institutional Accredited Investor and is also a Qualified Purchaser or a corporation, partnership, limited liability company or other entity (other than a trust), each shareholder, partner, member or other equity owner of which is a Qualified Purchaser) shall be null and void ab initio and any such purported transfer of which the Issuer, the Co-Issuer or the Preferred Share Paying Agent Trustee shall have notice may be disregarded by the Issuer, the Co-Issuer and the Preferred Share Paying Agent Trustee for all purposes at any time after either of them learns that any Person is or has become a Non-Permitted Holderpurposes. (b) If (x) any U.S. person that is not both (i) either a Qualified Institutional Buyer or an Institutional Accredited Investor and (ii) a Qualified Purchaser (or a corporation, partnership, limited liability company or other entity (other than a trust), each shareholder, partner, member or other equity owner of which is a Qualified Purchaser) shall become the Holder or beneficial owner of an interest in any Note, (y) any Holder or beneficial owner of Notes shall fail to comply with its Holder Tax Obligations or the Issuer determines, in its reasonable discretion, that such Holder or beneficial owner’s acquisition, ownership or transfer of the Notes otherwise prevents the Issuer from achieving Tax Account Reporting Rules Compliance or (z) in the reasonable determination of the Issuer, any beneficial owner of a Potential Equity Note or a Subordinated Note is not a United States Tax Person (any such Person, a “Non-Permitted Holder”), the acquisition of Notes (other than under clause (y)) by such Holder becomes the or beneficial owner shall be null and void ab initio. The Issuer (or the Collateral Manager on behalf of Preferred Shares, the Issuer Issuer) shall, promptly after discovery of any that such Person is a Non-Permitted Holder by the Issuer or the Preferred Share Paying Agent Trustee (and notice by the Preferred Share Paying Agent Trustee (if a Trust Officer of the Trustee obtains actual knowledge), the Co-Issuer to the Issuer, if the Preferred Share Paying Agent any of them makes the discovery), send notice to such Non-Permitted Holder demanding that such Non-Permitted Holder transfer its Preferred Shares or interest in the Notes held by such Person to a Person that is not a Non-Permitted Holder within 30 days of after the date of such notice. If such Non-Permitted Holder fails to so transfer such Preferred Shares Notes, the Issuer or interest, the Collateral Manager acting for the Issuer shall have the right, without further notice to the Non-Permitted Holder, to sell such Preferred Shares Notes or interest in Preferred Shares such Notes to a purchaser selected by the Issuer that is not a Non-Permitted Holder on such terms as the Issuer may choose. The Issuer may retain an investment bank to act Issuer, or the Collateral Manager acting on behalf of the Issuer’s behalf or request , may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Preferred Shares, Notes and the Issuer will sell such Preferred Shares or interest Notes to the highest such bidder; provided that the Collateral Manager, its Affiliates and accounts, funds, clients or portfolios established and controlled by the Collateral Manager shall be entitled to bid in any such sale. However, the Issuer or the Collateral Manager may select a purchaser by any other means determined by it in its sole discretion. Each The Holder of Preferred Shareseach Note, the Non-Permitted Holder and each other Person in the chain of title from the Holder to the Non-Permitted Holder, by its acceptance of an interest in the applicable Preferred SharesNotes, agrees to cooperate with the Issuer Issuer, the Collateral Manager and the Preferred Share Paying Agent Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted Holder. The terms and conditions of any sale under this sub-section shall be determined in the sole discretion of the Issuer, and none of the Co-Issuers, the Trustee or the Collateral Manager shall be liable to any Person having an interest in the Notes sold as a result of any such sale or the exercise of such discretion. (c) Notwithstanding anything to the contrary elsewhere in this Indenture, any transfer of a beneficial interest in any Note to a Person who has made an ERISA-related representation required by Section 2.5 that is subsequently shown to be false or misleading shall be null and void and any such purported transfer of which the Co-Issuers or the Trustee shall have notice may be disregarded by the Co-Issuers and the Trustee for all purposes. (d) If any Person shall become the Holder or beneficial owner of an interest in any Note who has made or is deemed to have made a prohibited transaction, Benefit Plan Investor, Controlling Person, Similar Law or Other Plan Law representation required by Section 2.5 that is subsequently shown to be false or misleading or whose beneficial ownership otherwise causes a violation of the 25% Limitation (any such person a “Non-Permitted ERISA Holder”), the Issuer (or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery that such person is a Non-Permitted ERISA Holder by the Issuer or upon notice from the Trustee (if a Trust Officer of the Trustee obtains actual knowledge), the Co-Issuer to the Issuer, if any of them makes the discovery and who, in each case, agree to notify the Issuer of such discovery, send notice to such Non-Permitted ERISA Holder demanding that such Non-Permitted ERISA Holder transfer all or any portion of the Notes held by such Person to a Person that is not a Non-Permitted ERISA Holder within 14 days after the date of such notice. If such Non-Permitted ERISA Holder fails to so transfer such Notes the Issuer shall have the right, without further notice to the Non-Permitted ERISA Holder, to sell such Notes or interest in such Notes to a purchaser selected by the Issuer that is not a Non-Permitted ERISA Holder on such terms as the Issuer may choose. The Issuer may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Notes and sell such Notes to the highest such bidder. The Holder and beneficial owner of each Note, the Non-Permitted ERISA Holder and each other Person in the chain of title from the Holder to the Non-Permitted ERISA Holder, by its acceptance of an interest in the Notes agrees to cooperate with the Issuer, the Collateral Manager and the Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted ERISA Holder. The terms and conditions of any sale under this subsection shall be determined in the sole discretion of the Issuer, and none of the IssuerCo-Issuers, Preferred Share Registrar the Trustee or the Preferred Share Paying Agent Collateral Manager shall be liable to any Person having an interest in the Preferred Shares Notes sold as a result of any such sale or the exercise of such discretion.

Non-Permitted Holders. (a) Notwithstanding any other provision in this Agreementanything to the contrary elsewhere herein, any transfer of a beneficial interest in Preferred Shares any Notes to a Non-Permitted Holder U.S. Person that is not a QIB/QP shall be null and void ab initio and any such purported transfer of which the Issuer or the Preferred Share Paying Agent Collateral Trustee shall have notice may be disregarded by the Issuer and the Preferred Share Paying Agent Collateral Trustee for all purposes at any time after either purposes. In addition, the acquisition of them learns that any Person is or has become Secured Notes by a Non-Permitted HolderHolder under Section 2.12(b) shall be null and void ab initio. (b) If any U.S. Person that is not a QIB/QP shall become the Holder or beneficial owner of an interest in any Note (other than a Regulation S Global Note) or any U.S. Person shall become the Holder of a Regulation S Global Note that is not also a Qualified Purchaser (any such Person a “Non-Permitted Holder becomes the beneficial owner of Preferred SharesHolder”), the acquisition of Secured Notes by such Holder shall be null and void ab initio. The Issuer (or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery of any that such Person is a Non-Permitted Holder by the Issuer or the Preferred Share Paying Agent (and Collateral Trustee or upon notice by the Preferred Share Paying Agent to the IssuerIssuer from the Collateral Trustee (if a trust officer of the Collateral Trustee obtains actual knowledge, if in which case, the Preferred Share Paying Agent makes Collateral Trustee agrees to notify the Issuer of such discovery), send notice to such Non-Permitted Holder demanding that such Non-Permitted Holder transfer its Preferred Shares or interest in the Secured Notes held by such Non-Permitted Holder to a Person that is not a Non-Permitted Holder within 30 days of after the date of such notice. If such Non-Permitted Holder fails to so transfer such Preferred Shares Secured Notes, the Issuer or interest, the Collateral Manager acting for the Issuer shall have the right, without further notice to the Non-Permitted Holder, to sell such Preferred Shares Secured Notes or interest in Preferred Shares such Secured Notes to a purchaser selected by the Issuer that is not a Non-Permitted Holder on such terms as the Issuer may choose. The Issuer may retain an investment bank to act Issuer, or the Collateral Manager acting on behalf of the Issuer’s behalf or request , may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Preferred SharesSecured Notes, and the Issuer will sell such Preferred Shares or interest Secured Notes to the highest such bidder; provided that the Collateral Manager, its Affiliates and accounts, funds, clients or portfolios established and controlled by the Collateral Manager shall be entitled to bid in any such sale. However, the Issuer or the Collateral Manager may select a purchaser by any other means determined by it in its sole discretion. Each The Holder of Preferred Shareseach Note, the Non-Permitted Holder and each other Person in the chain of title from the Holder to the Non-Permitted Holder, by its acceptance of an interest in the applicable Preferred SharesSecured Notes, agrees to cooperate with the Issuer Issuer, the Collateral Manager and the Preferred Share Paying Agent Collateral Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted Holder. The terms and conditions of any such sale under this subsection shall be determined in the sole discretion of the Issuer, and none of the Issuer, Preferred Share Registrar the Collateral Trustee or the Preferred Share Paying Agent Collateral Manager shall be liable to any Person having an interest in the Preferred Shares Notes sold as a result of any such sale or the exercise of such discretion. (c) If any Person shall become the beneficial owner of an interest in any Note who has made or is deemed to have made a prohibited transaction, Benefit Plan Investor or Other Plan Law representation required by Section 2.6 that is subsequently shown to be false or misleading (any such Person a “Non-Permitted ERISA Holder”), the Issuer (or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery that such Person is a Non-Permitted ERISA Holder by the Issuer or upon notice to the Issuer from the Collateral Trustee (if a Trust Officer of the Collateral Trustee has actual knowledge and who agrees to notify the Issuer upon obtaining actual knowledge), send notice to such Non-Permitted ERISA Holder demanding that such Non-Permitted ERISA Holder transfer all or any portion of the Notes held by such Person to a Person that is not a Non-Permitted ERISA Holder within 10 days after the date of such notice. If such Non-Permitted ERISA Holder fails to so transfer such Notes, the Issuer shall have the right, without further notice to the Non-Permitted ERISA Holder, to sell such Notes or interest in such Notes to a purchaser selected by the Issuer that is not a Non-Permitted ERISA Holder on such terms as the Issuer may choose. The Issuer may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Secured Notes, and selling such Notes to the highest such bidder. The holder of each Note, the Non-Permitted ERISA Holder and each other Person in the chain of title from the Holder to the Non-Permitted ERISA Holder, by its acceptance of an interest in the Notes, agrees to cooperate with the Issuer and the Collateral Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted ERISA Holder. The terms and conditions of any sale under this sub-Section (c) shall be determined in the sole discretion of the Issuer, and none of the Issuer, the Collateral Trustee or the Collateral Manager shall be liable to any Person having an interest in the Secured Notes sold as a result of any such sale or the exercise of such discretion.

Non-Permitted Holders. (a) Notwithstanding any other provision in this Agreementanything to the contrary elsewhere herein, any transfer of a beneficial interest in Preferred Shares any Debt to a Non-Permitted Holder U.S. Person that is not a QIB/QP shall be null and void ab initio and any such purported transfer of which the Issuer or the Preferred Share Paying Agent Collateral Trustee shall have notice may be disregarded by the Issuer and the Preferred Share Paying Agent Collateral Trustee for all purposes at any time after either purposes. In addition, the acquisition of them learns that any Person is or has become Debt by a Non-Permitted HolderHolder under Section 2.12(b) shall be null and void ab initio. (b) If (i) any U.S. Person that is not a QIB/QP shall become the Holder or beneficial owner of an interest in any Note (other than a Regulation S Global Note), (ii) any U.S. Person shall become the Holder of a Regulation S Global Note or (iii) any person that is not a Qualified Purchaser shall become the holder or beneficial owner of an interest in any Regulation S Global Note (any such Person a “Non-Permitted Holder becomes the beneficial owner of Preferred SharesHolder”), the acquisition of Debt by such Holder shall be null and void ab initio. The Issuer (or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery of any that such Person is a Non-Permitted Holder by the Issuer or the Preferred Share Paying Agent (and Collateral Trustee or upon notice by the Preferred Share Paying Agent to the IssuerIssuer from the Collateral Trustee (if a trust officer of the Collateral Trustee obtains actual knowledge, if in which case, the Preferred Share Paying Agent makes Collateral Trustee agrees to notify the Issuer of such discovery), send notice to such Non-Permitted Holder demanding that such Non-Permitted Holder transfer its Preferred Shares or interest in the Debt held by such Non-Permitted Holder to a Person that is not a Non-Permitted Holder within 30 thirty (30) days of after the date of such notice. If such Non-Permitted Holder fails to so transfer such Preferred Shares Debt, the Issuer or interest, the Collateral Manager acting for the Issuer shall have the right, without further notice to the Non-Permitted Holder, to sell such Preferred Shares Debt or interest in Preferred Shares such Debt to a purchaser selected by the Issuer that is not a Non-Permitted Holder on such terms as the Issuer may choose. The Issuer consent of any such Non-Permitted Holder to a conversion of the Class A-1L-2 Loans into Class A Notes, as set forth herein may retain an investment bank be deemed to act have been provided to any such conversion that is effective upon such sale upon the request of the applicable purchaser. The Issuer, or the Collateral Manager acting on behalf of the Issuer’s behalf or request , may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Preferred SharesDebt, and the Issuer will sell such Preferred Shares or interest Debt to the highest such bidder; provided that the Collateral Manager, its Affiliates and accounts, funds, clients or portfolios established and controlled by the Collateral Manager shall be entitled to bid in any such sale. However, the Issuer or the Collateral Manager may select a purchaser by any other means determined by it in its sole discretion. Each The Holder of Preferred Shareseach Note, the Non-Permitted Holder and each other Person in the chain of title from the Holder to the Non-Permitted Holder, by its acceptance of an interest in the applicable Preferred SharesDebt, agrees to cooperate with the Issuer Issuer, the Collateral Manager and the Preferred Share Paying Agent Collateral Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted Holder. The terms and conditions of any such sale under this subsection shall be determined in the sole discretion of the Issuer, and none of the Issuer, Preferred Share Registrar the Collateral Trustee or the Preferred Share Paying Agent Collateral Manager shall be liable to any Person having an interest in the Preferred Shares Debt sold as a result of any such sale or the exercise of such discretion. The consent of any such Holder to a conversion of the Class A-1L-2 Loans into Class A Notes, as set forth herein may be deemed to have been provided to any such conversion that is effective upon such sale upon the request of the applicable purchaser. (c) If any Person shall become the beneficial owner of an interest in any Debt who has made or is deemed to have made a prohibited transaction, Benefit Plan Investor or Other Plan Law representation required by Section 2.6 that is subsequently shown to be false or misleading (any such Person a “Non-Permitted ERISA Holder”), the Issuer (or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery that such Person is a Non-Permitted ERISA Holder by the Issuer or upon notice to the Issuer from the Collateral Trustee (if a Trust Officer of the Collateral Trustee has actual knowledge and who agrees to notify the Issuer upon obtaining actual knowledge), send notice to such Non-Permitted ERISA Holder demanding that such Non-Permitted ERISA Holder transfer all or any portion of the Debt held by such Person to a Person that is not a Non-Permitted ERISA Holder within ten (10) days after the date of such notice. If such Non-Permitted ERISA Holder fails to so transfer such Debt, the Issuer shall have the right, without further notice to the Non-Permitted ERISA Holder, to sell such Debt or interest in such Debt to a purchaser selected by the Issuer that is not a Non-Permitted ERISA Holder on such terms as the Issuer may choose. The Issuer may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Debt, and selling such Debt to the highest such bidder. Each holder of the Debt, the Non-Permitted ERISA Holder and each other Person in the chain of title from the Holder to the Non-Permitted ERISA Holder, by its acceptance of an interest in the Debt, agrees to cooperate with the Issuer and the Collateral Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted ERISA Holder. The terms and conditions of any sale under this sub-Section (c) shall be determined in the sole discretion of the Issuer, and none of the Issuer, the Collateral Trustee or the Collateral Manager shall be liable to any Person having an interest in the Debt sold as a result of any such sale or the exercise of such discretion.

Non-Permitted Holders. (a) Notwithstanding any other provision in this AgreementIfNotwithstanding anything to the contrary elsewhere herein, any transfer of a beneficial interest in Preferred Shares any Notes to a Non-Permitted Holder U.S. Person that is not a QIB/QP shall be null and void ab initio and any such purported transfer of which the Issuer or the Preferred Share Paying Agent Trustee shall have notice may be disregarded by the Issuer and the Preferred Share Paying Agent Trustee for all purposes at any time after either purposes. In addition, the acquisition of them learns that any Person is or has become Secured Notes by a Non-Permitted Holder under Section 2.12(a) shall be null and void ab initio. If (i) any U.S. Person that is not a QIB/QP shall become the Holder or beneficial owner of an interest in any Note (other than a Regulation S Global Note) or, (ii) any U.S. Pperson shall become the Holder of a Regulation S Global Note or (iii) any person that is not a Qualified Purchaser shall become the holder or beneficial owner of an interest in any Regulation S Global Note (any such Person a “Non-Permitted Holder”), the acquisition of Notes by such Holder shall be null and void ab initio. (b) If any Non-Permitted Holder becomes The Issuer (or the beneficial owner Collateral Manager on behalf of Preferred Shares, the Issuer Issuer) shall, promptly after discovery of any that such Person is a Non-Permitted Holder by the Issuer or the Preferred Share Paying Agent (and Trustee or upon notice by the Preferred Share Paying Agent to the IssuerIssuer from the Trustee (if a trust officer of the Trustee obtains actual knowledge, if in which case, the Preferred Share Paying Agent makes Trustee agrees to notify the Issuer of such discovery), send notice to such Non-Permitted Holder demanding that such Non-Permitted Holder transfer its Preferred Shares or interest in the Notes held by such Non-Permitted Holder to a Person that is not a Non-Permitted Holder within 30 days of after the date of such notice. If such Non-Permitted Holder fails to so transfer such Preferred Shares Notes, the Issuer or interest, the Collateral Manager acting for the Issuer shall have the right, without further notice to the Non-Permitted Holder, to sell such Preferred Shares Notes or interest in Preferred Shares such Notes to a purchaser selected by the Issuer that is not a Non-Permitted Holder on such terms as the Issuer may choose. The Issuer may retain an investment bank to act Issuer, or the Collateral Manager acting on behalf of the Issuer’s behalf or request , may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Preferred SharesNotes, and the Issuer will sell such Preferred Shares or interest Notes to the highest such bidder; provided that the Collateral Manager, its Affiliates and accounts, funds, clients or portfolios established and controlled by the Collateral Manager shall be entitled to bid in any such sale. However, the Issuer or the Collateral Manager may select a purchaser by any other means determined by it in its sole discretion. Each The Holder of Preferred Shareseach Note, the Non-Permitted Holder and each other Person in the chain of title from the Holder to the Non-Permitted Holder, by its acceptance of an interest in the applicable Preferred SharesNotes, agrees to cooperate with the Issuer Issuer, the Collateral Manager and the Preferred Share Paying Agent Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted Holder. The terms and conditions of any such sale under this subsection shall be determined in the sole discretion of the Issuer, and none of the Issuer, Preferred Share Registrar the Trustee or the Preferred Share Paying Agent Collateral Manager shall be liable to any Person having an interest in the Preferred Shares Notes sold as a result of any such sale or the exercise of such discretion. (c) If any Person shall become the beneficial owner of an interest in any Note who has made or is deemed to have made a prohibited transaction, Benefit Plan Investor or Other Plan Law representation required by Section 2.6 that is subsequently shown to be false or misleading (any such Person a “Non-Permitted ERISA Holder”), the Issuer (or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery that such Person is a Non-Permitted ERISA Holder by the Issuer or upon notice to the Issuer from the Trustee (if a Trust Officer of the Trustee has actual knowledge and who agrees to notify the Issuer upon obtaining actual knowledge), send notice to such Non-Permitted ERISA Holder demanding that such Non-Permitted ERISA Holder transfer all or any portion of the Notes held by such Person to a Person that is not a Non-Permitted ERISA Holder within 10 days after the date of such notice. If such Non-Permitted ERISA Holder fails to so transfer such Notes, the Issuer shall have the right, without further notice to the Non-Permitted ERISA Holder, to sell such Notes or interest in such Notes to a purchaser selected by the Issuer that is not a Non-Permitted ERISA Holder on such terms as the Issuer may choose. The Issuer may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Notes, and selling such Notes to the highest such bidder. The holder of each Note, the Non- Permitted ERISA Holder and each other Person in the chain of title from the Holder to the Non-Permitted ERISA Holder, by its acceptance of an interest in the Notes, agrees to cooperate with the Issuer and the Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted ERISA Holder. The terms and conditions of any sale under this sub-Section (c) shall be determined in the sole discretion of the Issuer, and none of the Issuers the Trustee or the Collateral Manager shall be liable to any Person having an interest in the Notes sold as a result of any such sale or the exercise of such discretion. (d) If (i) a Holder of a Note fails for any reason to comply with the Holder AML Obligations or such information or documentation is not accurate or complete or (ii) the Issuer otherwise reasonably determines that such Holder’s acquisition, holding or transfer of an interest in any Note would cause the Issuer to be unable to achieve AML Compliance, the Issuer (or any intermediary on the Issuer’s behalf) shall have the right to (x) compel the relevant Holder to sell its interest in such Note or (y) sell such interest on such Xxxxxx’s behalf. The Issuer shall not compel sales for failure to provide such other information or documentation as may be required under the Cayman AML Regulations unless the Issuer reasonably determines the Holder’s acquisition, holding or transfer of an interest in such Note would result in a materially adverse effect on the Issuer.

Non-Permitted Holders. (a) Notwithstanding any other provision in this Agreementanything to the contrary elsewhere herein, any transfer of a beneficial interest in Preferred Shares any Debt to a Non-Permitted Holder U.S. Person that is not a QIB/QP shall be null and void ab initio and any such purported transfer of which the Issuer or the Preferred Share Paying Agent Collateral Trustee shall have notice may be disregarded by the Issuer and the Preferred Share Paying Agent Collateral Trustee for all purposes at any time after either purposes. In addition, the acquisition of them learns that any Person is or has become Debt by a Non-Permitted HolderHolder under Section 2.12(b) shall be null and void ab initio. (b) If any U.S. Person that is not a QIB/QP shall become the Holder or beneficial owner of an interest in any Note (other than a Regulation S Global Note) or any U.S. Person shall become the Holder of a Regulation S Global Note that is not also a Qualified Purchaser (any such Person a “Non-Permitted Holder becomes the beneficial owner of Preferred SharesHolder”), the acquisition of Debt by such Holder shall be null and void ab initio. The Issuer (or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery of any that such Person is a Non-Permitted Holder by the Issuer or the Preferred Share Paying Agent (and Collateral Trustee or upon notice by the Preferred Share Paying Agent to the IssuerIssuer from the Collateral Trustee (if a trust officer of the Collateral Trustee obtains actual knowledge, if in which case, the Preferred Share Paying Agent makes Collateral Trustee agrees to notify the Issuer of such discovery), send notice to such Non-Permitted Holder demanding that such Non-Permitted Holder transfer its Preferred Shares or interest in the Debt held by such Non-Permitted Holder to a Person that is not a Non-Permitted Holder within 30 days of after the date of such notice. If such Non-Permitted Holder fails to so transfer such Preferred Shares Debt, the Issuer or interest, the Collateral Manager acting for the Issuer shall have the right, without further notice to the Non-Permitted Holder, to sell such Preferred Shares Debt or interest in Preferred Shares such Debt to a purchaser selected by the Issuer that is not a Non-Permitted Holder on such terms as the Issuer may choose. The Issuer may retain an investment bank to act Issuer, or the Collateral Manager acting on behalf of the Issuer’s behalf or request , may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Preferred SharesDebt, and the Issuer will sell such Preferred Shares or interest Debt to the highest such bidder; provided that the Collateral Manager, its Affiliates and accounts, funds, clients or portfolios established and controlled by the Collateral Manager shall be entitled to bid in any such sale. However, the Issuer or the Collateral Manager may select a purchaser by any other means determined by it in its sole discretion. Each The Holder of Preferred Shareseach Note, the Non-Permitted Holder and each other Person in the chain of title from the Holder to the Non-Permitted Holder, by its acceptance of an interest in the applicable Preferred SharesDebt, agrees to cooperate with the Issuer Issuer, the Collateral Manager and the Preferred Share Paying Agent Collateral Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted Holder. The terms and conditions of any such sale under this subsection shall be determined in the sole discretion of the Issuer, and none of the Issuer, Preferred Share Registrar the Collateral Trustee or the Preferred Share Paying Agent Collateral Manager shall be liable to any Person having an interest in the Preferred Shares Notes sold as a result of any such sale or the exercise of such discretion. (c) If any Person shall become the beneficial owner of an interest in any Note who has made or is deemed to have made a prohibited transaction, Benefit Plan Investor or Other Plan Law representation required by Section 2.6 that is subsequently shown to be false or misleading (any such Person a “Non-Permitted ERISA Holder”), the Issuer (or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery that such Person is a Non-Permitted ERISA Holder by the Issuer or upon notice to the Issuer from the Collateral Trustee (if a Trust Officer of the Collateral Trustee has actual knowledge and who agrees to notify the Issuer upon obtaining actual knowledge), send notice to such Non-Permitted ERISA Holder demanding that such Non-Permitted ERISA Holder transfer all or any portion of the Notes held by such Person to a Person that is not a Non-Permitted ERISA Holder within 10 days after the date of such notice. If such Non-Permitted ERISA Holder fails to so transfer such Notes, the Issuer shall have the right, without further notice to the Non-Permitted ERISA Holder, to sell such Notes or interest in such Notes to a purchaser selected by the Issuer that is not a Non-Permitted ERISA Holder on such terms as the Issuer may choose. The Issuer may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Notes, and selling such Notes to the highest such bidder. The holder of each Note, the Non-Permitted ERISA Holder and each other Person in the chain of title from the Holder to the Non-Permitted ERISA Holder, by its acceptance of an interest in the Notes, agrees to cooperate with the Issuer and the Collateral Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted ERISA Holder. The terms and conditions of any sale under this sub-Section (c) shall be determined in the sole discretion of the Issuer, and none of the Issuer, the Collateral Trustee or the Collateral Manager shall be liable to any Person having an interest in the Notes sold as a result of any such sale or the exercise of such discretion.

Non-Permitted Holders. (a) Notwithstanding any other provision in this Agreementanything to the contrary elsewhere herein, any transfer of a beneficial interest in Preferred Shares any Notes to a Non-Permitted Holder U.S. Person that is not a QIB/QP shall be null and void ab initio and any such purported transfer of which the Issuer or the Preferred Share Paying Agent Trustee shall have notice may be disregarded by the Issuer and the Preferred Share Paying Agent Trustee for all purposes at any time after either purposes. In addition, the acquisition of them learns that any Person is or has become Notes by a Non-Permitted HolderHolder under Section 2.12(b) shall be null and void ab initio. (b) If any U.S. Person that is not a QIB/QP shall become the Holder or beneficial owner of an interest in any Note (other than a Regulation S Global Note) or any U.S. Person shall become the Holder of a Regulation S Global Note that is not also a Qualified Purchaser (any such Person a "Non-Permitted Holder becomes the beneficial owner of Preferred SharesHolder"), the acquisition of Notes by such Holder shall be null and void ab initio. The Issuer (or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery of any that such Person is a Non-Permitted Holder by the Issuer or the Preferred Share Paying Agent (and Trustee or upon notice by the Preferred Share Paying Agent to the IssuerIssuer from the Trustee (if a trust officer of the Trustee obtains actual knowledge, if in which case, the Preferred Share Paying Agent makes Trustee agrees to notify the Issuer of such discovery), send notice to such Non-Permitted Holder demanding that such Non-Permitted Holder transfer its Preferred Shares or interest in the Notes held by such Non-Permitted Holder to a Person that is not a Non-Permitted Holder within 30 days of after the date of such notice. If such Non-Permitted Holder fails to so transfer such Preferred Shares Notes, the Issuer or interest, the Collateral Manager acting for the Issuer shall have the right, without further notice to the Non-Permitted Holder, to sell such Preferred Shares Notes or interest in Preferred Shares such Notes to a purchaser selected by the Issuer that is not a Non-Permitted Holder on such terms as the Issuer may choose. The Issuer may retain an investment bank to act Issuer, or the Collateral Manager acting on behalf of the Issuer’s behalf or request , may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Preferred SharesNotes, and the Issuer will sell such Preferred Shares or interest Notes to the highest such bidder; provided that the Collateral Manager, its Affiliates and accounts, funds, clients or portfolios established and controlled by the Collateral Manager shall be entitled to bid in any such sale. However, the Issuer or the Collateral Manager may select a purchaser by any other means determined by it in its sole discretion. Each The Holder of Preferred Shareseach Note, the Non-Permitted Holder and each other Person in the chain of title from the Holder to the Non-Permitted Holder, by its acceptance of an interest in the applicable Preferred SharesNotes, agrees to cooperate with the Issuer Issuer, the Collateral Manager and the Preferred Share Paying Agent Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted Holder. The terms and conditions of any such sale under this subsection shall be determined in the sole discretion of the Issuer, and none of the Issuer, Preferred Share Registrar the Trustee or the Preferred Share Paying Agent Collateral Manager shall be liable to any Person having an interest in the Preferred Shares Notes sold as a result of any such sale or the exercise of such discretion. (c) If any Person shall become the beneficial owner of an interest in any Note who has made or is deemed to have made a prohibited transaction, Benefit Plan Investor or Other Plan Law representation required by Section 2.6 that is subsequently shown to be false or misleading (any such Person a "Non-Permitted ERISA Holder"), the Issuer (or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery that such Person is a Non-Permitted ERISA Holder by the Issuer or upon notice to the Issuer from the Trustee (if a Trust Officer of the Trustee has actual knowledge and who agrees to notify the Issuer upon obtaining actual knowledge), send notice to such Non-Permitted ERISA Holder demanding that such Non-Permitted ERISA Holder transfer all or any portion of the Notes held by such Person to a Person that is not a Non-Permitted ERISA Holder within 10 days after the date of such notice. If such Non-Permitted ERISA Holder fails to so transfer such Notes, the Issuer shall have the right, without further notice to the Non-Permitted ERISA Holder, to sell such Notes or interest in such Notes to a purchaser selected by the Issuer that is not a Non-Permitted ERISA Holder on such terms as the Issuer may choose. The Issuer may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Notes, and selling such Notes to the highest such bidder. The holder of each Note, the Non-Permitted ERISA Holder and each other Person in the chain of title from the Holder to the Non-Permitted ERISA Holder, by its acceptance of an interest in the Notes, agrees to cooperate with the Issuer and the Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted ERISA Holder. The terms and conditions of any sale under this sub-Section (c) shall be determined in the sole discretion of the Issuer, and none of the Issuer, the Trustee or the Collateral Manager shall be liable to any Person having an interest in the Notes sold as a result of any such sale or the exercise of such discretion.

Non-Permitted Holders. (a) Notwithstanding any other provision in this Agreementanything to the contrary elsewhere herein, any transfer of a beneficial interest in Preferred Shares any Debt to a Non-Permitted Holder U.S. Person that is not a QIB/QP shall be null and void ab initio and any such purported transfer of which the Issuer or the Preferred Share Paying Agent Collateral Trustee shall have notice may be disregarded by the Issuer and the Preferred Share Paying Agent Collateral Trustee for all purposes at any time after either purposes. In addition, the acquisition of them learns that any Person is or has become Debt by a Non-Permitted HolderHolder under Section 2.12(b) shall be null and void ab initio. (b) If (i) any U.S. Person that is not a QIB/QP shall become the Holder or beneficial owner of an interest in any Note (other than a Regulation S Global Note), (ii) any U.S. Person shall become the Holder of a Regulation S Global Note or (iii) any person that is not a Qualified Purchaser shall become the holder or beneficial owner of an interest in any Regulation S Global Note (any such Person a “Non-Permitted Holder becomes the beneficial owner of Preferred SharesHolder”), the acquisition of Debt by such Holder shall be null and void ab initio. The Issuer (or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery of any that such Person is a Non-Permitted Holder by the Issuer or the Preferred Share Paying Agent (and Collateral Trustee or upon notice by the Preferred Share Paying Agent to the IssuerIssuer from the Collateral Trustee (if a trust officer of the Collateral Trustee obtains actual knowledge, if in which case, the Preferred Share Paying Agent makes Collateral Trustee agrees to notify the Issuer of such discovery), send notice to such Non-Permitted Holder demanding that such Non-Permitted Holder transfer its Preferred Shares or interest in the Debt held by such Non-Permitted Holder to a Person that is not a Non-Permitted Holder within 30 thirty (30) days of after the date of such notice. If such Non-Permitted Holder fails to so transfer such Preferred Shares Debt, the Issuer or interest, the Collateral Manager acting for the Issuer shall have the right, without further notice to the Non-Permitted Holder, to sell such Preferred Shares Debt or interest in Preferred Shares such Debt to a purchaser selected by the Issuer that is not a Non-Permitted Holder on such terms as the Issuer may choose. The Issuer may retain an investment bank to act Issuer, or the Collateral Manager acting on behalf of the Issuer’s behalf or request , may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Preferred SharesDebt, and the Issuer will sell such Preferred Shares or interest Debt to the highest such bidder; provided that the Collateral Manager, its Affiliates and accounts, funds, clients or portfolios established and controlled by the Collateral Manager shall be entitled to bid in any such sale. However, the Issuer or the Collateral Manager may select a purchaser by any other means determined by it in its sole discretion. Each The Holder of Preferred Shareseach Note, the Non-Permitted Holder and each other Person in the chain of title from the Holder to the Non-Permitted Holder, by its acceptance of an interest in the applicable Preferred SharesDebt, agrees to cooperate with the Issuer Issuer, the Collateral Manager and the Preferred Share Paying Agent Collateral Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted Holder. The terms and conditions of any such sale under this subsection shall be determined in the sole discretion of the Issuer, and none of the Issuer, Preferred Share Registrar the Collateral Trustee or the Preferred Share Paying Agent Collateral Manager shall be liable to any Person having an interest in the Preferred Shares Debt sold as a result of any such sale or the exercise of such discretion. (c) If any Person shall become the beneficial owner of an interest in any Debt who has made or is deemed to have made a prohibited transaction, Benefit Plan Investor or Other Plan Law representation required by Section 2.6 that is subsequently shown to be false or misleading (any such Person a “Non-Permitted ERISA Holder”), the Issuer (or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery that such Person is a Non-Permitted ERISA Holder by the Issuer or upon notice to the Issuer from the Collateral Trustee (if a Trust Officer of the Collateral Trustee has actual knowledge and who agrees to notify the Issuer upon obtaining actual knowledge), send notice to such Non-Permitted ERISA Holder demanding that such Non-Permitted ERISA Holder transfer all or any portion of the Debt held by such Person to a Person that is not a Non-Permitted ERISA Holder within ten (10) days after the date of such notice. If such Non-Permitted ERISA Holder fails to so transfer such Debt, the Issuer shall have the right, without further notice to the Non-Permitted ERISA Holder, to sell such Debt or interest in such Debt to a purchaser selected by the Issuer that is not a Non-Permitted ERISA Holder on such terms as the Issuer may choose. The Issuer may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Debt, and selling such Debt to the highest such bidder. The holder of each Note, the Non-Permitted ERISA Holder and each other Person in the chain of title from the Holder to the Non-Permitted ERISA Holder, by its acceptance of an interest in the Debt, agrees to cooperate with the Issuer and the Collateral Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted ERISA Holder. The terms and conditions of any sale under this sub-Section (c) shall be determined in the sole discretion of the Issuer, and none of the Issuer, the Collateral Trustee or the Collateral Manager shall be liable to any Person having an interest in the Debt sold as a result of any such sale or the exercise of such discretion.

Non-Permitted Holders. (a) Notwithstanding any other provision anything to the contrary elsewhere in this AgreementIndenture, any transfer of a beneficial interest in Preferred Shares any Note to a Non-Non- Permitted Holder shall be null and void ab initio and any such purported transfer of which the Issuer, the Co-Issuer or the Preferred Share Paying Agent Collateral Trustee shall have notice may be disregarded by the Issuer, the Co-Issuer and the Preferred Share Paying Agent Collateral Trustee for all purposes at any time after either of them learns that any Person is or has become a Non-Permitted Holderpurposes. (b) If any a Non-Permitted Holder becomes the a Holder or a beneficial owner of Preferred Sharesa Note, the acquisition of Notes by such holder shall be null and void ab initio. The Issuer (or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery of any that such person is a Non-Permitted Holder by the Issuer, the Co-Issuer or the Preferred Share Paying Agent Collateral Trustee (and notice by the Preferred Share Paying Agent Collateral Trustee (if a Trust Officer of the Collateral Trustee obtains actual knowledge) or the Co-Issuer to the Issuer, if the Preferred Share Paying Agent either of them makes the discovery), send notice to such Non-Permitted Holder demanding that such Non-Permitted Holder transfer its Preferred Shares or interest in the Notes held by such person to a Person that is not a Non-Permitted Holder within 30 days of after the date of such notice. If such Non-Permitted Holder fails to so transfer such Preferred Shares Notes, the Issuer or interest, the Collateral Manager acting for the Issuer shall have the right, without further notice to the Non-Permitted Holder, to sell such Preferred Shares Notes or interest in Preferred Shares such Notes to a purchaser selected by the Issuer that is not a Non-Permitted Holder on such terms as the Issuer may choose. The Issuer may retain an investment bank to act Issuer, or the Collateral Manager acting on behalf of the Issuer’s behalf or request , may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Preferred Shares, Notes and the Issuer will sell such Preferred Shares or interest Notes to the highest such bidder; provided that the Collateral Manager, its affiliates and accounts, funds, clients or portfolios established and controlled by the Collateral Manager shall be entitled to bid in any such sale. However, the Issuer or the Collateral Manager may select a purchaser by any other means determined by it in its sole discretion. Each The Holder and beneficial owner of Preferred Shareseach Note, the Non-Permitted Holder and each other Person in the chain of title from the Holder and beneficial owner to the Non-Permitted Holder, by its acceptance of an interest in the applicable Preferred SharesNotes, agrees to cooperate with the Issuer Issuer, the Collateral Manager and the Preferred Share Paying Agent Collateral Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted Holder. The terms and conditions of any sale under this subsection shall be determined in the sole discretion of the Issuer, and none of the Issuer, Preferred Share Registrar the Co-Issuer, the Collateral Trustee or the Preferred Share Paying Agent Collateral Manager shall be liable to any Person having an interest in the Preferred Shares Notes sold as a result of any such sale or the exercise of such discretion. (c) If a Holder or beneficial owner of Notes fails to provide the Issuer, the Collateral Trustee or any other agent of the Issuer with any correct, complete and accurate information or certifications that may be required for the Issuer to comply with FATCA and the Bermuda FATCA Legislation and to prevent the imposition of U.S. federal withholding tax under FATCA on payments to or for the benefit of the Issuer, or such Holder's or beneficial owner's of Notes ownership of any Notes would otherwise cause the Issuer to be subject to tax under FATCA, the Issuer is authorized to withhold amounts otherwise distributable to such Holder or beneficial owner of Notes, to compel such Holder or beneficial owner of Notes to sell its Notes, and, if such Holder or beneficial owner of Notes does not sell its Notes within 10 business days after notice from the Issuer (or an agent of the Issuer), to sell such Holder's (or beneficial owner's of Notes) Notes on behalf of such Holder or beneficial owner of Notes. (d) Notwithstanding anything to the contrary elsewhere in this Indenture, any transfer of a beneficial interest in any Note to a Person who has made an ERISA-related representation required by Section 2.5 (Registration, Registration of Transfer and Exchange) that is subsequently shown to be false or misleading shall be null and void ab initio and any such purported transfer of which the Issuer, the Co-Issuer or the Collateral Trustee shall have notice may be disregarded by the Issuer, the Co-Issuer and the Collateral Trustee for all purposes. (e) If any Person shall become the Holder or beneficial owner of an interest in any Note who has made or is deemed to have made a prohibited transaction, Benefit Plan Investor, Controlling Person, Similar Law or Other Plan Law representation required by Section 2.5 (Registration, Registration of Transfer and Exchange) that is subsequently shown to be false or misleading or, with respect to ERISA Restricted Notes, a Person whose ownership results in 25% or more of the total value of any Class of ERISA Restricted Notes being held by Benefit Plan Investors, as determined in accordance with the Plan Asset Regulation and the Indenture, (any such person a "Non-Permitted ERISA Holder"), the Issuer (or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery that such person is a Non-Permitted ERISA Holder by the Issuer (or upon notice from the Collateral Trustee (if a Trust Officer of the Collateral Trustee obtains actual knowledge) or the Co-Issuer to the Issuer, if either of them makes the discovery and who, in each case, agree to notify the Issuer of such discovery), send notice to such Non-Permitted ERISA Holder demanding that such Non-Permitted ERISA Holder transfer all or any portion of the Notes held by such Person or its interest in such Notes to a Person that is not a Non-Permitted ERISA Holder within 10 days after the date of such notice. If such Non-Permitted ERISA Holder fails to so transfer such Notes the Issuer shall have the right, without further notice to the Non-Permitted ERISA Holder, to sell such Notes or interest in such Notes, as applicable, to a purchaser selected by the Issuer that is not a Non-Permitted ERISA Holder on such terms as the Issuer may choose. The Issuer may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Notes and sell such Notes to the highest such bidder. However, the Issuer may select the purchaser by any method it determines in its sole discretion. The Holder of each Note, the Non-Permitted ERISA Holder and each other Person in the chain of title from the Holder to the Non-Permitted ERISA Holder, by its acceptance of an interest in the Notes agrees to cooperate with the Issuer and the Collateral Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted ERISA Holder. The terms and conditions of any sale under this subsection shall be determined in the sole discretion of the Issuer, and none of the Issuer, the Co-Issuer, the Collateral Trustee or the Collateral Manager shall be liable to any Person having an interest in the Notes sold as a result of any such sale or the exercise of such discretion.

Non-Permitted Holders. (a) Notwithstanding any other provision in this Agreementanything to the contrary elsewhere herein, any transfer of a beneficial interest in Preferred Shares any NoteNotes to a Non-Permitted Holder U.S. personPerson that is not a QIB/QP shall be null and void ab initio and any such purported transfer of which the Issuer or the Preferred Share Paying Agent Collateral Trustee shall have notice may be disregarded by the Issuer and the Preferred Share Paying Agent Collateral Trustee for all purposes at any time after either purposes. In addition, the acquisition of them learns that any Person is or has become Notes by a Non-Permitted HolderHolder under Section 2.12(b) shall be null and void ab initio. (b) If (i) any U.S. personPerson that is not a QIB/QP shall become the Holder or beneficial owner of an interest in any Note (other than a Regulation S Global Note) or, (ii) any U.S. Personperson shall become the Holder of a Regulation S Global Note or (iii) any person that is not a Qualified Purchaser shall become the holder or beneficial owner of an interest in any Regulation S Global Note (any such Person a ““Non-Permitted Holder becomes the beneficial owner of Preferred SharesHolder””), the acquisition of Notes by such Holder shall be null and void ab initio. The Issuer (or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery of any that such Person is a Non-Permitted Holder by the Issuer or the Preferred Share Paying Agent (and Collateral Trustee or upon notice by the Preferred Share Paying Agent to the IssuerIssuer from the Collateral Trustee (if a trust officer of the Collateral Trustee obtains actual knowledge, if in which case, the Preferred Share Paying Agent makes Collateral Trustee agrees to notify the Issuer of such discovery), send notice to such Non-Permitted Holder demanding that such Non-Permitted Holder transfer its Preferred Shares or interest in the Notes held by such Non-Permitted Holder to a Person that is not a Non-Permitted Holder within 30 days of after the date of such notice. If such Non-Permitted Holder fails to so transfer such Preferred Shares Notes, the Issuer or interest, the Collateral Manager acting for the Issuer shall have the right, without further notice to the Non-Permitted Holder, to sell such Preferred Shares Notes or interest in Preferred Shares such Notes to a purchaser selected by the Issuer that is not a Non-Permitted Holder on such terms as the Issuer may choose. The Issuer may retain an investment bank to act Issuer, or the Collateral Manager acting on behalf of the Issuer’s behalf or request , may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Preferred SharesNotes, and the Issuer will sell such Preferred Shares or interest Notes to the highest such bidder; provided that the Collateral Manager, its Affiliates and accounts, funds, clients or portfolios established and controlled by the Collateral Manager shall be entitled to bid in any such sale. However, the Issuer or the Collateral Manager may select a purchaser by any other means determined by it in its sole discretion. Each The Holder of Preferred Shareseach Note, the Non-Permitted Holder and each other Person in the chain of title from the Holder to the Non-Permitted Holder, by its acceptance of an interest in the applicable Preferred SharesNotes, agrees to cooperate with the Issuer Issuer, the Collateral Manager and the Preferred Share Paying Agent Collateral Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to the Non-Permitted Holder. The terms and conditions of any such sale under this subsection shall be determined in the sole discretion of the Issuer, and none of the Issuer, Preferred Share Registrar the Collateral Trustee or the Preferred Share Paying Agent Collateral Manager shall be liable to any Person having an interest in the Preferred Shares Notes sold as a result of any such sale or the exercise of such discretion.