Common use of Non-Permitted Holders Clause in Contracts

Non-Permitted Holders. (a) Notwithstanding anything to the contrary elsewhere herein, (x) any transfer of a beneficial interest in any Secured Note to a U.S. person that is not a QIB/QP (other than a U.S. person that is (i) 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) with respect to Certificated Secured Notes, an Accredited Investor that is also a Knowledgeable Employee with respect to the Issuer or the Collateral Manager (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 affiliated with the Collateral Manager and/or a Knowledgeable Employee with respect to the Issuer or the Collateral Manager)) and (y) any transfer of a beneficial interest in any Subordinated Note to a U.S. person that is not a Qualified Institutional Buyer, an Institutional Accredited Investor or an Accredited Investor that is also (i) a Knowledgeable Employee with respect to the Issuer or the Collateral Manager, (ii) a Qualified Purchaser or (iii) a corporation, partnership, limited liability company or other entity (other than a trust), each shareholder, partner, member or other equity owner of which is either a Qualified Purchaser affiliated with the Collateral Manager and/or a Knowledgeable Employee with respect to the Issuer or Collateral Manager 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.

Non-Permitted Holders. (a) Notwithstanding anything to the contrary elsewhere herein, (x) any transfer of a beneficial interest in any Secured Note Notes to (i) a U.S. person that is not a QIB/QP (other than than, solely in the case of Notes issued as Certificated Notes, a U.S. person that is (i) 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) with respect to Certificated Secured and solely in the case of the Subordinated Notes, an other Accredited Investor Investors that is also a are Knowledgeable Employee Employees with respect to the Issuer), (ii) a non-U.S. person that is not a Qualified Purchaser or (iii) in the case of the Subordinated Notes, a person not treated as a “United States person” as defined in section 7701(a)(30) of the Code, shall in either case be null and void and any such purported transfer of which the Issuer or the Collateral Manager Trustee shall have notice may be disregarded by the Issuer and the Trustee for all purposes. In addition, the acquisition of Notes by a Non-Permitted Holder 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 (x) 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), each shareholder, partner, member or other equity owner of which is a Qualified Purchaser affiliated with Purchaser) and (y) solely in the Collateral Manager and/or case of Subordinated Notes, a U.S. person that is an Accredited Investor that is also a Knowledgeable Employee with respect to the Issuer Issuer) or the Collateral Manager)(ii) and (y) any transfer of a beneficial interest in any Subordinated Note to a non- U.S. person that is not a Qualified Institutional BuyerPurchaser shall, in either case, become the holder or beneficial owner of an Institutional Accredited Investor interest in any Notes (any such Person a “Non-Permitted Holder”), the acquisition of such Notes by such holder shall be null and void ab initio. The Issuer (or an Accredited Investor the Collateral Manager acting on behalf of the Issuer) shall, promptly after discovery that such Person is a Non-Permitted Holder by the Issuer or the Trustee (or upon notice to the Issuer from the Trustee if a Trust Officer of the Trustee obtains actual knowledge), send notice to such Non-Permitted Holder demanding that such Non-Permitted Holder transfer its interest in the Notes held by such Non-Permitted Holder to a Person that is also (i) not a Knowledgeable Employee with respect Non-Permitted Holder within 30 days after the date of such notice. If such Non-Permitted Holder fails to so transfer such Notes, the Issuer or the Collateral ManagerManager acting for the Issuer shall have the right, (ii) without further notice to the Non-Permitted Holder, to sell such Notes or interest in such Notes to a Qualified Purchaser purchaser selected by the Issuer that is not a Non- Permitted Holder on such terms as the Issuer may choose. The Issuer, or (iii) a corporation, partnership, limited liability company or other entity (other than a trust), each shareholder, partner, member or other equity owner of which is either a Qualified Purchaser affiliated with the Collateral Manager and/or a Knowledgeable Employee with respect to acting on behalf of the Issuer Issuer, may, but is not required to, select the purchaser by soliciting one or Collateral Manager shall be null and void and any such purported transfer of which the Issuer more bids from one or the Trustee shall have notice may be disregarded by the Issuer and the Trustee for all purposes.more brokers or other market professionals that regularly deal in securities

Non-Permitted Holders. (a) Notwithstanding anything to the contrary elsewhere herein, (x) any transfer of a beneficial interest in any Secured Note Notes to (i) a U.S. person that is not a QIB/QP (other than than, solely in the case of Notes issued as Certificated Notes, a U.S. person that is (i) 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) with respect to Certificated Secured and solely in the case of the Subordinated Notes, an other Accredited Investor Investors that is also a are Knowledgeable Employee Employees with respect to the Issuer), (ii) a non-U.S. person that is not a Qualified Purchaser or (iii) in the case of the Subordinated Notes, a person not treated as a “United States person” as defined in section 7701(a)(30) of the Code, shall in either case be null and void and any such purported transfer of which the Issuer or the Collateral Manager Trustee shall have notice may be disregarded by the Issuer and the Trustee for all purposes. In addition, the acquisition of Notes by a Non-Permitted Holder 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 (x) 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), each shareholder, partner, member or other equity owner of which is a Qualified Purchaser affiliated with Purchaser) and (y) solely in the Collateral Manager and/or case of Subordinated Notes, a U.S. person that is an Accredited Investor that is also a Knowledgeable Employee with respect to the Issuer Issuer) or the Collateral Manager)(ii) and (y) any transfer of a beneficial interest in any Subordinated Note to a non- U.S. person that is not a Qualified Institutional BuyerPurchaser shall, in either case, become the Holder or beneficial owner of an Institutional Accredited Investor interest in any Notes (any such Person a “Non-Permitted Holder”), the acquisition of such Notes by such Holder shall be null and void ab initio. The Issuer (or an Accredited Investor the Collateral Manager acting on behalf of the Issuer) shall, promptly after discovery that such Person is a Non-Permitted Holder by the Issuer or the Trustee (or upon notice to the Issuer from the Trustee if a Trust Officer of the Trustee obtains actual knowledge), send notice to such Non-Permitted Holder demanding that such Non-Permitted Holder transfer its interest in the Notes held by such Non-Permitted Holder to a Person that is also (i) not a Knowledgeable Employee with respect Non-Permitted Holder within 30 days after the date of such notice. If such Non-Permitted Holder fails to so transfer such Notes, the Issuer or the Collateral ManagerManager acting for the Issuer shall have the right, (ii) without further notice to the Non-Permitted Holder, to sell such Notes or interest in such Notes to a Qualified Purchaser purchaser selected by the Issuer that is not a Non- Permitted Holder on such terms as the Issuer may choose. The Issuer, or (iii) a corporation, partnership, limited liability company or other entity (other than a trust), each shareholder, partner, member or other equity owner of which is either a Qualified Purchaser affiliated with the Collateral Manager and/or a Knowledgeable Employee with respect acting on behalf of the Issuer, 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 Issuer Notes and selling such 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 null and void and entitled to bid in any such purported transfer of which sale. However, the Issuer or the Trustee shall have notice Collateral Manager may be disregarded select a purchaser by any other means determined by it in its sole discretion. The Holder of each Note, the Issuer 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 Notes, agrees to cooperate with the Issuer, the Collateral Manager and the Trustee for all purposes.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

Non-Permitted Holders. (a) Notwithstanding anything to the contrary elsewhere herein, (x) any transfer of a beneficial interest in any Secured Note to a U.S. person that is not a QIB/QP (other than a U.S. person that is (i) 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) with respect to Certificated Secured Notes, an Accredited Investor that is also a Knowledgeable Employee with respect to the Issuer or the Collateral Manager (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 affiliated with the Collateral Manager and/or a Knowledgeable Employee with respect to the Issuer or the Collateral Manager)) Manager and (y) any transfer of a beneficial interest in any Subordinated Note to a U.S. person that is not a Qualified Institutional Buyer, an Institutional Accredited Investor or an Accredited Investor that is also (i) a Knowledgeable Employee with respect to the Issuer or the Collateral Manager, (ii) a Qualified Purchaser or (iii) a corporation, partnership, limited liability company or other entity (other than a trust), each shareholder, partner, member or other equity owner of which is either a Qualified Purchaser affiliated with the Collateral Manager and/or a Knowledgeable Employee with respect to the Issuer or Collateral Manager 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.

Non-Permitted Holders. (a) Notwithstanding anything to the contrary elsewhere hereinin this Indenture, (x) any transfer of a beneficial interest in any Secured Note to (i) a U.S. person that is not a QIB/QP (other than a U.S. person that is (i) 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) with respect to Certificated Secured Notes, an Accredited Investor a non-U.S. person that is also not purchasing such beneficial interest in an offshore transaction in reliance on Regulation S under the Securities Act or that is not a Knowledgeable Employee with respect to the Issuer or the Collateral Manager 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 affiliated with Purchaser), and in each case, that does not have an exemption available under the Collateral Manager and/or a Knowledgeable Employee with respect to Securities Act and the Issuer or the Collateral Manager)) Investment Company Act and (y) any transfer of a beneficial interest in any Subordinated Note to a U.S. person that is not a Qualified Institutional Buyer, an Institutional Accredited Investor Purchaser (or an Accredited Investor that is also (i) a Knowledgeable Employee with respect to the Issuer or the Collateral Manager, (ii) a Qualified Purchaser or (iii) a corporation, partnership, limited liability company or other entity (other than a trust), each shareholder, partner, member or other equity owner of which is either a Qualified Purchaser affiliated with Purchaser) and also (i) a Qualified Institutional Buyer or (ii) an Organizing Entity that is either (A) an Institutional Accredited Investor or (B) a non-U.S. person purchasing such beneficial interest in an offshore transaction in reliance on Regulation S under the Collateral Manager and/or a Knowledgeable Employee with respect to Securities Act, and in each case, that does not have an exemption available under the Issuer or Collateral Manager Securities Act and the Investment Company Act 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.