Common use of Qualified Purchaser Status Clause in Contracts

Qualified Purchaser Status. The Lender represents and warrants that it is a “qualified purchaser” as defined in Section 2(a)(51) of the Investment Company Act and Rule 2a51-1 promulgated thereunder, and has checked the box or boxes below that are next to the categories under which the Lender qualifies as a qualified purchaser. In order to complete the following information, the Lender must read Annex A-1 and A-2 attached hereto for the definition of “investments” and for information regarding the “valuation of investments,” respectively: (a) A natural person (including any person who holds a joint, community property or other similar shared ownership interest in the Company with that person’s qualified purchaser spouse) who owns not less than US$5,000,000 in “investments.” (b) A company, partnership or trust that owns not less than US$5,000,000 in “investments” and that is owned directly or indirectly by or for two or more natural persons who are related as siblings or spouse (including former spouses), direct lineal descendants by birth or adoption, spouses of such persons, estates of such persons, or foundations, charitable organizations or trusts established by or for the benefit of such persons (a “Family Company”). (c) A person or entity, acting for its own account or the accounts of other qualified purchasers, that in the aggregate owns and invests on a discretionary basis not less than US$25,000,000 in “investments.” (d) A trust that is not covered by (b) above as to which the trustee or other person authorized to make decisions with respect to the trust, and each settlor or other person who has contributed assets to the trust, is a person described in clause (a), (b), or (c) above. (e) A “qualified institutional buyer” (as defined in paragraph (a) of Rule 144A under the Securities Act), acting for its own account, the account of another qualified institutional buyer, or the account of a qualified purchaser; provided, that (i) a dealer described in paragraph (a)(1)(ii) of Rule 144A under the Securities Act shall own and invest on a discretionary basis at least US$25,000,000 in securities of issuers that are not affiliated persons of the dealer; and (ii) a plan referred to in paragraph (a)(1)(i)(D) or (a)(1)(i)(E) of Rule 144A under the Securities Act, or a trust Company referred to in paragraph (a)(1)(i)(F) of Rule 144A under the Securities Act that holds the assets of such a plan, will not be deemed to be acting for its own account if investment decisions with respect to the plan are made by the beneficiaries of the plan, except with respect to investment decisions made solely by the fiduciary, trustee, or sponsor of such plan. (f) A company, limited liability company, partnership or trust, each beneficial owner of the securities of which is a qualified purchaser described above.

Qualified Purchaser Status. The Lender represents and warrants that it is I am a “qualified purchaser” as defined in Section 2(a)(51section 2(a)(51)(a) of the Investment Company Act and Rule 2a51-1 promulgated thereunder1940 Act, and has checked based on the box or boxes below fact that are next (check any that apply – not required to the categories under which the Lender qualifies as invest): ☐ I am a qualified purchaser. In order to complete the following information, the Lender must read Annex A-1 and A-2 attached hereto for the definition of “investments” and for information regarding the “valuation of investments,” respectively: (a) A natural person (including any a person who holds a joint, community property or other similar shared ownership interest in the Company Fund with that person’s my qualified purchaser spouse) who owns not less than US$5,000,000 $5 million in “investments.” ” ☐ I am an entity (a) whose “investment” in the Fund does not constitute more than forty percent (40%) of my committed capital or total assets, (b) A companythat has not been formed, partnership or trust that owns not less than US$5,000,000 in “investments” and that is owned directly or indirectly by or for two or more natural persons who are related as siblings or spouse (including former spouses)organized, direct lineal descendants by birth or adoptionreorganized, spouses of such persons, estates of such personscapitalized, or foundations, charitable organizations or trusts established by or recapitalized for the benefit specific purpose of such persons (a “Family Company”). acquiring an interest in the Fund, (c) A person that either (i) is not an entity that would be required to register as an investment company under the 1940 Act but for reliance on an exemption pursuant to Section 3(c)(l) or entity3(c)(7) thereof or (ii) was formed after April 30, 1996; and (check one): ☐ is acting for its own account or the accounts of other qualified purchasers, Qualified Purchasers; AND that in the aggregate owns and and/or invests on a discretionary basis not less than US$$25,000,000 in “investments.” ☐ that owns not less than $5,000,000 in “investments” ; AND that is, or is directly or indirectly owned entirely by or for, a “family company.” ☐ that is a trust (d) A other than a trust that is not covered by (b“family company” as provided above) above as to for which the trustee or other person authorized to make decisions with respect to investment in the trust, and Fund is directed by a Qualified Purchaser AND in which each settlor or other person who has contributed assets to the trust, is a person described in clause (a), (b), or (c) above. (e) A Qualified Purchaser. ☐ I am a “qualified institutional buyer” (as defined in paragraph (a) of Rule 144A under the Securities Act), acting for its own account, the account of another qualified institutional buyer, or the account of a qualified purchaser; provided, that provided (i) that a dealer described in paragraph (a)(1)(ii) of Rule 144A under the Securities Act shall will own and invest on a discretionary basis at least US$25,000,000 U.S. $25 million in securities of issuers that are not affiliated persons of the dealer; and (ii) that a plan referred to in paragraph (a)(1)(i)(D) or (a)(1)(i)(E) of Rule 144A under the Securities Act144A, or a trust Company fund referred to in paragraph (a)(1)(i)(F) of Rule 144A under the Securities Act that holds the assets of such a plan, will not be deemed to be acting for its own account if investment decisions with respect to the plan are made by the beneficiaries of the plan, except with respect to investment decisions made solely by the fiduciary, trustee, trustee or sponsor of such the plan. . ☐ I am an entity (fother than an entity formed prior to April 30, 1996 that would be required to register as an investment company under the 1940 Act but for an exemption under Section 3(c)(1) A company, limited liability company, partnership or trust3(c)(7) thereunder), each beneficial owner of the securities of which is a qualified purchaser described taking into account the need to look through certain entities under applicable law. (If you have checked the box only, please have each equity owner fill out fill out this Qualified Purchaser Status section of this Investor Questionnaire). ☐ I am none of the above.. (you are still eligible to invest if you are accredited)

Qualified Purchaser Status. The Lender represents and warrants that it Subscriber is a “qualified purchaserQualified Purchaser” as defined in Section 2(a)(51) within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”) and/or the rules promulgated thereunder and Rule 2a51-1 promulgated thereunder, and has checked the box or boxes below that are next to the categories under which the Lender qualifies as a qualified purchaser. In order to complete meets each of the following information, the Lender must read Annex A-1 and A-2 attached hereto for the definition of “investments” and for information regarding the “valuation of investments,” respectively:Qualified Purchaser categories marked below (please mxxx each category that applies): (a) A a natural person (including any person who holds a joint, community property property, or other similar shared ownership interest in an issuer that is excepted under Section 3(c)(7) of the Investment Company Act with that person’s qualified purchaser Qualified Purchaser spouse) who owns not less than US$US $5,000,000 in “investments.”investments”1; (b) A company, partnership a company that was not formed or trust recapitalized for the specific purpose of making an investment in the Company that owns not less than US$US $5,000,000 in “investments” investments and that is owned directly or indirectly by or for two or more natural persons who are related as siblings or spouse (including former spouses), or direct lineal descendants by birth or adoption, spouses of such persons, the estates of such persons, or foundations, charitable organizations organizations, or trusts established by or for the benefit of such persons (a “Family Company”).persons; (c) A person or entity, acting for its own account or the accounts of other qualified purchasers, that in the aggregate owns and invests on a discretionary basis not less than US$25,000,000 in “investments.” (d) A trust that is not covered by clause (b) above to this Questionnaire and that was not formed or recapitalized for the specific purpose of making an investment in the Company, as to which the trustee or other person authorized to make decisions with respect to the trust, and each settlor or other person who has contributed assets to the trust, is a person described in clause (a) or (b) above; (d) a person or entity acting for its own account or the accounts of other Qualified Purchasers, who in the aggregate owns and invests on a discretionary basis, not less than US $25,000,000 in “investments”; (e) any entity in which each of the beneficial owners of its securities is a person described in clause (a), (b), (c) or (cd) above. (ef) A “a qualified institutional buyer” (buyer as defined in paragraph (a) of Rule 144A Section 230.144A(a) under the Securities ActCode of Federal Regulations (“CFR”), acting for its own account, the account of another qualified institutional buyer, buyer or the account of a qualified purchaser; providedQualified Purchaser, that provided that: (i) a dealer described in paragraph (a)(1)(ii) of Rule 144A under Section 230.144A of the Securities Act shall CFR must own and invest on a discretionary basis at least US$US $25,000,000 in securities of issuers that are not affiliated persons of the dealer; and (ii) a plan referred to in paragraph (a)(1)(i)(D) or (a)(1)(i)(E) of Rule 144A under Section 230.144A of the Securities ActCFR, or a trust Company fund referred to in paragraph (a)(1)(i)(F) of Rule 144A under Section 230.144A of the Securities Act CFR that holds the assets of such a plan, will not be deemed to be acting for its own account if investment decisions with respect to the plan are made by the beneficiaries of the plan, except with respect to investment decisions made solely by the fiduciary, trustee, trustee or sponsor of such plan. 1 For the definition of “investments,” see Rule 2a51 1 promulgated under the Investment Company Act. (f) A company, limited liability company, partnership or trust, each beneficial owner of the securities of which is a qualified purchaser described above.