Common use of Compelled Disposition Clause in Contracts

Compelled Disposition. The Investor acknowledges and agrees that: (1) any purchase or transfer of a beneficial interest in a Subject Note to a Person who cannot satisfy or violates the representation in clause (i) above (any such Person, a Non-Permitted ERISA Holder) 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, the Trustee and the Note Registrar for all purposes; (2) if any Non-Permitted ERISA Holder shall become the beneficial owner of an interest in any Subject Note, the Issuer shall, promptly after discovery by the Issuer that such Person is a Non-Permitted ERISA Holder or upon notice from the Trustee (if a Trust Officer of the Trustee obtains actual knowledge), if the Trustee 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 Subject Notes held by such Person to a Person that is not a Non-Permitted ERISA Holder (and that is otherwise eligible to hold such Subject Notes or an interest therein) within 20 days after the date of such notice. If such Non-Permitted ERISA Holder fails to so transfer such Subject Notes, the Issuer or the Collateral Manager acting for the Issuer shall have the right, without further notice to the Non-Permitted ERISA Holder, to sell such Subject Notes or interest in such Subject Notes to a purchaser selected by the Issuer that is not a Non-Permitted ERISA Holder (and that is otherwise eligible to hold such Subject Notes or an interest therein) on such terms as the Issuer may choose; (3) the Issuer, or the Collateral Manager acting on behalf of 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 Subject Notes and sell such Subject 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 or any of its Affiliates shall be entitled to bid in any such sale (to the extent any such entity is not a Non-Permitted ERISA Holder). However, the Issuer or the Collateral Manager may select a purchaser by any other means determined by it in its sole discretion; (4) by its acceptance of an interest in the Subject Notes, the Investor agrees to cooperate with the Issuer to effect such transfers; (5) the proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to us; and (6) the terms and conditions of any sale under this sub-section shall be determined in the sole discretion of the Issuer, and the Issuer shall not be liable to us as a result of any such sale or the exercise of such discretion.

Compelled Disposition. The Investor acknowledges and agrees that: (1) any purchase or transfer of a beneficial interest in a Subject Note to a Person who cannot satisfy is a Benefit Plan Investor or violates acting on behalf of or using the representation in clause (i) above assets of any Benefit Plan Investor to acquire such Subject Note (any such Person, a Non-Permitted ERISA Holder) 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, the Trustee and the Note Registrar for all purposes; (2) if any Non-Permitted ERISA Holder shall become the beneficial owner of an interest in any Subject Note, the Issuer shall, promptly after discovery by the Issuer 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), if the Trustee 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 Subject Notes held by such Person to a Person that is not a Non-Permitted ERISA Holder (and that is otherwise eligible to hold such Subject Notes or an interest therein) within 20 days after the date of such notice. If such Non-Permitted ERISA Holder fails to so transfer such Subject Notes, Notes the Issuer or the Collateral Manager acting for the Issuer shall have the right, without further notice to the Non-Permitted ERISA Holder, to sell such Subject Notes or interest in such Subject Notes to a purchaser selected by the Issuer that is not a Non-Permitted ERISA Holder (and that is otherwise eligible to hold such Subject Notes or an interest therein) on such terms as the Issuer may choose; (3) the Issuer, or the Collateral Manager acting on behalf of 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 Subject Notes and sell such Subject 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 or any of its Affiliates shall be entitled to bid in any such sale (to the extent any such entity is not a Non-Permitted ERISA Holder). However, the Issuer or the Collateral Manager may select a purchaser by any other means determined by it in its sole discretion; (4) by its acceptance of an interest in the Subject Notes, the Investor agrees to cooperate with the Issuer to effect such transfers; (5) the proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to us; and (6) the terms and conditions of any sale under this sub-section shall be determined in the sole discretion of the Issuer, and the Issuer shall not be liable to us as a result of any such sale or the exercise of such discretion.

Compelled Disposition. The Investor acknowledges and agrees that: (1) any purchase or transfer of a beneficial interest in a Subject Note to a Person who cannot satisfy or violates the representation in clause (i) above if any representation that the Investor made hereunder is subsequently shown to be false or misleading or its beneficial ownership otherwise causes a violation of the 25% Limitation (in any such Person, case the Investor becomes a Non-Permitted ERISA Holder) shall be null and void and any such purported transfer of which ), the Issuer or and/or the Trustee shall have notice may be disregarded by the Issuer, the Trustee and the Note Registrar for all purposes; (2) if any NonCo-Permitted ERISA Holder shall become the beneficial owner of an interest in any Subject Note, the Issuer shall, promptly after discovery by the Issuer that such Person person is a Non-Permitted ERISA Holder by the Issuer, the Co-Issuer or upon notice from the Trustee (and notice to the Issuer or the Co-Issuer, as applicable, by the Trustee if a Trust Officer of the Trustee obtains actual knowledge), knowledge or by the Issuer or the Co-Issuer if the Trustee 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 its interest in the Subject Notes held by such Person person to a Person that is not a Non-Permitted ERISA Holder (and that is otherwise eligible to hold such Subject Notes or an interest therein) within 20 10 days after of the date of such notice. If such Non-Permitted ERISA Holder ; (ii) if the Investor fails to so transfer such Subject Notesits Subscribed Securities, the Issuer or the Collateral Manager acting for the Issuer shall have the right, without further notice to the Non-Permitted ERISA HolderInvestor, to sell such Subject Notes its Subscribed Securities or its interest in such Subject Notes the Subscribed Securities, to a purchaser selected by the Issuer that is not a Non-Permitted ERISA Holder (and that is otherwise eligible to hold such Subject Notes or an interest therein) on such terms as the Issuer may choose; (3iii) the Issuer, or the Collateral Manager acting on behalf of the Issuer, 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 Subject Notes Subscribed Securities and sell selling such Subject Notes securities 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 or any of its Affiliates shall be entitled to bid in any such sale (to the extent any such entity is not a Non-Permitted ERISA Holder). However, the Issuer or the Collateral Manager may select a purchaser by any other means determined by it in its sole discretion; (4iv) by its the Investor’s acceptance of an interest in the Subject NotesSubscribed Securities, the Investor agrees to cooperate with the Issuer and the Trustee to effect such transfers; (5v) the proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to usthe Investor; and (6vi) 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 Issuer, the Co-Issuer, the Trustee or the Collateral Manager shall not be liable to us the Investor as a result of any such sale or the exercise of such discretion.

Compelled Disposition. The Investor acknowledges We acknowledge and agrees agree that: (1) any purchase or transfer of a beneficial interest in a Subject Note to a Person who cannot satisfy or violates the representation in clause (i) above (any such Person, a Non-Permitted ERISA Holder) 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, the Trustee and the Note Registrar for all purposes; (2) if any Non-Permitted ERISA Holder shall become representation that we made hereunder is subsequently shown to be false or misleading or our beneficial ownership otherwise causes a violation of the beneficial owner of an interest in any Subject Note25% Limitation, the Issuer (or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery by the Issuer that such Person person is a Non-Permitted ERISA Holder by the Issuer or upon notice from the Trustee (if Collateral Trustee(if a Trust Officer of the Collateral Trustee obtains actual knowledge)) or the Co-Issuer to the Issuer, if the Trustee either of them makes the discovery and who agrees who, in each case, agree to notify the Issuer of such discovery, send notice to such Non-Permitted ERISA Holder us demanding that such Non-Permitted ERISA Holder we transfer all or any portion of the Subject Notes held by such Person our interest to a Person person that is not a Non-Permitted ERISA Holder (and that is otherwise eligible to hold such Subject Notes or an interest therein) within 20 10 days after the date of such notice. If such Non-Permitted ; (ii) if we fail to transfer our ERISA Holder fails to so transfer such Subject Prohibited Notes, the Issuer or the Collateral Manager acting for the Issuer shall have the right, without further notice to the Non-Permitted ERISA Holderus, to sell such Subject our ERISA Prohibited Notes or our interest in such Subject Notes the ERISA Prohibited Notes, to a purchaser selected by the Issuer that is not a Non-Permitted ERISA Holder (and that is otherwise eligible to hold such Subject Notes or an interest therein) on such terms as the Issuer may choose; (3iii) the Issuer, or the Collateral Manager acting on behalf of the Issuer, 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 Subject ERISA Prohibited Notes and sell selling such Subject Notes securities 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 or any of its Affiliates shall be entitled to bid in any such sale (to the extent any such entity is not a Non-Permitted ERISA Holder). However, the Issuer or the Collateral Manager may select a purchaser by any other means determined by it in its sole discretion; (4iv) by its our acceptance of an interest in the Subject ERISA Prohibited Notes, the Investor agrees we agree to cooperate with the Issuer and the Collateral Trustee to effect such transfers; (5v) the proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to us; and (6vi) the terms and conditions of any sale under this sub-section subsection shall be determined in the sole discretion of the Issuer, and each of the Issuer Issuer, the Collateral Trustee or the Collateral Manager shall not be liable to us as a result of any such sale or the exercise of such discretion.

Compelled Disposition. The Investor acknowledges We acknowledge and agrees agree that: (1) any purchase or transfer of a beneficial interest in a Subject Note to a Person who cannot satisfy or violates the representation in clause (i) above (any such Person, a Non-Permitted ERISA Holder) 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, the Trustee and the Note Registrar for all purposes; (2) if any Non-Permitted ERISA Holder shall become representation that we made hereunder is subsequently shown to be false or misleading, or if our acquisition or holding of the beneficial owner of an interest in any Subject NoteClass E, the Class F Notes or the Subordinated Notes, as applicable, otherwise would cause the 25% Limitation to be exceeded, the Issuer shall, promptly after such discovery by the Issuer that such Person is a Non-Permitted ERISA Holder (or upon notice from the Trustee (if a Trust Officer of the Trustee obtains actual knowledge), if the Trustee makes the discovery and who agrees (who, in each case, agree to notify the Issuer of such discovery, if any)), send notice to such Non-Permitted ERISA Holder us demanding that such Non-Permitted ERISA Holder we transfer all or any portion of the Subject Notes held by such Person our interest to a Person person that is not a Non-Permitted ERISA Holder (and that is otherwise eligible to hold such Subject Notes or an interest therein) within 20 10 days after of the date of such notice. If such Non-Permitted ERISA Holder fails ; (ii) if we fail to so transfer such Subject or exchange our Class E Notes, Class F Notes or Subordinated Notes, as applicable, in accordance with the Issuer or the Collateral Manager acting for Indenture, the Issuer shall have the right, without further notice to the Non-Permitted ERISA Holderus, to sell such Subject our Class E Notes, Class F Notes or Subordinated Notes, as applicable, or our interest in such Subject the Class E Notes, the Class F Notes or the Subordinated Notes, as applicable, to a purchaser selected by the Issuer that is not a Non-Permitted ERISA Holder (and that is otherwise eligible to hold such Subject Notes or an interest therein) on such in accordance with the terms as of the Issuer may chooseIndenture; (3iii) the Issuer, or the Collateral Manager acting on behalf of the Issuer, may Issuer will select the purchaser by soliciting one or more bids from a list of prospective purchasers provided by us and one or more brokers or other market professionals that regularly deal in securities similar to the Subject Class E Notes, the Class F Notes or the Subordinated Notes, as applicable, and sell selling such Subject Notes securities to the highest such bidder, ; provided that prior to the Collateral Managercompletion of such sale we will have an opportunity to propose a prospective purchaser who may acquire the Class E Notes, its Affiliates and accountsthe Class F Notes or the Subordinated Notes, fundsas applicable, clients or portfolios established and controlled at the highest bid received by the Collateral Manager Issuer, and no later than the time the other bidder would have made its acquisition, and the Issuer will sell such Class E Notes, Class F Notes or any of its Affiliates shall be entitled Subordinated Notes, as applicable, to bid in any such sale (to the extent any such entity is not a Non-Permitted ERISA Holder)purchaser so long as it meets all applicable transfer restrictions. However, if the foregoing procedures do not result in any qualifying bids, the Issuer or the Collateral Manager may select a purchaser by any other means determined by it in its sole discretion; (4iv) by its our acceptance of an interest in the Subject Class E Notes, the Investor agrees Class F Notes or the Subordinated Notes, as applicable, we agree to cooperate with the Issuer to effect such transfers; (5v) the proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to us; and (6vi) the terms and conditions of any sale under this sub-section subsection shall be determined in the sole discretion of the Issuer, and the Issuer shall not be liable to us us, as applicable, sold as a result of any such sale or the exercise of such discretion.