Common use of Classification of the Company as Corporation for Tax Purposes Clause in Contracts

Classification of the Company as Corporation for Tax Purposes. (a) The Company intends to make an election to cause it to be classified as an association that is taxable as a corporation and, subject to clause (d) below, shall maintain such classification. (b) The Company will use reasonable best efforts to qualify as a RIC no later than the first fiscal year in which the Company anticipates it will have significant amounts of net income. (c) Once the Company has elected RIC status, the Board will use reasonable best efforts to maintain the Company’s status as a RIC. (d) Once the Company has elected RIC status, if the Company is unable to continue to qualify as a RIC for any reason, the Board shall use reasonable best efforts to cause the Company to be classified as a partnership for U.S. federal tax purposes (a “Partnership Election”). If the Board determines to cause the Company to make a Partnership Election, to the extent that the Company has Members that are subject to tax on UBTI, the Company shall use reasonable best efforts, based on advice of the Company’s tax advisers, to effect the Partnership Election and conduct the operations of the Company so as to not create a material amount of UBTI for those affected Members. Such steps may include (A) causing the Company to repay its outstanding indebtedness prior to the effective date of the Partnership Election, modifying the terms of any arrangements whereby services income is received by the Company (without reducing the net economic benefit to the Company with respect to such arrangements), and causing the effective date of the Partnership Election to precede the Company failing to qualify as a RIC, or (B) another method for minimizing tax consequences to the Member that conforms with advice from the Company’s tax counsel.

Classification of the Company as Corporation for Tax Purposes. (a) The Company intends to make has made an election to cause it to be classified as an association that is taxable as a corporation and, subject to clause (d) below, shall maintain such classification. (b) The Company will use reasonable best efforts to qualify as a BDC and a RIC no later than the first fiscal year in which the Company anticipates it will have significant amounts of net income. (c) Once the Company has elected RIC status, the Board will use reasonable best efforts to maintain the Company’s status as a RIC. (d) Once the Company has elected RIC status, if the Company is unable to continue to qualify as a RIC for any reason, the Board shall use reasonable best efforts to cause the Company to be classified as a partnership for U.S. federal tax purposes (a “Partnership Election”). If the Board determines to cause the Company to make a Partnership Election, to the extent that the Company has Members that are subject to tax on UBTI, the Company shall use reasonable best efforts, based on advice of the Company’s tax advisers, to effect the Partnership Election and conduct the operations of the Company so as to not create a material amount of UBTI for those affected Members. Such steps may include (A) causing the Company to repay its outstanding indebtedness prior to the effective date of the Partnership Election, modifying the terms of any arrangements whereby services income is received by the Company (without reducing the net economic benefit to the Company with respect to such arrangements), and causing the effective date of the Partnership Election to precede the Company failing to qualify as a RIC, or (B) another method for minimizing tax consequences to the Member that conforms with advice from the Company’s tax counsel.