Tax Matters as to the Borrower. (a) The Borrower shall (and each Lender hereby agrees to) treat the Loans as debt for U.S. federal income tax purposes and will take no contrary position unless otherwise required by an applicable taxing authority.
(b) The Borrower has not and shall not at any time make any election to be treated, for U.S. federal income tax purposes, as other than either (i) an entity disregarded as separate from a sole owner, or (ii) a partnership (other than a publicly traded partnership taxable as a corporation).
(c) The Borrower will deliver or cause to be delivered an IRS Form W-9, or applicable successor form from its sole owner to each issuer, counterparty, paying agent, as necessary to permit the Borrower to receive payments without U.S. withholding tax.
(d) Subject to the satisfaction of the Eligibility Criteria, no more than 50% of the debt obligations or interests therein (in each case as determined for U.S. federal income tax purposes) held by the Borrower may at any time consist of real estate mortgages (or interests therein) as determined for purposes of Section 7701(i) of the Code, unless the Borrower receives an opinion of nationally recognized tax counsel experienced in such matters to the effect that the ownership of such debt obligations will not cause the Borrower to be treated as a taxable mortgage pool for U.S. federal income tax purposes.
Tax Matters as to the Borrower. (a) The Borrower shall (and each Lender hereby agrees to) treat the Loans as debt for U.S. federal income tax purposes and will take no contrary position unless otherwise required by an applicable taxing authority.
(b) The Borrower shall at all times ensure that it is treated, for U.S. federal income tax purposes, either as (i) an entity disregarded as separate from a sole owner, or (ii) a partnership (other than a publicly traded partnership taxable as a corporation).
(c) The Borrower will deliver or cause to be delivered an IRS Form W-8IMY (with all required attachments) of the Borrower (if the Borrower is treated as a partnership for U.S. federal income tax purposes) or an IRS Form W-9 or the applicable Form W-8, in each case, from its sole owner (if the Borrower is treated as an entity disregarded as separate from its sole owner for U.S. federal income tax purposes), or successor applicable form to each issuer, counterparty, paying agent, as necessary to permit the Borrower to receive payments without U.S. withholding tax.
(d) Each of the parties hereto shall provide to the Borrower, upon reasonable request, all reasonably available information relating only to such party itself that is in the possession of such party, in its respective capacity hereunder, that is specifically requested by the Borrower and that is necessary or advisable in order for the Borrower to achieve Tax Account Reporting Rules Compliance.
(e) In connection with an audit conducted by the U.S. Internal Revenue Service under the Partnership Audit Rules, the Borrower agrees to use commercially reasonable efforts (taking into account the ability of the Borrower to effectively contest the audit and the overall Taxes imposed on Borrower or its direct or indirect owners), which may include following procedures under Section 6225 of the Code to reduce any “imputed underpayment” (as defined in Section 6225(b) of the Code) or applying the alternative method provided by Section 6226 of the Code, to reduce liabilities of the Borrower for Taxes (except to the extent any such Taxes are subject to reimbursement by the Borrower’s direct or indirect owners).
(f) Subject to satisfaction of the Eligibility Criteria, no more than 50% of the debt obligations or interests therein (in each case as determined for U.S. federal income tax purposes) held by the Borrower may at any time consist of real estate mortgages (or interests therein) as determined for purposes of Section 7701(i) of the Code, unless ...
Tax Matters as to the Borrower. The Borrower shall (and each Lender hereby agrees to) treat the Loans as debt for U.S. federal income tax purposes and will take no contrary position unless otherwise required by an applicable taxing authority.
Tax Matters as to the Borrower. The Borrower shall (and each Lender hereby agrees to) treat the Loans as debt for U.S. Federal income tax purposes and will take no contrary position. The Borrower shall not engage in or permit any activity that causes it to be treated as a corporation for U.S. federal income tax purposes, including, without limitation, by election or by operation of Section 7704 of the Code. Each Member and Special Member of the Borrower shall at all times be a United States person within the meaning of Section 7701(a)(30) of the Code. Notwithstanding any contrary agreement or understanding, the Collateral Manager, the Borrower, the Agents and the Lenders (and each of their respective employees, representatives or other agents) may disclose to any and all Persons the tax treatment and tax structure of the transactions contemplated by this Agreement (and, for the avoidance of doubt, only those transactions contemplated by this Agreement) and all materials of any kind (including opinions or other tax analyses) that are provided to them relating to such tax treatment and tax structure. The foregoing provision shall apply from the beginning of discussions between the parties hereto. For this purpose, the tax treatment of a transaction is the purported or claimed U.S. tax treatment of the transaction under applicable U.S. Federal, state or local law, and the tax structure of a transaction is any fact that may be relevant to understanding the purported or claimed U.S. tax treatment of the transaction under applicable U.S. Federal, state or local law.
Tax Matters as to the Borrower. (a) The Borrower shall (and each Lender hereby agrees to) treat the Loans as debt for U.S. federal income tax purposes and will take no contrary position unless otherwise required by an applicable taxing authority.
(b) The Borrower has not and shall not at any time make any election to be treated, for U.S. federal income tax purposes, as other than either (i) an entity disregarded as separate from a sole owner, or (ii) a partnership (other than a publicly traded partnership taxable as a corporation).
(c) Each of the parties hereto shall provide to the Borrower, upon reasonable request, all reasonably available information relating only to such party itself that is in the possession of such party, in its respective capacity hereunder, that is specifically requested by the Borrower and that is necessary or advisable in order for the Borrower to achieve Tax Account Reporting Rules Compliance.
(d) On or prior to the Closing Date, the Borrower will deliver or cause to be delivered a W-9 or successor applicable form to each issuer, counterparty, paying agent, as necessary to permit the Borrower to receive payments without U.S. withholding tax.
(e) Subject to the satisfaction of the Eligibility Criteria, no more than 50% of the debt obligations or interests therein (in each case as determined for U.S. federal income tax purposes) held by the Borrower may at any time consist of real estate mortgages (or interests therein) as determined for purposes of Section 7701(i) of the Code, unless the Borrower receives an opinion of nationally recognized tax counsel experienced in such matters to the effect that the ownership of such debt obligations will not cause the Borrower to be treated as a taxable mortgage pool for U.S. federal income tax purposes.
(f) The Borrower shall not acquire any asset or take any other action, unless such acquisition or action would not cause the Borrower to be engaged in a trade or business within the United States for U.S. federal income tax purposes or otherwise to be subject to U.S. federal income tax on a net basis (including any withholding liability imposed under Section 1446 of the Code); provided, the foregoing obligation shall be deemed satisfied if the Borrower complies with the Investment Guidelines; further provided, the foregoing requirements of this Section 5.35 shall not apply during any period in which the Subordinated Notes are owned solely by U.S. Persons. In furtherance of the foregoing, the Borrower shall comply with the I...
Tax Matters as to the Borrower. (a) The Borrower shall (and each Lender hereby agrees to) treat the Loans as debt for U.S. federal income tax purposes and will take no contrary position; provided that any Loans held by the Borrower’s sole beneficial owner will be disregarded for such purposes.
(b) Each beneficial owner of the Borrower (as determined for U.S. federal income tax purposes) shall at all times be a U.S. Person and shall timely provide the Borrower and any Agent with two copies of duly executed IRS Form W-9 (or any applicable successor form) certifying that such Person is exempt from U.S. federal backup withholding tax.
(c) [Reserved].
(d) The Borrower shall take no action, and the LLC Agreement provides that the Borrrower shall neither permit nor recognize any action, that would cause the Borrower to be treated as other than an entity that is disregarded as separate from its sole beneficial owner for U.S. federal income tax purposes.
(e) The Borrower and each member of the Borrower will comply at all times with the provisions of the LLC Agreement relating to taxes.
Tax Matters as to the Borrower. (a) The Borrower shall (and each Lender hereby agrees to) treat the Loans as debt for U.S. federal income tax purposes and will take no contrary position; provided that for so long as the Borrower is treated for U.S. federal income tax purposes as an entity that is disregarded as separate from its sole member, any Loans held by such sole member will be disregarded for such purposes. The Borrower shall take no action and the LLC Agreement provides that the Borrower shall neither permit nor recognize any action that would cause the Borrower to be treated as other than an entity that is disregarded as separate from its sole beneficial owner or a partnership (other than a publicly traded partnership taxable as a corporation) for U.S. federal, and to the extent applicable, state and local, income tax purposes.
(b) Each member of the Borrower (as determined for U.S. federal income tax purposes) shall at all times be a U.S. Person and shall timely provide the Borrower and any Agent with two executed copies of IRS Forms W-9 (or any applicable successor form) certifying that such partner is exempt from U.S. federal backup withholding tax.
(c) The Borrower shall, whenever relevant, elect the application of Sections 6221(b) and 6226 of the Code.
Tax Matters as to the Borrower. (a) The Borrower shall (and each Lender hereby agrees to) treat the Loans as debt for U.S. federal income tax purposes, and, to the extent permitted by Applicable Law, for state and local tax income tax purposes, and will take no contrary position, unless otherwise required by law. The Borrower shall treat any class of obligation of the Borrower that is junior to the Loans as equity for U.S. federal income tax purposes, and, to the extent permitted by Applicable Law, for state and local income tax purposes, and will take no contrary position, unless otherwise required by law.
(b) The Borrower shall not engage in or permit an action that would cause it to be treated as other than an entity disregarded from its owner for U.S. federal income tax purposes. The Borrower shall not permit a person to acquire or holder an Equity Intertest unless such person is a U.S. Person.
(c) [Reserved].
(d) [Reserved].
(e) With respect to any Tax Subsidiary:
(i) the Borrower shall not permit such Tax Subsidiary to incur any Indebtedness (other than the guarantee and grant of security interest in favor of the Collateral Agent described in Section 5.34(e)(vii));
(ii) the Constituent Documents of such Tax Subsidiary must provide that (A) recourse with respect to the costs, expenses or other liabilities of such Tax Subsidiary will be solely to the assets of such Tax Subsidiary, and no creditor of such Tax Subsidiary will have any recourse whatsoever to the Borrower or its assets except to the extent otherwise required under Applicable Law, (B) the activities and business purposes of such Tax Subsidiary will be limited to holding securities or obligations in accordance with this Section 5.34, (C) except as expressly set forth in Section 5.34(e)(v) or as otherwise permitted by this Agreement, such Tax Subsidiary shall not create, incur, assume or permit to exist any Lien on any of its assets, sell, transfer, exchange or otherwise dispose of any of its assets, or assign or sell any income or revenues or rights in respect thereof, (D) such Tax Subsidiary will be subject to the limitations on powers set forth in the Borrower’s Constituent Documents, (E) if such Tax Subsidiary is a foreign corporation for U.S. federal income tax purposes, such Tax Subsidiary shall file a U.S. federal income tax return reporting all effectively connected income, if any, arising as a result of owning the assets of such Tax Subsidiary, (F) after paying Taxes and expenses payable by such Tax Subsidiary or s...
Tax Matters as to the Borrower. (a) The Borrower shall (and each Senior Lender hereby agrees to) treat the Senior Loans as debt for U.S. Federal income tax purposes and will take no contrary position unless required by applicable law; provided that for so long as the Borrower is treated as an entity that is disregarded as separate from its sole member, any Senior Loans held by such sole member will be disregarded for U.S. federal income tax purposes. Each member of the Borrower shall at all times be a U.S. Person.
(b) For taxable years of the Borrower that are subject to Chapter 63 of the Code, the Borrower shall, whenever relevant, use commercially reasonable efforts to elect the application of Section 6226 of the Code.
Tax Matters as to the Borrower. The Borrower shall (and each Lender hereby agrees to) treat the Loans as debt for U.S. Federal income tax purposes and will take no contrary position. Assuming that such treatment is correct, the Borrower shall at all times maintain its status as an entity disregarded as an entity separate from its owner for U.S. Federal income tax purposes. The Borrower shall at all times ensure that its owner (or if its immediate owner is a disregarded entity, that the owner of such disregarded entity and indirect owner of the Borrower) is and will remain a United States person that is, for the avoidance of doubt, not a disregarded entity, as defined by Section 7701(a)(30) of the Code. Notwithstanding any contrary agreement or understanding, the Collateral Manager, the Borrower, the Agents and the Lenders (and each of their respective employees, representatives or other agents) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to them relating to such tax treatment and tax structure. The foregoing provision shall apply from the beginning of discussions between the parties. For this purpose, the tax treatment of a transaction is the purported or claimed U.S. tax treatment of the transaction under applicable U.S. Federal, state or local law, and the tax structure of a transaction is any fact that may be relevant to understanding the purported or claimed U.S. tax treatment of the transaction under applicable U.S. Federal, state or local law.
