Treatment and Tax Certification. (a) Each Holder (including, for purposes of this Section 2.13, any beneficial owner of the Notes), by acceptance of such Notes or an interest in such Notes shall be deemed to have agreed to treat, and shall treat, the Notes, to the extent outstanding for U.S. federal income tax purposes, as debt and the Preferred Shares as equity, in each case, for all U.S. federal, state and local income tax purposes and will take no action inconsistent with such treatment unless required by law.
(b) Each Holder will timely furnish the Issuer, the Trustee or their respective agents with any tax forms or certifications (including, without limitation, IRS Form W-9 in the case of a Person that is a United States Tax person or an applicable IRS Form W-8 (together with all applicable attachments) in the case of a Person that is not a United States Tax person, or any successors to such IRS forms) that the Issuer, the Trustee or their respective agents reasonably request in order to (A) make payments to the Holder without, or at a reduced rate of, withholding, (B) qualify for a reduced rate of withholding in any jurisdiction from or through which they receive payments, and (C) satisfy reporting and other obligations under the Code, Treasury regulations, or any other applicable law or regulation (including the Tax Account Reporting Rules), and will update or replace such tax forms or certifications in accordance with their terms or subsequent amendments. Such Holder acknowledges that the failure to provide, update or replace any such tax forms or certifications may result in the imposition of withholding or back-up withholding on payments to the beneficial owner, or to the Issuer. Amounts withheld by the Issuer or its agents that are, in their sole judgment, required to be withheld pursuant to applicable tax laws will be treated as having been paid to such Holder by the Issuer.
(c) Each Holder will comply with the Holder Reporting Obligations. In the event such Holder fails for any reason to comply with the Holder Reporting Obligations or otherwise becomes an Ineligible Tax Holder, or to the extent that its ownership of Notes would otherwise cause the Issuer to fail to achieve Tax Account Reporting Rules Compliance, the Issuer (and any agent acting on its behalf) is authorized to (A) withhold amounts otherwise distributable to the investor as compensation for, and to the extent of, any amounts withheld from payments to or for the benefit of the Issuer as a result of such failure ...
Treatment and Tax Certification. (a) Each Holder (including, for purposes of this Section 2.13, any beneficial owner of Secured Notes), by acceptance of such Notes or an interest in such Notes shall be deemed to have agreed, to treat, and shall treat, the Issuer, the Co-Issuer and the Notes as described in the “Certain U.S. Federal Income Tax Considerations” section of the Offering Circular for all U.S. federal, state and local income tax purposes and will take no action inconsistent with such treatment unless required by law.
Treatment and Tax Certification. (a) The Issuer and the Trustee agree, and each Holder and each beneficial owner of a Note, by acceptance of such Note or an interest in such Note shall be deemed to have agreed, to treat, and shall treat, the Notes as debt of the Issuer for United States federal and, to the extent permitted by law, state and local income and franchise tax purposes and shall take no action inconsistent with such treatment unless required by any relevant taxing authority. The Issuer will also treat the Notes as debt for legal, accounting and ratings purposes.
(b) Each Holder and beneficial owner of a Note, by acceptance of such Note or an interest in such Note, shall be deemed to understand and acknowledge that failure to provide the Issuer, the Trustee or any Paying Agent with the properly completed and signed applicable tax certifications (generally, in the case of U.S. federal income tax, an Internal Revenue Service Form W-9 (or applicable successor form) in the case of a U.S. Person or the applicable Internal Revenue Service Form W-8 (or applicable successor form) in the case of a Person that is not a U.S. Person) may result in withholding from payments in respect of such Note, including U.S. federal withholding or back-up withholding.
(c) Each purchaser, beneficial owner and subsequent transferee of a Note or interest therein, by acceptance of such Note or an interest therein, agrees to provide the Issuer and Trustee any information or documentation that is required under Sections 1471 through 1474 of the Code or is otherwise necessary (in the sole determination of the Issuer, the Trustee, or other agent of the Issuer, as applicable) to enable the Issuer, the Trustee, or other agent of the Issuer to determine their duties and liabilities with respect to any taxes they may be required to withhold pursuant to such Code sections in respect of such Note or the Noteholder of such Note or beneficial interest therein and agrees that the Issuer may provide such information and any other information regarding its investment in the Notes to the U.S. Internal Revenue Service. In addition, each such person understands and acknowledges that the Issuer has the right under this Indenture to withhold on it or its beneficial owner pursuant to the requirements of Sections 1471 through 1474 of the Code or any other provisions of applicable law.
Treatment and Tax Certification. (a) Each Holder (including, for purposes of this Section 2.13, any beneficial owner of Secured Notes), by acceptance of such Notes or an interest in such Notes, shall be deemed to have agreed, to treat, and shall treat, the Issuer, the Co-Issuer and the Notes as described in the “CertainSecured Notes, to the extent outstanding for U.S. Ffederal Iincome Ttax Considerations” section of the Offering Circularpurposes, as debt and the Preferred Shares as equity, in each case, for all U.S. federal, state and local income tax purposes and will take no action inconsistent with such treatment unless required by law.
(b) Each Holder shall be deemed to have agreed that it will timely furnish the Issuer, the Trustee or their respective agents with any tax forms or certifications (including, without limitation, IRS Form W-9, an applicable IRS Form W-8 (together with all applicable attachments), or any successors to such IRS forms) that the Issuer, the Trustee or their respective agents reasonably request in order to (A) make payments to the Holder without, or at a reduced rate of, withholding, (B) qualify for a reduced rate of withholding in any jurisdiction from or through which they receive payments, and (C) satisfy reporting and other obligations under the Code, Treasury regulations, or any other applicable law or regulation (including the Cayman FATCA Legislation), and will update or replace such tax forms or certifications in accordance with their terms or subsequent amendments. SuchEach Holder shall be deemed to acknowledges that the failure to provide, update or replace any such tax forms or certifications may result in the imposition of withholding or back-up withholding on payments to the beneficial owner, or to the Issuer. Amounts withheld by the Issuer or their agents that are, in their sole judgment, required to be withheld pursuant to applicable tax laws will be treated as having been paid to such Holder by the Issuer.
(c) Each Holder shall be deemed to have agreed that it will provide the Issuer or its agents with any correct, complete and accurate information or documentation that may be required for the Issuer to comply with FATCA, the Cayman FATCA Legislation and the CRS and to prevent the imposition of U.S. federal withholding tax under FATCA on payments to or for the benefit of the Issuer. In the event such Holder fails to provide such information or documentation, or to the extent that its ownership of Notes would otherwise cause the Issuer to be su...
Treatment and Tax Certification. (a) Each Holder will timely furnish the Issuer, the Trustee or their respective agents with any tax forms or certifications (including, without limitation, IRS Form W-9, in the case of a Person that is a United States Tax person or an applicable IRS Form W-8 (together with all applicable attachments) in the case of a Person that is not a United States Tax person, or any successors to such IRS forms) that the Issuer, the Trustee or their respective agents reasonably request in order to (A) make payments to the Holder without, or at a reduced rate of, withholding, (B) qualify for a reduced rate of withholding in any jurisdiction from or through which they receive payments, and (C) satisfy reporting and other obligations under the Code, Treasury regulations, or any other applicable law or regulation (including the Tax Account Reporting Rules), and will update or replace such tax forms or certifications in accordance with their terms or subsequent amendments. Such Holder acknowledges that the failure to provide, update or replace any such tax forms or certifications may result in the imposition of withholding or back-up withholding on payments to the beneficial owner, or to the Issuer. Amounts withheld by the Issuer or theirits agents that are, in their sole judgment, required to be withheld pursuant to applicable tax laws will be treated as having been paid to such Holder by the Issuer.
Treatment and Tax Certification. (a) Each Holder and each beneficial owner of Secured Notes, by acceptance of such Notes or an interest in such Notes shall be deemed to have agreed, to treat, and shall treat, the Secured Notes as debt for all U.S. federal and to the extent permitted by law, state and local income and franchise tax purposes, to the extent such Secured Notes are treated as outstanding for such purposes, unless otherwise required by any relevant taxing authority.
(b) Each Holder and beneficial owner of Secured Notes other than Potential Equity Notes, by acceptance of such Notes or an interest in such Notes, shall be deemed to represent, warrant and covenant that, if it is not a United States Tax Person, it is not, and will not be, a member of an “expanded group” (within the meaning of the regulations issued under Section 385 of the Code) that includes a domestic corporation (as determined for U.S. federal income tax purposes) if (i) such domestic corporation, directly or indirectly (through one or more entities that are treated for U.S. federal income tax purposes as partnerships, disregarded entities, or grantor trusts), owns Potential Equity Notes or Preferred Shares and (ii) (A) the Issuer is a “controlled partnership” (within the meaning of the regulations issued under Section 385 of the Code) with respect to such expanded group or (B) the Issuer is an entity disregarded as separate from either such domestic corporation or an entity that is treated as a “controlled partnership” (within the meaning of the regulations issued under Section 385 of the Code) with respect to such expanded group; provided that such beneficial owner may acquire Secured Notes in violation of this restriction if it provides the Issuer with an opinion of nationally recognized tax counsel experienced in such matters, in form and substance satisfactory to the Collateral Manager, to the effect that the acquisition or transfer of Secured Notes will not cause such Secured Notes to be treated as equity under the regulations issued under Section 385 of the Code.
(c) Each Holder and beneficial owner of Secured Notes agrees (i) except as prohibited by applicable law, to obtain and provide the Issuer and the Trustee (including their agents and representatives), as applicable, with information or documentation, and to update or correct such information or documentation, as may be necessary or helpful (in the sole determination of the Issuer, the Trustee or their agents or representatives, as applicable) to en...
Treatment and Tax Certification. (a) Each Holder will timely furnish the Issuer, the Trustee or their respective agents with any tax forms or certifications (including, without limitation, IRS Form W-9, in the case of a Person that is a United States Tax person or an applicable IRS Form W-8 (together with all applicable attachments) in the case of a Person that is not a United States Tax person, or any successors to such IRS forms) that the Issuer, the Trustee or their respective agents reasonably request in order to (A) make payments to the Holder without, or at a reduced rate of, withholding, (B) qualify for a reduced rate of withholding in any jurisdiction from or through which they receive payments, and (C) satisfy reporting and other obligations under the Code, Treasury regulations, or any other applicable law or regulation (including the Tax Account Reporting Rules), and will update or replace such tax forms or certifications in accordance with their terms or subsequent amendments. Such Holder acknowledges that the failure to provide, update or replace any such tax forms or certifications may result in the imposition of withholding or back-up withholding on payments to the beneficial owner, or to the Issuer. Amounts withheld by the Issuer or theirits agents that are, in their sole judgment, required to be withheld pursuant to applicable tax laws will be treated as having been paid to such Holder by the Issuer.
Treatment and Tax Certification. (a) Each Holder of a Secured Note (or any interest therein) will be deemed to have represented and agreed to treat the Secured Notes as indebtedness for U.S. federal, state and local income and franchise tax purposes, except as otherwise required by law.
(b) Each Holder of a Subordinated Note (or any interest therein) will be deemed to have represented and agreed to treat the Subordinated Notes as equity for U.S. federal, state and local income and franchise tax purposes.
(c) Each Holder of a Note (or any interest therein) will be deemed to have agreed and understood that the failure to provide the Issuer and the Collateral Trustee (and any of their agents) with the properly completed and signed tax certifications (generally, in the case of U.S. federal income tax, an IRS Form W-9 (or applicable successor form) in the case of a person that is a United States Tax Person or the appropriate IRS Form W-8 (or applicable successor form) in the case of a person that is not a United States Tax Person) may result in withholding from payments in respect of such Note, including U.S. federal withholding or back-up withholding.
(d) Each Holder of a Subordinated Note (or any interest therein) will be deemed to have represented and warranted that it is a United States Tax Person, and will be deemed to have agreed to provide the Issuer and the Collateral Trustee (and any of their agents) with a correct, complete and properly executed IRS Form W-9 (or applicable successor form), and will acknowledge that if it fails to provide the Issuer and the Collateral Trustee (and any of their agents) with the properly completed and signed tax certifications specified above, the acquisition of its interest in such Note shall be void ab initio.
(e) Each Holder of a Note will be deemed to have agreed to provide the Issuer and any relevant intermediary with any information or documentation that is required under FATCA or that the Issuer or relevant intermediary deems appropriate to enable the Issuer or relevant intermediary to determine their duties and liabilities with respect to any taxes they may be required to withhold pursuant to FATCA in respect of such Note or the holder of such Note or beneficial interest therein. In addition, each purchaser and subsequent transferee of such Notes (or any interest therein) understands and acknowledges, and will be deemed to have understood and acknowledged, that the Issuer has the right under this Indenture to withhold on any holder or any benefi...
