Common use of Treatment and Tax Certifications Clause in Contracts

Treatment and Tax Certifications. (a) Each Holder (including, for purposes of this Section 2.13, any beneficial owner of the Debt), by acceptance of such Debt or an interest in such Debt shall be deemed to have agreed, to treat, and shall treat, the Issuer and the Debt 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. (b) Each Holder will timely furnish the Issuer, the Collateral 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 Collateral 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, 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 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 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 Debt would otherwise cause the Issuer to be subject to any tax under FATCA, (A) the Issuer (and any agent acting on its behalf) is authorized to withhold amounts otherwise distributable to the investor as compensation for any amounts withheld from payments to or for the benefit of the Issuer as a result of such failure or such ownership, and (B) to the extent necessary to avoid an adverse effect on the Issuer as a result of such failure or such ownership, the Issuer will have the right to compel the investor to sell its Debt and, if such person does not sell its Debt within 10 Business Days after notice from the Issuer or its agents, the Issuer will have the right to sell such Debt at a public or private sale called and conducted in any manner permitted by law, and to remit the net proceeds of such sale (taking into account, in addition to other related costs and charges, any taxes incurred by the Issuer in connection with such sale) to such person as payment in full for such Debt. The Issuer may also assign each such Debt a separate securities identifier in the Issuer’s sole discretion. Each Holder agrees that the Issuer, the Collateral Trustee and/or their agents or representatives may (1) provide any information and documentation concerning its investment in its Debt to the U.S. Internal Revenue Service and any other relevant tax authority and (2) take such other steps as they deem necessary or helpful to ensure that the Issuer complies with FATCA and the CRS. (d) Each Holder will be required or deemed to represent that, if it is not a “United States person” (as defined in Section 7701(a)(30) of the Code), (i) it: (A) is not a bank (or an entity affiliated with a bank) extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business (within the meaning of Section 881(c)(3)(A) of the Code); (B) is not a “10 percent shareholder” with respect to the holder or any beneficial owners of the Preferred Shares within the meaning of Section 871(h)(3) or Section 881(c)(3)(B) of the Code; and (C) is not a “controlled foreign corporation” that is related to the holder or any beneficial owners of the Preferred Shares within the meaning of Section 881(c)(3)(C) of the Code; (ii) it has provided an IRS Form W-8ECI representing that all payments received or to be received by it from the Issuer are effectively connected with its conduct of a trade or business in the United States and includible in its gross income; or (iii) it is eligible for benefits under an income tax treaty with the United States that eliminates U.S. federal income taxation of payments on the Debt. (e) Each Holder will be required or deemed to agree to provide the Issuer and the Collateral Trustee with certifications necessary to establish that it is not subject to withholding tax under FATCA. (f) Each Holder represents that it is not a member of an “expanded group” (as defined in Treasury regulations section 1.385-1(c)(4)) with respect to which a beneficial owner of Preferred Shares is a “covered member” (as defined in Treasury regulations section 1.385-1(c)(2)), except to the extent that the Issuer or its agents have provided such beneficial owner with an express waiver of this representation. (g) Each Holder and beneficial owner of Preferred Shares will be required or deemed to agree to act in accordance with Sections 2.7 and 2.8 of the Fiscal Agency Agreement, as in effect on the Closing Date.

Treatment and Tax Certifications. (a) Each Holder (including, for purposes of this Section 2.13, any beneficial owner of the DebtNotes), by acceptance of such Debt Notes or an interest in such Debt Notes, shall be deemed to have agreedagreed to treat the Secured Notes, to treatthe extent outstanding for U.S. federal income tax purposes, and shall treat, the Issuer as debt and the Debt Preferred Shares as described equity, in the “Certain U.S. Federal Income Tax Considerations” section of the Offering Circular 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 Collateral Trustee or their respective agents with any tax forms or certifications (including, without limitation, an IRS Form W-9, W-9 in the case of 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 Collateral Trustee or their respective agents reasonably request in order to (A) make payments to the Holder it without, or at a reduced rate of, deduction or withholding, (B) qualify for a reduced rate of withholding or deduction in any jurisdiction from or through which they receive payments, and (C) satisfy reporting and other obligations under the Code, Treasury regulationsRegulations, or any other applicable law or regulationregulation (including any cost basis reporting obligation), and will update or replace such tax forms or certifications in accordance with their terms or subsequent amendmentsamendments thereto. Such Each Holder acknowledges shall be deemed to acknowledge 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 ownersuch Holder, or to the Issuer. Amounts and that 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 provide shall be deemed to have agreed that no Secured Notes may be transferred by a Person from which the Issuer or its agents with any correct, complete and accurate information or documentation that may be required is disregarded as separate for the Issuer to comply with FATCA and the CRS and to prevent the imposition of U.S. federal withholding income tax under FATCA on payments to purposes, unless written advice from Milbank LLP or for Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP or an opinion of other tax counsel of nationally recognized standing in the benefit of the Issuer. In the event United States experienced in such Holder fails to provide such information or documentation, or matters is delivered to the extent that its ownership of Debt would otherwise cause the Issuer to be subject to any tax under FATCATrustee, (A) the Issuer (in form and any agent acting on its behalf) is authorized to withhold amounts otherwise distributable substance satisfactory to the investor as compensation for any amounts withheld from payments to or for the benefit of the Issuer as a result of such failure or such ownershipCollateral Manager, and (B) to the extent necessary to avoid an adverse effect on the Issuer that any Secured Notes so transferred will be characterized as a result of debt for U.S. federal income tax purposes immediately following such failure or such ownership, the Issuer will have the right to compel the investor to sell its Debt and, if such person does not sell its Debt within 10 Business Days after notice from the Issuer or its agents, the Issuer will have the right to sell such Debt at a public or private sale called and conducted in any manner permitted by law, and to remit the net proceeds of such sale (taking into account, in addition to other related costs and charges, any taxes incurred by the Issuer in connection with such sale) to such person as payment in full for such Debt. The Issuer may also assign each such Debt a separate securities identifier in the Issuer’s sole discretion. Each Holder agrees that the Issuer, the Collateral Trustee and/or their agents or representatives may (1) provide any information and documentation concerning its investment in its Debt to the U.S. Internal Revenue Service and any other relevant tax authority and (2) take such other steps as they deem necessary or helpful to ensure that the Issuer complies with FATCA and the CRStransfer. (d) Each Holder will be required or deemed to represent thatHolder, if it is not a “United States person” (as defined in Section 7701(a)(30) of the Code),Tax Person, shall be deemed to have agreed that it either: (i) itis: (A) is not a bank (or an entity affiliated with a bank) extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business (within the meaning of Section 881(c)(3)(A) of the Code); (B) is not a “10 percent shareholder” with respect to of the holder or any Issuer (or, for so long as the Preferred Shares are held by a single beneficial owners owner, such beneficial owner of the Preferred Shares Shares) within the meaning of Section 871(h)(3) or Section 881(c)(3)(B) of the Code; and (C) is not a “controlled foreign corporation” that is related to the holder or any Issuer (or, for so long as the Preferred Shares are held by a single beneficial owners owner, such beneficial owner of the Preferred Shares Shares) within the meaning of Section 881(c)(3)(C) of the Code; (ii) it has provided an IRS Form W-8ECI representing that all payments received or to be received by it from the Issuer are effectively connected with its conduct of a trade or business in within the United States and includible in its gross income; or (iii) has provided an IRS Form W-8BEN-E representing that it is eligible for benefits under an income tax treaty with the United States that eliminates U.S. federal income taxation of payments on U.S. source interest not attributable to a permanent establishment in the DebtUnited States. (e) Each Holder will shall be required or deemed to agree to have agreed that it will provide the Issuer and the Collateral Trustee with certifications necessary to establish that it is not subject to withholding tax under FATCA, and will correct and update such information as necessary. (f) Each Holder represents that Holder, if it is not a United States Tax Person, is not, and will not be, a member of an “expanded group” (within the meaning of the Section 385 Rules) that includes a domestic corporation (as defined in Treasury regulations section 1.385-1(c)(4determined 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 Preferred Shares and (ii) (A) the Issuer is a “controlled partnership” (within the meaning of the Section 385 Rules) with respect to which a beneficial owner of Preferred Shares 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 “covered membercontrolled partnership” (as defined in Treasury regulations section 1.385-1(c)(2)), except within the meaning of the Section 385 Rules) with respect to the extent such expanded group; provided that the Issuer or its agents have provided such beneficial owner may acquire Secured Notes in violation of this restriction if it provides the Issuer with an express waiver opinion of this representationnationally recognized U.S. 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 recharacterized as equity under the Section 385 Rules. (g) Each Holder and beneficial owner of Preferred Shares will shall be required or deemed to agree to act in accordance with Sections 2.7 and 2.8 of the Fiscal Agency Agreement, as in effect on the Closing Date.

Treatment and Tax Certifications. (a) Each Holder (including, for purposes of this Section 2.13, any beneficial owner of the DebtNotes), by acceptance of such Debt Notes or an interest in such Debt Notes shall be deemed to have agreed, agreed to treat, and shall treat, the Issuer Secured Notes, to the extent outstanding for U.S. federal income tax purposes, as debt and the Debt Preferred Shares as described equity, in the “Certain U.S. Federal Income Tax Considerations” section of the Offering Circular 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 Collateral Trustee or their respective agents with any tax forms or certifications (including, without limitation, an IRS Form W-9, 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 applicable successor forms) that the Issuer, the Collateral 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, 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 provide agree that no Secured Notes may be transferred by a Person from which the Issuer or its agents with any correct, complete and accurate information or documentation that may be required is disregarded as separate for the Issuer to comply with FATCA and the CRS and to prevent the imposition of U.S. federal withholding income tax under FATCA on payments to purposes, unless written advice from Milbank LLP or for Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP or an opinion of other tax counsel of nationally recognized standing in the benefit of the Issuer. In the event United States experienced in such Holder fails to provide such information or documentation, or matters is delivered to the extent that its ownership of Debt would otherwise cause the Issuer to be subject to any tax under FATCATrustee, (A) the Issuer (in form and any agent acting on its behalf) is authorized to withhold amounts otherwise distributable substance satisfactory to the investor as compensation for any amounts withheld from payments to or for the benefit of the Issuer as a result of such failure or such ownershipCollateral Manager, and (B) to the extent necessary to avoid an adverse effect on the Issuer that any Secured Notes so transferred will be characterized as a result of debt for U.S. federal income tax purposes immediately following such failure or such ownership, the Issuer will have the right to compel the investor to sell its Debt and, if such person does not sell its Debt within 10 Business Days after notice from the Issuer or its agents, the Issuer will have the right to sell such Debt at a public or private sale called and conducted in any manner permitted by law, and to remit the net proceeds of such sale (taking into account, in addition to other related costs and charges, any taxes incurred by the Issuer in connection with such sale) to such person as payment in full for such Debt. The Issuer may also assign each such Debt a separate securities identifier in the Issuer’s sole discretion. Each Holder agrees that the Issuer, the Collateral Trustee and/or their agents or representatives may (1) provide any information and documentation concerning its investment in its Debt to the U.S. Internal Revenue Service and any other relevant tax authority and (2) take such other steps as they deem necessary or helpful to ensure that the Issuer complies with FATCA and the CRStransfer. (d) Each Holder will be required or deemed to represent that, if it is not a “United States person” (as defined in Section 7701(a)(30) of the Code),Tax Person, it either: (i) itis: (A) is not a bank (or an entity affiliated with a bank) extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business (within the meaning of Section 881(c)(3)(A) of the Code); (B) is not a “10 percent shareholder” with respect to the holder or any beneficial owners of the Preferred Shares Issuer (as determined for U.S. federal income tax purposes) within the meaning of Section 871(h)(3) or Section 881(c)(3)(B) of the Code; and (C) is not a “controlled foreign corporation” within the meaning of Section 957(a) of the Code that is related to the holder or any beneficial owners of the Preferred Shares Issuer (as determined for U.S. federal income tax purposes) within the meaning of Section 881(c)(3)(C) of the Code; (ii) it has provided an IRS Form W-8ECI representing that all payments received or to be received by it from the Issuer are effectively connected with its conduct of a trade or business in within the United States and includible in its gross income; or (iii) has provided an IRS Form W-8BEN-E representing that it is eligible for benefits under an income tax treaty with the United States that eliminates U.S. federal income taxation of payments on U.S. source interest not attributable to a permanent establishment in the DebtUnited States. (e) Each Holder will be required or deemed to agree to provide the Issuer and the Collateral Trustee with certifications necessary to establish that it is not subject to withholding tax under FATCA, and to correct and update such information as necessary. (f) Each Holder represents that 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 Section 385 Rules) that includes a domestic corporation (as defined in Treasury regulations section 1.385-1(c)(4determined 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 Preferred Shares and (ii) (A) the Issuer is a “controlled partnership” (within the meaning of the Section 385 Rules) with respect to which a beneficial owner of Preferred Shares 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 “covered membercontrolled partnership” (as defined in Treasury regulations section 1.385-1(c)(2)), except within the meaning of the Section 385 Rules) with respect to the extent such expanded group; provided that the Issuer or its agents have provided such beneficial owner may acquire Secured Notes in violation of this restriction if it provides the Issuer with an express waiver opinion of this representationnationally recognized U.S. 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 recharacterized as equity under the Section 385 Rules. (g) Each Holder and beneficial owner of Preferred Shares will be required or deemed to agree to act in accordance with Sections 2.7 and 2.8 of the Fiscal Agency Agreement, as in effect on the Closing Date.

Treatment and Tax Certifications. (a) Each Holder (including, for purposes of this Section 2.13, any beneficial owner of the Secured Debt), by acceptance of such Secured Debt or an interest in such Secured Debt shall be deemed to have agreed, to treat, and shall treat, the Issuer Secured Debt, to the extent outstanding for U.S. federal income tax purposes, as debt and the Debt Preferred Shares as described equity, in the “Certain U.S. Federal Income Tax Considerations” section of the Offering Circular 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 Collateral Trustee or their respective agents with any tax forms or certifications (including, without limitation, an IRS Form W-9, 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 Collateral Trustee or their respective agents reasonably request in order to (A) make payments to the Holder beneficial owner 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, and will update or replace such tax forms or certifications in accordance with their terms or subsequent amendments. Such Holder beneficial owner 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 beneficial owner by the Issuer. (c) Each Holder of Secured Notes 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 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 Debt Secured Notes would otherwise cause the Issuer to be subject to any tax under FATCA, (A) the Issuer (and any agent acting on its behalf) is authorized to withhold amounts otherwise distributable to the investor as compensation for any amounts withheld from payments to or for the benefit of the Issuer as a result of such failure or such ownership, and (B) to the extent necessary to avoid an adverse effect on the Issuer as a result of such failure or such ownership, the Issuer will have the right to compel the investor to sell its Debt Secured Notes and, if such person does not sell its Debt Secured Notes within 10 Business Days after notice from the Issuer or its agents, the Issuer will have the right to sell such Debt Secured Notes at a public or private sale called and conducted in any manner permitted by law, and to remit the net proceeds of such sale (taking into account, in addition to other related costs and charges, any taxes incurred by the Issuer in connection with such sale) to such person as payment in full for such DebtSecured Notes. The Issuer may also assign each such Debt Secured Notes a separate securities identifier in the Issuer’s sole discretion. Each Holder of Secured Notes agrees that the Issuer, the Collateral Trustee and/or their agents or representatives may (1) provide any information and documentation concerning its investment in its Debt Secured Notes to the U.S. Internal Revenue Service IRS and any other relevant tax authority and (2) take such other steps as they deem necessary or helpful to ensure that the Issuer complies with FATCA and the CRS. (d) Each Holder agrees that no Secured Debt may be transferred by a Person from which the Issuer is disregarded as separate for U.S. federal income tax purposes, unless a written opinion or advice from Xxxx Xxxxxxxx LLP or Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP or an opinion of other tax counsel of nationally recognized standing in the United States experienced in such matters is delivered to the Collateral Trustee, in form and substance satisfactory to the Collateral Manager, to the effect that any Secured Debt so transferred will be characterized as debt for U.S. federal income tax purposes immediately following such transfer. (e) Each Holder will be required or deemed to represent that, if it is not a “United States person” (as defined in Section 7701(a)(30) of the Code),Tax Person, it either: (i) itis: (A) is not a bank (or an entity affiliated with a bank) extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business (within the meaning of Section 881(c)(3)(A) of the Code); (B) is not a “10 percent shareholder” with respect to the holder or any beneficial owners of the Preferred Shares Issuer (or its sole owner, as applicable) within the meaning of Section 871(h)(3) or Section 881(c)(3)(B) of the Code; and (C) is not a “controlled foreign corporation” within the meaning of Section 957(a) of the Code that is related to the holder Issuer (or any beneficial owners of the Preferred Shares its sole owner, as applicable) within the meaning of Section 881(c)(3)(C) of the Code; (ii) it has provided an IRS Form W-8ECI representing that all payments received or to be received by it from the Issuer are effectively connected with its conduct of a trade or business in within the United States and includible in its gross income; or (iii) has provided an IRS Form W-8BEN-E representing that it is eligible for benefits under an income tax treaty with the United States that eliminates U.S. federal income taxation of payments on U.S. source interest not attributable to a permanent establishment in the DebtUnited States. (ef) Each Holder will be required or deemed to agree to provide the Issuer and the Collateral Trustee with certifications necessary to establish that it is not subject to withholding tax under FATCA, and to correct and update such information as necessary. (fg) Each Holder represents that 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 Section 385 Rules) that includes a domestic corporation (as defined in Treasury regulations section 1.385-1(c)(4determined 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 Preferred Shares and (ii) (A) the Issuer is a “controlled partnership” (within the meaning of the Section 385 Rules) with respect to which a beneficial owner of Preferred Shares 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 “covered membercontrolled partnership” (as defined in Treasury regulations section 1.385-1(c)(2)), except within the meaning of the Section 385 Rules) with respect to the extent such expanded group; provided that the Issuer or its agents have provided such beneficial owner may acquire Secured Debt in violation of this restriction if it provides the Issuer with an express waiver opinion of this representationnationally recognized U.S. 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 Debt will not cause such Secured Debt to be recharacterized as equity under the Section 385 Rules. (gh) Each Holder and beneficial owner of Preferred Shares will be required or deemed to agree to act in accordance with Sections 2.7 and 2.8 of the Fiscal Agency Agreement, as in effect on the Closing Date.

Treatment and Tax Certifications. (a) Each Holder (including, for purposes of this Section 2.13, any beneficial owner of the Debt), by acceptance of such Debt or an interest in such Debt Debt, shall be deemed to have agreedagreed to treat the Secured Debt, to treatthe extent outstanding for U.S. federal income tax purposes, and shall treat, the Issuer as debt and the Debt Preferred Shares as described equity, in the “Certain U.S. Federal Income Tax Considerations” section of the Offering Circular 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 Collateral Trustee or their respective agents with any tax forms or certifications (including, without limitation, an IRS Form W-9, 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 Collateral Trustee or their respective agents reasonably request in order to (A) make payments to the Holder beneficial owner without, or at a reduced rate of, deduction or withholding, (B) qualify for a reduced rate of withholding or deduction in any jurisdiction from or through which they receive payments, and (C) satisfy reporting and other obligations under the Code, Treasury regulationsRegulations, or any other applicable law or regulationregulation (including any cost basis reporting obligation), and will update or replace such tax forms or certifications in accordance with their terms or subsequent amendments. Such Holder acknowledges shall be deemed to acknowledge 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 ownersuch Holder, 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 provide shall be deemed to have agreed that no Debt may be transferred by a Person from which the Issuer or its agents with any correct, complete and accurate information or documentation that may be required is disregarded as separate for the Issuer to comply with FATCA and the CRS and to prevent the imposition of U.S. federal withholding income tax under FATCA on payments to purposes, unless written advice from Xxxx Xxxxxxxx LLP or for Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP or an opinion of other tax counsel of nationally recognized standing in the benefit of the Issuer. In the event United States experienced in such Holder fails to provide such information or documentation, or matters is delivered to the extent that its ownership of Debt would otherwise cause the Issuer to be subject to any tax under FATCACollateral Trustee, (A) the Issuer (in form and any agent acting on its behalf) is authorized to withhold amounts otherwise distributable substance satisfactory to the investor as compensation for any amounts withheld from payments to or for the benefit of the Issuer as a result of such failure or such ownershipCollateral Manager, and (B) to the extent necessary to avoid an adverse effect on the Issuer that any Debt so transferred will be characterized as a result of debt for U.S. federal income tax purposes immediately following such failure or such ownership, the Issuer will have the right to compel the investor to sell its Debt and, if such person does not sell its Debt within 10 Business Days after notice from the Issuer or its agents, the Issuer will have the right to sell such Debt at a public or private sale called and conducted in any manner permitted by law, and to remit the net proceeds of such sale (taking into account, in addition to other related costs and charges, any taxes incurred by the Issuer in connection with such sale) to such person as payment in full for such Debt. The Issuer may also assign each such Debt a separate securities identifier in the Issuer’s sole discretion. Each Holder agrees that the Issuer, the Collateral Trustee and/or their agents or representatives may (1) provide any information and documentation concerning its investment in its Debt to the U.S. Internal Revenue Service and any other relevant tax authority and (2) take such other steps as they deem necessary or helpful to ensure that the Issuer complies with FATCA and the CRStransfer. (d) Each Holder will be required or deemed to represent thatHolder, if it is not a “United States person” (as defined in Section 7701(a)(30) of the Code),Tax Person, shall be deemed to have agreed that it either: (i) itis: (A) is not a bank (or an entity affiliated with a bank) extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business (within the meaning of Section 881(c)(3)(A) of the Code); (B) is not a “10 percent shareholder” with respect to of the holder or any Issuer (or, for so long as the Preferred Shares are held by a single beneficial owners owner, such beneficial owner of the Preferred Shares Shares) within the meaning of Section 871(h)(3) or Section 881(c)(3)(B) of the Code; and (C) is not a “controlled foreign corporation” that is related to the holder or any Issuer (or, for so long as the Preferred Shares are held by a single beneficial owners owner, such beneficial owner of the Preferred Shares Shares) within the meaning of Section 881(c)(3)(C) of the Code; (ii) it has provided an IRS Form W-8ECI representing that all payments received or to be received by it from the Issuer are effectively connected with its conduct of a trade or business in within the United States and includible in its gross income; or (iii) has provided an IRS Form W-8BEN-E representing that it is eligible for benefits under an income tax treaty with the United States that eliminates U.S. federal income taxation of payments on U.S. source interest not attributable to a permanent establishment in the DebtUnited States. (e) Each Holder will shall be required or deemed to agree to have agreed that it will provide the Issuer and the Collateral Trustee with certifications necessary to establish that it is not subject to withholding tax under FATCA, and to correct and update such information as necessary. (f) Each Holder represents that Holder, if it is not a United States Tax Person, is not, and will not be, a member of an “expanded group” (within the meaning of the Section 385 Rules) that includes a domestic corporation (as defined in Treasury regulations section 1.385-1(c)(4determined 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 Preferred Shares and (ii) (A) the Issuer is a “controlled partnership” (within the meaning of the Section 385 Rules) with respect to which a beneficial owner of Preferred Shares 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 “covered membercontrolled partnership” (as defined in Treasury regulations section 1.385-1(c)(2)), except within the meaning of the Section 385 Rules) with respect to the extent such expanded group; provided that the Issuer or its agents have provided such beneficial owner may acquire Debt in violation of this restriction if it provides the Issuer with an express waiver opinion of this representationnationally recognized U.S. tax counsel experienced in such matters, in form and substance satisfactory to the Collateral Manager, to the effect that the acquisition or transfer of Debt will not cause such Debt to be recharacterized as equity under the Section 385 Rules. (g) Each Holder and beneficial owner of Preferred Shares will shall be required or deemed to agree to act in accordance with Sections 2.7 and 2.8 of the Fiscal Agency Agreement, as in effect on the Closing Date.

Treatment and Tax Certifications. (a) Each Holder (including, for purposes of this Section 2.13, any beneficial owner of the Debt), by acceptance of such Debt or an interest in such Debt shall be deemed to have agreed, agreed to treat, and shall treat, the Issuer Secured Debt, to the extent outstanding for U.S. federal income tax purposes, as debt and the Debt Preferred Shares as described equity, in the “Certain U.S. Federal Income Tax Considerations” section of the Offering Circular 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 Collateral Trustee or their respective agents with any tax forms or certifications (including, without limitation, an IRS Form W-9, 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 applicable successor forms) that the Issuer, the Collateral 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, 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 provide agree that no Secured Debt may be transferred by a Person from which the Issuer or its agents with any correct, complete and accurate information or documentation that may be required is disregarded as separate for the Issuer to comply with FATCA and the CRS and to prevent the imposition of U.S. federal withholding income tax under FATCA on payments to purposes, unless written advice from Xxxxxxx and Xxxxxx LLP or for Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP or an opinion of other tax counsel of nationally recognized standing in the benefit of the Issuer. In the event United States experienced in such Holder fails to provide such information or documentation, or matters is delivered to the extent that its ownership of Debt would otherwise cause the Issuer to be subject to any tax under FATCACollateral Trustee, (A) the Issuer (in form and any agent acting on its behalf) is authorized to withhold amounts otherwise distributable substance satisfactory to the investor as compensation for any amounts withheld from payments to or for the benefit of the Issuer as a result of such failure or such ownershipCollateral Manager, and (B) to the extent necessary to avoid an adverse effect on the Issuer that any Secured Debt so transferred will be characterized as a result of debt for U.S. federal income tax purposes immediately following such failure or such ownership, the Issuer will have the right to compel the investor to sell its Debt and, if such person does not sell its Debt within 10 Business Days after notice from the Issuer or its agents, the Issuer will have the right to sell such Debt at a public or private sale called and conducted in any manner permitted by law, and to remit the net proceeds of such sale (taking into account, in addition to other related costs and charges, any taxes incurred by the Issuer in connection with such sale) to such person as payment in full for such Debt. The Issuer may also assign each such Debt a separate securities identifier in the Issuer’s sole discretion. Each Holder agrees that the Issuer, the Collateral Trustee and/or their agents or representatives may (1) provide any information and documentation concerning its investment in its Debt to the U.S. Internal Revenue Service and any other relevant tax authority and (2) take such other steps as they deem necessary or helpful to ensure that the Issuer complies with FATCA and the CRStransfer. (d) Each Holder will be required or deemed to represent that, if it is not a “United States person” (as defined in Section 7701(a)(30) of the Code),Tax Person, it either: (i) itis: (A) is not a bank (or an entity affiliated with a bank) extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business (within the meaning of Section 881(c)(3)(A) of the Code); (B) is not a “10 percent shareholder” with respect to the holder or any beneficial owners of the Preferred Shares Issuer (as determined for U.S. federal income tax purposes) within the meaning of Section 871(h)(3) or Section 881(c)(3)(B) of the Code; and (C) is not a “controlled foreign corporation” within the meaning of Section 957(a) of the Code that is related to the holder or any beneficial owners of the Preferred Shares Issuer (as determined for U.S. federal income tax purposes) within the meaning of Section 881(c)(3)(C) of the Code; (ii) it has provided an IRS Form W-8ECI representing that all payments received or to be received by it from the Issuer are effectively connected with its conduct of a trade or business in within the United States and includible in its gross income; or (iii) has provided an IRS Form W-8BEN-E representing that it is eligible for benefits under an income tax treaty with the United States that eliminates U.S. federal income taxation of payments on U.S. source interest not attributable to a permanent establishment in the DebtUnited States. (e) Each Holder will be required or deemed to agree to provide the Issuer and the Collateral Trustee with certifications necessary to establish that it is not subject to withholding tax under FATCA, and to correct and update such information as necessary. (f) Each Holder represents that 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 Section 385 Rules) that includes a domestic corporation (as defined in Treasury regulations section 1.385-1(c)(4determined 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 Preferred Shares and (ii) (A) the Issuer is a “controlled partnership” (within the meaning of the Section 385 Rules) with respect to which a beneficial owner of Preferred Shares 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 “covered membercontrolled partnership” (as defined in Treasury regulations section 1.385-1(c)(2)), except within the meaning of the Section 385 Rules) with respect to the extent such expanded group; provided that the Issuer or its agents have provided such beneficial owner may acquire Secured Debt in violation of this restriction if it provides the Issuer with an express waiver opinion of this representationnationally recognized U.S. 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 Debt will not cause such Secured Debt to be recharacterized as equity under the Section 385 Rules. (g) Each Holder and beneficial owner of Preferred Shares will be required or deemed to agree to act in accordance with Sections 2.7 and 2.8 of the Fiscal Agency Agreement, as in effect on the Closing Date.

Treatment and Tax Certifications. (a) Each Holder (including, for purposes of this Section 2.13, any beneficial owner of the DebtNotes), by acceptance of such Debt Notes or an interest in such Debt Notes, shall be deemed to have agreedagreed to treat the Secured Notes, to treatthe extent outstanding for U.S. federal income tax purposes, and shall treat, the Issuer as debt and the Debt Preferred Shares as described equity, in the “Certain U.S. Federal Income Tax Considerations” section of the Offering Circular 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 Collateral Trustee or their respective agents with any tax forms or certifications (including, without limitation, an IRS Form W-9, W-9 in the case of 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 Collateral Trustee or their respective agents reasonably request in order to (A) make payments to the Holder it without, or at a reduced rate of, deduction or withholding, (B) qualify for a reduced rate of withholding or deduction in any jurisdiction from or through which they receive payments, and (C) satisfy reporting and other obligations under the Code, Treasury regulationsRegulations, or any other applicable law or regulationregulation (including any cost basis reporting obligation), and will update or replace such tax forms or certifications in accordance with their terms or subsequent amendmentsamendments thereto. Such Each Holder acknowledges shall be deemed to acknowledge 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 ownersuch Holder, or to the Issuer. Amounts and that 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 provide shall be deemed to have agreed that no Secured Notes may be transferred by a Person from which the Issuer or its agents with any correct, complete and accurate information or documentation that may be required is disregarded as separate for the Issuer to comply with FATCA and the CRS and to prevent the imposition of U.S. federal withholding income tax under FATCA on payments to purposes, unless written advice from Xxxx Xxxxxxxx LLP or for Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP or an opinion of other tax counsel of nationally recognized standing in the benefit of the Issuer. In the event United States experienced in such Holder fails to provide such information or documentation, or matters is delivered to the extent that its ownership of Debt would otherwise cause the Issuer to be subject to any tax under FATCATrustee, (A) the Issuer (in form and any agent acting on its behalf) is authorized to withhold amounts otherwise distributable substance satisfactory to the investor as compensation for any amounts withheld from payments to or for the benefit of the Issuer as a result of such failure or such ownershipCollateral Manager, and (B) to the extent necessary to avoid an adverse effect on the Issuer that any Secured Notes so transferred will be characterized as a result of debt for U.S. federal income tax purposes immediately following such failure or such ownership, the Issuer will have the right to compel the investor to sell its Debt and, if such person does not sell its Debt within 10 Business Days after notice from the Issuer or its agents, the Issuer will have the right to sell such Debt at a public or private sale called and conducted in any manner permitted by law, and to remit the net proceeds of such sale (taking into account, in addition to other related costs and charges, any taxes incurred by the Issuer in connection with such sale) to such person as payment in full for such Debt. The Issuer may also assign each such Debt a separate securities identifier in the Issuer’s sole discretion. Each Holder agrees that the Issuer, the Collateral Trustee and/or their agents or representatives may (1) provide any information and documentation concerning its investment in its Debt to the U.S. Internal Revenue Service and any other relevant tax authority and (2) take such other steps as they deem necessary or helpful to ensure that the Issuer complies with FATCA and the CRStransfer. (d) Each Holder will be required or deemed to represent thatHolder, if it is not a “United States person” (as defined in Section 7701(a)(30) of the Code),Tax Person, shall be deemed to have agreed that it either: (i) itis: (A) is not a bank (or an entity affiliated with a bank) extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business (within the meaning of Section 881(c)(3)(A) of the Code); (B) is not a “10 percent shareholder” with respect to of the holder or any Issuer (or, for so long as the Preferred Shares are held by a single beneficial owners owner, such beneficial owner of the Preferred Shares Shares) within the meaning of Section 871(h)(3) or Section 881(c)(3)(B) of the Code; and (C) is not a “controlled foreign corporation” that is related to the holder or any Issuer (or, for so long as the Preferred Shares are held by a single beneficial owners owner, such beneficial owner of the Preferred Shares Shares) within the meaning of Section 881(c)(3)(C) of the Code; (ii) it has provided an IRS Form W-8ECI representing that all payments received or to be received by it from the Issuer are effectively connected with its conduct of a trade or business in within the United States and includible in its gross income; or (iii) has provided an IRS Form W-8BEN-E representing that it is eligible for benefits under an income tax treaty with the United States that eliminates U.S. federal income taxation of payments on U.S. source interest not attributable to a permanent establishment in the DebtUnited States. (e) Each Holder will shall be required or deemed to agree to have agreed that it will provide the Issuer and the Collateral Trustee with certifications necessary to establish that it is not subject to withholding tax under FATCA, and will correct and update such information as necessary. (f) Each Holder represents that Holder, if it is not a United States Tax Person, is not, and will not be, a member of an “expanded group” (within the meaning of the Section 385 Rules) that includes a domestic corporation (as defined in Treasury regulations section 1.385-1(c)(4determined 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 Preferred Shares and (ii) (A) the Issuer is a “controlled partnership” (within the meaning of the Section 385 Rules) with respect to which a beneficial owner of Preferred Shares 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 “covered membercontrolled partnership” (as defined in Treasury regulations section 1.385-1(c)(2)), except within the meaning of the Section 385 Rules) with respect to the extent such expanded group; provided that the Issuer or its agents have provided such beneficial owner may acquire Secured Notes in violation of this restriction if it provides the Issuer with an express waiver opinion of this representationnationally recognized U.S. 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 recharacterized as equity under the Section 385 Rules. (g) Each Holder and beneficial owner of Preferred Shares will shall be required or deemed to agree to act in accordance with Sections 2.7 and 2.8 of the Fiscal Agency Agreement, as in effect on the Closing Date.

Treatment and Tax Certifications. (a) Each Holder (including, for purposes of this Section 2.13, any beneficial owner of the DebtNotes), by acceptance of such Debt Notes or an interest in such Debt Notes shall be deemed to have agreed, agreed to treat, and shall treattreat the Class A Notes, the Issuer Class B Notes and the Debt Class C Notes, to the extent outstanding for U.S. federal income tax purposes, as described debt and the Preferred Shares as equity, in the “Certain U.S. Federal Income Tax Considerations” section of the Offering Circular 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 Collateral Trustee or their respective agents with any properly completed and signed tax forms or certifications (including, without limitation, an IRS Form W-9, 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 successor to such IRS forms) that the Issuer, the Collateral 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, 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 provide agree that no Notes may be transferred by a Person from which the Issuer or its agents with any correct, complete and accurate information or documentation that may be required is disregarded as separate for the Issuer to comply with FATCA and the CRS and to prevent the imposition of U.S. federal withholding income tax under FATCA on payments to purposes, unless written advice from Milbank LLP or for the benefit of the Issuer. In the event such Holder fails to provide such information or documentationWhite & Case LLP, or an opinion of other tax counsel of nationally recognized standing in the United States experienced in such matters is delivered to the extent that its ownership of Debt would otherwise cause the Issuer to be subject to any tax under FATCATrustee, (A) the Issuer (in form and any agent acting on its behalf) is authorized to withhold amounts otherwise distributable substance satisfactory to the investor as compensation for any amounts withheld from payments to or for the benefit of the Issuer as a result of such failure or such ownershipCollateral Manager, and (B) to the extent necessary to avoid an adverse effect on the Issuer that any Class A Notes, Class B Notes or Class C Notes so transferred will be characterized as a result of debt for U.S. federal income tax purposes immediately following such failure or such ownership, the Issuer will have the right to compel the investor to sell its Debt and, if such person does not sell its Debt within 10 Business Days after notice from the Issuer or its agents, the Issuer will have the right to sell such Debt at a public or private sale called and conducted in any manner permitted by law, and to remit the net proceeds of such sale (taking into account, in addition to other related costs and charges, any taxes incurred by the Issuer in connection with such sale) to such person as payment in full for such Debt. The Issuer may also assign each such Debt a separate securities identifier in the Issuer’s sole discretion. Each Holder agrees that the Issuer, the Collateral Trustee and/or their agents or representatives may (1) provide any information and documentation concerning its investment in its Debt to the U.S. Internal Revenue Service and any other relevant tax authority and (2) take such other steps as they deem necessary or helpful to ensure that the Issuer complies with FATCA and the CRS.transfer.. (d) Each Holder will be required or deemed to represent that, if it is not a “United States person” (as defined in Section 7701(a)(30) of the Code),Tax Person, is either: (i) itis: (A) is not a bank (or an entity affiliated with a bank) extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business (within the meaning of Section 881(c)(3)(A) of the Code); (B) is not a “"10 percent shareholder” with respect to the holder or any beneficial owners " of the Preferred Shares Issuer (as determined for U.S. federal income tax purposes) within the meaning of Section 871(h)(3) or Section 881(c)(3)(B) of the Code; and (C) is not a “"controlled foreign corporation” " within the meaning of Section 957(a) of the Code that is related to the holder or any beneficial owners of the Preferred Shares Issuer (as determined for U.S. federal income tax purposes) within the meaning of Section 881(c)(3)(C) of the Code; (ii) it has provided an IRS Form W-8ECI representing that all payments received or to be received by it from the Issuer are effectively connected with its conduct of a trade or business in within the United States and includible in its gross income; or (iii) has provided an IRS Form W-8BEN-E representing that it is eligible for benefits under an income tax treaty with the United States that eliminates U.S. federal income taxation of payments on U.S. source interest not attributable to a permanent establishment in the DebtUnited States. (e) Each Holder represents that, with respect to Regulation S Global Notes, it and each account for which it is acquiring Notes is a Qualified Purchaser. (f) Each Holder will be required or deemed to agree to provide the Issuer and the Collateral Trustee with certifications necessary to establish that it is not subject to withholding tax under FATCA. (f) Each Holder represents that it is not a member of an “expanded group” (, and to correct and update such information as defined in Treasury regulations section 1.385-1(c)(4)) with respect to which a necessary. Such beneficial owner acknowledges that the failure to provide, correct or update such certification as is necessary to establish no withholding tax under FATCA is required will result in the imposition of Preferred Shares is a “covered member” (as defined in Treasury regulations section 1.385-1(c)(2)), except withholding on payments to the extent beneficial owner, and that such amounts withheld by the Issuer or its agents have provided that are, in their sole judgment, required to be so withheld will be treated as having been paid to such beneficial owner with an express waiver of this representationby the Issuer. (g) Each Holder represents 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 Section 385 Rules) 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 Preferred Shares and (ii) (A) the Issuer is a "controlled partnership" (within the meaning of the Section 385 Rules) 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 Section 385 Rules) with respect to such expanded group; provided that such beneficial owner may acquire Notes in violation of Preferred Shares this restriction if it provides the Issuer with an opinion of nationally recognized U.S. tax counsel experienced in such matters, in form and substance satisfactory to the Collateral Manager, to the effect that the acquisition or transfer of Notes will not cause such Notes to be required or deemed to agree to act in accordance with Sections 2.7 and 2.8 of recharacterized as equity under the Fiscal Agency Agreement, as in effect on the Closing DateSection 385 Rules.

Treatment and Tax Certifications. (a) Each Holder (including, for purposes of this Section 2.13, any beneficial owner of the Debt), by acceptance of such Debt or an interest in such Debt Debt, shall be deemed to have agreedagreed to treat the Secured Debt, to treatthe extent outstanding for U.S. federal income tax purposes, and shall treat, the Issuer as debt and the Debt Preferred Shares as described equity, in the “Certain U.S. Federal Income Tax Considerations” section of the Offering Circular 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 Collateral Trustee or their respective agents with any tax forms or certifications (including, without limitation, an IRS Form W-9, 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 Collateral Trustee or their respective agents reasonably request in order to (A) make payments to the Holder beneficial owner without, or at a reduced rate of, deduction or withholding, (B) qualify for a reduced rate of withholding or deduction in any jurisdiction from or through which they receive payments, and (C) satisfy reporting and other obligations under the Code, Treasury regulationsRegulations, or any other applicable law or regulationregulation (including any cost basis reporting obligation), and will update or replace such tax forms or certifications in accordance with their terms or subsequent amendments. Such Holder acknowledges shall be deemed to acknowledge 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 ownersuch Holder, 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 provide shall be deemed to have agreed that no Debt may be transferred by a Person from which the Issuer or its agents with any correct, complete and accurate information or documentation that may be required is disregarded as separate for the Issuer to comply with FATCA and the CRS and to prevent the imposition of U.S. federal withholding income tax under FATCA on payments to purposes, unless written advice from Xxxxxxx and Xxxxxx LLP or for Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP or an opinion of other tax counsel of nationally recognized standing in the benefit of the Issuer. In the event United States experienced in such Holder fails to provide such information or documentation, or matters is delivered to the extent that its ownership of Debt would otherwise cause the Issuer to be subject to any tax under FATCACollateral Trustee, (A) the Issuer (in form and any agent acting on its behalf) is authorized to withhold amounts otherwise distributable substance satisfactory to the investor as compensation for any amounts withheld from payments to or for the benefit of the Issuer as a result of such failure or such ownershipCollateral Manager, and (B) to the extent necessary to avoid an adverse effect on the Issuer that any Debt so transferred will be characterized as a result of debt for U.S. federal income tax purposes immediately following such failure or such ownership, the Issuer will have the right to compel the investor to sell its Debt and, if such person does not sell its Debt within 10 Business Days after notice from the Issuer or its agents, the Issuer will have the right to sell such Debt at a public or private sale called and conducted in any manner permitted by law, and to remit the net proceeds of such sale (taking into account, in addition to other related costs and charges, any taxes incurred by the Issuer in connection with such sale) to such person as payment in full for such Debt. The Issuer may also assign each such Debt a separate securities identifier in the Issuer’s sole discretion. Each Holder agrees that the Issuer, the Collateral Trustee and/or their agents or representatives may (1) provide any information and documentation concerning its investment in its Debt to the U.S. Internal Revenue Service and any other relevant tax authority and (2) take such other steps as they deem necessary or helpful to ensure that the Issuer complies with FATCA and the CRStransfer. (d) Each Holder will be required or deemed to represent thatHolder, if it is not a “United States person” (as defined in Section 7701(a)(30) of the Code),Tax Person, shall be deemed to have agreed that it either: (i) itis: (A) is not a bank (or an entity affiliated with a bank) extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business (within the meaning of Section 881(c)(3)(A) of the Code); (B) is not a “10 percent shareholder” with respect to of the holder or any Issuer (or, for so long as the Preferred Shares are held by a single beneficial owners owner, such beneficial owner of the Preferred Shares Shares) within the meaning of Section 871(h)(3) or Section 881(c)(3)(B) of the Code; and (C) is not a “controlled foreign corporation” that is related to the holder or any Issuer (or, for so long as the Preferred Shares are held by a single beneficial owners owner, such beneficial owner of the Preferred Shares Shares) within the meaning of Section section 881(c)(3)(C) of the Code; (ii) it has provided an IRS Form W-8ECI representing that all payments received or to be received by it from the Issuer are effectively connected with its conduct of a trade or business in within the United States and includible in its gross income; or (iii) has provided an IRS Form W-8BEN-E representing that it is eligible for benefits under an income tax treaty with the United States that eliminates U.S. federal income taxation of payments on U.S. source interest not attributable to a permanent establishment in the DebtUnited States. (e) Each Holder will shall be required or deemed to agree to have agreed that it will provide the Issuer and the Collateral Trustee with certifications necessary to establish that it is not subject to withholding tax under FATCA, and will correct and update such information as necessary. (f) Each Holder represents that Holder, if it is not a United States Tax Person, is not, and will not be, a member of an “expanded group” (within the meaning of the Section 385 Rules) that includes a domestic corporation (as defined in Treasury regulations section 1.385-1(c)(4determined 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 Preferred Shares and (ii) (A) the Issuer is a “controlled partnership” (within the meaning of the Section 385 Rules) with respect to which a beneficial owner of Preferred Shares 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 “covered membercontrolled partnership” (as defined in Treasury regulations section 1.385-1(c)(2)), except within the meaning of the Section 385 Rules) with respect to the extent such expanded group; provided that the Issuer or its agents have provided such beneficial owner may acquire Debt in violation of this restriction if it provides the Issuer with an express waiver opinion of this representationnationally recognized U.S. tax counsel experienced in such matters, in form and substance satisfactory to the Collateral Manager, to the effect that the acquisition or transfer of Debt will not cause such Debt to be recharacterized as equity under the Section 385 Rules. (g) Each Holder and beneficial owner of Preferred Shares will shall be required or deemed to agree to act in accordance with Sections 2.7 and 2.8 of the Fiscal Agency Agreement, as in effect on the Closing Date.