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 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 Secured Debt, 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 Collateral Trustee or their respective agents with any tax forms or certifications (including, without limitation, an 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 Collateral Trustee or their respective agents reasonably request in order to (A) make payments to the 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 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 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 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 Secured Notes and, if such person does not sell its Secured Notes within 10 Business Days after notice from the Issuer or its agents, the Issuer will have the right to sell such 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 Secured Notes. The Issuer may also assign each such 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 Secured Notes to the 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 Tax Person, it either: (i) is: (A) 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) not a “10 percent shareholder” of the Issuer (or its sole owner, as applicable) within the meaning of Section 871(h)(3) of the Code; and (C) not a “controlled foreign corporation” within the meaning of Section 957(a) of the Code that is related to the Issuer (or its sole owner, as applicable) within the meaning of Section 881(c)(3)(C) of the Code; (ii) 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 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 U.S. source interest not attributable to a permanent establishment in the United States. (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, and to correct and update such information as necessary. (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 Secured Debt in violation of 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 Secured Debt will not cause such Secured Debt to be recharacterized as equity under the Section 385 Rules. (h) 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 Debt, shall be deemed to have agreed, agreed to treat, and shall treat, treat the Secured Debt, 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 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 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 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 beneficial owner acknowledges Holder 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 beneficial owner Holder 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 shall be required for the Issuer deemed 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 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 Secured Notes and, if such person does not sell its Secured Notes within 10 Business Days after notice from the Issuer or its agents, the Issuer will have the right to sell such 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 Secured Notes. The Issuer may also assign each such 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 Secured Notes to the 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 agreed 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 Xxxxxxx and Xxxxxx 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. (ed) Each Holder will be required or deemed to represent thatHolder, if it is not a United States Tax Person, shall be deemed to have agreed that it either: (i) is: (A) 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) not a “10 percent shareholder” of the Issuer (or its sole or, for so long as the Preferred Shares are held by a single beneficial owner, as applicablesuch beneficial owner of the Preferred Shares) within the meaning of Section 871(h)(3) of the Code; and (C) not a “controlled foreign corporation” within the meaning of Section 957(a) of the Code that is related to the Issuer (or its sole or, for so long as the Preferred Shares are held by a single beneficial owner, as applicablesuch beneficial owner of the Preferred Shares) within the meaning of Section section 881(c)(3)(C) of the Code; (ii) 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 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 U.S. source interest not attributable to a permanent establishment in the United States. (fe) 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 will correct and update such information as necessary. (gf) Each Holder represents thatHolder, 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 Secured Debt in violation of 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 Secured Debt will not cause such Secured Debt to be recharacterized as equity under the Section 385 Rules. (hg) 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 Secured DebtNotes), by acceptance of such Secured Debt Notes or an interest in such Secured Debt Notes, shall be deemed to have agreed, agreed to treat, and shall treat, treat the Secured DebtNotes, 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 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 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 beneficial owner 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 beneficial owner acknowledges Each Holder 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 beneficial owner Holder 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 shall be required for the Issuer deemed 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 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 Secured Notes and, if such person does not sell its Secured Notes within 10 Business Days after notice from the Issuer or its agents, the Issuer will have the right to sell such 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 Secured Notes. The Issuer may also assign each such 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 Secured Notes to the 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 agreed that no Secured Debt Notes 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 Notes so transferred will be characterized as debt for U.S. federal income tax purposes immediately following such transfer. (ed) Each Holder will be required or deemed to represent thatHolder, if it is not a United States Tax Person, shall be deemed to have agreed that it either: (i) is: (A) 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) not a “10 percent shareholder” of the Issuer (or its sole or, for so long as the Preferred Shares are held by a single beneficial owner, as applicablesuch beneficial owner of the Preferred Shares) within the meaning of Section 871(h)(3) of the Code; and (C) not a “controlled foreign corporation” within the meaning of Section 957(a) of the Code that is related to the Issuer (or its sole or, for so long as the Preferred Shares are held by a single beneficial owner, as applicablesuch beneficial owner of the Preferred Shares) within the meaning of Section 881(c)(3)(C) of the Code; (ii) 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 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 U.S. source interest not attributable to a permanent establishment in the United States. (fe) 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 will correct and update such information as necessary. (gf) Each Holder represents thatHolder, 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 Secured Debt Notes in violation of 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 Secured Debt Notes will not cause such Secured Debt Notes to be recharacterized as equity under the Section 385 Rules. (hg) 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 Secured Debt), by acceptance of such Secured Debt or an interest in such Secured Debt shall be deemed to have agreed, agreed to treat, and shall treat, the Secured Debt, 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 Collateral Trustee or their respective agents with any tax forms or certifications (including, without limitation, an 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 applicable successor forms), ) that the Issuer, the Collateral Trustee or their respective agents reasonably request in order to (A) make payments to the beneficial owner 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 beneficial owner 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 beneficial owner Holder 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 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 Secured Notes and, if such person does not sell its Secured Notes within 10 Business Days after notice from the Issuer or its agents, the Issuer will have the right to sell such 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 Secured Notes. The Issuer may also assign each such 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 Secured Notes to the 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 agree 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 Xxxxxxx and Xxxxxx 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. (ed) Each Holder will be required or deemed to represent that, if it is not a United States Tax Person, it either: (i) is: (A) 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) not a “10 percent shareholder” of the Issuer (or its sole owner, as applicabledetermined for U.S. federal income tax purposes) within the meaning of Section 871(h)(3) of the Code; and (C) not a “controlled foreign corporation” within the meaning of Section 957(a) of the Code that is related to the Issuer (or its sole owner, as applicabledetermined for U.S. federal income tax purposes) within the meaning of Section 881(c)(3)(C) of the Code; (ii) 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 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 U.S. source interest not attributable to a permanent establishment in the United States. (fe) 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. (gf) 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 Secured Debt in violation of 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 Secured Debt will not cause such Secured Debt to be recharacterized as equity under the Section 385 Rules. (hg) 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 DebtNotes), by acceptance of such Secured Debt Notes or an interest in such Secured Debt Notes shall be deemed to have agreed, agreed to treat, and shall treattreat the Class A Notes, the Secured DebtClass B Notes and the Class C 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 Collateral Trustee or their respective agents with any properly completed and signed tax forms or certifications (including, without limitation, an 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 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 beneficial owner 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 beneficial owner 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 beneficial owner Holder 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 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 Secured Notes and, if such person does not sell its Secured Notes within 10 Business Days after notice from the Issuer or its agents, the Issuer will have the right to sell such 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 Secured Notes. The Issuer may also assign each such 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 Secured Notes to the 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 agree that no Secured Debt Notes 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 Milbank LLP or Xxxxxx Xxxxxxxx Xxxxx White & Xxxxxxxx LLP 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 Collateral Trustee, in form and substance satisfactory to the Collateral Manager, to the effect that any Secured Debt Class A Notes, Class B Notes or Class C Notes so transferred will be characterized as debt for U.S. federal income tax purposes immediately following such transfer... (ed) Each Holder will be required or deemed to represent that, if it is not a United States Tax Person, it is either: (i) is: (A) 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) not a “"10 percent shareholder” " of the Issuer (or its sole owner, as applicabledetermined for U.S. federal income tax purposes) within the meaning of Section 871(h)(3) of the Code; and (C) not a “"controlled foreign corporation” " within the meaning of Section 957(a) of the Code that is related to the Issuer (or its sole owner, as applicabledetermined for U.S. federal income tax purposes) within the meaning of Section 881(c)(3)(C) of the Code; (ii) 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 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 U.S. source interest not attributable to a permanent establishment in the United 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, and to correct and update such information as 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 withholding on payments to the beneficial owner, and that such amounts withheld by the Issuer or its agents that are, in their sole judgment, required to be so withheld will be treated as having been paid to such beneficial owner by 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 Secured Debt Notes in violation of 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 Secured Debt Notes will not cause such Secured Debt Notes to be recharacterized as equity under the Section 385 Rules. (h) 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 Secured Debt, to the extent outstanding for U.S. federal income tax purposes, as debt Issuer and the Preferred Shares Debt as equity, described in each case, 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, an IRS Form W-9 in the case of a Person that is a United States Tax Person or W-9, 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 beneficial owner 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 beneficial owner 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 beneficial owner Holder 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 Secured Notes 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 Secured Notes Debt and, if such person does not sell its Secured Notes Debt within 10 Business Days after notice from the Issuer or its agents, the Issuer will have the right to sell such Secured Notes 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 Secured NotesDebt. The Issuer may also assign each such Secured Notes Debt 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 Secured Notes Debt to the IRS 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 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 Tax Person, it either:person” (as defined in Section 7701(a)(30) of the Code), (i) isit: (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 Issuer (or its sole owner, as applicable) 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” within the meaning of Section 957(a) of the Code that is related to the Issuer (holder or its sole owner, as applicable) 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 within in 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 U.S. source interest not attributable to a permanent establishment in payments on the United StatesDebt. (fe) 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. (gf) Each Holder represents that, if that 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 trustsdefined in Treasury regulations section 1.385-1(c)(4), 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 which a beneficial owner of Preferred Shares is a “covered member” (B) as defined in Treasury regulations section 1.385-1(c)(2)), except to the extent that 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; its agents have provided that such beneficial owner may acquire Secured Debt in violation with an express waiver of 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 Secured Debt will not cause such Secured Debt to be recharacterized as equity under the Section 385 Rulesrepresentation. (hg) 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 DebtNotes), by acceptance of such Secured Debt Notes or an interest in such Secured Debt Notes, shall be deemed to have agreed, agreed to treat, and shall treat, treat the Secured DebtNotes, 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 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 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 beneficial owner 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 beneficial owner acknowledges Each Holder 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 beneficial owner Holder 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 shall be required for the Issuer deemed 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 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 Secured Notes and, if such person does not sell its Secured Notes within 10 Business Days after notice from the Issuer or its agents, the Issuer will have the right to sell such 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 Secured Notes. The Issuer may also assign each such 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 Secured Notes to the 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 agreed that no Secured Debt Notes 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 Milbank 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 Notes so transferred will be characterized as debt for U.S. federal income tax purposes immediately following such transfer. (ed) Each Holder will be required or deemed to represent thatHolder, if it is not a United States Tax Person, shall be deemed to have agreed that it either: (i) is: (A) 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) not a “10 percent shareholder” of the Issuer (or its sole or, for so long as the Preferred Shares are held by a single beneficial owner, as applicablesuch beneficial owner of the Preferred Shares) within the meaning of Section 871(h)(3) of the Code; and (C) not a “controlled foreign corporation” within the meaning of Section 957(a) of the Code that is related to the Issuer (or its sole or, for so long as the Preferred Shares are held by a single beneficial owner, as applicablesuch beneficial owner of the Preferred Shares) within the meaning of Section 881(c)(3)(C) of the Code; (ii) 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 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 U.S. source interest not attributable to a permanent establishment in the United States. (fe) 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 will correct and update such information as necessary. (gf) Each Holder represents thatHolder, 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 Secured Debt Notes in violation of 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 Secured Debt Notes will not cause such Secured Debt Notes to be recharacterized as equity under the Section 385 Rules. (hg) 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 Secured Debt), by acceptance of such Secured Debt or an interest in such Secured Debt Debt, shall be deemed to have agreed, agreed to treat, and shall treat, treat the Secured Debt, 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 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 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 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 beneficial owner acknowledges Holder 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 beneficial owner Holder 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 shall be required for the Issuer deemed 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 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 Secured Notes and, if such person does not sell its Secured Notes within 10 Business Days after notice from the Issuer or its agents, the Issuer will have the right to sell such 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 Secured Notes. The Issuer may also assign each such 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 Secured Notes to the 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 agreed 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. (ed) Each Holder will be required or deemed to represent thatHolder, if it is not a United States Tax Person, shall be deemed to have agreed that it either: (i) is: (A) 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) not a “10 percent shareholder” of the Issuer (or its sole or, for so long as the Preferred Shares are held by a single beneficial owner, as applicablesuch beneficial owner of the Preferred Shares) within the meaning of Section 871(h)(3) of the Code; and (C) not a “controlled foreign corporation” within the meaning of Section 957(a) of the Code that is related to the Issuer (or its sole or, for so long as the Preferred Shares are held by a single beneficial owner, as applicablesuch beneficial owner of the Preferred Shares) within the meaning of Section 881(c)(3)(C) of the Code; (ii) 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 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 U.S. source interest not attributable to a permanent establishment in the United States. (fe) 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. (gf) Each Holder represents thatHolder, 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 Secured Debt in violation of 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 Secured Debt will not cause such Secured Debt to be recharacterized as equity under the Section 385 Rules. (hg) 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 Secured DebtNotes), by acceptance of such Secured Debt Notes or an interest in such Secured Debt Notes shall be deemed to have agreed, agreed to treat, and shall treat, the Secured DebtNotes, 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 Collateral Trustee or their respective agents with any tax forms or certifications (including, without limitation, an 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 applicable successor forms), ) that the Issuer, the Collateral Trustee or their respective agents reasonably request in order to (A) make payments to the beneficial owner 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 beneficial owner 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 beneficial owner Holder 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 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 Secured Notes and, if such person does not sell its Secured Notes within 10 Business Days after notice from the Issuer or its agents, the Issuer will have the right to sell such 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 Secured Notes. The Issuer may also assign each such 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 Secured Notes to the 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 agree that no Secured Debt Notes 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 Milbank 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 Notes so transferred will be characterized as debt for U.S. federal income tax purposes immediately following such transfer. (ed) Each Holder will be required or deemed to represent that, if it is not a United States Tax Person, it either: (i) is: (A) 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) not a “10 percent shareholder” of the Issuer (or its sole owner, as applicabledetermined for U.S. federal income tax purposes) within the meaning of Section 871(h)(3) of the Code; and (C) not a “controlled foreign corporation” within the meaning of Section 957(a) of the Code that is related to the Issuer (or its sole owner, as applicabledetermined for U.S. federal income tax purposes) within the meaning of Section 881(c)(3)(C) of the Code; (ii) 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 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 U.S. source interest not attributable to a permanent establishment in the United States. (fe) 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. (gf) 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 Secured Debt Notes in violation of 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 Secured Debt Notes will not cause such Secured Debt Notes to be recharacterized as equity under the Section 385 Rules. (hg) 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.