Tax Deliveries. The EnTrust Contributor shall have delivered to the Permal Contributor a properly executed certificate, dated as of the Closing Date, reasonably satisfactory to the Permal Contributor and that complies with Section 1445 of the Code and U.S. Treasury Regulation [[section 1.1445-2]2]]2], establishing that the EnTrust Contributor is exempt from withholding any amount under this Agreement pursuant to U.S. Treasury Regulation [[section 1.1445-2]2]]2], provided, however, that the Permal Contributor’s only recourse for the EnTrust Contributor’s failure to provide such certificate or any defect in such certificate shall be the ability to withhold tax under this Agreement as required by applicable Law.

Tax Deliveries. The EnTrustPermal Contributor shall have delivered to the PermalEnTrust Contributor a properly executed certificate, dated as of the Closing Date, reasonably satisfactory to the PermalEnTrust Contributor and that complies with Section 1445 of the Code and U.S. Treasury Regulation [[section 1.1445-2]2]]2], establishing that the EnTrustPermal Contributor is exempt from withholding any amount under this Agreement pursuant to U.S. Treasury Regulation [[section 1.1445-2]2]]2], provided, however, that the PermalEnTrust Contributor’s only recourse for the EnTrustPermal Contributor’s failure to provide such certificate or any defect in such certificate shall be the ability to withhold tax under this Agreement as required by applicable Law.