“Disregarded Entity” means an entity that, pursuant to Treas. Reg. § 301.7701-2(c)(2), is disregarded for U.S. federal income Tax purposes as an entity separate from its owner.

No Credit Party is a Covered Entity.

No Loan Party has been known by any other corporate name in the past five years and no Loan Party sells Inventory under any other name except as set forth on [Schedule 5.21], nor has any Loan Party been the surviving company of a merger or consolidation or acquired all or substantially all of the assets of any Person during the preceding five (5) years.

Affiliated Entity. An entity which is affiliated by common ownership or control with the Company.

Covered Entity No Borrower is a Covered Entity

“Non-U.S. Lender” means # a Lender that is neither a Disregarded Entity nor a U.S. Person, and # a Lender that is a Disregarded Entity and that is treated for U.S. federal income Tax purposes as having as its sole member a Person that is not a U.S. Person.

“Disregarded Entity” means a Subsidiary that is a flow-through entity (i.e., a partnership or a disregarded entity) for United States federal income tax purposes and has no material assets other than Equity Interests of one or more Subsidiaries that are “controlled foreign corporations” within the meaning of Section 957(a) of the Internal Revenue Code (each such controlled foreign corporation, a “CFC”).

Transferor is not a disregarded entity as defined in §1.1445-2(b)(2)(iii);

​ is not a disregarded entity as defined in Reg. §1.1445-2(b)(2)(iii);

“Disregarded Domestic Person” means any direct or indirect Domestic Subsidiary that is treated as a disregarded entity for U.S. federal income tax purposes, if it holds no material assets other than the equity of one or more direct or indirect Foreign Subsidiaries that are CFCs or other Disregarded Domestic Persons.

“U.S. Person” means a “United States person” within the meaning of Section 7701(a)(30) of the Code and any disregarded entity (for U.S. Federal income tax purposes) owned by any such person.

“CFC” has the meaning set forth in the definition of “Disregarded Entity”. “Change in Jurisdiction” has the meaning set forth in [Section 2.18(a)]. “Change in Law” has the meaning set forth in [Section 8.03].

#Section 4.21(k) of the EnTrust Disclosure Schedule sets forth the classification of each EnTrust Entity for U.S. federal income Tax purposes. Since their formation, the EnTrust Entities and EnTrust Funds have been properly treated as a “partnership” or “disregarded entity” under the Code and the Treasury Regulations unless otherwise indicated thereon.

#Section 5.21(k) of the Permal Disclosure Schedule sets forth the classification of each Permal Entity for U.S. federal income Tax purposes. Since their formation, the Permal Entities and Permal Funds have been properly treated as a “partnership” or “disregarded entity” under the Code and the Treasury Regulations unless otherwise indicated thereon.

Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. For U.S. tax purposes (including [Section 1445]), the owner of a disregarded entity (which has legal title to a U.S. real property interest under local law) will be the transferor of the property and not the disregarded entity. To inform the transferee that withholding of tax is not required upon the transfer of a U.S. real property interest by ​ to the transferee, the undersigned hereby certifies the following on behalf of ​:

certificates of each Seller (or if any Seller is a disregarded entity for U.S. federal income Tax purposes, its regarded owner) satisfying the requirements of Treasury Regulations Section 1.1445-2(b)(2) or IRS Form W-9;

fail to file its own tax returns (unless ​ is treated as a “disregarded entity” for tax purposes and is not required to file tax returns under applicable law or unless ​ is prohibited by applicable Legal Requirements from doing so);

“CFC Holding Company” means any Domestic Subsidiary that is a disregarded entity for United States federal income tax purposes and substantially all of the assets of which consist of the Equity Interests of one or more non-Domestic Subsidiaries that are CFCs.

The ​ qualifies, and has since the date of its formation qualified, as disregarded as an entity separate from its owner for U.S. federal, state and local income Tax purposes and neither the ​ nor any Taxing authority has taken a position inconsistent with such treatment;

Transfers to a Related Entity. In the event you transfer to an Affiliate as a result of actions by the Company, any reference to “Company” in this Annex A will be deemed to refer to such Affiliate in addition to the Company.