Class G-FX Notes, Class
H-FL Notes or Class H-FX Notes shall in all respects be entitled to the same
benefits under this Indenture as Certificated Notes.
SECTION 2.11
U.S. TAX TREATMENT OF NOTES.
(A)
EACH OF THE ISSUER AND THE CO-ISSUER INTENDS THAT, FOR U.S. FEDERAL
INCOME TAX PURPOSES, THE OFFERED NOTES BE TREATED AS DEBT.
EACH PROSPECTIVE
PURCHASER AND ANY SUBSEQUENT TRANSFEREE OF AN OFFERED NOTE OR ANY INTEREST
THEREIN SHALL, BY VIRTUE OF ITS PURCHASE OR OTHER ACQUISITION OF SUCH OFFERED
NOTE OR INTEREST THEREIN, BE DEEMED TO HAVE AGREED TO TREAT SUCH OFFERED NOTE AS
DEBT FOR U.S. FEDERAL INCOME TAX PURPOSES.
(B)
FOR U.S. FEDERAL, STATE AND LOCAL INCOME AND FRANCHISE TAX PURPOSES,
THE ISSUER AGREES, AND EACH HOLDER OF A NOTE OR ANY INTEREST THEREIN, BY VIRTUE
OF ITS PURCHASE OR OTHER ACQUISITION OF SUCH NOTE OR INTEREST THEREIN, SHALL BE
DEEMED TO HAVE AGREED, TO TREAT THE NOTES AS DEBT AND THE ISSUER AS A QUALIFIED
REIT SUBSIDIARY.
(C)
IF THE ISSUER IS TREATED AS A FOREIGN CORPORATION THAT IS NOT A
QUALIFIED REIT SUBSIDIARY AND IS NOT ENGAGED IN A UNITED STATES TRADE OR
BUSINESS, THE ISSUER SHALL NOT FILE, OR
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CAUSE TO BE FILED, ANY INCOME OR FRANCHISE TAX RETURN IN THE UNITED STATES OR
ANY STATE OF THE UNITED STATES UNLESS IT SHALL HAVE OBTAINED ADVICE FROM
CADWALADER, WICKERSHAM & TAFT LLP OR AN OPINION OF OTHER NATIONALLY RECOGNIZED
U.S. TAX COUNSEL EXPERIENCED IN SUCH MATTERS PRIOR TO SUCH FILING THAT, UNDER
THE LAWS OF SUCH JURISDICTION, THE ISSUER IS REQUIRED TO FILE SUCH INCOME OR
FRANCHISE TAX RETURN.
(D)
EACH HOLDER OF NOTES SHALL TIMELY FURNISH TO THE ISSUER, THE CO-ISSUER
OR ITS AGENTS ANY U.S. FEDERAL INCOME TAX FORM OR CERTIFICATION (SUCH AS IRS
FORM W-8BEN (CERTIFICATION OF FOREIGN STATUS OF BENEFICIAL OWNER) (WITH PART III
MARKED), IRS FORM W-8IMY (CERTIFICATION OF FOREIGN INTERMEDIARY STATUS), IRS
FORM W-9 (REQUEST FOR TAXPAYER IDENTIFICATION NUMBER AND CERTIFICATION), OR IRS
FORM W-8ECI (CERTIFICATION OF FOREIGN PERSON'S CLAIM FOR EXEMPTION FROM
WITHHOLDING ON INCOME EFFECTIVELY CONNECTED WITH CONDUCT OF A U.S. TRADE OR
BUSINESS) OR ANY SUCCESSORS TO SUCH IRS FORMS THAT THE ISSUER, THE CO-ISSUER OR
ITS AGENTS MAY REASONABLY REQUEST AND SHALL UPDATE OR REPLACE SUCH FORMS OR
CERTIFICATION IN ACCORDANCE WITH ITS TERMS OR ITS SUBSEQUENT AMENDMENTS.
(E)
IF THE ISSUER IS NO LONGER A QUALIFIED REIT SUBSIDIARY AND IS TREATED
AS A FOREIGN CORPORATION THAT WILL NOT BE TREATED AS ENGAGED IN A TRADE OR
BUSINESS IN THE UNITED STATES FOR U.S. FEDERAL INCOME TAX PURPOSES, IN THE CASE
OF THE PREFERRED SHARES AND ANY CLASS OF NOTES THAT IS DEEMED EQUITY FOR U.S.
FEDERAL INCOME TAX PURPOSES BY THE INTERNAL REVENUE SERVICE (THE "IRS"), IF THE
HOLDER OF SUCH SECURITY SO REQUESTS, THE ISSUER AGREES TO TIMELY PROVIDE EACH
HOLDER OF SUCH A SECURITY WITH ANY TAX INFORMATION THAT SUCH HOLDER REASONABLY
REQUIRES IN ORDER TO COMPLY WITH ANY APPLICABLE U.S. FEDERAL INCOME TAX
REPORTING OR