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EFTA01365622

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"Synthetic Security": A Registered U.S. Dollar denominated swap transaction, structured bond investment or other investment purchased from, or entered into with, a counterparty, which investment has returns linked to credit performance of a reference obligor or one or more reference obligations. "Tax Event": Am new, or change in any. U.S. or non-U.S. tax statute. treaty. regulation. rule. ruling, practice. procedure or judicial decision or interpretation which results in (a) any portion of any payment due from any issuer under any Collateral Obligation becoming subject to the imposition of U.S. or non-U.S. withholding tax (other than withholding tax with respect to (i) commitment and similar fees associated with Credit Facilities or Pre-Funded Letters of Credit or (ii) dividends in respect of Equity Securities), which withholding tax is not compensated for by a "gross up- payment or (b) any jurisdiction imposing net income, profits, or a similar tax on the Issuer, and, as to any Due Period, such non-compensated withholding tax or net tax imposed on the Issuer equals an amount equivalent to 5% or more of the aggregate scheduled interest distributions on Collateral Obligations during such Due Period. Withholding taxes imposed under Sections 1471 through 1474 of the Code shall be disregarded in applying the definition of Tax Event, except that a Tax Event will also occur if (i) FATCA Compliance Costs over the remaining period that any Securities would remain outstanding (disregarding any redemption of Notes or Preferred Shares arising front a Tax Event under this sentence), as reasonably estimated by the Issuer (or the Investment Manager acting on behalf of the Issuer) are expected to be incurred in an aggregate amount in excess of $250,000, and (ii) am• such withholding taxes are imposed (or are reasonably expected by the Issuer or the Investment Manager acting on its behalf to be imposed) in an aggregate amount in excess of $500,000. "Tax Jurisdicti

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