Extract to table

The Board Resolutions examined by us were duly passed at a properly convened and quorate meeting of the board of directors of DTL (or, to the extent any resolution was passed as a written resolution, in accordance with the procedures prescribed by Part 13 of the Companies Act 2006 and the Articles of DTL), that such resolutions accurately record the proceedings at such meeting, that all directors who participated in such meeting disclosed any personal interests as required by the Companies Act 2006 and the Articles, that such resolutions remain in full force and effect and have not been rescinded, varied, or superseded, and that no further board or shareholder resolution is required to authorize the execution, delivery, and performance of the DTL Opinion Documents

We further note that, even if a limitation on the objects of DTL existed, Section 39(1) of the Companies Act 2006 provides that the validity of an act done by a company shall not be called into question on the ground of lack of capacity by reason of anything in the company's constitution

No Governmental Approvals Required No filing, registration, consent, approval, authorization, license, permit, or order of any governmental authority, regulatory body, or agency in England and Wales is required in connection with the execution, delivery, and performance by DTL of the DTL Opinion Documents, other than the registration of the charges created by the Debenture at Companies House as required by Part 25 of the Companies Act 2006, which registration must be effected within the prescribed period following the creation of the charges

Withholding Tax No United Kingdom withholding tax is required to be deducted or withheld from payments of principal made by DTL under the Guarantee

25 of the Insolvency (England and Wales) Rules 2016, where, before the company goes into liquidation, there have been mutual credits, mutual debts, or other mutual dealings between the company and any creditor, an account must be taken of what is due from each party to the other, and the sums due from one party must be set off against the sums due from the other

Under Section 5 of the Limitation Act 1980, an action founded on a simple contract must be brought within six (6) years from the date on which the cause of action accrued