Extract to table

Under Section 6 of the Tax Concessions Act, the Governor in Cabinet may grant an undertaking to an exempted company (or an exempted limited partnership, trust, or other qualifying entity) providing that, in the event any legislation is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains, or appreciations, or any tax in the nature of estate duty or inheritance tax, such tax shall not be applicable to the exempted company or to any of its operations

holders, including the treatment of the original issue discount of $12,750,000; (ii) FATCA implications for a Cayman Islands issuer, including DEH's obligations under the Cayman Islands' Model 1 intergovernmental agreement with the United States; (iii) withholding and reporting obligations under the Internal Revenue Code of 1986, as amended, including the obligations of the Paying Agent (Beacon Fiduciary Services LLC) and the Issuers; and (iv) IRS Form W-8 requirements for holders of the Notes, including the specific forms and certifications that must be provided by non-U

Under the Model 1 IGA, DEH (or, more precisely, the Cayman Islands financial institution through which DEH's obligations are reported) is required to identify U

Documentation — Closing Binder Upon receipt, the Tax Undertaking certificate shall be included in the closing binder as a required transaction document

The Tax Undertaking shall be referenced in the Officers' Certificate and the Secretary's/Director's Certificate to be delivered by DEH at closing

Copies of the Tax Undertaking shall be provided to Northgate Trust Company, N