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nt to the Offer. This discussion is based upon the Internal Revenue C=de of 1986, as amended to the date hereof (the "Code"), existing and=proposed Treasury Regulations, administrative pronouncements and judicial decisions, changes to which could materially affect the tax consequences described her=in and could be m
n. (a) The information set forth in Section 9 of the Offer to Purchase is incorporated herein by reference. (b) Not applicable. Item 3. Purpose of the Tender Offer and Plans or Proposals of the Issuer or Affiliate. (a)-(j) The information set forth in the Introduction to and in the section entitled "Background
timate sentence of each of Treasury Regulations Sections 1.704-2(i)(5) and 1.704-2(g); and (b) debit such Capital Account by the items described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6). The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisi
nds to the Affiliated Members. 3.2.5 Unless otherwise agreed with a particular Member, after thirty (30) calendar days following the completion of the Tender Offer, each Member shall be released from further obligations with respect to its unfunded Capital Commitment except to the extent as reasonably determin
enultimate sentence of each of Treasury Regulations Sections 1.704-2(i)(5) and 1.704-2(g); and debit such Capital Account by the items described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6). The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provis
nds to the Affiliated Members. 3.2.5 Unless otherwise agreed with a particular Member, after thirty (30) calendar days following the completion of the Tender Offer, each Member shall be released from further obligations with respect to its unfunded Capital Commitment except to the extent as reasonably determ
Entities connected to both Treasury Regulations and the Tender Offer

United States
LOCATIONPrincipal Place of Business and Registered Offices
ORGANIZATIONCayman Corporate Centre
ORGANIZATIONCapital Reserves
LOCATIONthe Carried Interest
ORGANIZATIONGeorge Town
PERSON
the Cayman Islands
LOCATIONAdjusted Capital
ORGANIZATIONArticles IV
ORGANIZATIONthe U.S. Bank Holding Company Act
ORGANIZATIONLondon Branch
ORGANIZATIONRegistrar
ORGANIZATIONEric Meyer
PERSONWNL Limited
ORGANIZATIONthe Limited Liability Companies Law
ORGANIZATIONLong Term Insured Credit Fund
ORGANIZATIONthe Register of Limited Liability Companies
ORGANIZATIONCapital Commitments and
ORGANIZATIONAmbac Assurance UK Limited
ORGANIZATIONBallantyne Re, plc
ORGANIZATION