TO A BENEFIT PLAN OR AN ENTITY WHOSE UNDERLYING ASSETS
INCLUDE ASSETS OF ANY BENEFIT PLAN.
(VII)
THE OWNER SHALL NOT, AT ANY TIME, OFFER TO BUY OR OFFER TO SELL THE
NOTES BY ANY FORM OF GENERAL SOLICITATION OR ADVERTISING, INCLUDING, BUT NOT
LIMITED TO, ANY ADVERTISEMENT, ARTICLE, NOTICE OR OTHER COMMUNICATION PUBLISHED
IN ANY NEWSPAPER, MAGAZINE OR SIMILAR MEDIUM OR BROADCAST OVER TELEVISION OR
RADIO OR AT A SEMINAR OR MEETING WHOSE ATTENDEES HAVE BEEN INVITED BY GENERAL
SOLICITATIONS OR ADVERTISING.
(VIII)
THE OWNER IS NOT A MEMBER OF THE PUBLIC IN THE CAYMAN ISLANDS, WITHIN
THE MEANING OF SECTION 194 OF THE CAYMAN ISLANDS COMPANIES LAW (2007 REVISION),
UNLESS THE ISSUER HAS BEEN LISTED ON THE CAYMAN ISLANDS STOCK EXCHANGE.
(IX)
THE OWNER UNDERSTANDS THAT THE ISSUER, CO-ISSUER, TRUSTEE OR PAYING
AGENT SHALL REQUIRE CERTIFICATION ACCEPTABLE TO IT (A) AS A CONDITION TO THE
PAYMENT OF PRINCIPAL OF AND INTEREST ON ANY NOTES WITHOUT, OR AT A REDUCED RATE
OF, U.S. WITHHOLDING OR BACKUP WITHHOLDING TAX, AND (B) TO ENABLE THE ISSUER,
CO-ISSUER, TRUSTEE AND PAYING AGENT TO DETERMINE THEIR DUTIES AND LIABILITIES
WITH RESPECT TO ANY TAXES OR OTHER CHARGES THAT THEY MAY BE REQUIRED TO PAY,
DEDUCT OR WITHHOLD FROM PAYMENTS IN RESPECT OF SUCH NOTES OR THE HOLDER OF SUCH
NOTES UNDER ANY PRESENT OR FUTURE LAW OR REGULATION OF THE CAYMAN ISLANDS OR THE
UNITED STATES OR ANY PRESENT OR FUTURE LAW OR REGULATION OF ANY POLITICAL
SUBDIVISION THEREOF OR TAXING AUTHORITY THEREIN OR TO COMPLY WITH ANY REPORTING
OR OTHER REQUIREMENTS UNDER ANY SUCH LAW OR REGULATION.
SUCH CERTIFICATION MAY
INCLUDE U.S. FEDERAL INCOME TAX FORMS (SUCH AS IRS FORM W-8BEN (CERTIFICATION OF
FOREIGN STATUS OF BENEFICIAL OWNER), 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).
IN ADDITION, THE
ISSUER, CO-ISSUER, TRUSTEE OR PAYING AGENT MAY REQUIRE CERTIFICATION ACCEPTABLE
TO IT TO ENABLE THE ISSUER TO QUALIFY FOR A REDUCED RATE OF WITHHOLDING IN ANY
JURISDICTION FROM OR THROUGH WHICH THE ISSUER RECEIVES PAYMENTS ON ITS ASSETS.
EACH OWNER AGREES TO PROVIDE ANY CERTIFICATION REQUESTED PURSUANT TO THIS
102
PARAGRAPH AND TO UPDATE OR REPLACE SUCH FORM OR CERTIFICATION IN ACCORDANCE WITH
ITS TERMS OR ITS SUBSEQUENT AMENDMENTS.
(X)
THE OWNER HEREBY AGREES THAT, FOR PURPOSES OF U.S. FEDERAL, STATE AND
LOCAL INCOME AND FRANCHISE TAX AND ANY OTHER INCOME TAXES, (A) THE NOTES WILL BE
TREATED AS INDEBTEDNESS, AND (B) THE PREFERRED SHARES WILL BE TREATED AS EQUITY;
THE OWNER AGREES TO SUCH TREATMENT AND AGREES TO TAKE NO ACTION INCONSISTENT
WITH SUCH TREATMENT, UNLESS REQUIRED BY LAW.
(XI)
THE OWNER, IF NOT A "UNITED STATES PERSON" (AS DEFINED IN SECTION
7701(A)(30) OF THE CODE), EITHER:
(A) IS NOT A BANK (WITHIN THE MEANING OF
SECTION 881(C)(3)(A) OF