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 (2004
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
86
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 THE CODE); (B) IF SUCH OWNER IS A BANK (WITHIN THE
MEANING OF SECTION 881(C)(3)(A) OF THE CODE), AFTER GIVING EFFECT TO ITS
PURCHASE OF THE NOTES, THE OWNER (X) WILL NOT OWN A MAJORITY OF THE PREFERRED
SHARES (BY NUMBER) OR 50% BY VALUE OF THE AGGREGATE OF THE PREFERRED AND ALL
CLASSES OF NOTES THAT ARE TREATED AS EQUITY FOR US FEDERAL INCOME TAX PURPOSES
EITHER DIRECTLY OR INDIRECTLY, AND WILL NOT OTHERWISE BE RELATED