(v) any tax, assessment or other governmental charge required to be withheld by any
paying agent from any payment of principal of or interest on any note if that payment can be made without withholding by any other paying agent;
(vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure of a beneficial owner or any holder of notes to comply with our request or a request of our
agent to satisfy certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of the beneficial owner or any holder of the notes that such beneficial
owner or holder is legally able to deliver (including, but not limited to, the requirement to provide Internal Revenue Service Forms
W-8BEN,
W-8BEN-E,
Forms
W-8ECI,
or any subsequent versions thereof or successor thereto, and including, without limitation, any
documentation requirement under an applicable income tax treaty);
(vii) any tax, assessment or other governmental charge
imposed on interest received by (1) a 10% shareholder (as defined in Section 871(h)(3)(B) of the U.S. Internal Revenue Code of 1986, as amended (the Code), and the regulations that may be promulgated thereunder) of the Company
or (2) a controlled foreign corporation that is related to us within the meaning of Section 864(d)(4) of the Code, or (3) a bank receiving interest described in Section 881(c)(3)(A) of the Code, to the extent such tax, assessment
or other governmental charge would not have been imposed but for the beneficial owners status as described in
sub-clauses
(1) through (3) of this clause (vii);
(viii) any tax, assessment or other governmental charge that is imposed or withheld solely by reason of a change in law, regulation or
administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(ix) any tax, assessment or other governmental charge required to be withheld or deducted under Sections 1471 through 1474 of the Code (or any amended or successor version of such Sections)
(FATCA), any regulations or other guidance thereunder, or any agreement (including any intergovernmental agreement) entered into in connection therewith; or any law, regulation or other official guidance enacted in any jurisdiction
implementing FATCA or an intergovernmental agreement in respect of FATCA; or
(x) any combination of items (i), (ii), (iii),
(iv), (v), (vi), (vii), (viii) and (ix);
nor will we pay any additional amounts to any beneficial owner or holder of notes who is a
fiduciary or partnership to the extent that a beneficiary or settlor with respect to that fiduciary or a member of that partnership or a beneficial owner thereof would not have been entitled to the payment of those additional amounts had that
beneficiary, settlor, member or beneficial owner been the beneficial owner of those notes.
As used in the preceding
paragraph, U.S. Person means any individual who is a citizen or resident of the United States for U.S. federal income tax purposes, a corporation, partnership or other entity created or organized in or under the laws of the United
States, any state of the United States or the District of Columbia (other than a partnership that is not treated as a United States person under any applicable U.S. Treasury regulations), or any estate or trust the income of which is subject to
United States federal income taxation regardless of its source.
Redemption for Tax Reasons
If, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of the United
States (or any political subdivision or taxing authority of or in the United States), or any change in, or amendments to, an official position regarding the application or interpretation of such laws, regulations or rulings, which change or
amendment is announced or becomes effective on or after the date of this prospectus supplement, we determine, based upon our receipt of a written opinion of independent counsel selected by us, that we will become obligated to pay additional amounts
as described herein under the heading
S-18