deduction for any present or future tax, assessment or other governmental charge imposed by the United States or a taxing authority in the United States, will not be less than the amount provided
in the notes to be then due and payable; provided, however, that the foregoing obligation to pay additional amounts shall not apply:
(1) to any tax, assessment or other governmental charge that is imposed by reason of the holder (or the beneficial owner
for whose benefit such holder holds such note), or a fiduciary, settlor, beneficiary, member or shareholder of the holder if the holder is an estate, trust, partnership or corporation, or a person holding a power over an estate or trust administered
by a fiduciary holder, being considered as:
(a) being or having been engaged in a trade or business
in the United States or having or having had a permanent establishment in the United States;
(b) having a current or former connection with the United States (other than a connection arising solely
as a result of the ownership of the notes, the receipt of any payment or the enforcement of any rights thereunder), including being or having been a citizen or resident of the United States;
(c) being or having been a personal holding company, a passive foreign investment company or a
controlled foreign corporation for United States income tax purposes or a corporation that has accumulated earnings to avoid United States federal income tax;
(d) being or having been a 10-percent shareholder of
the Company as defined in Section 871(h)(3) of the United States Internal Revenue Code of 1986, as amended (the Code) or any successor provision; or
(e) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered
into in the ordinary course of its trade or business;
(2) to any holder that is not the sole beneficial owner of
the notes, or a portion of the notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficial owner with respect to the holder, a beneficiary or settlor with respect to the fiduciary, or a
beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of additional amounts had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive
share of the payment;
(3) to any tax, assessment or other governmental charge that would not have been imposed but
for the failure of the holder or beneficial owner of the notes to comply with our request or a request of our agent to satisfy any certification, identification or information reporting requirements concerning the nationality, residence, identity or
connection with the United States of the holder or beneficial owner of the notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United
States is a party as a precondition to exemption from such tax, assessment or other governmental charge;
(4) to
any tax, assessment or other governmental charge that is imposed otherwise than by withholding by us or a paying agent from the payment;
(5) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or
similar tax, assessment or other governmental charge;
(6) to 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 such payment can be made without such withholding by at least one other paying agent;
(7) to any tax, assessment or other governmental charge that would not have been imposed but for the presentation by
the holder of any note, where presentation is required, for payment on a date more than 30 days
S-16