Business Day
The term business day means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions or trust companies in the City of New York, Tokyo or London,
or the relevant place of payment, are authorized or required by law, regulation or executive order to close.
Payment of Additional Amounts
All payments of principal and interest in respect of the notes will be made free and clear of, and without deduction or
withholding for or on account of any present or future taxes, duties, assessments or other governmental charges of whatsoever nature required to be deducted or withheld by the United States or any political subdivision or taxing authority of or in
the United States, unless such withholding or deduction is required by law.
In the event any withholding or deduction on
payments in respect of the notes for or on account of any present or future tax, assessment or other governmental charge is required to be deducted or withheld by the United States or any taxing authority thereof or therein, we will pay such
additional amounts on the notes held by each beneficial owner of a note that is not a U.S. Person (as defined below) (after all such withholding or deduction, including on any additional amounts) as would have been received by such beneficial owner
had no such withholding or deduction been required. We will not be required, however, to make any payment of additional amounts for or on account of:
(i) any tax, assessment or other governmental charge that would not have been imposed but for (1) the existence of any present or former connection (other than a connection arising solely from the
ownership of those notes or the receipt of payments in respect of those notes) between that holder (or the beneficial owner for whose benefit such holder holds such note), or between a fiduciary, settlor, beneficiary of, member or shareholder of, or
possessor of a power over, that holder or beneficial owner (if that holder or beneficial owner is an estate, trust, partnership or corporation) and the United States, including that holder or beneficial owner, or that fiduciary, settlor,
beneficiary, member, shareholder or possessor, being or having been a citizen or resident or treated as a resident of the United States or being or having been engaged in trade or business or present in the United States or having had a permanent
establishment in the United States or (2) the presentation of a note for payment on a date more than 30 days after the later of the date on which that payment becomes due and payable and the date on which payment is duly provided for;
(ii) any estate, inheritance, gift, sales, transfer, capital gains, excise, personal property, wealth or similar tax,
assessment or other governmental charge;
(iii) any tax, assessment or other governmental charge imposed on foreign personal
holding company income or by reason of the beneficial owners past or present status as a passive foreign investment company, a controlled foreign corporation, a foreign tax exempt organization or a personal holding company with respect to the
United States or as a corporation that accumulates earnings to avoid U.S. federal income tax;
(iv) any tax, assessment or
other governmental charge which is payable otherwise than by withholding or deducting from payment of principal of or premium, if any, or interest on such notes;
(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);
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