Common use of Additional Amounts Clause in Contracts

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Certificate furnished pursuant to this Section 10.4.

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable any series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest interest, if any, on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4Section.

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to will pay to the Holder of any Security of such Security series or any Coupon coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securitiesmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any contextcontext except in the case of Section 502(1), the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any Coupon related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to Section 301 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesspecified as contemplated by Section 301, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such that series of Securities (or if the Securities of such that series shall will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall will furnish to the Trustee and the Company's principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, any premium or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto any related coupons who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such the series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or Coupons, related coupons and the Company agrees to will pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them or in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4or in reliance on the Company's not furnishing such an Officers' Certificate.

Additional Amounts. If any the Securities of a series provide for the payment of Additional Amountsadditional amounts, the Company agrees to will pay to the Holder of any Security of such Security or any Coupon appertaining thereto Additional Amounts series additional amounts as provided in or pursuant to this Indenture or such Securitiestherein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts additional amounts provided by the terms of such series established hereby or pursuant hereto for in this Section to the extent that, in such context, Additional Amounts additional amounts are, were or would be payable in respect thereof pursuant to such terms, the provisions of this Section and express mention of the payment of Additional Amounts additional amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts additional amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if If the Securities of a series provide for the payment of Additional Amountsadditional amounts, at least 10 days prior to the first Interest Payment Date with respect to such that series of Securities (or if the Securities of such that series shall will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall will furnish to the Trustee and the Company's principal Paying Payment Agent or Paying Agents, if other than the Trustee, with an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, any premium or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such that series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees to will pay to the Trustee or such Paying Agent the Additional Amounts additional amounts required by the terms of such Securitiesthis Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4Section.

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amountsadditional amounts (as provided in Section 3.1(o)), at least 10 days prior to the first Interest Payment Date with respect to such that series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal of, premium, if any, or interest on the Securities of that series if there has been any a change with respect to the matters set forth in the below-mentioned Officer's ’s Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying AgentsAgent, if other than the Trustee, an Officer's ’s Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and of, premium, if any, or interest on the Securities of such that series shall be made to Holders holders of the Securities of such that series or the Coupons appertaining thereto who are United States Aliens without withholding or deduction for or on account of any tax, assessment or other governmental charge described in the Securities of such that series. If any such withholding or deduction shall be required, then such Officer's ’s Certificate shall specify by country the amount, if any, required to be withheld or deducted on such payments to such Holders of Securities or Couponsholders and shall certify the fact that additional amounts will be payable and the amounts so payable to each holder, and the Company agrees to shall pay to the Trustee or such Paying Agent the Additional Amounts additional amounts required to be paid by the terms of such Securitiesthis Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's ’s Certificate furnished pursuant to this Section 10.410.6. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium, interest or any other amounts on, or in respect of, any Securities of any series, such mention shall be deemed to include mention of the payment of additional amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of additional amounts (if applicable) in any provision hereof shall not be construed as excluding the payment of additional amounts in those provisions hereof where such express mention is not made.

Additional Amounts. If any Securities of a series provide for the payment of Additional AmountsAmounts pursuant to Section 3.1(b)(18), the Company agrees to pay to the Holder of any each such Security or any Coupon coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any seriescoupon appertaining thereto, such mention shall be deemed to include mention of the payment of any Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable any series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers’ Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Officers’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest on the Securities of such series shall be made to Holders of Securities of such series or the Coupons coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other similar governmental charge described in the terms of the Securities of such series. If any such withholding shall be required, then such Officer's Officers’ Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Couponscoupons, and the Company agrees to pay to the Trustee or such Paying Agent on or prior to the date such payment is due the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers’ Certificate furnished pursuant to this Section 10.4Section.

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to will pay to the Holder of any Security of such Security series or any Coupon coupon appertaining thereto Additional Amounts as provided may be specified in or pursuant to this Indenture or such SecuritiesIndenture. Whenever in this Indenture there is mentioned, in any contextcontext except in the case of Section 502(1), the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any Coupon related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to this Indenture to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesspecified as contemplated by Section 301, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such that series of Securities (or if the Securities of such that series shall will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers’ Certificate, the Company shall will furnish to the Trustee and the Company’s principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer's Officers’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, any premium or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto any related coupons who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such the series. If any such withholding shall be required, then such Officer's Officers’ Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or Coupons, related coupons and the Company agrees to will pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. If the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them or in reliance on any Officer's Officers’ Certificate furnished pursuant to this Section 10.4or in reliance on the Company’s not furnishing such an Officers’ Certificate.

Additional Amounts. If any Securities of a series Series provide for the payment of additional amounts to any Holder who is a Non-U.S. Person in respect of any tax, assessment or governmental charge (“Additional Amounts”), the Company agrees to will pay to the Holder of any Security of such Security or any Coupon appertaining thereto Series such Additional Amounts as may be so provided in or pursuant to this Indenture or such Securitiesby Section 2.02. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon a Series or the net proceeds received on the sale or exchange of any a Security of any seriesa Series, such mention shall be deemed to include mention of the payment of Additional Amounts provided for by the terms of such series Series established hereby or pursuant hereto to Section 2.02 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesspecified as contemplated by Section 2.02, if the Securities of a series Series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been on which any change with respect to the matters set forth in the below-mentioned Officer's CertificateAdditional Amount shall be payable, the Company shall will furnish to the Trustee and the Company’s principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Certificate with a compliance certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest on the Securities of such series that Series shall be made to Holders of Securities of such series or the Coupons appertaining thereto that Series who are United States Aliens Non-U.S. Persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such seriesthat Series. If any such withholding shall be required, then such Officer's Certificate compliance certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, of that Series and the Company agrees to will pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers’ Certificate furnished pursuant to this Section 10.44.07 or in the event the Trustee shall not withhold or deduct any sums as a result of the non-receipt of such Officers’ Certificate pursuant to this Section 4.07.

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees Issuers agree to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's ’s Certificate, the Company Issuers shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's ’s Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's ’s Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees Issuers agree to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants Issuers covenant to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's ’s Certificate furnished pursuant to this Section 10.4.

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to will pay to the Holder of any Security of such Security or any Coupon appertaining thereto series Additional Amounts as provided in or pursuant to this Indenture or such Securitiesmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any contextcontext except in the case of Section 502(1), the payment of the principal or of or any premium premium, Make-Whole Amount or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to Section 301 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesspecified as contemplated by Section 301, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such that series of Securities (or if the Securities of such that series shall will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or Make-Whole Amount or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers’ Certificate, the Company shall will furnish to the Trustee and the Company’s principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer's Officers’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, any premium or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such or within the series. If any such withholding shall be required, then such Officer's Officers’ Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, of that series and the Company agrees to will pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series without withholding or deductions until otherwise advised. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them the harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part (as determined by a final, non-appealable order of a court of competent jurisdiction) arising out of or in connection with actions taken or omitted by any of them or in reliance on any Officer's Officers’ Certificate furnished pursuant to this Section 10.4or in reliance on the Company’s not furnishing such an Officers’ Certificate.

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to will pay to the Holder of any Security of such Security series or any Coupon coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securitiesmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any contextcontext except in the case of Section 502(1), the payment of the principal of or any premium premium, Make-Whole Amount or interest on, or in respect of, any Security of any series or payment of any Coupon related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to Section 301 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesspecified as contemplated by Section 301, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such that series of Securities (or if the Securities of such that series shall will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or Make-Whole Amount or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall will furnish to the Trustee and the Company's principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, any premium or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto any related coupons who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such or within the series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or Coupons, related coupons and the Company agrees to will pay to the Trustee or such Paying Agent the Additional Amounts Amounts, if any, required by the terms of such Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. The Company covenants to indemnify the Trustee and any Paying Agent and their respective officers, directors, employees and agents for, and to hold them harmless against, any loss, liability or expense (including legal fees and expenses) reasonably incurred without gross negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4or in reliance on the Company's not furnishing such an Officers' Certificate.

Additional Amounts. If any the Securities of a series provide for the payment of Additional AmountsAmounts to the Holders of such Securities, then the Company agrees to Issuer shall pay to the each Holder of any such Security Securities or any Coupon appertaining thereto the Additional Amounts as provided in or pursuant to this Indenture or such Securitiestherein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if If the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date interest payment date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturityinterest, the first day on which a payment of principal is made), ) and at least 10 days prior to each date of payment of principal or interest if there has been any a change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall Issuer will furnish to the Trustee and the principal Paying Agent or Paying Agentspaying agent for such Securities, if other than the Trustee, with an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents paying agent whether such payment of principal of and premium, if any, or interest on the Securities of such series shall be made to Holders of Securities of such series or the related Coupons appertaining thereto who are United States Aliens (as such term is defined with respect to such Securities) without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, Coupons and the Company agrees Issuer will pay or cause to pay be paid to the Trustee or such Paying Agent paying agent the Additional Amounts required by the terms of such Securities. The Company Issuer covenants to indemnify the Trustee and any Paying Agent paying agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4Section. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or interest on, or in respect of, any Security, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in the terms of such Security to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of such Securities and express mention of the payment of Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made.

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees Issuer and the Guarantor (if the Securities are Guaranteed Securities) agree to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company Issuer or the Guarantor, as the case may be, shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees Issuer and the Guarantor (if the Securities are Guaranteed Securities) agree to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants Issuer and the Guarantor each covenant to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4Section.

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's ’s Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's ’s Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's ’s Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's ’s Certificate furnished pursuant to this Section 10.4.

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to Issuer will pay to the Holder of any Security of such Security series or any Coupon coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securitiesmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any contextcontext except in the case of Section 602(1), the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any Coupon related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to Section 301 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesspecified as contemplated by Section 301, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such that series of Securities (or if the Securities of such that series shall will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers’ Certificate, the Company shall Issuer will furnish to the Trustee and the Issuer’s principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer's Officers’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, any premium or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto any related coupons who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such the series. If any such withholding shall be required, then such Officer's Officers’ Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or Coupons, related coupons and the Company agrees to Issuer will pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. The Company Issuer covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them or in reliance on any Officer's Officers’ Certificate furnished pursuant to this Section 10.4or in reliance on the Issuer not furnishing such an Officers’ Certificate.

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to will pay to the Holder of any Security of such Security series or any Coupon coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securitiesmay be specified as contemplated by Section 3.1. Whenever in this Indenture there is mentioned, in any contextcontext except in the case of Section 5.2(l), the payment of the principal of or any premium or Make-Whole Amount, if any, or interest on, or in respect of, any Security of any series or payment of any Coupon related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to Section 3.1 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesspecified as contemplated by Section 3.1, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such that series of Securities (or if the Securities of such that series shall will not bear interest prior to Maturity, the first day on which a payment of principal and any premium or Make-Whole Amount, if any, is made), and at least 10 days prior to each date of payment of principal and any premium or Make-Whole Amount, if any, or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall will furnish to the Trustee and the Company's principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premiumany premium or Make-Whole Amount, if any, or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto any related coupons who are not United States Aliens Persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such the series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country Country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or Coupons, related coupons and the Company agrees to will pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. If the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned Officers' Certificate, then the Trustee or such Paying Agent shall be entitled (1) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (2) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith willful misconduct on their part arising out of or in connection with actions taken or omitted by any of them or in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.410.10 or in reliance on the Company's not furnishing such an Officers' Certificate.

Additional Amounts. If any Securities of a series provide for the payment of Additional AmountsAmounts pursuant to Section 3.1(b)(18), the Company agrees to pay to the Holder of any each such Security or any Coupon coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any seriescoupon appertaining thereto, such mention shall be deemed to include mention of the payment of any Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable any series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest on the Securities of such series shall be made to Holders of Securities of such series or the Coupons coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other similar governmental charge described in the terms of the Securities of such series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Couponscoupons, and the Company agrees to pay to the Trustee or such Paying Agent on or prior to the date such payment is due the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4Section.

Additional Amounts. If any Securities of a series Series provide for the payment of additional amounts to any Holder who is a Non-U.S. Person in respect of any tax, assessment or governmental charge (“Additional Amounts”), the Company agrees to will pay to the Holder of any Security of such Security or any Coupon appertaining thereto Series such Additional Amounts as may be so provided in or pursuant to this Indenture or such Securitiesby Section 2.02. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon a Series or the net proceeds received on the sale or exchange of any a Security of any seriesa Series, such mention shall be deemed to include mention of the payment of Additional Amounts provided for by the terms of such series Series established hereby or pursuant hereto to Section 2.02 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesspecified as contemplated by Section 2.02, if the Securities of a series Series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been on which any change with respect to the matters set forth in the below-mentioned Officer's CertificateAdditional Amount shall be payable, the Company shall will furnish to the Trustee and the Company’s principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Certificate with a compliance certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest on the Securities of such series that Series shall be made to Holders of Securities of such series or the Coupons appertaining thereto that Series who are United States Aliens Non-U.S. Persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such seriesthat Series. If any such withholding shall be required, then such Officer's Certificate compliance certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, of that Series and the Company agrees to will pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's ’s Certificate furnished pursuant to this Section 10.44.07 or in the event the Trustee shall not withhold or deduct any sums as a result of the non-receipt of such Officer’s Certificate pursuant to this Section 4.07.

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to will pay to the Holder of any Security of such Security series or any Coupon coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securitiesmay be specified as contemplated by Section 3.01. Whenever in this Indenture there is mentioned, in any contextcontext except in the case of Section 5.02(a), the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any Coupon related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to Section 3.01 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesspecified as contemplated by Section 3.01, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such that series of Securities (or if the Securities of such that series shall will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall will furnish to the Trustee and the Company's principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, any premium or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto any related coupons who are not United States Aliens Persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such the series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or Coupons, related coupons and the Company agrees to will pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. If the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned Officers' Certificate, then the Trustee or such Paying Agent shall be entitled (a) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (b) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them or in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.410.10 or in reliance on the Company's not furnishing such an Officers' Certificate.

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay Except to the Holder of extent required by any such Security applicable law, regulation law, regulation or governmental policy, any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest onand all payments of, or in respect ofof the Loan, this Agreement, the Notes, any Security of any series Loan Document or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest on the Securities of such series Secured Note shall be made to Holders free and clear of Securities of such series or the Coupons appertaining thereto who are United States Aliens and without withholding deduction for or on account of any taxand all present or future taxes, assessment levies, imposts, deduction, charges or withholdings and all liabilities with respect thereto imposed by Panama, The Bahamas, The Marshall Islands or any other governmental charge described jurisdiction with which txx Xxxxxny or any Subsidiary has some connection (including any jurisdiction (other than the United States of America) from or through which payments under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) or any political subdivision of or any taxing authority in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectively). If the Lender, the Company or any Subsidiary Guarantor shall be required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or in respect of any sum payable under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable by the Company or such Subsidiary Guarantor, as the case may be, thereunder shall be increased by the amount ("Additional Amounts") necessary so that after making all required withholdings and deductions, Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the Securities relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such seriesSecured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) that would not have been imposed but for the presentation (where presentation is required) of such Secured Note for payment more than 180 days after the date such payment became due and payable or was duly provided for, whichever occurs later. If The Lender, the Company or the Subsidiary Guarantors, as applicable, will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law, and, in any such withholding shall case, the Lender is required to furnish under the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for the amount of (i) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to any Secured Notes, and (ii) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so that the net amount received by such Holder (net of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be requiredless than the net amount the Holder would have received if Panamanian Taxes, then Bahamian Taxes, MI Taxes or Other Taxes on such Officer's Certificate shall specify by country reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect to the amountSecured Notes is due and payable, if anythe Lender, required the Company or the Subsidiary Guarantors, as applicable, will be obligated to be withheld on such payments pay Additional Amounts with respect to such Holders of Securities or Couponspayment, and the Lender, the Company agrees to pay or the Subsidiary Guarantors, as applicable, will deliver to the Trustee or an officer's certificate stating the fact that such Paying Agent the Additional Amounts required by will be payable and the terms of amounts will be payable and the amounts so payable and will set forth such Securities. The Company covenants other information necessary to indemnify enable the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith pay such Additional Amounts to Holders on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Certificate furnished pursuant to this Section 10.4the payment date.

Additional Amounts. If any the Securities of a series provide for the payment of Additional Amounts, the Company agrees to will pay to the Holder of any such Security of any series or any Coupon coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securitiestherein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of (or any premium premium, if any) or interest on, or in respect of, any Security of any series or any Coupon related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto for in this Section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, the provisions of this Section and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if If the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such that series of Securities (or if the Securities of such that series shall will not bear interest prior to Maturity, the first day on which a payment of principal (and premium, if any) is made), and at least 10 days prior to each date of payment of principal (and premium, if any) or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall will furnish to the Trustee and the Company's principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of (and premium, if any, ) or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto related coupons who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such seriesthat Series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, coupons and the Company agrees to will pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securitiesthis Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4Section.

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security Securities or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any seriesCoupon, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable any series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest interest, if any, on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding or deduction for or on account of any tax, assessment or other governmental charge described in the Securities of such series or pursuant to Section 301 with respect to the Securities of such series. If any such withholding or deduction shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on or deducted from such payments to such Holders of Securities or Coupons, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section. Nothing in this Section 10.41004 or elsewhere in this Indenture shall limit the obligation of the Company to pay Additional Amounts with respect to the Securities of any series pursuant to the terms, if any, established pursuant to Section 301 with respect to the Securities of such series.

Additional Amounts. If any the Securities of a series provide for the payment of Additional AmountsAmounts to the Holders of such Securities, then the Company agrees to shall pay to the each Holder of any such Security Securities or any Coupon coupon appertaining thereto the Additional Amounts as provided in or pursuant to this Indenture or such Securitiestherein. Whenever there is mentioned in this Indenture there is mentionedIndenture, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any Coupon related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided for by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesIndenture, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall will furnish to the Trustee and the Company's principal Paying Agent or Paying Agents, if other than the TrusteeTrustee or the Company, with an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, any premium or interest on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto any related coupons who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, coupons and the Company agrees to shall pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4Section.

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amountsadditional amounts (as provided in Section 3.1(15)), at least 10 days prior to the first Interest Payment Date with respect to such that series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal of, premium, if any, or interest on the Securities of that series if there has been any a change with respect to the matters set forth in the below-mentioned Officer's Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying AgentsAgent, if other than the Trustee, an Officer's Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and of, premium, if any, or interest on the Securities of such that series shall be made to Holders holders of the Securities of such that series or the Coupons appertaining thereto who are United States Aliens without withholding or deduction for or on account of any tax, assessment or other governmental charge described in the Securities of such that series. If any such withholding or deduction shall be required, then such Officer's Certificate shall specify by country the amount, if any, required to be withheld or deducted on such payments to such Holders of Securities or Couponsholders and shall certify the fact that additional amounts will be payable and the amounts so payable to each holder, and the Company agrees to shall pay to the Trustee or such Paying Agent the Additional Amounts additional amounts required to be paid by the terms of such Securitiesthis Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Certificate furnished pursuant to this Section 10.410.7. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium, interest or any other amounts on, or in respect of, any Securities of any series, such mention shall be deemed to include mention of the payment of additional amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of additional amounts (if applicable) in any provision hereof shall not be construed as excluding the payment of additional amounts in those provisions hereof where such express mention is not made.

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securitiestherein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesIndenture, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, Coupons and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4Section.

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding the payment of Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date interest payment date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturitymaturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4Section.

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to will pay to the Holder of any Security of such Security series or any Coupon coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securitiesmay be specified as contemplated by Section 3.01. Whenever in this Indenture there is mentioned, in any contextcontext except in the case of Section 5.02(1), the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any Coupon related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to Section 3.01 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesspecified as contemplated by Section 3.01, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such that series of Securities (or if the Securities of such that series shall will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall will furnish to the Indenture Trustee and the Company's principal Paying Agent or Paying Agents, if other than the Indenture Trustee, with an Officer's Officers' Certificate instructing the Indenture Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, any premium or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto any related coupons who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such the series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or Coupons, related coupons and the Company agrees to will pay to the Indenture Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. In the event that the Indenture Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Indenture Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. The Company covenants to indemnify the Indenture Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them or in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4or in reliance on the Company's not furnishing such an Officers' Certificate.

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to will pay to the Holder of any Security of such Security series or any Coupon coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securitiesmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any contextcontext except in the case of Section 502(1), the payment of the principal of or any premium premium, Make-Whole Amount or interest on, or in respect of, any Security of any series or payment of any Coupon related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to Section 301 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesspecified as contemplated by Section 301, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such that series of Securities (or if the Securities of such that series shall will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or Make-Whole Amount or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall will furnish to the Trustee and the Company's principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, any premium or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto any related coupons who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such or within the series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or Coupons, related coupons and the Company agrees to will pay to the Trustee or such Paying Agent the Additional Amounts Amounts, if any, required by the terms of such Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4or in reliance on the Company's not furnishing such an Officers' Certificate.

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security Securities or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any seriesCoupon, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable any series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest interest, if any, on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding or deduction for or on account of any tax, assessment or other governmental charge described in the Securities of such series or pursuant to Section 301 with respect to the Securities of such series. If any such withholding or deduction shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on or deducted from such payments to such Holders of Securities or Coupons, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants and the Guarantors covenant to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section. Nothing in this Section 10.41004 or elsewhere in this Indenture shall limit the obligation of the Company to pay Additional Amounts with respect to the Securities of any series pursuant to the terms, if any, established pursuant to Section 301 with respect to the Securities of such series.

Additional Amounts. If At least 30 days prior to each date on which payment of principal, premium, if any, or interest on the Notes or any Securities Guarantee is due and payable (unless such obligation to pay Additional Amounts arises shortly before or at some time after the 30th day prior to such date, in which case it shall be as soon as practicable after such obligation arises), if the Payor shall be obligated to pay Additional Amounts pursuant to Paragraph 2 of the Notes (the “Additional Amounts”) with respect to any such payment, the Payor shall deliver to the Trustee an Officers’ Certificate stating that such Additional Amounts will be payable, the amounts so payable and shall set forth such other information necessary to enable the Trustee or the Paying Agent, as the case may be, to pay such Additional Amounts to the holders of the Notes on the payment date. Each such Officers’ Certificate shall be relied upon until the receipt of a series further Officers’ Certificate addressing such matters. The Payor shall pay to the Trustee, or the Paying Agent, as the case may be, such Additional Amounts and, if paid to a Paying Agent other than the Trustee, shall provide for the Trustee with documentation evidencing the payment of such Additional Amounts, the Company agrees to pay . Copies of such documentation shall be made available to the Holder holders of the Notes upon request. The Payor shall (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. The Payor shall use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Security Taxes and shall provide such certified copy to each holder of a Note. The Payor shall attach to each certified copy a certificate stating (x) that the amount of withholding Taxes evidenced by the certified copy was paid in connection with payments in respect of the principal amount of Notes then outstanding and (y) the amount of such withholding Taxes paid per $1,000 principal amount of the Notes. The foregoing obligations of this Section 4.15 will survive any termination, defeasance or discharge of this Indenture and will apply with appropriate changes to any jurisdiction in which any successor Person to a Payor is organized or any Coupon appertaining thereto Additional Amounts as provided in political subdivision or pursuant to this Indenture taxing authority or such Securitiesagency thereof or therein. Whenever in this Indenture or in the Notes there is mentioned, in any context, the payment of principal, premium, if any, redemption prices or purchase prices in connection with a redemption or purchase of the principal of Notes, as applicable, or interest, if any, or any premium other amount payable on or interest on, or in with respect of, to any Security of any series or any Coupon or Note and the net proceeds received on the sale or exchange of any Security of any seriesGuarantees, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Certificate furnished pursuant to this Section 10.4thereof.

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to Issuer will pay to the Holder of any Security of such Security series or any Coupon coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securitiesmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any contextcontext except in the case of Section 502(i), the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any Coupon related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to Section 301 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesspecified as contemplated by Section 301, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such that series of Securities (or if the Securities of such that series shall will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall Issuer will furnish to the Trustee and the Issuer's principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, any premium or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto any related coupons who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such the series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or Coupons, related coupons and the Company agrees to Issuer will pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. If the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. The Company Issuer covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them or in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4or in reliance on the Issuer's not furnishing such an Officers' Certificate.

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or of any Coupon appertaining thereto such series Additional Amounts as provided in or pursuant to this Indenture or such Securitiestherein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of (or any premium premium, if any) or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except Subject to applicable unclaimed property laws, except as otherwise provided in herein or pursuant to this Indenture or the Securities of the applicable serieshereto, if the Securities of a series provide for the payment Payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such that series shall not bear interest prior to Maturity, the first day on which a payment of principal (and premium, if any, is made), and at least 10 days prior to each date of payment of principal (and premium, if any) or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's ’s Certificate, the Company shall will furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's ’s Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of (and premium, if any, ) of or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such that series. If any such withholding shall be required, then such Officer's ’s Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securitiesthis Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's ’s Certificate furnished pursuant to this Section 10.4Section.

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amountsadditional amounts (as provided in Section 3.1(15)), at least 10 days prior to the first Interest Payment Date with respect to such that series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal of, premium, if any, or interest on the Securities of that series if there has been any a change with respect to the matters set forth in the below-mentioned Officer's ’s Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying AgentsAgent, if other than the Trustee, an Officer's ’s Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and of, premium, if any, or interest on the Securities of such that series shall be made to Holders holders of the Securities of such that series or the Coupons appertaining thereto who are United States Aliens without withholding or deduction for or on account of any tax, assessment or other governmental charge described in the Securities of such that series. If any such withholding or deduction shall be required, then such Officer's ’s Certificate shall specify by country the amount, if any, required to be withheld or deducted on such payments to such Holders of Securities or Couponsholders and shall certify the fact that additional amounts will be payable and the amounts so payable to each holder, and the Company agrees to shall pay to the Trustee or such Paying Agent the Additional Amounts additional amounts required to be paid by the terms of such Securitiesthis Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's ’s Certificate furnished pursuant to this Section 10.410.7. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium, interest or any other amounts on, or in respect of, any Securities of any series, such mention shall be deemed to include mention of the payment of additional amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of additional amounts (if applicable) in any provision hereof shall not be construed as excluding the payment of additional amounts in those provisions hereof where such express mention is not made.

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amounts, at At least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 30 days prior to each date of on which payment of principal principal, premium, if any, or interest or other amounts on the Notes is to be made (unless such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such date, in which case it shall be promptly thereafter), if there has been the Issuer, any change Guarantor or other applicable withholding agent will be obligated to pay Additional Amounts pursuant to Paragraph 2 of the Notes (the “Additional Amounts”) with respect to the matters set forth in the below-mentioned Officer's Certificateany such payment, the Company shall Issuer will promptly furnish to the Trustee and the principal Paying Agent or Paying AgentsAgent, if other than the Trustee, with an Officer's Officers’ Certificate instructing stating that such Additional Amounts will be payable and the amounts so payable, and will set forth such other information necessary to enable the Trustee and such or the Paying Agent or Paying Agents whether to pay such payment of principal of and premium, if any, or interest Additional Amounts to the Holders on the Securities of such series shall be made to Holders of Securities of such series payment date. The Issuer or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees to a Guarantor (as applicable) will pay to the Trustee or such the Paying Agent the such Additional Amounts required by and, if paid to a Paying Agent other than the terms Trustee, shall promptly provide the Trustee with documentation evidencing the payment of such SecuritiesAdditional Amounts. Copies of such documentation shall be made available to the Holders upon request. The Company covenants to Issuer shall indemnify the Trustee and any the Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith willful misconduct on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers’ Certificate furnished to them pursuant to this Section 10.44.12. The Issuer will (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. The Issuer will use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and will provide such certified copy to the Trustee. If the Issuer or the Guarantors conduct business in any jurisdiction (an “Additional Taxing Jurisdiction”) other than a Relevant Taxing Jurisdiction and, as a result, are required by the law of such Additional Taxing Jurisdiction to deduct or withhold any amount on account of taxes imposed by such Additional Taxing Jurisdiction from payments under the Notes which would not have been required to be so deducted or withheld but for such conduct of business in such Additional Taxing Jurisdiction, the Additional Amounts provision described above shall be considered to apply to such Holders as if references in such provision to “Taxes” included taxes imposed by way of deduction or withholding by any such Additional Taxing Jurisdiction (or any political subdivision thereof or taxing authority therein). The Issuer will pay any present stamp, court or documentary taxes, or any other excise, property or similar taxes, charges or levies (including any penalties, interest or other liabilities related thereto) which arise in Luxembourg (or any political subdivision thereof or therein) from the execution, delivery and registration of Notes upon original issuance and initial resale of the Notes or any other document or instrument referred to therein, or in connection with the enforcement of the Notes or any Note Guarantee or any other document or instrument referred to therein. If at any time the Issuer changes its place of organization to outside of Luxembourg or there is a new issuer organized outside of Luxembourg, the Issuer or new issuer, as applicable, will pay any stamp, court or documentary taxes, or any other excise, property or similar taxes, charges or levies (including any penalties, interest or other liabilities related thereto) which arise in the jurisdiction in which the Issuer or new issuer is organized (or any political subdivision thereof or therein) and are payable by the Holders of the Notes in respect of the Notes or any other document or instrument referred to therein under any law, rule or regulation in effect at the time of such change. The foregoing obligations of this Section 4.12 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any successor Person to the Issuer or the Guarantors. Whenever in this Indenture or in the Notes there is mentioned, in any context, the payment of principal, premium or interest, if any, or any other amount payable under or with respect to any Note, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

Additional Amounts. If any Securities of a series provide for the payment of Additional AmountsAmounts by the Operating Partnership, the Company Operating Partnership agrees to pay to the Holder of any such Security Securities or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities; and if the Guarantees of the Securities of a series provide for the payment of Additional Amounts by the Guarantor, the Guarantor agrees to pay to the Holder of any such Securities or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Guarantees. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon Coupon, or there is referenced, in any context, the net proceeds received on the sale payment of any amount under or exchange in respect of a Guarantee of any Security of any seriesseries or any Coupons appertaining thereto, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series or by the terms of the Guarantees of such series, as the case may be, established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of any series or in the applicable seriesGuarantees, if any, of any Securities, if the Securities of a series or any Guarantees thereof provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's ’s Certificate, the Company Operating Partnership shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's ’s Certificate of the Operating Partnership and, if any Guarantees of such Securities provide for the payment of Additional Amounts, an Officer’s Certificate of the Guarantor instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest interest, if any, on the Securities of such series or any amounts payable under the Guarantees of such Securities shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens Non-U.S. Persons without withholding or deduction for or on account of any tax, assessment or other governmental charge described in the Securities or Guarantees of such seriesseries or pursuant to Section 301 with respect to the Securities of such series or such Guarantees. If any such withholding or deduction shall be required, then each such Officer's ’s Certificate shall specify by country the amount, if any, required to be withheld on or deducted from such payments to such Holders of Securities or Coupons, and the Company agrees Operating Partnership and the Guarantor agree to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such SecuritiesSecurities or such Guarantees, respectively. The Company covenants Operating Partnership and the Guarantor covenant, jointly and severally, to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense expense, reasonably incurred without negligence negligence, willful misconduct or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's ’s Certificate furnished pursuant to this Section. Nothing in this Section 10.41004 or elsewhere in this Indenture shall limit the obligation of the Operating Partnership to pay Additional Amounts with respect to the Securities of any series pursuant to the terms, if any, established pursuant to Section 301 with respect to the Securities of such series or the obligation of the Guarantor to pay Additional Amounts under the Guarantees of such Securities pursuant to the terms, if any, established pursuant to Section 301 with respect to such Guarantees.

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding the payment of Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to fully indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or negligence, bad faith or willful misconduct on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4Section.

Additional Amounts. If any the Securities of a series provide for the payment of Additional Amounts, the Company agrees to will pay to the Holder of any such Security of any series or any Coupon coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securitiestherein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of (or any premium premium, if any) or interest on, or in respect of, any Security of any series or any Coupon related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto for in this Section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, the provisions of this Section and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if If the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such that series of Securities (or if the Securities of such that series shall will not bear interest prior to Maturity, the first day on which a payment of principal (and premium, if any) is made), and at least 10 days prior to each date of payment of principal (and premium, if any) or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall will furnish to the Trustee and the Company's principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of (and premium, if any, ) or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto related coupons who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such seriesthat Series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, coupons and the Company agrees to will pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securitiesthis Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or negligence, bad faith or intentional misconduct on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4Section.

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amounts, at At least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day date ------------------ on which a payment of principal Accreted Value, principal, premium, if any, or interest on the Notes is to be made), and at least 10 days prior to each any subsequent such date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's CertificateOfficers' Certificate described in this Section 4.20, the Company shall will furnish to the Trustee and the principal Paying Agent or Paying AgentsAgent, if other than the Trustee, with an Officer's Officers' Certificate instructing the Trustee and such the Paying Agent or Paying Agents whether such payment of principal of and Accreted Value, principal, premium, if any, or interest on the Securities Notes (whether or not in the form of such series Definitive Notes) shall be made to the Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any present or future tax, duty, assessment or other governmental charge described charges of whatever nature (collectively "Taxes") imposed or levied by or on behalf of The Federal Republic of Germany or any jurisdiction in which the Securities Company or any Successor Company is organized or is otherwise resident for tax purposes or any political subdivision thereof or any authority having power to tax therein or any jurisdiction from or through which payment is made (each a "Relevant Taxing Jurisdiction"), unless the withholding or ---------------------------- deduction of such seriesTaxes is then required by law. If any such deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction, shall at any time be requiredrequired on any payments made by the Company with respect to the Notes, including payments of Accreted Value, principal, redemption price, interest or premium, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees to will pay to the Trustee or such the Paying Agent the additional amounts pursuant to paragraph 3 of the Notes (the "Additional Amounts required by Amounts") and, if paid to a Paying ------------------ Agent other than the terms Trustee, shall provide the Trustee with documentation satisfactory to the Trustee evidencing the payment of such SecuritiesAdditional Amounts. Copies of such documentation shall be made available to the Holders upon request. The Company covenants to shall indemnify the Trustee and any the Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished to them pursuant to this Section 10.44.20.

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security of any such series or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securitiestherein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of (or any premium premium, if any) or interest on, or in respect of, any Security of any series or any related Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in herein or pursuant to this Indenture or the Securities of the applicable serieshereto, if the Securities of a series provide for the payment Payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such that series shall not bear interest prior to Maturity, the first day on which a payment of principal (and premium, if any, is made), and at least 10 days prior to each date of payment of principal (and premium, if any) or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall will furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of (and premium, if any, ) of or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such that series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, Coupons and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securitiesthis Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4Section.

Additional Amounts. If any Securities of a series provide for the payment of Additional AmountsAmounts by the Operating Partnership, the Company Operating Partnership agrees to pay to the Holder of any such Security Securities or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any seriesCoupon, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto and, unless the context otherwise specifies or requires, by the Guarantee, in each case to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable any series, if the Securities of a series provide for the payment of Additional AmountsAmounts by the Operating Partnership, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers’ Certificate, the Company Operating Partnership shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Officers’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest interest, if any, on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding or deduction for or on account of any tax, assessment or other governmental charge described in the Securities of such series or pursuant to Section 301 with respect to the Securities of such series. If any such withholding or deduction shall be required, then such Officer's Officers’ Certificate shall specify by country the amount, if any, required to be withheld on or deducted from such payments to such Holders of Securities or Coupons, and the Company Operating Partnership agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company Operating Partnership covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability damage, liability, cost or expense expense, including attorneys’ fees, costs and expenses, reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers’ Certificate furnished pursuant to this Section. Nothing in this Section 10.41004 or elsewhere in this Indenture shall limit the obligation of the Operating Partnership to pay Additional Amounts with respect to the Securities of any series pursuant to the terms, if any, established pursuant to Section 301 with respect to the Securities of such series. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Amounts owed, or with respect to the nature, extent, or calculation of the Additional Amounts owed, or with respect to the method employed in such calculation of the Additional Amounts.

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to will pay to the Holder of any Security of such Security series or any Coupon coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securitiesmay be specified as contemplated by Section 3.01. Whenever in this Indenture there is mentioned, in any contextcontext except in the case of Section 5.02(1), the payment of the principal of or any premium or Make-Whole Amount or interest on, or in respect of, any Security of any series or payment of any Coupon related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to Section 3.01 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesspecified as contemplated by Section 3.01, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such that series of Securities (or if the Securities of such that series shall will not bear interest prior to Maturity, the first day on which a payment of principal and any premium or Make-Whole Amount is made), and at least 10 days prior to each date of payment of principal and any premium or Make-Whole Amount or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall will furnish to the Trustee and the Company's principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, any premium or Make-Whole Amount or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto any related coupons who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such the series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or Coupons, related coupons and the Company agrees to will pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them or in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4or in reliance on the Company's not furnishing such an Officers' Certificate.

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable any series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal or premium is made), and at least 10 days prior to each date of payment of principal or premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents agents whether such payment of principal of and premium, if any, or interest interest, if any, on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4.Section. ARTICLE ELEVEN

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to Partnership will pay to the Holder of any Security of such Security series or any Coupon coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securitiesmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any contextcontext except in the case of Section 502(l), the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any Coupon related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to Section 301 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesspecified as contemplated by Section 301, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such that series of Securities (or if the Securities of such that series shall will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall Partnership will furnish to the Trustee and the Partnership's principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, any premium or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto any related coupons who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such the series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or Coupons, related coupons and the Company agrees to Partnership will pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. The Company Partnership covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them or in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4or in reliance on the Partnership's not furnishing such an Officers' Certificate.

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amountsadditional amounts (as provided in Section 2.1), at least 10 days prior to the first Interest Payment Date with respect to such that series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal of, premium, if any, or interest on the Securities of that series if there has been any a change with respect to the matters set forth in the below-mentioned Officer's Officers’ Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying AgentsAgent, if other than the Trustee, an Officer's Officers’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and of, premium, if any, or interest on the Securities of such that series shall be made to Holders holders of the Securities of such that series or the Coupons appertaining thereto who are United States Aliens without withholding or deduction for or on account of any tax, assessment or other governmental charge described in the Securities of such that series. If any such withholding or deduction shall be required, then such Officer's Officers’ Certificate shall specify by country the amount, if any, required to be withheld or deducted on such payments to such Holders of Securities or Couponsholders and shall certify the fact that additional amounts will be payable and the amounts so payable to each holder, and the Company agrees to shall pay to the Trustee or such Paying Agent the Additional Amounts additional amounts required to be paid by the terms of such Securitiesthis Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers’ Certificate furnished pursuant to this Section 10.49.7. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium, interest or any other amounts on, or in respect of, any Securities of any series, such mention shall be deemed to include mention of the payment of additional amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of additional amounts (if applicable) in any provision hereof shall not be construed as excluding the payment of additional amounts in those provisions hereof where such express mention is not made.

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security Securities or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any seriesCoupon, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable any series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's ’s Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's ’s Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest interest, if any, on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding or deduction for or on account of any tax, assessment or other governmental charge described in the Securities of such series or pursuant to Section 301 with respect to the Securities of such series. If any such withholding or deduction shall be required, then such Officer's ’s Certificate shall specify by country the amount, if any, required to be withheld on or deducted from such payments to such Holders of Securities or Coupons, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability damage, liability, cost or expense expense, including attorneys’ fees, costs and expenses, reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's ’s Certificate furnished pursuant to this Section. Nothing in this Section 10.41004 or elsewhere in this Indenture shall limit the obligation of the Company to pay Additional Amounts with respect to the Securities of any series pursuant to the terms, if any, established pursuant to Section 301 with respect to the Securities of such series. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Amounts owed, or with respect to the nature, extent, or calculation of the Additional Amounts owed, or with respect to the method employed in such calculation of the Additional Amounts.

Additional Amounts. SECTION 1301. Applicability of this Article. ----------------------------- If any series of Debt Securities of a series provide provides for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Debt Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securitiestherein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Debt Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Debt Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesIndenture, if the Debt Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Debt Securities (or if the Debt Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest on the Debt Securities of such series shall be made to Holders of Debt Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Debt Securities of such series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or CouponsDebt Securities, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Debt Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4.Section. ARTICLE FOURTEEN

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security of any such series or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securitiestherein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of (or any premium premium, if any) or interest on, or in respect of, any Security of any series or any related Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in herein or pursuant to this Indenture or the Securities of the applicable serieshereto, if the Securities of a series provide for the payment Payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such that series shall not bear interest prior to Maturity, the first day on which a payment of principal (and premium, if any) is made), and at least 10 days prior to each date of payment of principal (and premium, if any) or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall will furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of (and premium, if any, ) of or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such that series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, Coupons and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securitiesthis Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4Section.

Additional Amounts. If any Debt Securities of a series provide for the payment of Additional Amounts, the Company agrees to will pay to the Holder of any Debt Security of such Security series or any Coupon coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securitiesmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Debt Security of any series or payment of any Coupon related coupon or the net proceeds received on the sale or exchange of any Debt Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to Section 301 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesspecified as contemplated by Section 301, if the Debt Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such that series of Debt Securities (or if the Debt Securities of such that series shall will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall will furnish to the Trustee and the Company's principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, any premium or interest on the Debt Securities of such that series shall be made to Holders of Debt Securities of such that series or the Coupons appertaining thereto any related coupons who are not United States Aliens Persons without withholding for or on account of any tax, assessment or other governmental charge described in specified by the terms of the Debt Securities of such the series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Debt Securities of that series or Coupons, related coupons and the Company agrees to will pay to the Trustee or such Paying Agent or Paying Agents the Additional Amounts required by the terms of such Debt Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal, premium, if any, or interest with respect to any Debt Securities of a series or related coupons until it shall have received an Officers' Certificate advising otherwise and (ii) to make all payments of principal, premium, if any, and interest with respect to the Debt Securities of a series or related coupons without withholding or deductions until otherwise advised. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them or in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4or in reliance on the Company's not furnishing such an Officers' Certificate.

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding the payment of Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4Section.

Additional Amounts. If any Securities of a series provide Except as otherwise specified pursuant to Section 301 for the payment Security of Additional Amountsany series, the Company and the Guarantor each agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest Interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (Amounts, if applicable) , in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided All payments of, or in respect of, principal of or pursuant to this Indenture any premium or Interest on any Security of any series or any Coupon or the Securities net proceeds received on the sale or exchange of any Security of any series shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, levies, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the applicable seriesApplicable Taxing Jurisdiction, if unless such taxes, duties, levies, assessments or governmental charges are required by the Securities Applicable Taxing Jurisdiction to be withheld or deducted. In that event, the Company will pay such additional amounts of, or in respect of, principal of a or any premium or Interest on any Security of any series provide for or any Coupon or the net proceeds received on the sale, or exchange of any Security of any series ("Additional Amounts") as will result (after deduction of such taxes, duties, levies, assessments or governmental charges and any additional taxes, duties, levies, assessments or governmental charges payable in respect of such Additional amounts) in the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series Holder of Securities (or if the Securities of such series shall not bear interest prior to Maturity, of the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has amounts that would have been any change with payable in respect to the matters set forth in the below-mentioned Officer's Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest on the Securities of such series Securities and no such withholding or deduction been required, except that no Additional Amounts shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding so payable for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Certificate furnished pursuant to this Section 10.4.of:

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4Section.

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amountsadditional amounts (as provided in Section 3.1(17)), at least 10 days prior to the first Interest Payment Date with respect to such that series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal of, premium, if any, or interest on the Securities of that series if there has been any a change with respect to the matters set forth in the below-mentioned Officer's Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying AgentsAgent, if other than the Trustee, an Officer's Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and of, premium, if any, or interest on the Securities of such that series shall be made to Holders holders of the Securities of such that series or the Coupons appertaining thereto who are United States Aliens without withholding or deduction for or on account of any tax, assessment or other governmental charge described in the Securities of such that series. If any such withholding or deduction shall be required, then such Officer's Certificate shall specify by country the amount, if any, required to be withheld or deducted on such payments to such Holders of Securities or Couponsholders and shall certify the fact that additional amounts will be payable and the amounts so payable to each holder, and the Company agrees to shall pay to the Trustee or such Paying Agent the Additional Amounts additional amounts required to be paid by the terms of such Securitiesthis Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Certificate furnished pursuant to this Section 10.410.9. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium, interest or any other amounts on, or in respect of, any Securities of any series, such mention shall be deemed to include mention of the payment of additional amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of additional amounts (if applicable) in any provision hereof shall not be construed as excluding the payment of additional amounts in those provisions hereof where such express mention is not made.

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amountsadditional amounts (as provided in Section 301(18)), at least 10 days prior to the first Interest Payment Date with respect to such that series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal of, premium, if any, or interest on the Securities of that series if there has been any a change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company Partnership shall furnish to the Trustee and the principal Paying Agent or Paying Agentspaying agent, if other than the Trustee, an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents paying agent whether such payment of principal of and of, premium, if any, or interest on the Securities of such that series shall be made to Holders holders of the Securities of such that series or the Coupons appertaining thereto who are United States Aliens without withholding or deduction for or on account of any tax, assessment or other governmental charge described in the Securities of such that series. If any such withholding or deduction shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld or deducted on such payments to such Holders of Securities or Couponsholders and shall certify the fact that additional amounts will be payable and the amounts so payable to each holder, and the Company agrees to Partnership shall pay to the Trustee or such Paying Agent paying agent the Additional Amounts additional amounts required to be paid by the terms of such Securitiesthis Section 1009. The Company Partnership covenants to indemnify the Trustee and any Paying Agent paying agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.41009. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium, interest or any other amounts on, or in respect of, any Securities of any series, such mention shall be deemed to include mention of the payment of additional amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of additional amounts (if applicable) in any provision hereof shall not be construed as excluding the payment of additional amounts in those provisions hereof where such express mention is not made.

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to will pay to the Holder of any Security of such Security series or any Coupon coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securitiesmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any contextcontext except in the case of Section 502(1), the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any Coupon related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to Section 301 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesspecified as contemplated by Section 301, if the Securities of a series provide for the payment of Additional Amounts, at least last 10 days prior to the first Interest Payment Date with respect to such that series of Securities (or if the Securities of such that series shall will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall will furnish to the Trustee and the Company's principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, any premium or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto any related coupons who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such the series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or Coupons, related coupons and the Company agrees to will pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. If the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Certificate furnished pursuant to this Section 10.4.or

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying AgentsAgent, if other than the Trustee, an Officer's Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and an premium, if any, or interest on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or CouponsSecurities, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Certificate furnished pursuant to this Section 10.4.

Additional Amounts. If any Securities of a series provide for the payment of Additional AmountsAmounts by the Operating Partnership, the Company Operating Partnership agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Securities Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto and, unless the context otherwise specifies or requires, by the Guarantee, in each case to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable any series, if the Securities of a series provide for the payment of Additional AmountsAmounts by the Operating Partnership, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers’ Certificate, the Company Operating Partnership shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Officers’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest interest, if any, on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding or deduction for or on account of any tax, assessment or other governmental charge described in the Securities of such series or pursuant to Section 301 with respect to the Securities of such series. If any such withholding or deduction shall be required, then such Officer's Officers’ Certificate shall specify by country the amount, if any, required to be withheld on or deducted from such payments to such Holders of Securities or CouponsSecurities, and the Company Operating Partnership agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company Operating Partnership covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability damage, liability, cost or expense expense, including attorneys’ fees, costs and expenses, reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers’ Certificate furnished pursuant to this Section. Nothing in this Section 10.41004 or elsewhere in this Indenture shall limit the obligation of the Operating Partnership to pay Additional Amounts with respect to the Securities of any series pursuant to the terms, if any, established pursuant to Section 301 with respect to the Securities of such series. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Amounts owed, or with respect to the nature, extent, or calculation of the Additional Amounts owed, or with respect to the method employed in such calculation of the Additional Amounts.

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Security, Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each such date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officeran officer's Certificatecertificate set forth in Sections 6.08 and 6.09, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an a Company Officer's Certificate or a Guarantor Officer's Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States U.S. Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Company Officer's Certificate or Guarantor Officer's Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or CouponsSecurities, and the Company agrees and the Guarantor, jointly and severally, agree to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company and the Guarantor each covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Company Officer's Certificate or Guarantor Officer's Certificate furnished pursuant to this Section 10.46.04.

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amounts, at At least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 30 days prior to each date of on which payment of principal principal, premium, if any, or interest or other amounts on the Notes is to be made (unless such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such date, in which case it shall be promptly thereafter), if there has been any change the Issuer or a Guarantor will be obligated to pay Additional Amounts pursuant to Paragraph 2 of the Notes (the “Additional Amounts”) with respect to the matters set forth in the below-mentioned Officer's Certificateany such payment, the Company shall Issuer will promptly furnish to the Trustee and the principal Paying Agent or Paying AgentsAgent, if other than the Trustee, with an Officer's Officers’ Certificate instructing stating that such Additional Amounts will be payable and the amounts so payable, and will set forth such other information necessary to enable the Trustee and such or the Paying Agent or Paying Agents whether to pay such payment of principal of and premium, if any, or interest Additional Amounts to the Holders on the Securities of such series shall be made to Holders of Securities of such series payment date. The Issuer or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees to a Guarantor (as applicable) will pay to the Trustee or such the Paying Agent the such Additional Amounts required by and, if paid to a Paying Agent other than the terms Trustee, shall promptly provide the Trustee with documentation evidencing the payment of such SecuritiesAdditional Amounts. Copies of such documentation shall be made available to the Holders upon request. The Company covenants to Issuer shall indemnify the Trustee and any the Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith willful misconduct on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers’ Certificate furnished to them pursuant to this Section 10.44.12. The Issuer and each Guarantor (as applicable) will (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. The Issuer and each Guarantor (as applicable) will use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and will provide such certified copy to the Trustee. If the Issuer or the Guarantors conduct business in any jurisdiction (an “Additional Taxing Jurisdiction”) other than a Relevant Taxing Jurisdiction and, as a result, are required by the law of such Additional Taxing Jurisdiction to deduct or withhold any amount on account of taxes imposed by such Additional Taxing Jurisdiction from payments under the Notes which would not have been required to be so deducted or withheld but for such conduct of business in such Additional Taxing Jurisdiction, the Additional Amounts provision described above shall be considered to apply to such Holders as if references in such provision to “Taxes” included taxes imposed by way of deduction or withholding by any such Additional Taxing Jurisdiction (or any political subdivision thereof or taxing authority therein). The Issuer will pay any present stamp, court or documentary taxes, or any other excise, property or similar taxes, charges or levies (including any penalties, interest or other liabilities related thereto) which arise in any Relevant Taxing Jurisdiction from the execution, delivery and registration of Notes upon original issuance and initial resale of the Notes or any other document or instrument referred to therein, or in connection with any payment with respect to, or enforcement of, the Notes or any Note Guarantee or any other document or instrument referred to therein. If at any time the Issuer changes its place of organization to outside of the United States or there is a new issuer organized outside of the United States, the Issuer or new issuer, as applicable, will pay any stamp, court or documentary taxes, or any other excise, property or similar taxes, charges or levies (including any penalties, interest or other liabilities related thereto) which arise in the jurisdiction in which the Issuer or new issuer is organized (or any political subdivision thereof or therein) and are payable by the Holders of the Notes in respect of the Notes or any Note Guarantee or any other document or instrument referred to therein under any law, rule or regulation in effect at the time of such change or thereafter. The foregoing obligations of this Section 4.12 and Paragraph 2 of the Notes will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any successor Person to the Issuer or the Guarantors. Whenever in this Indenture or in the Notes or any Note Guarantee there is mentioned, in any context, the payment of principal, purchase price, premium or interest, if any, or any other amount payable under or with respect to any Note, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

Additional Amounts. If any the Securities of a series provide for the payment of Additional Amounts, the Company agrees to will pay to the Holder of any such Security of any series or any Coupon coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securitiestherein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of (or any premium premium, if any) or interest on, or in respect of, any Security of any series or any Coupon related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto for in this Section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, the provisions of this Section and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if If the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such that series of Securities (or if the Securities of such that series shall will not bear interest prior to Maturity, the first day on which a payment of principal (and premium, if any,) is made), and at least 10 days prior to each date of payment of or principal (and premium, if any) or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall will furnish to the Trustee and the Company's principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of (and premium, if any, ) or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto related coupons who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that series and it shall set forth the Additional Amount owed with respect to $1,000 in aggregate principal amount of such seriesSecurities. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, coupons and the Company agrees to will pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securitiesthis Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4Section.

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amounts, at At least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day date on which a payment of principal principal, premium, if any, or interest on the Notes is to be made), and at least 10 days prior to each any subsequent such date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's CertificateOfficers’ Certificate described in Section 4.20 of the Indenture, the Company shall Issuer will furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, Book-Entry Depositary with an Officer's Officers’ Certificate instructing the Trustee and such Paying Agent or Paying Agents specifying whether such payment of principal of and principal, premium, if any, or interest on the Securities of such series Notes shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding for or deduction for, or on account of of, any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Certificate shall specify by country Taxes and the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees amount, if any, of additional amounts payable, net of amounts to which the Depositary or owner of Book-Entry Interests is not entitled. The Book-Entry Depositary shall have no responsibility for determining whether the Depositary or any owner of a Book-Entry Interest is entitled to the payment of Additional Amounts, but shall be entitled to rely conclusively for this purpose on the Officers’ Certificate or on certifications from the Depositary. The Issuer shall, prior to the date on which the Book-Entry Depositary is required to make such payment, pay to the Trustee or such Paying Agent the Book-Entry Depositary amounts equal to any Additional Amounts required payable on such date by the terms of such SecuritiesBook-Entry Depositary under this Agreement. The Company covenants to Issuer shall indemnify the Trustee and any Paying Agent Book-Entry Depositary for, and to hold them it harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them it in reliance on any Officer's Officers’ Certificate furnished to them pursuant to this Section 10.42.15 or failure to furnish any such Officers’ Certificate. Notwithstanding anything to the contrary provided above, the Book-Entry Depositary shall pay or cause to be paid Additional Amounts only out of funds that shall be received by it from the Issuer for that purpose.

Additional Amounts. If any Securities of a series or a Board Resolution provide for the payment of Additional Amounts, the Company agrees to will pay to the Holder of any Security of such Security series or any Coupon coupon appertaining thereto such Additional Amounts as provided in or pursuant to this Indenture or such Securitiesmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of (or any premium premium, if any) or interest interest, if any, on, or in respect of, any Security of any a series or payment of any Coupon related coupon or the net proceeds received on the sale or exchange of any Security of any a series, such mention shall be deemed to include mention of the payment of Additional Amounts provided for by the terms of such series established hereby or pursuant hereto to Section 301 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesspecified as contemplated by Section 301, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such that series of Securities (or if the Securities of such that series shall will not bear interest prior to Maturity, the first day on which a payment of principal (and premium, if any) is made), and at least 10 days prior to each date of payment of principal (or premium, if any) or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall will furnish to the Trustee and the Company's principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premiumprincipal, if any, premium or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto any related coupons who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such the series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or Coupons, related coupons and the Company agrees to will pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled to (i) assume that no such withholding or deduction is required with respect to any payment of principal of (or premium, if any) or interest, if any, on any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal of (and premium, if any) and interest, if any, on the Securities of a series or related coupons without withholding or deductions until otherwise advised. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence negligence, willful misconduct or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4Section.

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding the payment of Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States U.S. Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4Section.

Additional Amounts. If any the Securities of a series provide for the payment of Additional Amounts, the Company agrees to will pay to the Holder of any Security of such Security series or any Coupon coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securitiestherein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any Coupon related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto for in this Section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, the provisions of this Section and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if If the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such that series of Securities (or if the Securities of such that series shall will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall furnish to the Trustee and the Company's principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, any premium or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto any related coupons who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such that series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities securities 66 76 or Coupons, coupons and the Company agrees to will pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securitiesthis Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, against any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4.Section. ARTICLE ELEVEN

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities, and to notify the Trustee in writing of any such payment and the record date thereof. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding the payment of Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date interest payment date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturitymaturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4Section.

Additional Amounts. If any the Securities of a series provide for the payment of Additional AmountsAmounts to the Holders of such Securities, then the Company agrees to shall pay to the each Holder of any such Security Securities or any Coupon coupon appertaining thereto the Additional Amounts as provided in or pursuant to this Indenture or such Securitiestherein. Whenever there is mentioned in this Indenture there is mentionedIndenture, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any Coupon related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided for by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terns and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesIndenture, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall will furnish to the Trustee and the Company's principal Paying Agent or Paying Agents, if other than the TrusteeTrustee or the Company, with an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, any premium or interest on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto any related coupons who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, coupons and the Company agrees to shall pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4Section.

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the The Company agrees to will pay to the Holder of any such Security Debenture or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securitiesthe form of Definitive Debenture set forth in Section 2.2(a). Whenever in this Indenture there is mentioneda reference, in any context, to the payment of the principal of or any premium of, premium, if any, or interest on, or in respect of, any Security of any series Debenture or any Coupon or the net proceeds received on the sale or exchange of any Security of any seriesCoupon, such mention reference shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto for in this Section 6.21 to the extent that, in such context, Additional Amounts are, were or would be payable paying in respect thereof pursuant to such termsthe provisions of this Section 6.21, and express mention of reference to the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention reference is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amounts, at At least 10 days prior to the first Interest Payment Exchange Date, or an earlier Redemption Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal principal, premium, if any, or interest after the Exchange Date, or an earlier Redemption Date or Repurchase Date, if there has been any change with respect to the matters set forth in the Officers' Certificate referred to below-mentioned Officer's Certificate), the Company shall will furnish to the Trustee and the principal Paying Agent or any Paying Agents, if other than the Trustee, with an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and of, premium, if any, or interest on the Securities of such series Debentures shall be made to Holders of Securities of such series Debentures or the Coupons appertaining thereto who are not United States Aliens Persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities second paragraph of such seriesthe face of the form of Definitive Debenture set forth in Section 2.2(a). If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities Debentures or Coupons, Coupons and the Company agrees to will pay to the Trustee or such the Paying Agent the Additional Amounts required by this Section to be paid in the terms event of any such Securitieswithholding. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, against any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4Section, except to the extent such loss, liability or expense is attributable to the Trustee's negligence or bad faith.

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company and the Guarantor each agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-below mentioned Officer's Officers' Certificate, the Company or the Guarantor, as the case may be, shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens or non-residents of Canada without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Each of the Company and the Guarantor, jointly and severally, covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4Section.

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amounts, at At least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 30 days prior to each date of on which payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Certificateprincipal, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest on the Securities of Notes is to be made (unless such series obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such date, in which case it shall be made promptly thereafter), if the Issuer will be obligated to Holders pay Additional Amounts pursuant to Paragraph 2 of Securities of the Notes (the “Additional Amounts”) with respect to any such series payment, the Issuer will promptly furnish the Trustee and the Paying Agent, if other than the Trustee, with an Officers’ Certificate stating that such Additional Amounts will be payable, the amounts so payable and will set forth such other information necessary to enable the Trustee or the Coupons appertaining thereto who are United States Aliens without withholding for or Paying Agent to pay such Additional Amounts to the Holders on account of any tax, assessment or other governmental charge described in the Securities of such seriespayment date. If any such withholding shall be required, then such Officer's Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees to The Issuer will pay to the Trustee or such the Paying Agent the such Additional Amounts required by and, if paid to a Paying Agent other than the terms Trustee, shall promptly provide the Trustee with documentation evidencing the payment of such SecuritiesAdditional Amounts. Copies of such documentation shall be made available to the Holders upon request. The Company covenants to Issuer shall indemnify the Trustee and any the Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith willful misconduct on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers’ Certificate furnished to them pursuant to this Section 10.44.12. The Issuer will (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. The Issuer will use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and will provide such certified copy to the Trustee. If the Issuer or the Guarantors conduct business in any jurisdiction (an “Additional Taxing Jurisdiction”) other than a Relevant Taxing Jurisdiction and, as a result, are required by the law of such Additional Taxing Jurisdiction to deduct or withhold any amount on account of taxes imposed by such Additional Taxing Jurisdiction from payments under the Notes which would not have been required to be so deducted or withheld but for such conduct of business in such Additional Taxing Jurisdiction, the Additional Amounts provision described above shall be considered to apply to such Holders as if references in such provision to “Taxes” included taxes imposed by way of deduction or withholding by any such Additional Taxing Jurisdiction (or any political subdivision thereof or taxing authority therein). The Issuer will pay any present stamp, court or documentary taxes, or any other excise, property or similar taxes, charges or levies (including any penalties, interest or other liabilities related thereto) which arise in Luxembourg (or any political subdivision thereof or therein) from the execution, delivery and registration of Notes upon original issuance and initial resale of the Notes or any other document or instrument referred to therein. If at any time the Issuer changes its place of organization to outside of Luxembourg or there is a new issuer organized outside of Luxembourg, the Issuer or new issuer, as applicable, will pay any stamp, court or documentary taxes, or any other excise, property or similar taxes, charges or levies (including any penalties, interest or other liabilities related thereto) which arise in the jurisdiction in which the Issuer or new issuer is organized (or any political subdivision thereof or therein) and are payable by the Holders of the Notes in respect of the Notes or any other document or instrument referred to therein under any law, rule or regulation in effect at the time of such change, or in connection with, the enforcement of the Notes or any such other document or instrument. 31 The foregoing obligations of this Section 4.12 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any successor Person to the Issuer or the Guarantors. Whenever in this Indenture or in the Notes there is mentioned, in any context, the payment of principal, premium or interest, if any, or any other amount payable under or with respect to any Note, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to will pay to the Holder of any such Security or any Coupon Security of such series or any coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securitiesmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any contextcontext except in the case of Section 502(1), the payment of the principal or of or any premium premium, Make-Whole Amount or interest on, or in respect of, any Security of any series or payment of any Coupon related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to Section 301 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesspecified as contemplated by Section 301, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such that series of Securities (or if the Securities of such that series shall will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or Make-Whole Amount or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall will furnish to the Trustee and the Company's principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, any premium or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto any related coupons who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such or within the series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or Coupons, related coupons and the Company agrees to will pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4or in reliance on the Company's not furnishing such an Officers' Certificate.

Additional Amounts. If All payments made by the Bearer ------------------- Security Depositary pursuant to this Agreement in respect of the Certificateless Depositary Interests shall be made without withholding or deduction for, or on account of, any Securities present or future taxes, duties, assessments or governmental charges of whatever nature (collectively, "Taxes") imposed or levied by or on behalf of the United Kingdom or any political subdivision thereof or any authority having power to tax therein (each a series provide for "U.K. Tax Authority"), unless such Taxes are required by law to be withheld or deduced. In that event, the Bearer Security Depositary will pay by way of additional interest such additional amounts (the "Additional Amounts") as will result (after deduction of such Taxes payable in respect of such Additional Amounts) in the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or amounts which would be have been payable in respect thereof pursuant to such terms, and express mention of the payment Certificateless Depositary Interests had no such withholding or deduction been required (subject to the limitations contained in the Note, such limitations to be applied for these purposes by treating the owner of any interest in the Certificateless Depositary Interests as a holder or beneficial owner for purposes of the limitations contained in the Note). Notwithstanding anything to the contrary provided above, the Bearer Security Depositary shall pay or cause to be paid any Additional Amounts (if applicable) in any provision hereof only out of funds that shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture received by it from the Company or the Securities of the applicable series, if the Securities of a series provide Issuer for the payment of Additional Amounts, at that purpose. At least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day date on which a payment of principal principal, premium (if any), interest and Additional Interest (as defined in the Indenture) (if any) on the Certificateless Depositary Interests is to be made), and at least 10 days prior to each any subsequent such date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall Issuer will furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, Bearer Security Depositary with an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents Bearer Security Depositary whether such payment of principal of and premiumprincipal, premium (if any), interest or interest Additional Interest (if any) on the Securities of such series Certificateless Depositary Interests shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens Holder without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such seriescharge. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, amount required to be withheld on such payments to such Holders the Holder. The Bearer Security Depositary shall have no responsibility for determining whether the Holder or any owner of Securities or Coupons, and the Company agrees to pay a Global Note is entitled to the Trustee or such Paying Agent the payment of Additional Amounts required by in accordance with the terms preceding paragraph, but shall be entitled to rely conclusively for this purpose on an Officers' Certificate or on certifications from the Depositary, which need only specify the amount of such SecuritiesAdditional Amounts payable to the Holder, net of amounts to which the Holder or any owner of a Global Note is not entitled in accordance with the preceding paragraph. The Company covenants to and the Issuer shall, jointly and severally, indemnify the Trustee and any Paying Agent Bearer Security Depositary for, and to hold them it harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their its part arising out of or in connection with actions taken or omitted by any of them it in reliance on any Officer's Officers' Certificate furnished to it pursuant to this Section 10.42.13.

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (Amounts, if applicable) , in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, against any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.41004.

Additional Amounts. If At least 30 days prior to each date on which payment of principal, premium, if any, or interest on the Notes or any Securities Subsidiary Guarantee is due and payable (unless such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such date, in which case it shall be promptly thereafter), if the Payor will be obligated to pay Additional Amounts pursuant to Paragraph 2 of the Notes (the “Additional Amounts”) with respect to any such payment, the Payor will deliver to the Trustee an Officers’ Certificate stating that such Additional Amounts will be payable, the amounts so payable and will set forth such other information necessary to enable the Trustee or the Principal Paying Agent, as the case may be, to pay such Additional Amounts to the holders of the Notes on the payment date. Each such Officers’ Certificate shall be relied upon until the receipt of a series further Officers’ Certificate addressing such matters. The Payor will pay to the Trustee, or the Principal Paying Agent, as the case may be, such Additional Amounts and, if paid to a Paying Agent other than the Trustee, shall provide for the Trustee with documentation evidencing the payment of such Additional Amounts, the Company agrees to pay . Copies of such documentation shall be made available to the Holder holders of the Notes upon request. The Payor will (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. The Payor will use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Security Taxes and will provide such certified copy to each holder of a Note. The Payor will attach to each certified copy a certificate stating (x) that the amount of withholding Taxes evidenced by the certified copy was paid in connection with payments in respect of the principal amount of Notes then outstanding and (y) the amount of such withholding Taxes paid per €1,000 principal amount of the Notes. The foregoing obligations of this Section 4.15 will survive any termination, defeasance or discharge of this Indenture and will apply with appropriate changes to any jurisdiction in which any successor Person to a Payor is organized or any Coupon appertaining thereto Additional Amounts as provided in political subdivision or pursuant to this Indenture taxing authority or such Securitiesagency thereof or therein. Whenever in this Indenture or in the Notes there is mentioned, in any context, the payment of the principal of principal, premium, if any, or interest, if any, or any premium other amount payable under or interest on, or in with respect of, to any Security of any series or any Coupon or Note and the net proceeds received on the sale or exchange of any Security of any seriesNote Guarantees, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Certificate furnished pursuant to this Section 10.4thereof.

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company and the Guarantor agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding the payment of Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers’ Certificate, the Company or the Guarantor, as the case may be, shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Officers’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Officers’ Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees and the Guarantor agree to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company and the Guarantor covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers’ Certificate furnished pursuant to this Section 10.4Section.

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to will pay to the Holder of any Security of such Security series or any Coupon coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securitiesmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any contextcontext except in the case of Section 502(1), the payment of the principal of or any premium premium, Make-Whole Amount or interest on, or in respect of, any Security of any series or payment of any Coupon related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to Section 301 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesspecified as contemplated by Section 301, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such that series of Securities (or if the Securities of such that series shall will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or Make-Whole Amount or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers’ Certificate, the Company shall will furnish to the Trustee and the Company’s principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer's Officers’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, any premium or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto any related coupons who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such or within the series. If any such withholding shall be required, then such Officer's Officers’ Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or Coupons, related coupons and the Company agrees to will pay to the Trustee or such Paying Agent the Additional Amounts Amounts, if any, required by the terms of such Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. The Company covenants to indemnify the Trustee and any Paying Agent and their respective officers, directors, employees and agents for, and to hold them harmless against, any loss, liability or expense (including legal fees and expenses) reasonably incurred without gross negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers’ Certificate furnished pursuant to this Section 10.4or in reliance on the Company’s not furnishing such an Officers’ Certificate.

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amounts, at At least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 30 days prior to each date of on which payment of principal principal, premium, if any, or interest or other amounts on the Notes is to be made (unless such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such date, in which case it shall be promptly thereafter), if there has been any change the Issuer or a Guarantor will be obligated to pay Additional Amounts pursuant to Paragraph 2 of the Notes (the “Additional Amounts”) with respect to the matters set forth in the below-mentioned Officer's Certificateany such payment, the Company shall Issuer will promptly furnish to the Trustee and the principal Paying Agent or Paying AgentsAgent, if other than the Trustee, with an Officer's Officers’ Certificate instructing stating that such Additional Amounts will be payable and the amounts so payable, and will set forth such other information necessary to enable the Trustee and such or the Paying Agent or Paying Agents whether to pay such payment of principal of and premium, if any, or interest Additional Amounts to the Holders on the Securities of such series shall be made to Holders of Securities of such series payment date. The Issuer or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees to a Guarantor (as applicable) will pay to the Trustee or such the Paying Agent the such Additional Amounts required by and, if paid to a Paying Agent other than the terms Trustee, shall promptly provide the Trustee with documentation evidencing the payment of such SecuritiesAdditional Amounts. Copies of such documentation shall be made available to the Holders upon request. The Company covenants to Issuer shall indemnify the Trustee and any the Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith willful misconduct on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers’ Certificate furnished to them pursuant to this Section 10.44.12. The Issuer and each Guarantor (as applicable) will (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. The Issuer and each Guarantor (as applicable) will use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and will provide such certified copy to the Trustee. If the Issuer or the Guarantors conduct business in any jurisdiction (an “Additional Taxing Jurisdiction”) other than a Relevant Taxing Jurisdiction and, as a result, are required by the law of such Additional Taxing Jurisdiction to deduct or withhold any amount on account of taxes imposed by such Additional Taxing Jurisdiction from payments under the Notes which would not have been required to be so deducted or withheld but for such conduct of business in such Additional Taxing Jurisdiction, the Additional Amounts provision described above shall be considered to apply to such Holders as if references in such provision to “Taxes” included taxes imposed by way of deduction or withholding by any such Additional Taxing Jurisdiction (or any political subdivision thereof or taxing authority therein). The Issuer will pay any present stamp, court or documentary taxes, or any other excise, property or similar taxes, charges or levies (including any penalties, interest or other liabilities related thereto) which arise in the United States (or any political subdivision or governmental authority thereof or therein having the power to tax) from the execution, delivery and registration of Notes upon original issuance and initial resale of the Notes or any other document or instrument referred to therein, or in connection with any payment with respect to, or enforcement of, the Notes or any Note Guarantee or any other document or instrument referred to therein. If at any time the Issuer changes its place of organization to outside of the United States or there is a new issuer organized outside of the United -40- States, the Issuer or new issuer, as applicable, will pay any stamp, court or documentary taxes, or any other excise, property or similar taxes, charges or levies (including any penalties, interest or other liabilities related thereto) which arise in the jurisdiction in which the Issuer or new issuer is organized (or any political subdivision thereof or therein) and are payable by the Holders of the Notes in respect of the Notes or any Note Guarantee or any other document or instrument referred to therein under any law, rule or regulation in effect at the time of such change or thereafter. The foregoing obligations of this Section 4.12 and Paragraph 2 of the Notes will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any successor Person to the Issuer or the Guarantors. Whenever in this Indenture or in the Notes or any Note Guarantee there is mentioned, in any context, the payment of principal, purchase price, premium or interest, if any, or any other amount payable under or with respect to any Note, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees Issuer and the Guarantor (if the Securities are Guaranteed Securities) agree to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any (Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company Issuer or the Guarantor, as the case may be, shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees Issuer and the Guarantor (if the Securities are Guaranteed Securities) agree to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants Issuer and the Guarantor each covenant to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section. Section 10.41006.

Additional Amounts. If At least 30 days prior to each date on which payment under or with respect to the Notes or the Guarantees, as the case may be, is due and payable (unless such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such date, in which case it shall be promptly thereafter), if the Company or the Guarantors (as the case may be) will be obligated to pay Additional Amounts pursuant to Paragraph 2 of the Notes (the “Additional Amounts”) with respect to any Securities such payment, the Company or the Guarantors (as the case may be) will deliver to the Trustee an Officers’ Certificate stating that such Additional Amounts will be payable, the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to the Holders on the payment date. Each such Officers’ Certificate shall be relied upon until the receipt of a series further Officers’ Certificate addressing such matters. The Company or the Guarantors (as the case may be) will pay to the Trustee such Additional Amounts and, if paid to a Principal Paying Agent other than the Trustee, shall provide for the Trustee with documentation evidencing the payment of such Additional Amounts, the Company agrees to pay . Copies of such documentation shall be made available to the Holder Holders upon request. The Company or the Guarantors (as the case may be) shall indemnify the Trustee for, and hold it harmless against, any loss, liability, fee or expense incurred without negligence or willful misconduct on the Trustee’s part arising out of or in connection with actions taken or omitted by the Trustee in reliance on any such Security or any Coupon appertaining thereto Additional Amounts as provided in or Officers’ Certificate furnished to it pursuant to this Section 4.17. The Company or the Guarantors (as the case may be) will (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant Taxing Authority in accordance with applicable law. The Company or the Guarantors (as the case may be) will use reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each relevant Taxing Authority imposing such Taxes and will provide such certified copy to each Holder. The Payor will attach to each certified copy an Officer’s Certificate stating (x) that the amount of withholding Taxes evidenced by the certified copy was paid in connection with payments in respect of the principal amount of Notes then outstanding and (y) the amount of such withholding Taxes paid per €1,000, as the case may be, principal amount of the Notes. The foregoing obligations of this Section 4.17 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any jurisdiction in which any successor Person to the Company or such Securitiesthe Guarantors (as the case may be) is organized or any political subdivision or taxing authority or agency thereof or therein. Whenever in this Indenture or in the Notes there is mentioned, in any context, the payment of the principal of principal, premium, if any, or interest, if any, or any premium other amount payable under or interest on, or in with respect of, to any Security of Note and any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any seriesGuarantee, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Certificate furnished pursuant to this Section 10.4thereof.

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest on the Securities of such series shall be made to Holders of Securities of such series or 77 the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Certificate furnished pursuant to this Section 10.4.

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding the payment of Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers’ Certificate, if the Company becomes aware that it will be obligated to pay any Additional Amount the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Officers’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Officers’ Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence negligence, willful misconduct or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers’ Certificate furnished pursuant to this Section 10.4Section.

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amounts, at At least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 30 days prior to each date of on which payment of principal principal, premium, if any, or interest or other amounts on the Notes is to be made (unless such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such date, in which case it shall be promptly thereafter), if there has been any change the Issuer or a Guarantor will be obligated to pay Additional Amounts pursuant to Paragraph 2 of the Notes (the “Additional Amounts”) with respect to the matters set forth in the below-mentioned Officer's Certificateany such payment, the Company shall Issuer will promptly furnish to the Trustee and the principal Paying Agent or Paying AgentsAgent, if other than the Trustee, with an Officer's Officers’ Certificate instructing stating that such Additional Amounts will be payable and the amounts so payable, and will set forth such other information necessary to enable the Trustee and such or the Paying Agent or Paying Agents whether to pay such payment of principal of and premium, if any, or interest Additional Amounts to the Holders on the Securities of such series shall be made to Holders of Securities of such series payment date. The Issuer or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees to a Guarantor (as applicable) will pay to the Trustee or such the Paying Agent the such Additional Amounts required by and, if paid to a Paying Agent other than the terms Trustee, shall promptly provide the Trustee with documentation evidencing the payment of such SecuritiesAdditional Amounts. Copies of such documentation shall be made available to the Holders upon request. The Company covenants to Issuer shall indemnify the Trustee and any the Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith willful misconduct on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers’ Certificate furnished to them pursuant to this Section 10.44.12. The Issuer and each Guarantor (as applicable) will (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. The Issuer and each Guarantor (as applicable) will use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and will provide such certified copy to the Trustee. If the Issuer or the Guarantors conduct business in any jurisdiction (an “Additional Taxing Jurisdiction”) other than a Relevant Taxing Jurisdiction and, as a result, are required by the law of such Additional Taxing Jurisdiction to deduct or withhold any amount on account of taxes imposed by such Additional Taxing Jurisdiction from payments under the Notes which would not have been required to be so deducted or withheld but for such conduct of business in such Additional Taxing Jurisdiction, the Additional Amounts provision described above shall be considered to apply to such Holders as if references in such provision to “Taxes” included taxes imposed by way of deduction or withholding by any such Additional Taxing Jurisdiction (or any political subdivision thereof or taxing authority therein). The Issuer will pay any present stamp, court or documentary taxes, or any other excise, property or similar taxes, charges or levies (including any penalties, interest or other liabilities related thereto) which arise in the United States (or any political subdivision or governmental authority thereof or therein having the power to tax) from the execution, delivery and registration of Notes upon original issuance and initial resale of the Notes or any other document or instrument referred to therein, or in connection with any payment with respect to, or enforcement of, the Notes or any Note Guarantee or any other document or instrument referred to therein. If at any time the Issuer changes its place of organization to outside of the United States or there is a new issuer organized outside of the United States, the Issuer or new issuer, as applicable, will pay any stamp, court or documentary taxes, or any other excise, property or similar taxes, charges or levies (including any penalties, interest or other liabilities related thereto) which arise in the jurisdiction in which the Issuer or new issuer is organized (or any political subdivision thereof or therein) and are payable by the Holders of the Notes in respect of the Notes or any Note Guarantee or any -40- other document or instrument referred to therein under any law, rule or regulation in effect at the time of such change or thereafter. The foregoing obligations of this Section 4.12 and Paragraph 2 of the Notes will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any successor Person to the Issuer or the Guarantors. Whenever in this Indenture or in the Notes or any Note Guarantee there is mentioned, in any context, the payment of principal, purchase price, premium or interest, if any, or any other amount payable under or with respect to any Note, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities related Series Authorization of the applicable series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, interest or interest any other amounts on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, fee, duty, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country taxing jurisdiction the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Certificate furnished pursuant to this Section 10.4.such

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees Issuer and the Guarantor (if the Securities are Guaranteed Securities) agree to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers’ Certificate, the Company Issuer or the Guarantor, as the case may be, shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Officers’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Officers’ Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees Issuer and the Guarantor (if the Securities are Guaranteed Securities) agree to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants Issuer and the Guarantor each covenant to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers’ Certificate furnished pursuant to this Section 10.4Section.

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to will pay to the Holder of any Security of such Security series or any Coupon coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securitiesmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any contextcontext except in the case of Section 502(1), the payment of the principal of or any premium premium, Make-Whole Amount or interest on, or in respect of, any Security of any series or payment of any Coupon related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to Section 301 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesspecified as contemplated by Section 301, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such that series of Securities (or if the Securities of such that series shall will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or Make-Whole Amount or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall will furnish to the Trustee and the Company's principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, any premium or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto any related coupons who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such or within the series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or Coupons, related coupons and the Company agrees to will pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above- mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4or in reliance on the Company's not furnishing such an Officers' Certificate.

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), ) and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the -68- Trustee, an Officer's Officers' Certificate setting forth any Additional Amounts due, including their calculation, and instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to pay any Additional Amounts due and to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4Section.

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amountsadditional amounts (as provided in Section 301(18)), at least 10 days prior to the first Interest Payment Date with respect to such that series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal of, premium, if any, or interest on the Securities of that series if there has been any a change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company Partnership shall furnish to the Trustee and the principal Paying Agent or Paying Agentspaying agent, if other than the Trustee, an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents paying agent whether such payment of principal of and of, premium, if any, or interest on the Securities of such that series shall be made to Holders holders of the Securities of such that series or the Coupons appertaining thereto who are United States Aliens without withholding or deduction for or on account of any tax, assessment or other governmental charge described in the Securities of such that series. If any such withholding or deduction shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld or deducted on such payments to such Holders of Securities or Couponsholders and shall certify the fact that additional amounts will be payable and the amounts so payable to each holder, and the Company agrees to Partnership shall pay to the Trustee or such Paying Agent paying agent the Additional Amounts additional amounts required to be paid by the terms of such Securitiesthis Section 1007. The Company Partnership covenants to indemnify the Trustee and any Paying Agent paying agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.41007. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium, interest or any other amounts on, or in respect of, any Securities of any series, such mention shall be deemed to include mention of the payment of additional amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of additional amounts (if applicable) in any provision hereof shall not be construed as excluding the payment of additional amounts in those provisions hereof where such express mention is not made.

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security of any such series or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securitiestherein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of (or any premium premium, if any) or interest on, or in respect of, any Security of any series or any related Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in herein or pursuant to this Indenture or the Securities of the applicable serieshereto, if the Securities of a series provide for the payment Payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such that series shall not bear interest prior to Maturity, the first day on which a payment of principal (and premium, if any, is made), and at least 10 days prior to each date of payment of principal (and premium, if any) or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers’ Certificate, the Company shall will furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Officers’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of (and premium, if any, ) of or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such that series. If any such withholding shall be required, then such Officer's Officers’ Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, Coupons and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securitiesthis Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers’ Certificate furnished pursuant to this Section 10.4Section.

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable any series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest interest, if any, on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4.Section. 66

Additional Amounts. If any Securities In addition to the Basic Rent specified above, Sublessee shall also pay to Sublessor during the Term of a series provide this Sublease, Sublessee's Proportionate Share of (i) the additional rent payable by Sublessor to the Landlord pursuant to the Lease (including, without limitation, pursuant to Article 5 of the Lease and Sublessee's Proportionate Share of Taxes and Operating Expenses) (the "Additional Rents") and (ii) the cost to Sublessor of operating the office facility at the Premises (the "Shared Services Costs"; together with the Additional Rents, the "Additional Amounts"), including the Shared Services. The additional rent payable by Sublessee to Sublessor hereunder for the payment of Additional Amounts, Rents shall be payable by Sublessee in the Company agrees same amount and manner as Sublessor has agreed to pay the Landlord, provided, that Sublessee shall make such payments to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received Sublessor on the sale or exchange earlier of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicablei) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 five days prior to the first Interest Payment Date date upon which Sublessor has agreed to make such payments to the Landlord and (ii) five days after Sublessor delivers to Sublessee a copy of the required statement. Promptly after receipt from the Landlord of any statement of, regarding or issued by the Landlord in connection with respect any Additional Rent, Sublessor shall send to such series Sublessee a copy thereof and prepare a voucher indicating the amounts payable by Sublessee pursuant to the provisions hereof. Sublessor shall, from time to time, send to Sublessee a statement of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made)Shared Services Costs in reasonable detail, and at least 10 the Sublessee shall pay each such statement promptly and in any event within 30 days prior to each date of payment receipt thereof. Payments of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest on the Securities of such series Additional Amounts shall be made to Holders prorated equitably for any period of Securities less than one month occurring at the respective commencement and expiration or termination of such series the Term of this Sublease. If Sublessor shall receive a refund or credit from the Coupons appertaining thereto who are United States Aliens without withholding for or Landlord on account of Additional Rents for any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Certificate furnished period for which Sublessee has made payment pursuant to this Section 10.43(c), Sublessor shall promptly pay to Sublessee (or, if Sublessor shall receive a credit against Sublessor's Base Rent under the Lease, credit against the Basic Rent next due hereunder) Sublessee's Proportionate Share of such refund (or credit) and any interest paid thereon and received by Sublessor.

Additional Amounts. If any the Securities of a series provide for the payment of Additional AmountsAmounts to the Holders of such Securities, then the Company agrees to shall pay to the each Holder of any such Security Securities or any Coupon coupon appertaining thereto the Additional Amounts as provided in or pursuant to this Indenture or such Securitiestherein. Whenever there is mentioned in this Indenture there is mentionedIndenture, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any Coupon related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided for by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. <PAGE> 71 Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesIndenture, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall will furnish to the Trustee and the Company's principal Paying Agent or Paying Agents, if other than the TrusteeTrustee or the Company, with an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, any premium or interest on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto any related coupons who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, coupons and the Company agrees to shall pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4Section.

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees Issuer and the Guarantor (if the Securities are Guaranteed Securities) each agree to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company Issuer or the Guarantor, as the case may be, shall furnish to the Trustee and the principal Paying Agent PAYING AGENT or Paying Agents, if other than the Trustee, an Officer's Officers' Certificate instructing the Trustee and such Paying Agent PAYING AGENT or Paying Agents whether such payment of principal of and premium, if any, or interest on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees Issuer and the Guarantor (if the Securities are Guaranteed Securities) each agree to pay to the Trustee or such Paying Agent PAYING AGENT the Additional Amounts required by the terms of such Securities. The Company covenants Issuer and the Guarantor each covenant to indemnify the Trustee and any Paying Agent PAYING AGENT for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4Section.

Additional Amounts. If any Securities of a series provide for The Operating Partnership and the payment of Additional Amounts, the Company agrees Co-Obligors agree to pay to the Holder of any such Security or any Coupon appertaining thereto Notes Additional Amounts as to the extent provided in or pursuant to this Indenture or such Securitiesthe Notes. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest Interest on, or in respect of, any Security of any series or any Coupon the Notes or the net proceeds received on the sale or exchange of any Security of any seriesthe Notes, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesNotes, if the Securities of a series Notes provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made)Notes, and at least 10 days prior to each date of payment of principal or interest Interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers’ Certificate, the Company Operating Partnership or a Co-Obligor, as the case may be, shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Officers’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest Interest on the Securities of such series Notes shall be made to Holders of Securities of such series or the Coupons appertaining thereto Notes who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such seriesNotes. If any such withholding shall be required, then such Officer's Officers’ Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or CouponsNotes, and the Company agrees Operating Partnership and the Co-Obligors agree to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such SecuritiesNotes. The Company covenants Operating Partnership and the Co-Obligors each covenant to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers’ Certificate furnished pursuant to this Section 10.4Section.

Additional Amounts. If any Debt Securities of a series ------------------ provide for the payment of Additional Amounts, the Company agrees to will pay to the Holder of any Debt Security of such Security series or any Coupon coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securitiesmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Debt Security of any series or payment of any Coupon related coupon or the net proceeds received on the sale or exchange of any Debt Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to Section 301 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesspecified as contemplated by Section 301, if the Debt Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such that series of Debt Securities (or if the Debt Securities of such that series shall will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall will furnish to the Trustee and the Company's principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, any premium or interest on the Debt Securities of such that series shall be made to Holders of Debt Securities of such that series or the Coupons appertaining thereto any related coupons who are not United States Aliens Persons without withholding for or on account of any tax, assessment or other governmental charge described in specified by the terms of the Debt Securities of such the series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Debt Securities of that series or Coupons, related coupons and the Company agrees to will pay to the Trustee or such Paying Agent or Paying Agents the Additional Amounts required by the terms of such Debt Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal, premium, if any, or interest with respect to any Debt Securities of a series or related coupons until it shall have received an Officers' Certificate advising otherwise and (ii) to make all payments of principal, premium, if any, and interest with respect to the Debt Securities of a series or related coupons without withholding or deductions until otherwise advised. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them or in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4.or in reliance on the Company's not furnishing such an Officers' Certificate. ARTICLE ELEVEN

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable any series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest interest, if any, on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees to pay to the Trustee or such Paying Agent 66 the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4Section.

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amounts, at At least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 30 days prior to each date of on which payment of principal principal, premium, if any, or interest or other amounts on the Notes is to be made (unless such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such date, in which case it shall be promptly thereafter), if there has been the Issuer, any change Guarantor or other applicable withholding agent will be obligated to pay Additional Amounts pursuant to Paragraph 2 of the Notes (the “Additional Amounts”) with respect to the matters set forth in the below-mentioned Officer's Certificateany such payment, the Company shall Issuer will promptly furnish to the Trustee and the principal Paying Agent or Paying AgentsAgent, if other than the Trustee, with an Officer's Officers’ Certificate instructing stating that such Additional Amounts will be payable and the amounts so payable, and will set forth such other information necessary to enable the Trustee and such or the Paying Agent or Paying Agents whether to pay such payment of principal of and premium, if any, or interest Additional Amounts to the Holders on the Securities of such series shall be made to Holders of Securities of such series payment date. The Issuer or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees to a Guarantor (as applicable) will pay to the Trustee or such the Paying Agent the such Additional Amounts required by and, if paid to a Paying Agent other than the terms Trustee, shall promptly provide the Trustee with documentation evidencing the payment of such SecuritiesAdditional Amounts. Copies of such documentation shall be made available to the Holders upon request. The Company covenants to Issuer shall indemnify the Trustee and any the Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith willful misconduct on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers’ Certificate furnished to them pursuant to this Section 10.44.12. The Issuer will (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. The Issuer will use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and will provide such certified copy to the Trustee. If the Issuer or the Guarantors conduct business in any jurisdiction (an “Additional Taxing Jurisdiction”) other than a Relevant Taxing Jurisdiction and, as a result, are required by the law of such Additional Taxing Jurisdiction to deduct or withhold any amount on account of taxes imposed by such Additional Taxing Jurisdiction from payments under the Notes which would not have been required to be so deducted or withheld but for such conduct of business in such Additional Taxing Jurisdiction, the Additional Amounts provision described above shall be considered to apply to such Holders as if references in such provision to “Taxes” included taxes imposed by way of deduction or withholding by any such Additional Taxing Jurisdiction (or any political subdivision thereof or taxing authority therein). The Issuer will pay any present stamp, court or documentary taxes, or any other excise, property or similar taxes, charges or levies (including any penalties, interest or other liabilities related thereto) which arise in the United States (or any political subdivision thereof or therein) from the execution, delivery and registration of Notes upon original issuance and initial resale of the Notes or any other document or instrument referred to therein, or in connection with the enforcement of the Notes or any Note Guarantee or any other document or instrument referred to therein. If at any time the Issuer changes its place of organization to outside of the United States or there is a new issuer organized outside of the United States, the Issuer or new issuer, as applicable, will pay any stamp, court or documentary taxes, or any other excise, property or similar taxes, charges or levies (including any penalties, interest or other liabilities related thereto) which arise in the jurisdiction in which the Issuer or new issuer is organized (or any political subdivision thereof or therein) and are payable by the Holders of the Notes in respect of the Notes or any other document or instrument referred to therein under any law, rule or regulation in effect at the time of such change. The foregoing obligations of this Section 4.12 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any successor Person to the Issuer or the Guarantors. Whenever in this Indenture or in the Notes there is mentioned, in any context, the payment of principal, premium or interest, if any, or any other amount payable under or with respect to any Note, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

Additional Amounts. If any Securities The Company may redeem, in whole, but not in part, all of a series provide for the payment of Additional AmountsSeries B Preference Shares, the Company agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts upon notice given as provided in Section 7(h) herein, at a redemption price equal to US$25.00 per Series B Preference Share, plus any unpaid, accrued cumulative dividends, whether or pursuant to this Indenture or not declared, on such Securities. Whenever in this Indenture Series B Preference Share, to, but excluding, the Redemption Date, without interest on such unpaid dividends, if there is mentionedis, in any contextthe Company’s reasonable determination, based on the payment advice of external legal, financial and tax advisers with knowledge of such matters, as applicable, a substantial probability that the principal of Company or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received Successor Company would become obligated to pay additional amounts on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest next succeeding Dividend Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, Series B Preference Shares and the first day on which a payment of principal is made), and at least 10 days prior to each date those additional amounts could not be avoided by the use of payment of principal or interest if there has been any change with respect reasonable measures available to the matters set forth Company or any Successor Company (a “Tax Event”); provided that no such redemption may occur unless one of the Redemption Requirements is satisfied. As used herein, “Relevant Taxing Jurisdiction” means (A) Bermuda or any political subdivision or governmental authority of or in Bermuda with the below-mentioned Officer's Certificatepower to tax, (B) any jurisdiction from or through which the Company or its dividend disbursing agent is making payments on the Series B Preference Shares or any political subdivision or governmental authority of or in that jurisdiction with the power to tax or (C) any other jurisdiction in which the Company or any Successor Company is organized or generally subject to taxation or any political subdivision or governmental authority of or in that jurisdiction with the power to tax. Prior to any redemption upon a Tax Event, the Company shall furnish file with its corporate records and deliver to the Trustee transfer agent for the Series B Preference Shares a certificate signed by one of the Company’s officers confirming that a Tax Event has occurred and is continuing (as reasonably determined by the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest Company based on the Securities advice of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, external tax and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securitieslegal advisers). The Company covenants to indemnify the Trustee and shall include a copy of this certificate with any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out notice of or in connection with actions taken or omitted by any of them in reliance on any Officer's Certificate furnished pursuant to this Section 10.4such redemption.

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or any Coupon Securities appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable any series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers’ Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Officers’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest interest, if any, on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding or deduction for or on account of any tax, assessment or other governmental charge described in the Securities of such series or pursuant to Section 301 with respect to the Securities of such series. If any such withholding or deduction shall be required, then such Officer's Officers’ Certificate shall specify by country the amount, if any, required to be withheld on or deducted from such payments to such Holders of Securities or CouponsHolders, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers’ Certificate furnished pursuant to this Section. Nothing in this Section 10.41004 or elsewhere in this Indenture shall limit the obligation of the Company to pay Additional Amounts with respect to the Securities of any series pursuant to the terms, if any, established pursuant to Section 301 with respect to the Securities of such series.

Additional Amounts. If any Securities of a series Series provide for the payment of additional amounts to any Holder who is a non-United States Person in respect of any tax, assessment or governmental charge ("Additional Amounts"), the Company agrees to will pay to the Holder of any Security of such Security or any Coupon appertaining thereto Series such Additional Amounts as may be so provided in or pursuant to this Indenture or such Securitiesby Section 2.3. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon a Series or the net proceeds received on the sale or exchange of any a Security of any seriesa Series, such mention shall be deemed to include mention of the payment of Additional Amounts provided for by the terms of such series Series established hereby or pursuant hereto to Section 2.3 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesspecified as contemplated by Section 2.3, if the Securities of a series Series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been on which any change with respect to the matters set forth in the below-mentioned Officer's CertificateAdditional Amount shall be payable, the Company shall will furnish to the Trustee and the Company's principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Certificate with a compliance certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest on the Securities of such series that Series shall be made to Holders of Securities of such series or the Coupons appertaining thereto that Series who are non-United States Aliens Persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such seriesthat Series. If any such withholding shall be required, then such Officer's Certificate compliance certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, of that Series and the Company agrees to will pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Certificate furnished pursuant to this Section 10.4or in the event the Trustee shall not withhold or deduct any sums as a result of the non-receipt of a compliance certificate pursuant to this Section.

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's ’s Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's ’s Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal principal, of and premium, if any, or interest on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's ’s Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's ’s Certificate furnished pursuant to this Section 10.4.

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amounts, at At least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 30 days prior to each date of on which payment of principal principal, premium, if any, or interest or other amounts on the Notes is to be made (unless such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such date, in which case it shall be promptly thereafter), if there has been the Issuer or any change Guarantor will be obligated to pay Additional Amounts pursuant to Paragraph 2 of the Notes (the “Additional Amounts”) with respect to the matters set forth in the below-mentioned Officer's Certificateany such payment, the Company shall Issuer will promptly furnish to the Trustee and the principal Paying Agent or Paying AgentsAgent, if other than the Trustee, with an Officer's Officers’ Certificate instructing stating that such Additional Amounts will be payable and the amounts so payable, and will set forth such other information necessary to enable the Trustee and such or the Paying Agent or Paying Agents whether to pay such payment of principal of and premium, if any, or interest Additional Amounts to the Holders on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such seriespayment date. If any such withholding shall be required, then such Officer's Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees to The Issuer will pay to the Trustee or such the Paying Agent the such Additional Amounts required by and, if paid to a Paying Agent other than the terms Trustee, shall promptly provide the Trustee with documentation evidencing the payment of such SecuritiesAdditional Amounts. Copies of such documentation shall be made available to the Holders upon request. The Company covenants to Issuer shall indemnify the Trustee and any the Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith willful misconduct on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers’ Certificate furnished to them pursuant to this Section 10.44.12. The Issuer will (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. The Issuer will use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and will provide such certified copy to the Trustee. If the Issuer or the Guarantors conduct business in any jurisdiction (an “Additional Taxing Jurisdiction”) other than a Relevant Taxing Jurisdiction and, as a result, are required by the law of such Additional Taxing Jurisdiction to deduct or withhold any amount on account of taxes imposed by such Additional Taxing Jurisdiction from payments under the Notes which would not have been required to be so deducted or withheld but for such conduct of business in such Additional Taxing Jurisdiction, the Additional Amounts provision described above shall be considered to apply to such Holders as if references in such provision to “Taxes” included taxes imposed by way of deduction or withholding by any such Additional Taxing Jurisdiction (or any political subdivision thereof or taxing authority therein). The Issuer will pay any present stamp, court or documentary taxes, or any other excise, property or similar taxes, charges or levies (including any penalties, interest or other liabilities related thereto) which arise in the United States (or any political subdivision thereof or therein) from the execution, delivery and registration of Notes upon original issuance and initial resale of the Notes or any other document or instrument referred to therein, or in connection with the enforcement of the Notes or any Note Guarantee or any other document or instrument referred to therein. If at any time the Issuer changes its place of organization to outside of the United States or there is a new issuer organized outside of the United States, the Issuer or new issuer, as applicable, will pay any stamp, court or documentary taxes, or any other excise, property or similar taxes, charges or levies (including any penalties, interest or other liabilities related thereto) which arise in the jurisdiction in which the Issuer or new issuer is organized (or any political subdivision thereof or therein) and are payable by the Holders of the Notes in respect of -44- the Notes or any other document or instrument referred to therein under any law, rule or regulation in effect at the time of such change. The foregoing obligations of this Section 4.12 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any successor Person to the Issuer or the Guarantors. Whenever in this Indenture or in the Notes there is mentioned, in any context, the payment of principal, premium or interest, if any, or any other amount payable under or with respect to any Note, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

Additional Amounts. SECTION 1301. Applicability of this Article. If any series of Debt Securities of a series provide provides for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Debt Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securitiestherein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Debt Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Debt Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesIndenture, if the Debt Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Debt Securities (or if the Debt Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest on the Debt Securities of such series shall be made to Holders of Debt Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Debt Securities of such series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or CouponsDebt Securities, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Debt Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4Section.