Common use of Additional Amounts Clause in Contracts

Additional Amounts. (a) All payments made by or on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect to the Notes or any Note Guarantee shall be made free and clear of and without withholding or deduction for, or on account of, any present or future Taxes unless the withholding or deduction of such Taxes is then required by law. If the Issuer, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premium, the Issuer or the relevant Guarantor, as applicable, shall pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by each Holder after such withholding or deduction will equal the respective amounts that would have been received by each Holder in respect of such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts shall be payable with respect to:

Additional Amounts. (a) All payments made by or on behalf of that the Issuer or any of the Guarantors (including, in each case, any successor entity) Issuers make under or with respect to the Notes or any Note Guarantee that the Guarantors make under or with respect to the Guarantees shall be made free and clear of and without withholding or deduction for, for or on account of, of any present or future tax, duty, levy, impost, assessment or other governmental charge (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied on such payments by or on behalf of any jurisdiction (other than the United States, any state thereof or the District of Columbia) in which any Issuer or Guarantor is organized, resident or doing business for tax purposes or from or through which any of the foregoing (or its agents, including the Paying Agent) makes any payment on the Notes or by or within any department, political subdivision or governmental authority of or in any of the foregoing having power to tax (each, a “Relevant Taxing Jurisdiction”), unless such Issuer or Guarantor or other applicable withholding agent, as the case may be, is required to withhold or deduct Taxes unless by law or by the withholding interpretation or deduction administration of such Taxes is then required by law. If the an Issuer, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for, for or on account of, any of Taxes imposed or levied by or on behalf of (1) any jurisdiction in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction a Relevant Taxing Jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premium, the such Issuer or the relevant Guarantor, as applicablethe case may be, shall pay such additional amounts (the “Additional Amounts”) as may be necessary in order to ensure that the net amounts amount received in respect of such payments by each Holder beneficial owner of the Notes after such withholding or deduction will equal the respective amounts that would have been received by each Holder (including any withholding or deduction in respect of any Additional Amounts) will not be less than the amount the beneficial owner would have received if such payments in the absence of such withholding Taxes had not been withheld or deduction; provided, however, that no Additional Amounts shall be payable with respect to:deducted.

Additional Amounts. (a) All If the Issuer amalgamates, consolidates with, merges with or into, or sells, conveys, transfers or leases its property and assets substantially as an entirety to, any Person and the resulting, surviving or transferee Person is not organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia (such Person or any successor thereto, the “Surviving Entity”), then all payments and deliveries made by by, or on behalf of of, the Issuer or any of the Guarantors (including, in each case, any successor entity) Surviving Entity under or with respect to the Notes Notes, including, but not limited to, payments of principal (including, if applicable, the Fundamental Change Repurchase Price and the Redemption Price), payments of interest and deliveries of cash, Common Stock or other Reference Property (together with payment of cash in lieu of any Note Guarantee fractional shares of Common Stock) upon conversion, shall be made free and clear of and without withholding or deduction for, or on account of, any present or future Taxes unless the withholding taxes, duties, assessments or deduction governmental charges of such Taxes is then required by law. If the Issuer, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes whatever nature (“Taxes”) imposed or levied by or on behalf of (1) any jurisdiction within the jurisdiction, excluding the United States, in which the Issuer or any Guarantor is or was incorporatedSurviving Entity is, engaged in businessfor tax purposes, organized or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from doing business or through which any payment is made or deemed made by or on behalf of the Issuer or any Guarantor Surviving Entity for purposes of the tax law of that jurisdiction (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision or taxing authority thereof or therein therein) (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premium, the Issuer or the relevant Guarantoreach, as applicable, a “Relevant Taxing Jurisdiction”), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding or deduction is so required, the Surviving Entity shall pay to the Holder of each Note such additional amounts (the “Additional Amounts”) as may be necessary in order to ensure that the net amounts amount received in respect of such payments by each Holder the beneficial owners after such withholding or deduction will (and after deducting any Taxes imposed or levied by a Relevant Taxing Jurisdiction on the Additional Amounts) shall equal the respective amounts that would have been received by each Holder in respect of such payments in the absence of beneficial owners had no such withholding or deductiondeduction been required; provided, however, provided that no Additional Amounts shall will be payable with respect tofor or on account of:

Additional Amounts. (a) All payments made by or on behalf of that the Issuer or any of the Guarantors (including, in each case, any successor entity) Issuers make under or with respect to the Notes or any Note Guarantee that the Guarantors make under or with respect to the Guarantees shall be made free and clear of and without withholding or deduction for, for or on account of, of any present or future tax, duty, levy, impost, assessment or other governmental charge (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied on such payments by or on behalf of any jurisdiction (other than the United States, any state thereof or the District of Columbia) in which any Issuer or Guarantor is organized, resident or doing business for tax purposes or from or through which any of the foregoing (or its agents, including the Paying Agent) makes any payment on this Note or by or within any department, political subdivision or governmental authority of or in any of the foregoing having power to tax (each, a “Relevant Taxing Jurisdiction”), unless such Issuer or Guarantor or other applicable withholding agent, as the case may be, is required to withhold or deduct Taxes unless by law or by the withholding interpretation or deduction administration of such Taxes is then required by law. If the an Issuer, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for, for or on account of, any of Taxes imposed or levied by or on behalf of (1) any jurisdiction in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction a Relevant Taxing Jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments under or with respect to the Notes this Note or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premium, the such Issuer or the relevant Guarantor, as applicablethe case may be, shall pay such additional amounts (the “Additional Amounts”) as may be necessary in order to ensure that the net amounts amount received in respect of such payments by each Holder beneficial owner of the Notes, after such withholding or deduction will equal the respective amounts that would have been received by each Holder (including any withholding or deduction in respect of any Additional Amounts) will not be less than the amount the beneficial owner would have received if such payments in the absence of such withholding Taxes had not been withheld or deduction; provided, however, that no Additional Amounts shall be payable with respect to:deducted.

Additional Amounts. (a) All payments made by Except as otherwise provided in or on behalf pursuant to the related Series Authorization of the Issuer applicable series, all payments of principal of and premium, if any, interest and any other amounts on, or in respect of, the Securities of any series or any of the Guarantors (including, in each case, any successor entity) under or with respect to the Notes or any Note Guarantee Coupon appertaining thereto shall be made free and clear of and without withholding or deduction at source for, or on account of, any present or future Taxes unless the withholding taxes, fees, duties, assessments or deduction governmental charges of such Taxes is then required by law. If the Issuer, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes whatever nature imposed or levied by or on behalf of (1) any jurisdiction in which the Issuer or any Guarantor Company is or was incorporatedorganized (each, engaged in business, organized or resident for tax purposes a “taxing jurisdiction”) or any political subdivision or taxing authority thereof or therein, unless such taxes, fees, duties, assessments or governmental charges are required to be withheld or deducted by (i) the laws (or any regulations or ruling promulgated thereunder) of a taxing jurisdiction or any political subdivision or taxing authority thereof or therein or (2ii) an official position regarding the application, administration, interpretation or enforcement of any jurisdiction from such laws, regulations or through which any payment is made by or on behalf of the Issuer or any Guarantor rulings (including, without limitation, the a holding by a court of competent jurisdiction of any Paying Agent) or by a taxing authority in a taxing jurisdiction or any political subdivision thereof thereof). If a withholding or therein (each of (1) deduction at source is required, the Company shall, subject to certain limitations and (2)exceptions set forth below, a “Tax Jurisdiction”) in respect pay to the Holder of any payments under or with respect to the Notes such Security or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premium, the Issuer or the relevant Guarantor, as applicable, shall pay Coupon appertaining thereto such additional amounts (the “Additional Amounts”) Amounts as may be necessary in order so that the every net amounts received in respect payment of principal, premium, if any, interest or any other amount made to such payments by each Holder Holder, after such withholding or deduction will equal deduction, shall not be less than the respective amounts that would have been received by each Holder amount provided for in respect of such payments in the absence of such withholding or deductionSecurity, any Coupons appertaining thereto and this Indenture to be then due and payable; provided, however, that no the Company shall not be required to make payment of such Additional Amounts shall be payable with respect tofor or on account of:

Additional Amounts. (a) All payments made by or on behalf of that the Issuer or any of the Guarantors (including, in each case, any successor entity) makes under or with respect to the Notes or any Note Guarantee that the Guarantors make under or with respect to the Guarantees shall be made free and clear of and without withholding or deduction for, for or on account of, of any present or future Taxes unless the withholding tax, duty, levy, impost, assessment or deduction other governmental charge (including, without limitation, penalties, interest and other similar liabilities related thereto) of such Taxes is then required by law. If the Issuerwhatever nature (collectively, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes “Taxes”) imposed or levied on such payments by or on behalf of (1) any jurisdiction in which the Issuer or any Guarantor is incorporated or was incorporated, engaged in business, organized or otherwise resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which any of the foregoing makes any payment is made on the Notes or by or within any political subdivision or governmental authority of or in any of the foregoing having power to tax (each, a “Relevant Taxing Jurisdiction”), unless the Issuer or such Guarantor, as the case may be, is required to withhold or deduct Taxes by law or by the interpretation or administration of law. If the Issuer or a Guarantor (or any Agent on its behalf) is required to withhold or deduct any amount for or on account of Taxes imposed or levied on behalf of the Issuer or a Relevant Taxing Jurisdiction from any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments payment made under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premium, the Issuer or the relevant Guarantor, as applicablethe case may be, shall pay such additional amounts (the “Additional Amounts”) as may be necessary in order to ensure that the net amounts amount received in respect of such payments by each Holder after such withholding or deduction will equal the respective amounts that would have been received by each Holder (including any withholding or deduction in respect of any Additional Amounts) will not be less than the amount the Holder would have received if such payments in the absence of such withholding Taxes had not been withheld or deduction; provided, however, that no Additional Amounts shall be payable with respect to:deducted.

Additional Amounts. (a) All a)All payments made by or on behalf of that the Issuer or any of the Guarantors (including, in each case, any successor entity) Issuers make under or with respect to the Notes or any Note Guarantee that the Guarantors make under or with respect to the Guarantees shall be made free and clear of and without withholding or deduction for, for or on account of, of any present or future tax, duty, levy, impost, assessment or other governmental charge (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied on such payments by or on behalf of any jurisdiction (other than the United States, any state thereof or the District of Columbia) in which any Issuer or Guarantor is organized, resident or doing business for tax purposes or from or through which any of the foregoing (or its agents, including the Paying Agent) makes any payment on the Notes or by or within any department, political subdivision or governmental authority of or in any of the foregoing having power to tax (each, a “Relevant Taxing Jurisdiction”), unless such Issuer or Guarantor or other applicable withholding agent, as the case may be, is required to withhold or deduct Taxes unless by law or by the withholding interpretation or deduction administration of such Taxes is then required by law. If the either Issuer, any a Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for, for or on account of, any of Taxes imposed or levied by or on behalf of (1) any jurisdiction in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction a Relevant Taxing Jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premium, the such Issuer or the relevant Guarantor, as applicablethe case may be, shall pay such additional amounts (the “Additional Amounts”) as may be necessary in order to ensure that the net amounts amount received in respect of such payments by each Holder beneficial owner of the Notes after such withholding or deduction will equal the respective amounts that would have been received by each Holder (including any withholding or deduction in respect of any Additional Amounts) will not be less than the amount the beneficial owner would have received if such payments in the absence of such withholding Taxes had not been withheld or deduction; provided, however, that no Additional Amounts shall be payable with respect to:deducted.

Additional Amounts. (a) All payments The payment of Capital Payments on the Class B Preferred Securities, and any amount payable upon redemption thereof or in liquidation, shall be made without any deduction or withholding for or on account of any present or future taxes, duties or governmental charges of any nature whatsoever imposed, levied or collected by or on behalf of the Issuer United States or Germany (or any jurisdiction from which payments are made) or, during any period in which any Substitute Obligations are outstanding, the jurisdiction of the Guarantors residence of any obligor on such Substitute Obligations (including, in each case, any successor entity) under or with respect to the Notes or any Note Guarantee shall be made free and clear of and without withholding jurisdiction from which payments are made) (each a “Relevant Jurisdiction”) or deduction for, or on account of, any present or future Taxes unless the withholding or deduction of such Taxes is then required by law. If the Issuer, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes or any political subdivision thereof or authority therein or thereof having the power to tax (2) any jurisdiction from collectively, “Withholding Taxes”), unless such deduction or through which any payment withholding is made required by or on behalf of the Issuer or any Guarantor (including, without limitationlaw. In such event, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premium, the Issuer or the relevant Guarantor, as applicable, Company shall pay as additional Capital Payments, such additional amounts (the “Additional Amounts”) to the Class B Preferred Securityholders as may be necessary in order that the net amounts received in respect of such payments by each Holder the Class B Preferred Securityholders and the Trust Preferred Securityholders after such deduction or withholding for or deduction will on account of Withholding Taxes shall equal the respective amounts that otherwise would have been received by each Holder in respect of had no such payments in the absence of such deduction or withholding or deduction; been required, provided, however, that no such Additional Amounts shall be payable with in respect to:of the Class B Preferred Securities

Additional Amounts. (a) All payments made by or on behalf of the Issuer or any of Company and the Guarantors (including, in each case, any successor entity) Guarantor under or with respect to the Notes or any Note and the Guarantee shall will be made free and clear of and without withholding or deduction for, or on account of, any present or future Taxes taxes, duties, assessments, levies, imposts or other governmental charges of similar nature (including penalties, interest and other liabilities related thereto) (collectively “Taxes”), unless the withholding or deduction of such Taxes is then required by lawlaw or the interpretation or administration thereof. If In the Issuer, event that any Guarantor withholding or any other applicable withholding agent is required by law to withhold or deduct any amount deduction for, or on account of, any Taxes imposed or levied by or on behalf of (1i) the United Kingdom or any other jurisdiction in which the Issuer Company or any the Guarantor is organized or was incorporated, engaged in business, organized or resident for tax purposes or generally subject to tax on a net income basis, or any political subdivision or any taxing authority thereof or situated therein or (2ii) any jurisdiction from or through which any payment is made by or on behalf of the Issuer Company or any the Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision or any taxing authority thereof or situated therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of is at any time so required to be made from any payments made by the Company or the Guarantor under or with respect to the Notes or any Note the Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premium, the Issuer or the relevant Guarantor, as applicable, Company shall pay such additional amounts (the “Additional Amounts”) as may be that are necessary in order that the net amounts received in respect of such payments by each Holder of the Notes (after such deduction or withholding of such Taxes, including any deduction or deduction will withholding of such Taxes with respect to such Additional Amounts) shall equal the respective amounts that which would have been received by each Holder in respect of such payments in the absence of had no such withholding or deduction; provided, however, that no Additional Amounts shall be payable with respect to:deduction of such Taxes been so required.

Additional Amounts. (a) All payments made by or on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect to the Notes or any Note a Guarantee shall will be made free and clear of of, and without withholding or deduction for, for or on account of, any present or future Taxes unless the withholding tax, duty, levy, impost, assessment or deduction of such Taxes is then required by law. If the Issuerother governmental charge (including penalties, any Guarantor or any interest and other applicable withholding agent is required by law to withhold or deduct any amount forliabilities related thereto) (collectively, or on account of, any Taxes “Taxes”) imposed or levied by or on behalf of the government of the countries in which each of the Issuer, the relevant Guarantor and, in each case, any successor thereof (1each, a “Payor”) is organized, or any other jurisdiction in which the Issuer or any Guarantor relevant Payor is or was incorporated, engaged in business, organized or is otherwise resident for tax purposes purposes, or any political subdivision thereof or therein or (2) any jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (includingmade, without limitationin each case, the jurisdiction of any Paying Agent) or including any political subdivision or any authority or agency therein or thereof or therein having power to tax (each of (1) and (2a “Relevant Taxing Jurisdiction”), unless the relevant Payor is required to withhold or deduct Taxes by law or by the official interpretation or administration thereof. If a “Tax Jurisdiction”) in respect Payor is so required to withhold or deduct any amount for or on account of Taxes imposed by a Relevant Taxing Jurisdiction from any payments payment made under or with respect to the Notes or any Note a Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premium, the Issuer or the relevant Guarantor, as applicable, shall such Payor will be required to pay such additional amounts (the “Additional Amounts”) as may be necessary in order so that the net amounts amount received in respect of such payments by each Holder any holder after such withholding or deduction will equal the respective amounts that would have been received by each Holder (including any such withholding or deduction in respect of such payments in Additional Amounts) will be equal to the absence of amount the holder would have received if such withholding Taxes had not been withheld or deductiondeducted; provided, however, that no the foregoing obligation to pay Additional Amounts shall be payable with respect does not apply to:

Additional Amounts. (a) All payments made by of, or in respect of, principal of and interest on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect to the Notes or any Note Guarantee Securities shall be made free and clear of and without withholding or deduction for, or on account of, any present or future Taxes unless the withholding taxes, duties, assessments or deduction governmental charges of such Taxes is then required by law. If the Issuer, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes kind whatsoever imposed or levied by or on behalf of (1) any jurisdiction in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes United Kingdom or any political subdivision thereof or therein or (2) any jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision Taxing authority thereof or therein (each "U.K. Withholding Taxes"), unless such U.K. Withholding Taxes are required by the United Kingdom or any such subdivision or authority to be withheld or deducted. In the event of (1i) a Change in Tax Law or (ii) a failure by the Company to list or maintain a listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the United Kingdom Income and Corporation Taxes Act 1988) (2a "Listing Failure"), a “Tax Jurisdiction”) the effect of which, in respect each case, is to require the withholding or deduction by the Company or the Guarantors pursuant to the Securities or the Guarantees, respectively, of any payments under amount for U.K. Withholding Taxes that would not have been required to be withheld or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premiumdeducted absent such event, the Issuer Company or the relevant GuarantorGuarantors, as applicablethe case may be, shall will pay such additional amounts (the “"Additional Amounts”") as may be necessary in order on the Securities that the net amounts received in respect result (after deduction or withholding of such payments by U.K. Withholding Taxes, including any deduction or withholding of such U.K. Withholding Taxes with respect to such Additional Amounts) in the payment to each Holder after such withholding or deduction will equal of a Security the respective amounts that would have been received by each Holder payable in respect of such payments in the absence of Security had no such withholding or deduction; provideddeduction been required, however, except that no Additional Amounts shall be so payable with respect tofor or on account of:

Additional Amounts. (a) All payments made by or on behalf of that the Issuer or any of the Guarantors (including, in each case, any successor entity) makes under or with respect to the Notes or any Note Guarantee that the Guarantors make under or with respect to the Guarantees shall be made free and clear of and without withholding or deduction for, for or on account of, of any present or future Taxes unless the withholding tax, duty, levy, impost, assessment or deduction other governmental charge (including, without limitation, penalties, interest and other similar liabilities related thereto) of such Taxes is then required by law. If the Issuerwhatever nature (collectively, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes “Taxes”) imposed or levied by or on behalf of (1) any jurisdiction in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized or is a resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which any of the foregoing makes any payment is made on the Notes or any Guarantee or by or on behalf of within any department or political subdivision thereof (each, a “Relevant Taxing Jurisdiction”), unless the Issuer or such Guarantor, as the case may be, is required to withhold or deduct Taxes by law or by the interpretation or administration of law. If the Issuer or a Guarantor is required to withhold or deduct any Guarantor (including, without limitation, the jurisdiction amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments payment made under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premiumNotes, the Issuer or the relevant Guarantor, as applicablethe case may be, shall pay such additional amounts in cash (the “Additional Amounts”) as may be necessary in order to ensure that the net amounts amount received in respect of such payments by each Holder after such withholding or deduction (including withholding or deduction attributable to Additional Amounts payable hereunder) will equal not be less than the respective amounts that amount the Holder would have received if such Taxes had not been received by each Holder in respect of such payments in the absence of such withholding withheld or deduction; provided, however, that no Additional Amounts shall be payable with respect to:deducted.

Additional Amounts. (a) All payments The payment of Capital Payments on the Class B Preferred Securities, and any amount payable upon redemption thereof or in liquidation, shall be made without any deduction or withholding for or on account of any present or future taxes, duties or governmental charges of any nature whatsoever imposed, levied or collected by or on behalf of the Issuer United States or Germany (or any jurisdiction from which payments are made) or, during any period in which any Substitute Obligations are outstanding, the jurisdiction of the Guarantors residence of any obligor on such Substitute Obligations (including, in each case, any successor entity) under or with respect to the Notes or any Note Guarantee shall be made free and clear of and without withholding jurisdiction from which payments are made) (each a “Relevant Jurisdiction”) or deduction for, or on account of, any present or future Taxes unless the withholding or deduction of such Taxes is then required by law. If the Issuer, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes or any political subdivision thereof or authority therein or thereof having the power to tax (2) any jurisdiction from collectively, “Withholding Taxes”), unless such deduction or through which any payment withholding is made required by or on behalf of the Issuer or any Guarantor (including, without limitationlaw. In such event, the jurisdiction Company shall pay as additional Capital Payments (or Arrears of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2Payments, as the case may be), a “Tax Jurisdiction”) in respect of any payments under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premium, the Issuer or the relevant Guarantor, as applicable, shall pay such additional amounts (the “Additional Amounts”) to the Class B Preferred Securityholders as may be necessary in order that the net amounts received in respect of such payments by each Holder the Class B Preferred Securityholders and the Trust Preferred Securityholders after such deduction or withholding for or deduction will on account of Withholding Taxes shall equal the respective amounts that otherwise would have been received by each Holder in respect of had no such payments in the absence of such deduction or withholding or deduction; been required, provided, however, that no such Additional Amounts shall be payable with in respect to:of the Class B Preferred Securities

Additional Amounts. (a) All payments made by or on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect to the Notes Notes, or by or on behalf of any Note Guarantee shall Guarantor under or with respect to any Subsidiary Guarantee, will be made free and clear of and without withholding or deduction for, for or on account of, any present or future Taxes unless the withholding tax, duty, levy, impost, assessment or deduction of such Taxes is then required by law. If the Issuerother governmental charge (hereinafter, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes “Taxes”) imposed or levied by or on behalf of (1) any jurisdiction in which the Issuer or any such Guarantor (each such Person, a “Payor”) is organized, resident or was incorporated, engaged in business, organized or resident carrying on business for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which such Payor (or its agents) makes any payment is made by or on behalf of the Issuer Notes or any Guarantor (includingSubsidiary Guarantee, without limitation, the jurisdiction of any Paying Agent) or any department or political subdivision thereof or therein (each of (1) and (2)each, a “Tax Relevant Taxing Jurisdiction”) in respect ), unless such Person is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If a Payor is so required to withhold or deduct any amount of interest for or on account of Taxes from any payments payment made under or with respect to the Notes or any Note Subsidiary Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premium, the Issuer or the relevant Guarantor, as applicable, shall such Payor will pay such additional amounts of interest (the “Additional Amounts”) as may be necessary in order so that the net amounts amount received in respect of such payments by each Holder holder (including Additional Amounts) after such withholding or deduction will equal not be less than the respective amounts that amount the holder would have received if such Taxes had not been received by each Holder in respect of such payments in the absence of such withholding withheld or deductiondeducted; provided, however, provided that no Additional Amounts shall will be payable with respect to:to a payment made to a holder (an “Excluded Holder”):

Additional Amounts. (a) All With respect to any payments made by or on the behalf of the Issuer or any a Guarantor in respect of the Guarantors (including, in each case, any successor entity) under or with respect to the Notes or any Guarantee of the Notes, as applicable, the Issuer or such Guarantor will make all payments of principal, premium, if any, and interest (whether on scheduled payment dates or upon acceleration) and the Redemption Price, if any, payable in respect of any Note Guarantee shall be made free and clear of and without deduction or withholding or deduction for, for or on account of, of any present or future Taxes unless the withholding tax, duty, levy, impost, assessment or deduction of such Taxes is then required by law. If the Issuerother governmental charge (including penalties, any Guarantor interest and other liabilities related thereto) (“Taxes”) imposed, levied, collected, withheld or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes imposed or levied assessed by or on behalf of (1) any jurisdiction in which the Issuer or any such Guarantor is incorporated or was incorporatedorganized, engaged in business, organized business for tax purposes or otherwise resident for tax purposes purposes, or any political subdivision thereof or taxing authority therein or (2) and any jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, including the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2)each, a “Tax Taxing Jurisdiction”) in respect ), upon or as a result of such payments, unless required by law or by the official interpretation or administration thereof. To the extent that any payments under such Taxes are so levied or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premiumimposed, the Issuer or the relevant Guarantor, as applicable, shall such Guarantor will pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts amount received in respect of such payments by each Holder (including Additional Amounts), after withholding for or on account of such withholding Taxes imposed upon or deduction as a result of such payment, will equal not be less than the respective amounts amount that would have been received by each Holder in respect of had such payments in Taxes not been imposed or levied. Notwithstanding the absence of foregoing, no such withholding or deduction; provided, however, that no Additional Amounts shall be payable with respect toto a payment made to a Holder or beneficial owner of a Note:

Additional Amounts. (a) All The Guarantor shall make all payments made by or on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect to the Notes or any Note Guarantee shall be made free and clear of and without withholding or deduction for, for or on account of, of any present or future Taxes tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (hereinafter “Taxes”) imposed or levied by or on behalf of (i) Ireland or any political subdivision or any authority or agency therein or thereof having power to tax, (ii) any other jurisdiction in which the Guarantor is organized or is otherwise resident for tax purposes or any political subdivision or any authority or agency therein or thereof having the power to tax, or (iii) any jurisdiction from or through which payment under or with respect to the Guarantee is made or any political subdivision or any authority or agency therein or thereof having the power to tax (each a “Relevant Taxing Jurisdiction”), unless the withholding or deduction of such Taxes is then required by lawlaw or by the official interpretation or administration thereof. If the Issuer, any Guarantor or any other applicable withholding agent is so required by law to withhold or deduct any amount for, for or on account of, any of Taxes imposed or levied by or on behalf of (1) any jurisdiction in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction a Relevant Taxing Jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premium, the Issuer or the relevant Guarantor, as applicable, Guarantor shall pay such additional amounts (the “Additional Amounts”) as may be necessary in order so that the net amounts amount received in respect of such payments by each Holder a holder (including Additional Amounts) after such withholding or deduction will equal the respective amounts that would have been received by each Holder (including any such withholding or deduction in respect of such payments in Additional Amounts) will not be less than the absence of amount such withholding holder would have received if such Taxes had not been withheld or deductiondeducted; provided, however, that no the foregoing obligation to pay Additional Amounts shall not apply to (1) any Taxes that would not have been so imposed but for the existence of any present or former connection between the Holder, applicable recipient of payment or beneficial owner of the Notes or any payment in respect of such Notes (each, a “relevant holder”) (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, the relevant holder, if the relevant holder is an estate, nominee, partnership, trust, corporation or other business entity) and the Relevant Taxing Jurisdiction (including being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction, but excluding a connection arising solely from the acquisition, ownership or holding of such Note or the receipt of any payment in respect of such Note or the Guarantee or the exercise or enforcement of rights under such Note or the Guarantee); (2) any estate, inheritance, gift, sales, use, value added, excise, transfer, personal property tax or similar tax, assessment or governmental charge; (3) any Taxes imposed as a result of the failure of the relevant holder of the Notes to comply with a timely request in writing of the Issuer or the Guarantor (such request being made at a time that would enable such relevant holder acting reasonably to comply with that request) to provide information concerning such relevant holder’s nationality, residence, identity or connection with any Relevant Taxing Jurisdiction, if and to the extent that due and timely compliance with such request under applicable law, regulation or administrative practice would have reduced or eliminated such Taxes with respect to such relevant holder; (4) any Taxes that are payable other than by deduction or withholding from a payment on the Guarantee; (5) any Taxes that would not have been so imposed if the relevant holder had presented the Note for payment (where presentation is required) to, or otherwise accepted payment from, another paying agent in a member state of the European Union; or (6) any Taxes withheld or deducted pursuant to Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended, or any comparable or successor version of such Sections, any U.S. Treasury regulations promulgated thereunder, any official interpretations thereof or any agreements or treaties (including any law implementing any such agreement or treaty) entered into in connection with the implementation thereof; nor will the Guarantor pay Additional Amounts (a) to the extent the payment could have been made without such deduction or withholding if the Note had been presented for payment (where presentation is permitted or required for payment) within 30 days after the date on which such payment or such Note became due and payable or the date on which payment thereof is duly provided for, whichever is later, (b) with respect to any payment on a Note to any holder who is a fiduciary or partnership (including an entity treated as a partnership for tax purposes) or any person other than the sole beneficial owner of such payment, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or the beneficial owner of such payment would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the actual holder of such Note, or (c) in respect of any Note to the extent such withholding or deduction is imposed as a result of any combination of clauses (1), (2), (3), (4), (5), (6), (a) and (b) of this paragraph. The Guarantor shall make any required withholding or deduction and remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. The Guarantor shall provide the Trustee, for the benefit of the Holders, with official receipts evidencing the payment of any Taxes so withheld or deducted. If, notwithstanding the Guarantor’s efforts to obtain such receipts, the same are not obtainable, the Guarantor shall provide the Trustee with other evidence. In no event, however, shall the Guarantor be required to disclose any information that the Guarantor reasonably deems to be confidential. If the Guarantor is or will become obligated to pay Additional Amounts under or with respect to any payment made on the Guarantee, at least 30 days prior to the date of such payment, the Guarantor shall deliver to the Trustee an Officer’s Certificate stating that Additional Amounts will be payable with respect toand the amount so payable and such other information necessary to enable the Paying Agent to pay Additional Amounts to holders on the relevant payment date. Whenever in the Indenture, this Supplemental Indenture or the Notes there is mentioned, in any context:

Additional Amounts. (a) All payments made by or on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect pursuant to the Notes or any Note Guarantee Securities and the Guarantees shall be made free and clear of and without withholding or deduction for, or on account of, any present or future Taxes unless the withholding taxes, duties, levies, assessments or deduction governmental charges of such Taxes is then required by law. If the Issuer, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes whatever nature (“taxes”) imposed or levied by or on behalf of (1i) the jurisdiction (or any jurisdiction political subdivision or taxing authority thereof or therein) in which the Issuer or the Subsidiary Guarantors or any Parent Guarantor is or was incorporated, engaged in business, organized incorporated or resident (or deemed for tax purposes to be resident), (ii) the jurisdiction (or any political subdivision or taxing authority thereof or therein or (2therein) any jurisdiction from or through in which any payment is made by or on behalf of the Issuer or the Subsidiary Guarantors or any Parent Guarantor makes payment on the Securities or the Guarantees or (including, without limitation, iii) the jurisdiction of any Paying Agent) United States or any political subdivision or taxing authority thereof or therein (each of (1) and (2each, an “Applicable Taxing Jurisdiction”), a “Tax Jurisdiction”) in respect of any payments under unless such taxes are required by the Applicable Taxing Jurisdiction to be withheld or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premiumdeducted. In that event, the Issuer or the relevant Guarantor, as applicable, Subsidiary Guarantors or any Parent Guarantor shall pay by way of additional interest on the Securities such additional amounts of, or in respect of, principal, premium, if any, and interest (the “Additional Amounts”) as may be necessary in order that the net amounts received will result (after deduction of such taxes and any additional taxes payable in respect of such payments by Additional Amounts) in the payment to each Holder after of such Securities of the amounts which would have been payable in respect of such Security or Guarantee had no such withholding or deduction will equal the respective amounts that would have been received by each Holder in respect of such payments in the absence of such withholding or deduction; providedrequired, however, except that no Additional Amounts shall be so payable with respect tofor or on account of:

Additional Amounts. (a) All payments made by or on behalf of that the Issuer makes under or any of with respect to this Note or that the Guarantors (including, in each case, any successor entity) make under or with respect to the Notes or any Note Guarantee Guarantees shall be made free and clear of and without withholding or deduction for, for or on account of, of any present or future Taxes unless the withholding tax, duty, levy, impost, assessment or deduction other governmental charge (including, without limitation, penalties, interest and other similar liabilities related thereto) of such Taxes is then required by law. If the Issuerwhatever nature (collectively, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes “Taxes”) imposed or levied on such payments by or on behalf of (1) any jurisdiction in which the Issuer or any Guarantor is incorporated or was incorporated, engaged in business, organized or otherwise resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which any of the foregoing makes any payment is made on this Note or by or within any political subdivision or governmental authority of or in any of the foregoing having power to tax (each, a “Relevant Taxing Jurisdiction”), unless the Issuer or such Guarantor, as the case may be, is required to withhold or deduct Taxes by law or by the interpretation or administration of law. If the Issuer or a Guarantor (or any Agent on its behalf) is required to withhold or deduct any amount for or on account of Taxes imposed or levied on behalf of the Issuer or a Relevant Taxing Jurisdiction from any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments payment made under or with respect to the Notes this Note or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premium, the Issuer or the relevant Guarantor, as applicablethe case may be, shall pay such additional amounts (the “Additional Amounts”) as may be necessary in order to ensure that the net amounts amount received in respect of such payments by each Holder after such withholding or deduction will equal the respective amounts that would have been received by each Holder (including any withholding or deduction in respect of any Additional Amounts) will not be less than the amount the Holder would have received if such payments in the absence of such withholding Taxes had not been withheld or deduction; provided, however, that no Additional Amounts shall be payable with respect to:deducted.

Additional Amounts. (a) All payments made (including any premium paid upon redemption of the Notes) by or on behalf of the Issuer or any a successor in respect of the Guarantors (including, in each case, any successor entity) under or with respect to the Notes or any the Guarantors or a successor in respect of the Note Guarantee shall Guaranties will be made free and clear of of, and without withholding or deduction for, or on account of, of any present or future Taxes unless the withholding or deduction of such Taxes is then required by law. If the Issuertaxes, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount forduties, assessments, or on account of, any Taxes other governmental charges of whatever nature (“Taxes”) imposed or levied by or on behalf of (1) Brazil, the United States, or any authority therein or thereof or any other jurisdiction in which the Issuer or any Guarantor is the Guarantors (in each case, their successor) are organized, doing business or was incorporatedfrom or through which payments are made in respect of the Notes, engaged in business, organized or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision taxing authority thereof or therein (each any of (1) and (2the aforementioned being a “Taxing Jurisdiction”), a “Tax Jurisdiction”unless the Issuer or the Guarantors (or their respective successor) in respect of any payments under are compelled by law to deduct or with respect to the Notes withhold such taxes, duties, assessments, or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premiumgovernmental charges. In such event, the Issuer or the relevant GuarantorGuarantors (or their respective successor) will make such deduction or withholding, as applicable, shall make payment of the amount so withheld to the appropriate governmental authority and pay such additional amounts (the “Additional Amounts”) Amounts as may be necessary in order to ensure that the net amounts received in respect by registered Holders of such payments by each Holder Notes after such withholding or deduction will shall equal the respective amounts that of principal and interest (or other amounts stated to be payable under the Notes) which would have been received by each Holder in respect of such payments the Notes in the absence of such withholding or deduction; provideddeduction (“Additional Amounts”). Notwithstanding the foregoing, however, that no such Additional Amounts shall be payable with respect topayable:

Additional Amounts. (a) All payments made by or on behalf of the Issuers or a Successor Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect to the Notes (whether or not in the form of Definitive Notes) or any Note of the Guarantors on their Guarantee (including in each case any Successor Person) shall be made free and clear of and without withholding or deduction for, or on account of, any present or future Taxes taxes, unless the withholding or deduction of such Taxes taxes is then required by law. If the Issuer, any Guarantor deduction or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes taxes imposed or levied by or on behalf of (1) any jurisdiction in which the Issuer Issuers or any Guarantor (including in either case any Successor Issuer or Successor Person, as applicable) is or was incorporated, engaged in businessorganized, organized carrying on a business through a branch, agency or permanent establishment or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from by or through which any payment is made by or on behalf of the Issuer Issuers or any Guarantor (includingincluding in either case any Successor Issuer or Successor Person, without limitation, as applicable) under or with respect to the jurisdiction of any Paying Agent) Notes or Guarantees or any political subdivision thereof or therein (each of (1) and (2)each, a “Tax Jurisdiction”) in respect of will at any time be required to be made from any payments made by or on behalf of the Issuers or Successor Issuers under or with respect to the Notes or any Note of the Guarantors or Successor Persons with respect to any Guarantee, including, without limitation, including payments of principal, Redemption Priceredemption price, purchase price, interest or premium, the Issuer Issuers or the relevant GuarantorGuarantor (including in either case any Successor Issuer or Successor Person), as applicable, shall pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received by each holder in respect of such payments by each Holder after such withholding or deduction (including any such deduction or withholding from such Additional Amounts) will equal the respective amounts that would have been received by each Holder holder in respect of such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts shall will be payable with respect to:

Additional Amounts. (a) All payments made by or on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect to the Notes or any and the Note Guarantee shall Guarantees will be made free and clear of and without withholding or deduction for, or on account of, any present or future Taxes taxes, duties, assessments or governmental charges of whatever nature imposed or levied (including any penalties and interest related thereto) (“Taxes”) unless the withholding or deduction of such Taxes is then required by lawlaw or by the official interpretation or administration thereof. If the IssuerIf, with respect to a Guarantor, any Guarantor withholding or any other applicable withholding agent is required by law to withhold or deduct any amount deduction for, or on account of, any Taxes imposed or levied by or on behalf of (1i) any jurisdiction (other than the United States) in which the Issuer or any such Guarantor is or was then incorporated, organized, engaged in business, organized business or resident for tax purposes purposes, or any political subdivision or governmental authority thereof or therein having power to tax or (2ii) any jurisdiction (other than the United States) from or through which any payment is made by or on behalf of the Issuer or any such Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2)each, a “Tax Jurisdiction”) in respect of ), will at any time be required to be made from any payments under made by or on behalf of such Guarantor with respect to the Notes or any its Note Guarantee, including, without limitation, payments of principal, Redemption Priceredemption price, purchase price, interest or premium, the Issuer or the relevant Guarantor, as applicable, shall such Guarantor will pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by each Holder (including payments of Additional Amounts) after such withholding or deduction will equal the respective amounts that would have been received by each Holder in respect of such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts shall will be payable with respect to:

Additional Amounts. (a) All payments made in respect of the Notes or any Guarantee by or on behalf of the Issuer Issuer, any Guarantor, or any of the Guarantors successor thereto (includingeach, in each case, any successor entitya “Payor”) under or with respect to the Notes or any Note Guarantee shall be made free and clear of of, and without withholding or deduction for, or on account of, any present or future Taxes taxes, levies, duties, imposts, assessments or other governmental charges, including any interest, additions to tax and penalties related thereto (collectively, “Taxes”), unless the such withholding or deduction of such Taxes is then required by applicable law. If the Issuerany Payor, any Guarantor or any other applicable withholding agent agent, is required by law to withhold or deduct any amount for, in respect of any payment made in respect of the Notes or on account of, any Taxes Guarantee with respect to any Tax imposed or levied by or on behalf of (1) any jurisdiction in which the Issuer any Payor is, at any time, organized, resident or any Guarantor is or was incorporated, engaged in business, organized or resident doing business for tax purposes purposes, or any political subdivision thereof or therein or (2) any jurisdiction from or through which any payment is made by Payor or any paying agent (on behalf of any Payor) makes any payments on the Issuer Notes or any Guarantor (includingGuarantee, without limitationor, the jurisdiction of in each case, any Paying Agent) governmental authority or any political subdivision thereof or therein having the power to tax (each of (1) and (2)each, a “Relevant Tax Jurisdiction”) in respect of any payments under or with respect ), the Payor will, subject to the Notes or any Note Guaranteeexceptions and limitations set forth below, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premium, the Issuer or the relevant Guarantor, as applicable, shall pay such additional amounts (the “Additional Amounts”) as may be are necessary in order so that the net amounts payment received by a beneficial owner of the Notes (including any Additional Amounts), after withholding or deduction for any Taxes of any Relevant Tax Jurisdiction (including in respect of any Additional Amounts) will equal the amount such beneficial owner would have received in respect of such payments by each Holder after payment had no such withholding or deduction will equal the respective amounts that would have been received by each Holder in respect of such payments in the absence of such withholding or deduction; provided, however, that no required. A Payor’s obligation to pay Additional Amounts shall be payable with respect tonot apply:

Additional Amounts. (a) All payments to be made by the Company under this Agreement, or on behalf as a result of the Issuer or any of the Guarantors (includingentering into this Agreement, in each case, any successor entity) under or with respect to the Notes or any Note Guarantee shall be made free and clear of and without withholding or deduction for, for or on account of, of any present or future Taxes taxes, levies, assessments, imposts, duties or charges whatsoever unless the withholding or deduction of such Taxes is then required by law. If the Issuer, any Guarantor or any other applicable withholding agent Company is required by law to withhold or deduct such taxes, levies, assessments, imposts, duties or charges. If the compensation (including the Initial Purchasers’ commissions) is or any amount forother amounts to be received by the Initial Purchasers under this Agreement (including, without limitation, indemnification and contribution payments and reimbursable expenses), or on account ofas a result of entering into this Agreement, are subject to any Taxes present or future taxes, levies, assessments, deductions, withholdings, imposts, duties or charges of any nature, including interest, penalties and additions thereto, imposed or levied by or on behalf of (1) any jurisdiction in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which any payment is made (other than, in the case of any Initial Purchaser, any income or other tax due solely as a result of such Initial Purchaser’s connection with or establishment in such jurisdiction, other than solely from such Initial Purchaser having executed, delivered or performed its obligations, received any amounts, or enforced its rights under this Agreement) (“Taxes”), then the Company will pay to the Initial Purchasers an additional amount so that the Initial Purchasers retain, after taking into consideration all such Taxes, an amount equal to the amounts owed to them as compensation or otherwise under this Agreement as if such amounts had not been subject to Taxes. If any Taxes are collected by deduction or on behalf withholding, the Company will provide to the Initial Purchasers copies of documentation evidencing the transmittal to the proper authorities of the Issuer amount of Taxes deducted or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premium, the Issuer or the relevant Guarantor, as applicable, shall pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect withheld within 15 days after payment of such payments by each Holder after such withholding Taxes. The Company further agrees to indemnify and hold harmless the Initial Purchasers against any documentary, stamp, sales, transaction or deduction will equal similar issue tax, including any interest and penalties, on the respective amounts that would have been received by each Holder in respect creation, issue and sale of such payments in the absence Securities, and on the execution, delivery, performance and enforcement of such withholding or deduction; provided, however, that no Additional Amounts shall be payable with respect to:the Transaction Documents.

Additional Amounts. (a) All payments made by of, or in respect of, principal of and interest on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect to the Notes or any Note Guarantee Securities shall be made free and clear of and without withholding or deduction for, or on account of, any present or future Taxes unless the withholding taxes, duties, assessments or deduction governmental charges of such Taxes is then required by law. If the Issuer, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes kind whatsoever imposed or levied by or on behalf of (1) any jurisdiction in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes United Kingdom or any political subdivision thereof or therein or (2) any jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision Taxing authority thereof or therein (each “U.K. Withholding Taxes”), unless such U.K. Withholding Taxes are required by the United Kingdom or any such subdivision or authority to be withheld or deducted. In the event of (1i) a Change in Tax Law or (ii) a failure by the Company to list or maintain a listing of the Securities on a “recognized stock exchange” (within the meaning of Section 841 of the United Kingdom Income and Corporation Taxes Act 1988) (2a “Listing Failure”), a “Tax Jurisdiction”) the effect of which, in respect each case, is to require the withholding or deduction by the Company or the Guarantors pursuant to the Securities or the Guarantees, respectively, of any payments under amount for U.K. Withholding Taxes that would not have been required to be withheld or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premiumdeducted absent such event, the Issuer Company or the relevant GuarantorGuarantors, as applicablethe case may be, shall will pay such additional amounts (the “Additional Amounts”) as may be necessary in order on the Securities that the net amounts received in respect result (after deduction or withholding of such payments by U.K. Withholding Taxes, including any deduction or withholding of such U.K. Withholding Taxes with respect to such Additional Amounts) in the payment to each Holder after such withholding or deduction will equal of a Security the respective amounts that would have been received by each Holder payable in respect of such payments in the absence of Security had no such withholding or deduction; provideddeduction been required, however, except that no Additional Amounts shall be so payable with respect tofor or on account of:

Additional Amounts. (a) All payments made by or on behalf of that the Issuer or any of the Guarantors (including, in each case, any successor entity) makes under or with respect to the Notes or any Note Guarantee shall be made free and clear of and without withholding or deduction for, for or on account of, of any present or future Taxes unless the withholding tax, duty, levy, impost, assessment or deduction other governmental charge (including, without limitation, penalties, interest and other similar liabilities related thereto) of such Taxes is then required by law. If the Issuerwhatever nature (collectively, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes “Taxes”) imposed or levied by or on behalf of (1) any jurisdiction in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized or is a resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which the Issuer makes any payment is made on the Notes or by or on behalf of the Issuer within any department or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2)each, a “Tax Relevant Taxing Jurisdiction”) in respect ), unless the Issuer is required to withhold or deduct Taxes by law or by the interpretation or administration of law. If the Issuer is required to withhold or deduct any payments amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premiumNotes, the Issuer or the relevant Guarantor, as applicable, shall pay such additional amounts in cash (the “Additional Amounts”) as may be necessary in order to ensure that the net amounts amount received in respect of such payments by each Holder after such withholding or deduction (including withholding or deduction attributable to Additional Amounts payable hereunder) will equal not be less than the respective amounts that amount the Holder would have received if such Taxes had not been received by each Holder in respect of such payments in the absence of such withholding withheld or deduction; provided, however, that no Additional Amounts shall be payable with respect to:deducted.

Additional Amounts. (a) All payments and deliveries made by by, or on behalf of of, the Issuer Company or any of successor to the Guarantors (including, in each case, any successor entity) Company under or with respect to this Indenture and the Notes Notes, including, but not limited to, payments of principal (including, if applicable, the Fundamental Change Repurchase Price), premium, if any, payments of interest, if any, and deliveries of ADSs or any other consideration due on conversion of a Note Guarantee (together with payments of cash for any Fractional ADS or other consideration) upon conversion of the Notes, shall be made free and clear of and without withholding withholding, deduction or deduction reduction for any other collection at source for, or on account of, any present or future Taxes unless the withholding taxes, duties, assessments or deduction governmental charges of such Taxes is then required by law. If the Issuer, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes whatever nature imposed or levied (including any penalties and interest related thereto) (“applicable taxes”) by or on behalf of (1) within any jurisdiction in which the Issuer Company or any Guarantor is or was successor to the Company is, for tax purposes, incorporated, engaged in business, organized or resident for tax purposes or any political subdivision thereof or therein or doing business (2) any jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premium, the Issuer or the relevant Guarantoreach, as applicable, a “Relevant Taxing Jurisdiction”) or through which payment is made or deemed made (together with each Relevant Taxing Jurisdiction, a “Relevant Jurisdiction,” and in each case, any political subdivision or taxing authority thereof or therein) unless such withholding, deduction or reduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding, deduction or reduction is so required, the Company or any successor to the Company shall pay or deliver to each Holder such additional amounts of cash, ADSs or other consideration, as applicable (the “Additional Amounts”) as may be necessary in order to ensure that the net amounts amount received in respect by the beneficial owner of such payments by each Holder the Notes after such withholding withholding, deduction or deduction will reduction (and after deducting any taxes on the Additional Amounts) shall equal the respective amounts that would have been received by each Holder in respect of such payments in the absence of beneficial owner had no such withholding withholding, deduction or deductionreduction been required; provided, however, provided that no Additional Amounts shall be payable with respect topayable:

Additional Amounts. (a) All payments made by or on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect to the Notes or any Note Guarantee shall be made free and clear of and without withholding or deduction for, or on account of, any present or future Taxes unless the withholding or deduction of such Taxes is then required by law. If the Issuer, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction (other than the United States or any political subdivision thereof or therein) in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes or any political subdivision thereof or therein and, in the case of any successor entity, wherein such successor entity assumes the obligations of the Notes, the Guarantees and the Indenture following a merger, consolidation or transfer, lease or conveyance of substantially all of the assets and properties of the Issuer or the applicable Guarantor or (2) any jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”, and (1) a “Relevant Tax Jurisdiction”) in respect of any payments under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, Redemption Priceredemption price, purchase price, interest or premium, the Issuer or the relevant Guarantor, as applicable, shall pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by each Holder beneficial owner of Notes after such withholding or deduction will shall equal the respective amounts that would have been received by each Holder in respect of such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts shall be payable with respect to:

Additional Amounts. (a) All payments made by or on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect to the Notes under the Indenture or pursuant to any Note Guarantee shall must be made free and clear of and without withholding or deduction for, for or on account of, of any present or future Taxes unless the withholding tax, duty, levy, impost, assessment or deduction of such Taxes is then required by law. If the Issuerother governmental charge (including penalties, any Guarantor or any interest and other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes liabilities related thereto) imposed or levied by or on behalf of (1) any jurisdiction in which the Issuer or any Guarantor is or was incorporatedUnited States, engaged in businessGermany, organized or resident for tax purposes Luxembourg, the United Kingdom or any political subdivision or governmental authority thereof or therein or having the power to tax, (2) any jurisdiction from or through which any payment is made by or on behalf of the Issuer Notes or any Guarantor (includingNote Guarantee is made, without limitation, the jurisdiction of any Paying Agent) or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which the payor is organized or otherwise considered to be a resident or engaged in business for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each of (1) and (2a “Relevant Taxing Jurisdiction”), collectively, “Taxes,” unless the Issuer, any Guarantor or other applicable withholding agent is required to withhold or deduct Taxes by law or by the interpretation or administration thereof by the relevant government authority or agency provided, however, that in determining what withholding is required by law for U.S. federal income and withholding tax purposes, the Issuer, a “Tax Jurisdiction”) Guarantor or other applicable withholding agent shall be entitled to treat any payments on or in respect of the Notes or any payments Note Guarantee as if the Notes or any Note Guarantee were issued by a U.S. person as defined in section 7701(a)(30) of the Code. If the Issuer, any Guarantor or other applicable withholding agent is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premium, the Issuer or the relevant such Guarantor, as applicablethe case may be, shall will be required to pay such additional amounts (the amount — “Additional Amounts”) ” — as may be necessary in order so that the net amounts amount (including Additional Amounts) received in respect of such payments by each Holder after such withholding or deduction (including any withholding or deduction on such Additional Amounts) will equal not be less than the respective amounts that amount such Holder would have received if such Taxes had not been received by each Holder in respect of such payments in the absence of such withholding withheld or deductiondeducted; provided, however, that no Additional Amounts will be payable with respect to payments made to any Holder or beneficial owner to the extent such Taxes are imposed by reason of (i) such Holder or beneficial owner being considered to be or to have been connected with a Relevant Taxing Jurisdiction, otherwise than by the acquisition, ownership, holding or disposition of the Notes, the enforcement of rights under the Notes or under any Note Guarantee or the receipt of payments in respect of the Notes or any Note Guarantee, or (ii) such Holder or beneficial owner not completing any procedural formalities that it is legally eligible to complete and are necessary for the Issuer, a Guarantor or other applicable withholding agent to make or obtain authorization to make payments without such Taxes (including, without limitation, providing prior to the receipt of any payment on or in respect of a Note or any Note Guarantee, a complete, correct and executed IRS Form W-8 or W-9 or successor form, as applicable, with all appropriate attachments); provided, however, that for purposes of this obligation to pay Additional Amounts, the Issuer, a Guarantor or other applicable withholding agent shall be entitled, for U.S. federal income and withholding tax purposes, to treat any payments on or in respect of the Notes as if the Notes were issued by a U.S. person as defined in section 7701(a)(30) of the Code. Further, no Additional Amounts shall be payable with respect to:to (i) any Tax imposed by the United States or any political subdivision or governmental authority thereof or therein on interest by reason of any Holder or beneficial owner holding or owning, actually or constructively, 10% or more of the total combined voting power of all classes of stock of the Issuer or any Guarantor entitled to vote or (ii) any Tax imposed by the United States or any political subdivision or governmental authority thereof or therein on interest by reason of any Holder or beneficial owner being a controlled foreign corporation that is a related person within the meaning of Section 864(d)(4) of the Code with respect to the Issuer or any Guarantor. The Issuer or Guarantor (as applicable) required to withhold any Taxes will make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable law. The Issuer or Guarantor (as applicable) will use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment by the Issuer or Guarantor (as applicable) of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and will provide such certified copies to the Trustee. Wherever in the Indenture or the Notes or any Note Guarantee there are mentioned, in any context, (1) the payment of principal, (2) purchase prices in connection with a purchase of Notes under the Indenture or the Notes, (3) interest or (4) any other amount payable on or with respect to any of the Notes or any Note Guarantee, such reference shall be deemed to include payment of Additional Amounts as described under this heading to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. 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 herein or 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 will survive any termination, defeasance or discharge of the Indenture. References in this section (“Additional Amounts”) to the Issuer or any Guarantor shall apply to any successor(s) thereto.

Additional Amounts. (a) All payments made by or on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect to this Note under the Notes Indenture or pursuant to any Note Guarantee shall must be made free and clear of and without withholding or deduction for, for or on account of, of any present or future Taxes unless the withholding tax, duty, levy, impost, assessment or deduction of such Taxes is then required by law. If the Issuerother governmental charge (including penalties, any Guarantor or any interest and other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes liabilities related thereto) imposed or levied by or on behalf of the (1) any jurisdiction in which the Issuer or any Guarantor is or was incorporatedUnited States, engaged in businessGermany, organized or resident for tax purposes Luxembourg, the United Kingdom or any political subdivision or governmental authority thereof or therein or having the power to tax, (2) any jurisdiction from or through which payment on the Notes or any Note Guarantee is made, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which the payor is organized or otherwise considered to be a resident or engaged in business for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each a “Relevant Taxing Jurisdiction”), collectively, “Taxes”, unless the Issuer, relevant Guarantor or other applicable withholding agent is required to withhold or deduct Taxes by law or by the interpretation or administration thereof by the relevant government authority or agency. If the Issuer, a Guarantor or other applicable withholding agent making a payment is made by or on behalf of the Issuer or a Guarantor is so required to withhold or deduct any Guarantor (including, without limitation, the jurisdiction amount for or on account of Taxes from any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments payment made under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premium, the Issuer or the relevant such Guarantor, as applicablethe case may be, shall will be required to pay such additional amounts amount (such amount the “Additional Amounts”) as may be necessary in order so that the net amounts amount (including Additional Amounts) received in respect of such payments by each Holder holder after such withholding or deduction (including any withholding or deduction on such Additional Amounts) will equal not be less than the respective amounts that amount such holder would have received if such Taxes had not been received by each Holder in respect of such payments in the absence of such withholding withheld or deductiondeducted; provided, however, that no Additional Amounts will be payable with respect to payments made to any holder to the extent such Taxes are imposed by reason of (i) such holder or beneficial owner being considered to be or to have been ​ ​ connected with a Relevant Taxing Jurisdiction, other than by the acquisition, ownership, holding or disposition of this Note, the enforcement of rights under this Note or under any Note Guarantee or the receipt of payments in respect of this Note or any Note Guarantee, or (ii) such holder or beneficial owner not completing any procedural formalities that it is legally eligible to complete and are necessary for the Issuer, Guarantors or other applicable withholding agent to make or obtain authorization to make payments without such Taxes (including, without limitation, providing prior to the receipt of any payment on or in respect of this Note or any Note Guarantee a complete, correct and executed IRS Form W-8 or W-9 or substitute or successor form, as applicable, with all appropriate attachments or a comparable form required by another Relevant Taxing Jurisdiction). Further, no Additional Amounts shall be payable with respect to:to (i) any Tax imposed on interest by the United States or any political subdivision or governmental authority thereof or therein by reason of any beneficial owner holding or owning, actually or constructively, 10% or more of the total combined voting power of all classes of stock of the Issuer or any Guarantor entitled to vote, (ii) any Tax imposed on interest by the United States or any political subdivision or governmental authority thereof or therein by reason of any beneficial owner being a controlled foreign corporation that is a related person within the meaning of Section 864(d)(4) of the Internal Revenue Code of 1986, as amended (the “Code”) with respect to the Issuer or any Guarantor, (iii) any Tax imposed on interest by the United States or any political subdivision or governmental authority thereof or therein by reason of any beneficial owner being a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business or (iv) any United States federal tax imposed pursuant to FATCA, (v) with respect to German tax residents any Tax withheld by a German custodian, who is required to deduct the withholding tax from such interest payments, provided that this Note is held in custody with such German custodian. The Issuer or any Guarantor (as applicable) required to withhold any Taxes will make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable law. The Issuer or any Guarantor (as applicable) will use commercially reasonable efforts to obtain certified copies of tax receipts evidencing the payment by the Issuer or such Guarantor (as applicable) of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and will provide such certified copies to the Trustee. Wherever in the Indenture, this Note or any Note Guarantee there are mentioned, in any context, (1) the payment of principal, (2) purchase prices in connection with a purchase of Notes under the Indenture or this Note, (3) interest or (4) any other amount payable on or with respect to this Note or any Note Guarantee, such reference shall be deemed to include payment of Additional Amounts as described under this heading to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. At least 30 days prior to each date on which payment of principal, premium, if any, interest or other amounts on this Note is to be made (unless an 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 Issuer or a Guarantor will be obligated to pay Additional Amounts with respect to any such 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 and the amounts so payable, and will set forth such other information necessary to enable the Trustee or the Paying Agent to pay such Additional Amounts to the holders on the payment date. The Issuer or a Guarantor (as applicable) will pay to the Trustee or the ​ ​ Paying Agent such Additional Amounts and, if paid to a Paying Agent other than the Trustee, shall promptly provide the Trustee with documentation evidencing the payment of such Additional Amounts. Copies of such documentation shall be made available to the holders upon request. The foregoing obligations in this Paragraph 2 will survive any termination, defeasance or discharge of the Indenture. References in this Paragraph 2 to the Issuer or any Guarantor shall apply to any successor(s) thereto.

Additional Amounts. (a) All payments made by or on behalf of the Issuer Company or any of the Guarantors (including, in each case, any successor entity) Guarantor under or with respect to the Notes or any Note Guarantee shall the Subsidiary Guarantees will be made free and clear of and without withholding or deduction for, for or on account of, of any present or future Taxes unless the withholding tax, duty, levy, impost, assessment or deduction of such Taxes is then required by law. If the Issuerother governmental charge (including without limitation, any Guarantor or penalities, interest and any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes liability with respect thereto) (“Taxes”) imposed or levied by or on behalf of (1) any jurisdiction in which the Issuer Company or any Guarantor (including any successor entities) is or was incorporated, engaged in business, then organized or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from by or through which any payment is made by or on behalf of (each, a “Relevant Taxing Jurisdiction”), unless the Issuer Company or any Guarantor (including, without limitation, the jurisdiction of or any Paying Agent) is required to withhold or deduct Taxes under the laws of the Relevant Taxing Jurisdiction or by the interpretation or administration thereof by the relevant taxing authority. If the Company or any political subdivision thereof Guarantor (or therein (each any Paying Agent) is so required to withhold or deduct any amount for or on account of (1) and (2), a “Tax Jurisdiction”) in respect of Taxes from any payments payment made under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premiumthe Subsidiary Guarantees, the Issuer Company or any such Guarantor (and each Paying Agent) will pay to each Holder of the relevant GuarantorNotes that are outstanding on the date of the required payment, as applicable, shall pay such additional amounts (the “Additional Amounts”) as may be necessary in order so that the net amounts amount received in respect of by such payments by each Holder (including the Additional Amounts) after such withholding or deduction will equal not be less than the respective amounts that amount such Holder would have received if such Taxes had not been received by each Holder in respect of such payments in the absence of such withholding withheld or deduction; provideddeducted, however, provided that no Additional Amounts shall will be payable with respect toto any Note:

Additional Amounts. (ag) All payments made by or on behalf the Company in respect of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect to the Notes or any the Guarantor in respect of a Note Guarantee shall will be made free and clear of and without withholding or deduction for, for or on account of, of any present or future Taxes unless the withholding or deduction of such Taxes is then required by law. If the Issuertaxes, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount forduties, assessments, or on account of, any Taxes other governmental charges of whatever nature imposed or levied by or on behalf of (1) any jurisdiction in which the Issuer Company or any the Guarantor is or was incorporated, engaged in business, organized or is a resident for tax purposes purposes, or any political subdivision thereof or therein or (2) any other jurisdiction from or through which any payment is payments under the notes are made by or on behalf of the Issuer or any Guarantor (includingCompany, without limitation, the jurisdiction of any Paying Agent) or any political subdivision or authority thereof or therein having power to tax (each of (1) and (2a “Relevant Jurisdiction”), a “Tax Jurisdiction”) in respect unless the Company or the Guarantor is compelled by law to deduct or withhold such taxes, duties, assessments, or governmental charges. In such event, the Company or the Guarantor will make such deduction or withholding, make payment of any payments under or with respect the amount so withheld to the Notes or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premium, the Issuer or the relevant Guarantor, as applicable, shall appropriate governmental authority and pay such additional amounts (the “Additional Amounts”) as may be necessary in order to ensure that the net amounts received in respect receivable by Holders of such payments by each Holder Notes after such withholding or deduction will shall equal the respective amounts that of principal and interest which would have been received by each Holder receivable in respect of such payments the Notes in the absence of such withholding or deduction; provided, however, that no deduction (“Additional Amounts”). No such Additional Amounts shall be payable with respect topayable:

Additional Amounts. (a) All payments made (including any premium paid upon redemption of the Notes) by or on behalf of the Issuer Company or any a successor in respect of the Guarantors (including, in each case, any successor entity) under or with respect to the Notes or any the Guarantor or a successor in respect of the Note Guarantee shall Guaranty will be made free and clear of of, and without withholding or deduction for, or on account of, of any present or future Taxes unless the withholding or deduction of such Taxes is then required by law. If the Issuertaxes, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount forduties, assessments, or on account of, any Taxes other governmental charges of whatever nature imposed or levied by or on behalf of (1) Chile, the Cayman Islands, or any authority therein or thereof or any other jurisdiction in which the Issuer Company or any the Guarantor is (in each case, their successor) are organized, doing business or was incorporatedfrom or through which payments are made in respect of the Notes, engaged in business, organized or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision taxing authority thereof or therein (each any of (1) and (2the aforementioned being a “Taxing Jurisdiction”), a “Tax Jurisdiction”unless the Company or the Guarantor (or their respective successor) in respect are compelled by law to deduct or withhold such taxes, duties, assessments, or governmental charges. In such event, the Company or the Guarantor (or their respective successor) will make such deduction or withholding, make payment of any payments under or with respect the amount so withheld to the Notes or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premium, the Issuer or the relevant Guarantor, as applicable, shall appropriate governmental authority and pay such additional amounts (the “Additional Amounts”) Amounts as may be necessary in order to ensure that the net amounts received in respect by registered Holders of such payments by each Holder Notes after such withholding or deduction will shall equal the respective amounts that of principal and interest (or other amounts stated to be payable under the Notes) which would have been received by each Holder in respect of such payments the Notes in the absence of such withholding or deduction; provideddeduction (“Additional Amounts”). Notwithstanding the foregoing, however, that no such Additional Amounts shall be payable with respect topayable:

Additional Amounts. (a) All payments made by or on behalf Unless otherwise specified in any Board Resolution of the Issuer or the Guarantor establishing the terms of Securities of a series or the Guarantees relating thereto in accordance with Section 301, if any of the Guarantors (including, in each case, any successor entity) under deduction or with respect to the Notes or any Note Guarantee shall be made free and clear of and without withholding or deduction for, or on account of, for any present or future Taxes unless taxes, assessments or other governmental charges of the withholding or deduction of such Taxes is then required by law. If the Issuer, any Guarantor jurisdiction (or any other applicable withholding agent is required by law to withhold political subdivision or deduct any amount for, taxing authority thereof or on account of, any Taxes imposed or levied by or on behalf of (1therein) any jurisdiction in which the Issuer or any the Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes shall at any time be required by such jurisdiction (or any such political subdivision thereof or therein or (2) any jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”taxing authority) in respect of any payments amounts to be paid by the Issuer of principal of or interest on a Security of any series, or by the Guarantor under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premiumGuarantees, the Issuer or the relevant Guarantor, as applicablethe case may be, shall will pay to the Holder of a Security of such series such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect paid to such Holder of such payments by each Holder Security who, with respect to any such tax, assessment or other governmental charge, is not resident in such jurisdiction, after such withholding deduction or deduction will equal withholding, shall be not less than the respective amounts that would have been received by each specified in such Security to which such Holder in respect of such payments in the absence of such withholding or deductionis entitled; provided, however, that no Additional Amounts the Issuer or the Guarantor, as the case may be, shall not be required to make any payment of additional amounts (i) for or on account of any such tax, assessment or governmental charge imposed by the United States or any political subdivision or taxing authority thereof or therein or (ii) for or on account of: (a) any tax, assessment or other governmental charge which would not have been imposed but for (i) the existence of any present or former connection between such Holder (or between a fiduciary, settler, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation) and the taxing jurisdiction or any political subdivision or territory or possession thereof or area subject to its jurisdiction, including, without limitation, such Holder (or such fiduciary, settler, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or being or having been present or engaged in trade or business therein or having or having had a permanent establishment therein or (ii) the presentation of a Security of such series (where presentation is required) for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later; (b) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (c) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payments of (or in respect of) principal of, or any interest on, the Securities of such series; (d) any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure to comply by the Holder or the beneficial owner of the Security of such series with a request of the Issuer or the Guarantor addressed to the Holder (i) to provide information concerning the nationality, residence or identity of the Holder or such beneficial owner or (ii) to make any declaration or other similar claim or satisfy any information or reporting requirements, which, in the case of (i) or (ii), is required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from all or part of such tax, assessment or other governmental charge; or (e) any combination of items (a), (b), (c) and (d) above; nor shall additional amounts be paid (i) with respect to any payment of the principal of, or any interest on, any Security of such series to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of the jurisdiction (or any political subdivision or taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or settler with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to such additional amounts had it been the Holder of such Security or (ii) if the payment is in respect of a definitive Registered Security issued at the request of a holder of a Book-Entry Security following an Event of Default and at the time the payment is made definitive Registered Securities have not been issued in exchange for the entire principal amounts of the Securities. (Sections 205, 803 and 1004). The foregoing provisions shall apply mutandis mutandis to any withholding or deduction for or on account of any present or future taxes, assessments or governmental charges of whatever nature of any jurisdiction in which any successor Person to the Issuer or the Guarantor, as the case may be, is organized, or any political subdivision or taxing authority thereof or therein; provided, however, that such payment of additional amounts may be subject to such further exceptions as may be established in the terms of such Securities established as contemplated by Section 301. Subject to the foregoing provisions, 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 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 in this Section to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 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. If the terms of the Securities of a series established as contemplated by Section 301 do not specify that additional amounts pursuant to the Section will not be payable by the Issuer or the Guarantor, at least 10 days prior to the first Interest Payment Date with respect to:to that series of Securities (or if the Securities of that series 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 Officers' Certificate, the Issuer will furnish the Trustee and the Issuer's principal Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series or any related coupons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that series. If any such withholding shall be required, then such 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 Issuer or the Guarantor, as the case may be, will pay to the Trustee or such Paying Agent or Paying Agents the additional amounts required by this Section. Each of the Issuer and the Guarantor covenant to indemnify each of the Trustee and any Paying Agent for, and to hold each of them harmless against, any loss, liability or expense arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers' Certificate furnished pursuant to this Section, except to the extent that any such loss, liability or expense is due to its own negligence or bad faith.

Additional Amounts. (a) All payments made by or on behalf of the Issuer Company or any of the Guarantors Guarantor (including, in each case, any successor entity) ), including amounts payable upon redemption, repurchase or conversion, under or with respect to the Notes or any Note the Guarantee shall will be made free and clear of and without withholding or deduction for, or on account of, any present or future Taxes taxes unless the withholding or deduction of such Taxes taxes is then required by law. If the IssuerCompany, any the Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes taxes imposed or levied by or on behalf of (1) any jurisdiction in which the Issuer Company or any the Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which any payment is made by or on behalf of the Issuer Company or any the Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments or delivery under or with respect to the Notes or any Note the Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premium, the Issuer Company or the relevant Guarantor, as applicable, shall will pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments or delivery by each Holder after such withholding or deduction will equal the respective amounts that would have been received by each Holder in respect of such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts shall will be payable with respect to:

Additional Amounts. (a) All payments made by or on behalf of that the Issuer or any of the Guarantors (including, in each case, any successor entity) Issuers make under or with respect to the Notes or any Note Guarantee that the Guarantors make under or with respect to the Guarantees shall be made free and clear of and without withholding or deduction for, for or on account of, of any present or future tax, duty, levy, impost, assessment or other governmental charge (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied on such payments by or on behalf of any jurisdiction (other than the United States, any state thereof or the District of Columbia) in which any Issuer or Guarantor is organized, resident or doing business for tax purposes or from or through which any of the foregoing (or its agents, including the Paying Agent) makes any payment on this Note or by or within any department or political subdivision or governmental authority of or in any of the foregoing having power to tax (each, a “Relevant Taxing Jurisdiction”), unless such Issuer or Guarantor or other applicable withholding agent, as the case may be, is required to withhold or deduct Taxes unless by law or by the withholding interpretation or deduction administration of such Taxes is then required by law. If the an Issuer, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for, for or on account of, any of Taxes imposed or levied by or on behalf of (1) any jurisdiction in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction a Relevant Taxing Jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments under or with respect to the Notes this Note or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premium, the such Issuer or the relevant Guarantor, as applicablethe case may be, shall pay such additional amounts (the “Additional Amounts”) as may be necessary in order to ensure that the net amounts amount received in respect of such payments by each Holder beneficial owner of the Notes, after such withholding or deduction will equal the respective amounts that would have been received by each Holder (including any withholding or deduction in respect of any Additional Amounts) will not be less than the amount the beneficial owner would have received if such payments in the absence of such withholding Taxes had not been withheld or deduction; provided, however, that no Additional Amounts shall be payable with respect to:deducted.

Additional Amounts. (a) All payments made by or on behalf of that the Issuer or any of the Guarantors (including, in each case, any successor entity) Company makes under or with respect to the Notes or any Note Guarantee that the Guarantors make under or with respect to the Guarantees shall be made free and clear of and without withholding or deduction for, for or on account of, of any present or future Taxes unless the withholding tax, duty, levy, impost, assessment or deduction other governmental charges (including, without limitation, penalties, interest and other similar liabilities related thereto) of such Taxes is then required by law. If the Issuerwhatever nature (collectively, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes “Taxes”) imposed or levied by or on behalf of (1) any jurisdiction in which the Issuer Company or any Guarantor is or was incorporated, engaged in businessorganized, organized or otherwise resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which any of the foregoing makes any payment is made on the Notes or by or on behalf of the Issuer within any department or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2)each, a “Tax Relevant Taxing Jurisdiction”) in respect ), unless the Company or such Guarantor, as the case may be, is required to withhold or deduct Taxes by law or by the interpretation or administration of law. If the Company or a Guarantor is required to withhold or deduct any payments amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premiumNotes, the Issuer Company or the relevant Guarantor, as applicablethe case may be, shall pay such additional amounts (the “Additional Amounts”) as may be necessary in order to ensure that the net amounts amount received in respect of such payments by each Holder (including Additional Amounts) after such withholding or deduction will equal be not less than the respective amounts that amount the Holder would have received if such Taxes had not been received by each Holder in respect of such payments in the absence of such withholding required to be withheld or deduction; provided, however, that no Additional Amounts shall be payable with respect to:deducted.

Additional Amounts. (a) All payments made by or on behalf of that the Issuer or any of the Guarantors (including, in each case, any successor entity) makes under or with respect to the Notes or any Note Guarantee shall be made free and clear of and without withholding or deduction for, for or on account of, of any present or future Taxes tax, duty, levy, impost, assessment or other governmental charge (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied on such payments by or on behalf of any jurisdiction (other than the United States, any state thereof or the District of Columbia) in which the Issuer is organized, resident or doing business for tax purposes or from or through which it (or its agents, including the Paying Agent) makes any payment on this Note or by or within any department, political subdivision or governmental authority of or in any of the foregoing having power to tax (each, a “Relevant Taxing Jurisdiction”), unless the Issuer or other applicable withholding agent, as the case may be, is required to withhold or deduction deduct Taxes by law or by the interpretation or administration of such Taxes is then required by law. If the Issuer, any Guarantor Issuer or any other applicable withholding agent is required by law to withhold or deduct any amount for, for or on account of, any of Taxes imposed or levied by or on behalf of (1) any jurisdiction in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction a Relevant Taxing Jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premiumthis Note, the Issuer or the relevant Guarantor, as applicable, shall pay such additional amounts (the “Additional Amounts”) as may be necessary in order to ensure that the net amounts amount received in respect of such payments by each Holder beneficial owner of the Notes after such withholding or deduction will equal the respective amounts that would have been received by each Holder (including any withholding or deduction in respect of any Additional Amounts) will not be less than the amount the beneficial owner would have received if such payments in the absence of such withholding Taxes had not been withheld or deduction; provided, however, that no Additional Amounts shall be payable with respect to:deducted.

Additional Amounts. (a) All payments made by or on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) Guarantor under or with respect to the Notes or the Guarantees, including any Note Guarantee consideration transferred in connection with a conversion of Notes (whether Cash Settlement, Physical Settlement or Combination Settlement), shall be made free and clear of and without withholding or deduction for, for or on account of, of any present or future Taxes Taxes, unless the withholding or deduction of such Taxes is then required by lawapplicable Law. If the Issuer, any Guarantor withholding or any other applicable withholding agent is required by law to withhold or deduct any amount deduction for, or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction in which the Issuer or any Guarantor (including any successor or other surviving entity) is or was then incorporated, organized, engaged in business, organized business or resident for tax purposes or any political subdivision or taxing authority thereof or therein or (2) any jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agentpaying agent) or any political subdivision thereof or therein (each of clauses (1) and (2), a “Tax Jurisdiction”) in respect of will at any time be required to be made from any payments made under or with respect to the Notes or any Note Guaranteethe Guarantees, including, without limitation, payments of principal, Redemption Priceredemption price, purchase price, interest or premium, the Issuer or the relevant Guarantor, as applicable, shall pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by each Holder (including payments of Additional Amounts) after such withholding or deduction will equal the respective amounts that would have been received by each Holder in respect of such payments in the absence of such withholding or deduction; provided, however, provided that no Additional Amounts shall will be payable with respect to:to any of the following (referred to herein as “Excluded Taxes”):

Additional Amounts. (a) All payments made by or on behalf of that the Issuer or any of the Guarantors (including, in each case, any successor entity) Issuers make under or with respect to the Notes or any Note Guarantee that the Guarantors make under or with respect to the Guarantees shall be made free and clear of and without withholding or deduction for, for or on account of, of any present or future tax, duty, levy, impost, assessment or other governmental charge (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied on such payments by or on behalf of any jurisdiction (other than the United States, any state thereof or the District of Columbia) in which any Issuer or Guarantor is organized, resident or doing business for tax purposes or from or through which any of the foregoing (or its agents, including the Paying Agent) makes any payment on the Notes or by or within any department or political subdivision or governmental authority of or in any of the foregoing having power to tax (each, a “Relevant Taxing Jurisdiction”), unless such Issuer or Guarantor or other applicable withholding agent, as the case may be, is required to withhold or deduct Taxes unless by law or by the withholding interpretation or deduction administration of such Taxes is then required by law. If the an Issuer, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for, for or on account of, any of Taxes imposed or levied by or on behalf of (1) any jurisdiction in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction a Relevant Taxing Jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premium, the such Issuer or the relevant Guarantor, as applicablethe case may be, shall pay such additional amounts (the “Additional Amounts”) as may be necessary in order to ensure that the net amounts amount received in respect of such payments by each Holder beneficial owner of the Notes after such withholding or deduction will equal the respective amounts that would have been received by each Holder (including any withholding or deduction in respect of any Additional Amounts) will not be less than the amount the beneficial owner would have received if such payments in the absence of such withholding Taxes had not been withheld or deduction; provided, however, that no Additional Amounts shall be payable with respect to:deducted.

Additional Amounts. (a) All payments made by or on behalf of the Issuer or any of the Guarantors Guarantor (including, in each case, any successor entitya “Payor”) under or with respect to the Notes or any Note Guarantee shall will be made free and clear of and without withholding or deduction for, for or on account of, of any present or future Taxes, unless such Payor is required to withhold or deduct Taxes unless by law or by the withholding interpretation or deduction of such Taxes is then required by lawadministration thereof. If the Issuer, any Guarantor or any other applicable withholding agent a Payor is so required by law to withhold or deduct any amount for, for or on account of, any of Taxes imposed or levied by or on behalf of (1) any jurisdiction in which the Issuer such Payor is organized, resident or any Guarantor is or was incorporated, engaged in business, organized or resident carrying on business for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which such Payor makes any payment is made by or on behalf of the Issuer Notes or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) Note Guarantee or any department or political subdivision thereof or therein (each of (1) and (2)each, a “Tax Relevant Taxing Jurisdiction”) in respect of from any payments payment made under or with respect to the Notes or any Note Guarantee, includingsuch Payor, without limitationsubject to the exceptions stated below, payments of principal, Redemption Price, purchase price, interest or premium, the Issuer or the relevant Guarantor, as applicable, shall will pay such additional amounts (the “Additional Amounts”) as may be necessary in order such that the net amounts amount received in respect of such payments payment by each Holder or Beneficial Holder after such withholding or deduction (including withholding or deduction attributable to Additional Amounts payable hereunder but excluding Taxes on net income) will equal not be less than the respective amounts that amount the Holder or Beneficial Holder, as the case may be, would have received if such Taxes had not been received by each Holder in respect of such payments in the absence of such withholding required to be so withheld or deduction; provided, however, that no Additional Amounts shall be payable with respect to:deducted.

Additional Amounts. (a) All payments made by or on behalf the Issuer in respect of the Issuer notes or any of Guarantor under a Note Guarantee, as the Guarantors (includingcase may be, in each case, any successor entity) under or with respect to the Notes or any Note Guarantee shall will be made free and clear of of, and without withholding or deduction for, for or on account of, any present or future Taxes unless the withholding tax, duty, assessment or deduction other governmental charge of such Taxes is then required by law. If the Issuerwhatever nature, any Guarantor including penalties, interest and other liabilities related thereto, imposed, levied, collected, withheld or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes imposed or levied assessed by or on behalf of (1) any taxing jurisdiction in which the Issuer or any Guarantor (including successor) is or was incorporated, engaged in business, organized then incorporated or resident for tax purposes or purposes, any political subdivision thereof or therein or (2) any taxing jurisdiction from or through which any payment in respect of the Notes or under a Note Guarantee is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2hereafter “Taxes”), a “Tax Jurisdiction”) in respect of unless such withholding or deduction is required by law. If any payments under such withholding or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premiumdeduction is required by law, the Issuer or the relevant Guarantor, as applicablethe case may be, shall will pay such additional amounts (the “Additional Amounts”) as may be necessary will result in order that receipt by the net amounts received in respect holders of Notes of such payments by each Holder after such withholding or deduction will equal the respective amounts that as would have been received by each Holder them had no such withholding or deduction (including any deduction or withholding in respect of such payments in the absence of such withholding or deduction; providedAdditional Amounts) been required, however, except that no Additional Amounts shall will be payable with respect toto a payment made to a Holder or Beneficial Owner of Notes for or in respect of:

Additional Amounts. (a) All payments and deliveries made by by, or on behalf of of, the Issuer Company or any of successor to the Guarantors (including, in each case, any successor entity) Company under or with respect to this Indenture and the Notes Notes, including, but not limited to, payments of principal (including, if applicable, the Redemption Price, the Repurchase Price and the Fundamental Change Repurchase Price), premium, if any, payments of interest and deliveries of ADSs or any other consideration due on conversion of a Note Guarantee (together with payments of cash for any Fractional ADS or other consideration) shall be made free and clear of and without withholding withholding, deduction or deduction reduction for any other collection at source for, or on account of, any present or future Taxes unless the withholding taxes, duties, assessments or deduction governmental charges of such Taxes is then required by law. If the Issuer, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes whatever nature imposed or levied (including any penalties and interest related thereto) (“applicable taxes”) by or on behalf of (1) within any jurisdiction in which the Issuer Company or any Guarantor is or was successor to the Company is, for tax purposes, incorporated, engaged in business, organized or resident for tax purposes or any political subdivision thereof or therein or doing business (2) any jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premium, the Issuer or the relevant Guarantoreach, as applicable, a “Relevant Taxing Jurisdiction”) or through which payment is made or deemed made (together with each Relevant Taxing Jurisdiction, a “Relevant Jurisdiction,” and in each case, any political subdivision or taxing authority thereof or therein) unless such withholding, deduction or reduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding, deduction or reduction is so required, the Company or any successor to the Company shall pay or deliver to each Holder such additional amounts of cash, ADSs or other consideration, as applicable (the “Additional Amounts”) as may be necessary in order to ensure that the net amounts amount received in respect by the beneficial owner of such payments by each Holder the Notes after such withholding withholding, deduction or deduction will reduction (and after deducting any taxes on the Additional Amounts) shall equal the respective amounts that would have been received by each Holder in respect of such payments in the absence of beneficial owner had no such withholding withholding, deduction or deductionreduction been required; provided, however, provided that no Additional Amounts shall be payable with respect topayable:

Additional Amounts. (a) All payments made by or on behalf of that the Issuer or any of the Guarantors (including, in each case, any successor entity) makes under or with respect to the Notes or any Note Guarantee shall be made free and clear of and without withholding or deduction for, for or on account of, of any present or future Taxes tax, duty, levy, impost, assessment or other governmental charge (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied on such payments by or on behalf of any jurisdiction (other than the United States, any state thereof or the District of Columbia) in which the Issuer is organized, resident or doing business for tax purposes or from or through which it (or its agents, including the Paying Agent) makes any payment on the Notes or by or within any department, political subdivision or governmental authority of or in any of the foregoing having power to tax (each, a “Relevant Taxing Jurisdiction”), unless the Issuer or other applicable withholding agent, as the case may be, is required to withhold or deduction deduct Taxes by law or by the interpretation or administration of such Taxes is then required by law. If the Issuer, any Guarantor Issuer or any other applicable withholding agent is required by law to withhold or deduct any amount for, for or on account of, any of Taxes imposed or levied by or on behalf of (1) any jurisdiction in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction a Relevant Taxing Jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premiumNotes, the Issuer or the relevant Guarantor, as applicable, shall pay such additional amounts (the “Additional Amounts”) as may be necessary in order to ensure that the net amounts amount received in respect of such payments by each Holder beneficial owner of the Notes after such withholding or deduction will equal the respective amounts that would have been received by each Holder (including any withholding or deduction in respect of any Additional Amounts) will not be less than the amount the beneficial owner would have received if such payments in the absence of such withholding Taxes had not been withheld or deduction; provided, however, that no Additional Amounts shall be payable with respect to:deducted.

Additional Amounts. (a) All payments and deliveries made by by, or on behalf of of, the Issuer Company or any of successor to the Guarantors (including, in each case, any successor entity) Company under or with respect to this Indenture and the Notes or Notes, including, but not limited to, payments of principal (including, if applicable, the Repurchase Price and the Fundamental Change Repurchase Price), payments of interest and deliveries of ADSs (together with payments of cash for any Note Guarantee Fractional ADS) upon conversion of the Notes, shall be made free and clear of and without withholding or deduction for, or on account of, any present or future Taxes unless the withholding taxes, duties, assessments or deduction governmental charges of such Taxes is then required by law. If the Issuer, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes whatever nature imposed or levied by or on behalf of (1) within any jurisdiction in which the Issuer Company or any Guarantor is or was incorporatedsuccessor to the Company is, engaged in businessfor tax purposes, organized or resident for tax purposes or any political subdivision thereof or therein or doing business (2) any jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premium, the Issuer or the relevant Guarantoreach, as applicable, a “Relevant Taxing Jurisdiction”) or through which payment is made or deemed made (together with each Relevant Taxing Jurisdiction, a “Relevant Jurisdiction,” and in each case, any political subdivision or taxing authority thereof or therein), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. The Trustee shall be entitled to make any withholding or deduction pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code of 1986 (the “Code”) or otherwise imposed pursuant to Section 1471 through 1474 of the Code and any regulations or agreements thereunder or official interpretation thereof. The Company will provide the Trustee with sufficient information so as to enable the Trustee to determine whether or not it is obliged to make such a withholding or deduction. In the event that any such withholding or deduction is so required, the Company or any successor to the Company shall pay to each Holder such additional amounts (the “Additional Amounts”) as may be necessary in order to ensure that the net amounts amount received in respect of such payments by each Holder the beneficial owner after such withholding or deduction will (and after deducting any taxes on the Additional Amounts) shall equal the respective amounts that would have been received by each Holder in respect of such payments in the absence of beneficial owner had no such withholding or deductiondeduction been required; provided, however, provided that that no Additional Amounts shall be payable with respect topayable:

Additional Amounts. (a) All payments made by or on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect to the Notes or any Note Guarantee Securities shall be made free and clear of of, and without withholding or deduction for, for or on account of, any present or future Taxes unless the withholding tax, duty, levy, impost, assessment or deduction of such Taxes is then required by law. If the Issuerother governmental charge (including related penalties, any Guarantor or any interest and other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes liabilities) (“Taxes”) imposed or levied by or on behalf of (1) the government of the Kingdom of Belgium or any political subdivision or any authority or agency therein or thereof having power to tax, or any other jurisdiction in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized or is otherwise resident for tax purposes purposes, or any political subdivision thereof or therein or (2) any jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2)each, a “Tax Relevant Taxing Jurisdiction”) in respect ), unless the Issuer is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If the Issuer is so required to withhold or deduct any amount for or on account of Taxes imposed by a Relevant Taxing Jurisdiction from any payments payment made under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premiumSecurities, the Issuer or the relevant Guarantor, as applicable, shall pay such additional amounts (the “Additional Amounts”) as may be necessary in order so that the net amounts amount received in respect by the Holders and beneficial owners of such payments by each Holder the Securities (including Additional Amounts) after such withholding or deduction will equal not be less than the respective amounts that amount the Holders and beneficial owners of the Securities would have received if such Taxes had not been received by each Holder in respect of such payments in the absence of such withholding withheld or deductiondeducted; provided, however, that no the foregoing obligation to pay Additional Amounts shall be payable with respect does not apply to:

Additional Amounts. (a) All payments and deliveries made by or on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect to the Convertible Notes or any other Note Guarantee Document shall be made free and clear of of, and without withholding or deduction for, or on account of, any present or future Taxes Taxes, unless the such withholding or deduction of such Taxes is then required by lawapplicable Laws. If any applicable Law requires the deduction or withholding of any Tax from any such payment (as determined in the good faith discretion of the Issuer, any Guarantor Guarantor, or any other applicable withholding agent), then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and if such Tax is required an Indemnified Tax, then the sum payable to the Holder shall be increased by law such Additional Amounts as may be necessary so that after making such deduction or withholding (including such deductions and withholdings applicable to withhold or deduct any amount forthe Additional Amounts), or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which any payment is made by or on behalf beneficial owner of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments under or with respect Convertible Notes receives an amount equal to the Notes sum it would have received had no such deduction or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premium, the withholding been made. The Issuer or the relevant Guarantor shall use its reasonable efforts to obtain Tax receipts from each Governmental Authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor shall furnish to the Holder, within sixty (60) days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantor, as applicablethe case may be, shall pay a copy of any return reporting such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect payment or other evidence of such payments by each Holder after such withholding or deduction will equal payment reasonably satisfactory to the respective amounts that would have been received by each Holder in respect of such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts shall be payable with respect to:Holder.

Additional Amounts. (a) All payments made by or on behalf of that the Issuer or any of the Guarantors (including, in each case, any successor entity) makes under or with respect to the Notes or that any Note Subsidiary Guarantor makes under or with respect to its Guarantee shall be made free and clear of and without withholding or deduction for, for or on account of, of any present or future Taxes unless the withholding tax, duty, levy, impost, assessment or deduction other governmental charge (including, without limitation, penalties, interest and other similar liabilities related thereto) of such Taxes is then required by law. If the Issuerwhatever nature (collectively, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes “Taxes”) imposed or levied by or on behalf of (1) any jurisdiction in which the Issuer Issuer, the Subsidiary Guarantor or any Guarantor Surviving Entity is or was incorporated, organized, engaged in business (where such Tax is imposed by reason of the Issuer, Subsidiary Guarantor, or Surviving Entity being engaged in business, organized ) or otherwise resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which any of the foregoing makes any payment is made on the Notes or the Guarantees (including the jurisdiction of any paying agent) or by or on behalf within any department or political subdivision thereof having power to tax (each, a “Relevant Taxing Jurisdiction”), unless the Issuer or such Subsidiary Guarantor, as the case may be, is required to withhold or deduct Taxes by law or by the interpretation or administration of law. If the Issuer or any Subsidiary Guarantor (including, without limitation, the jurisdiction is required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments payment made under or with respect to the Notes or any Note a Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premium, the Issuer or the relevant such Subsidiary Guarantor, as applicablethe case may be, shall pay such additional amounts (the “Additional Amounts”) as may be necessary in order to ensure that the net amounts 2 Insert if Global Note. amount received in respect of such payments by each Holder of the Notes (including Additional Amounts) after such withholding or deduction will equal shall be not less than the respective amounts that amount the Holder would have received if such Taxes had not been received by each Holder in respect of such payments in the absence of such withholding required to be withheld or deduction; provided, however, that no Additional Amounts shall be payable with respect to:deducted.

Additional Amounts. (a) All payments made by or on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) Issuers under or with respect to the Notes or any Note of the Guarantors with respect to any Guarantee shall of the Notes will be made free and clear of and without withholding or deduction for, or on account of, any present or future Taxes unless the withholding or deduction of for, or on account of, such Taxes is then required by lawlaw or by the interpretation or administration thereof. If the Issuer, any Guarantor deduction or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction in which the any Issuer or any Guarantor is then incorporated or was incorporatedorganized, engaged in business, organized business for tax purposes or otherwise resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which any payment is made by or on behalf of the any Issuer or any Guarantor (including, without limitation, including the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2)each, a “Tax Jurisdiction”) in respect of will at any time be required to be made from any payments made by or on behalf of the Issuers under or with respect to the Notes or any Note Guaranteeof the Guarantors under or with respect to any Guarantee of the Notes, including, without limitation, including payments of principal, Redemption Priceredemption price, purchase price, interest or premium, the Issuer Issuers or the relevant Guarantor, as applicable, shall will pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by each Holder after such deduction or withholding (including any such withholding or deduction from such Additional Amounts) will equal the respective amounts that would have been received by each Holder in respect of such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts shall will be payable with respect to:

Additional Amounts. (a) All payments made by or on behalf of the Issuer Company or any of the Guarantors Guarantor (including, in each case, any successor entity) ), including amounts payable upon redemption, repurchase or conversion, under or with respect to the Notes or any Note the Guarantee shall will be made free and clear of and without withholding or deduction for, or on account of, any present or future Taxes taxes unless the withholding or deduction of such Taxes taxes is then required by law. If the IssuerCompany, any the Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes taxes imposed or levied by or on behalf of (1) any jurisdiction in which the Issuer Company or any the Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which any payment is made by or on behalf of the Issuer Company or any the Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments or delivery under or with respect to the Notes or any Note the Guarantee, including, without limitation, payments of principal, Tax Redemption Price, Optional Redemption Price, purchase price, interest or premium, the Issuer or the relevant amount due upon an exchange, the Company or the Guarantor, as applicable, shall will pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments or delivery by each Holder after such withholding or deduction will equal the respective amounts that would have been received by each such Holder in respect of such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts shall will be payable with respect to:

Additional Amounts. (a) All payments made by or on behalf of that the Issuer or any of the Guarantors (including, in each case, any successor entity) makes under or with respect to the Notes or that any Note Subsidiary Guarantor makes under or with respect to its Guarantee shall be made free and clear of and without withholding or deduction for, for or on account of, of any present or future Taxes unless the withholding tax, duty, levy, impost, assessment or deduction other governmental charge (including, without limitation, penalties, interest and other similar liabilities related thereto) of such Taxes is then required by law. If the Issuerwhatever nature (collectively, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes “Taxes”) imposed or levied by or on behalf of (1) any jurisdiction in which the Issuer Issuer, the Subsidiary Guarantor or any Guarantor Surviving Entity is or was incorporated, organized, engaged in business (where such Tax is imposed by reason of the Issuer, Subsidiary Guarantor, or Surviving Entity being engaged in business, organized ) or otherwise resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which any of the foregoing makes any payment is made on the Notes or the Guarantees (including the jurisdiction of any paying agent) or by or on behalf within any department or political subdivision thereof having power to tax (each, a “Relevant Taxing Jurisdiction”), unless the Issuer or such Subsidiary Guarantor, as the case may be, is required to withhold or deduct Taxes by law or by the interpretation or administration of law. If the Issuer or any Subsidiary Guarantor (including, without limitation, the jurisdiction is required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments payment made under or with respect to the Notes or any Note a Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premium, the Issuer or the relevant such Subsidiary Guarantor, as applicablethe case may be, shall pay such additional amounts (the “Additional Amounts”) as may be necessary in order to ensure that the net amounts amount received in respect of such payments by each Holder of the Notes (including Additional Amounts) after such withholding or deduction will equal shall be not less than the respective amounts that amount the Holder would have received if such Taxes had not been received by each Holder in respect of such payments in the absence of such withholding required to be withheld or deduction; provided, however, that no Additional Amounts shall be payable with respect to:deducted.

Additional Amounts. (a) All payments made by of principal of and premium, if any, interest (including any Additional Interest) and any other amounts on, or on behalf in respect of, the Securities of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect to the Notes or any Note Guarantee series shall be made free and clear of and without withholding or deduction at source for, or on account of, any present or future Taxes unless the withholding taxes, fees, duties, assessments or deduction governmental charges of such Taxes is then required by law. If the Issuer, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes whatever nature imposed or levied by or on behalf of (1) Bermuda or any other jurisdiction in which the Issuer or any Guarantor Company is or was incorporatedorganized (each, engaged in business, organized or resident for tax purposes a "taxing jurisdiction") or any political subdivision or taxing authority thereof or therein, unless such taxes, fees, duties, assessments or governmental charges are required to be withheld or deducted by (i) the laws (or any regulations or ruling promulgated thereunder) of a taxing jurisdiction or any political subdivision or taxing authority thereof or therein or (2ii) an official position regarding the application, administration, interpretation or enforcement of any jurisdiction from such laws, regulations or through which any payment is made by or on behalf of the Issuer or any Guarantor rulings (including, without limitation, the a holding by a court of competent jurisdiction of any Paying Agent) or by a taxing authority in a taxing jurisdiction or any political subdivision thereof thereof). If a withholding or therein (each of (1) deduction at source is required, the Company shall, subject to certain limitations and (2)exceptions set forth below, a “Tax Jurisdiction”) in respect pay to the Holder of any payments under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premium, the Issuer or the relevant Guarantor, as applicable, shall pay such Security such additional amounts (the “"Additional Amounts”") as may be necessary in order so that the every net amounts received in respect payment of principal, premium, if any, interest (including any Additional Interest) or any other amount made to such payments by each Holder Holder, after such withholding or deduction will equal deduction, shall not be less than the respective amounts that would have been received by each Holder amount provided for in respect of such payments in the absence of such withholding or deductionSecurity and this Indenture to be then due and payable; provided, however, that no the Company shall not be required to make payment of such Additional Amounts shall be payable with respect tofor or on account of:

Additional Amounts. (a) All payments made by or on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) Corporation under or with respect to the Notes or any Note Guarantee Securities shall be made free and clear of and without withholding or deduction for, for or on account of, of any present or future Taxes unless the withholding tax, duty, levy, impost, assessment or deduction of such Taxes is then required by law. If the Issuerother governmental charge (including penalties, any Guarantor or any interest and other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes liabilities related thereto) (hereinafter “Taxes”) imposed or levied by or on behalf of (1) the government of the country in which the Corporation or any successor thereof is organized or incorporated or any political subdivision or any authority or agency therein or thereof having power to tax, or any other jurisdiction in which the Issuer Corporation or any Guarantor its successor is or was incorporated, engaged in business, organized or otherwise resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which any payment under or with respect to the Securities is made by or on behalf of the Issuer or any Guarantor (including, without limitation, including the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2)each, a “Tax Relevant Taxing Jurisdiction”) in respect ), unless the Corporation or its successor is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If the Corporation or its successor is so required to withhold or deduct any amount for or on account of Taxes imposed by a Relevant Taxing Jurisdiction from any payments payment made under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premiumSecurities, the Issuer Corporation or the relevant Guarantor, as applicable, its successor shall be required to pay such additional amounts (the “Additional Amounts”) with respect to such Securities as may be necessary in order so that the net amounts amount received in respect of such payments by each any Holder or beneficial owner (including Additional Amounts) after such withholding or deduction will equal not be less than the respective amounts that amount such Holder or beneficial owner would have received if such Taxes had not been received by each Holder in respect of such payments in the absence of such withholding withheld or deductiondeducted; provided, however, that no the foregoing obligation to pay Additional Amounts shall be payable with respect does not apply to:

Additional Amounts. (a) All If specified pursuant to Section 3.01, all payments made by or on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) Company under or with respect to the Notes or Securities of any Note Guarantee shall series will be made free and clear of and without withholding or deduction for, for or on account of, of any present or future Taxes unless the withholding tax, duty, levy, impost, assessment or deduction of such Taxes is then required by law. If the Issuerother government charge (including penalties, any Guarantor or any interest and other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes liabilities related thereto) imposed or levied by or on behalf of (1) the U.S. Government or by any jurisdiction in which the Issuer authority or any Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes or any political subdivision thereof or agency therein or thereof having power to tax (2) "U.S. Taxes"), unless the Company is required to withhold or deduct U.S. Taxes by law or by the interpretation or administration thereof by the relevant government authority or agency. If the Company is so required to withhold or deduct any jurisdiction amount for or on account of U.S. Taxes from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premiumSecurities, the Issuer or the relevant Guarantor, Company will pay as applicable, shall pay additional interest such additional amounts (the “"Additional Amounts”") as may be necessary in order so that the net amounts amount received in respect of such payments by each Holder after such withholding or deduction (including with respect to Additional Amounts) will equal not be less than the respective amounts that amount the Holder would have received if such U.S. Taxes had not been received by withheld or deducted (a similar payment will also be made to each Holder in respect Holder, other than excluded holders (as defined herein), that is exempt from withholding but required to pay tax under the Internal Revenue Code of such payments in 1986, as amended (the absence of such withholding or deduction; "Code") directly on amounts otherwise subject to withholding): provided, however, that no Additional Amounts shall will be payable with respect to:to a payment made to a Holder (an "Excluded Holder") if the Holder or the beneficial owner of some or all of the payment to the Holder (i) does not deal at arm's length with the Company (for purposes of the Code) at the time of the making of such payment, (ii) is subject to such U.S. Taxes by reason of its failure to comply with any certification, identification, information, documentation or other reporting requirement if compliance is required by law, regulation, administrative practice or an applicable treaty as a precondition to exemption from, or a reduction in the rate of deduction or withholding of, such U.S. Taxes, (iii) is subject to such U.S. Taxes by reason of its being a resident, domicile or national of, or engaged in business or maintaining a permanent establishment or other physical presence in or otherwise having some connection with the U.S. otherwise than by the mere holding of Securities or the receipt of payments thereunder, or (iv) is subject to such U.S. Taxes because it is not entitled to the benefit of an otherwise applicable tax treaty by reason of its legal nature. The Company will make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable law. The Company will pay all taxes, interest and other liabilities which arise by virtue of any failure of the Company to withhold, deduct and remit to the relevant authority on a timely basis the full amounts required in accordance with applicable law. The Company will furnish to the Holders subject to withholding or deduction, within 60 days after the date the payment of any U.S. Taxes is due pursuant to applicable law, certified copies of tax receipts or other satisfactory evidence of such payment by the Company. - 77 - Promptly following the Company becoming aware that the Company will be obligated to pay Additional Amounts with respect to a payment hereunder, the Company will deliver to the Trustee and to any Paying Agent an Officers' Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable. References in this Indenture to interest, principal or other payments made or to be made by the Company with respect to the Securities shall be deemed also to refer to the payment of Additional Amounts provided for in Section 3.01 that may be payable in respect thereof. The provisions of this Section 11.05 shall survive any termination, defeasance or discharge of this Indenture.

Additional Amounts. (a) All payments and deliveries made by by, or on behalf of of, the Issuer Company or any of the Guarantors (including, in each case, any successor entity) Successor Company under or with respect to the Notes (including payment of the principal of, or the Fundamental Change Repurchase Price for, or any Note Guarantee shall interest on, any Note) will be made free and clear of and without withholding or deduction for, or on account of, any present or future Taxes Taxes, unless the such withholding or deduction of such Taxes is then required by law. If the Issuer, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for, regulation or on account of, by governmental policy having the force of law. If any Taxes imposed or levied by or on behalf of (1) any jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the Issuer Company or any Guarantor Successor Company is or was incorporateddeemed to be, engaged in businessfor tax purposes, organized or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from doing business or through which any payment is made by or deliveries by, or on behalf of of, the Issuer Company or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments Successor Company under or with respect to the Notes are made or any Note Guaranteedeemed to be made (each such jurisdiction, including, without limitation, payments of principal, Redemption Price, purchase price, interest subdivision or premium, the Issuer or the relevant Guarantorauthority, as applicable, shall a “Relevant Taxing Jurisdiction”) are required to be withheld or deducted from any payments or deliveries made under or with respect to the Notes, then, subject to Section 15.02, the Company or such Successor Company, as applicable, will pay to the Holder of each Note such additional amounts (the “Additional Amounts”) as may be necessary in order to ensure that the net amounts amount received in respect by the beneficial owner of such payments by each Holder Note after such withholding or deduction (and after withholding or deducting any Taxes on the Additional Amounts) will equal the respective amounts that would have been received by each Holder in respect of such payments in the absence of beneficial owner had no such withholding or deductiondeduction been required; provided, however, that no Additional Amounts shall will be payable with respect topayable:

Additional Amounts. (a) All payments made by If provided in or on behalf of pursuant to the Issuer or any of the Guarantors (including, in each case, any successor entity) under or related Series Authorization with respect to Securities of any series, all payments of principal of and premium, if any, interest and any other amounts on, or in respect of, the Notes Securities of such series or any Note Guarantee Coupon appertaining thereto shall be made free and clear of and without withholding or deduction at source for, or on account of, any present or future Taxes unless the withholding taxes, fees, duties, assessments or deduction governmental charges of such Taxes is then required by law. If the Issuer, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes whatever nature imposed or levied by or on behalf of (1) any the jurisdiction in which the Issuer or any Guarantor Company is or was incorporatedthen organized (each, engaged in business, organized or resident for tax purposes a “taxing jurisdiction”) or any political subdivision or taxing authority thereof or therein, unless such taxes, fees, duties, assessments or governmental charges are required to be withheld or deducted by (i) the laws (or any regulations or ruling promulgated thereunder) of a taxing jurisdiction or any political subdivision or taxing authority thereof or therein or (2ii) an official position regarding the application, administration, interpretation or enforcement of any jurisdiction from such laws, regulations or through which any payment is made by or on behalf of the Issuer or any Guarantor rulings (including, without limitation, the a holding by a court of competent jurisdiction of any Paying Agent) or by a taxing authority in a taxing jurisdiction or any political subdivision thereof thereof). If a withholding or therein (each of (1) deduction at source is required, the Company shall, subject to certain limitations and (2)exceptions set forth below, a “Tax Jurisdiction”) in respect pay to the Holder of any payments under or with respect to the Notes such Security or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premium, the Issuer or the relevant Guarantor, as applicable, shall pay Coupon appertaining thereto such additional amounts (the “Additional Amounts”) Amounts as may be necessary in order so that the every net amounts received in respect payment of principal, premium, if any, interest or any other amount made to such payments by each Holder Holder, after such withholding or deduction will equal deduction, shall not be less than the respective amounts that would have been received by each Holder amount provided for in respect of such payments in the absence of such withholding or deductionSecurity, any Coupons appertaining thereto and this Indenture to be then due and payable; provided, however, that no the Company shall not be required to make payment of such Additional Amounts shall be payable with respect tofor or on account of:

Additional Amounts. (a) All payments made by or on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect to the Notes or any Note Guarantee shall be made free and clear of and without withholding or deduction for, or on account of, any present or future Taxes unless the withholding or deduction of such Taxes is then required by law. If the Issuer, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, Redemption Priceredemption price, purchase price, interest or premium, the Issuer or the relevant Guarantor, as applicable, shall pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by each Holder after such withholding or deduction will equal the respective amounts that would have been received by each Holder in respect of such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts shall be payable with respect to:

Additional Amounts. (a) All payments made by of principal of and premium, if any, interest (including any Additional Interest) and any other amounts on, or on behalf in respect of, the Securities of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect to the Notes or any Note Guarantee series shall be made free and clear of and without withholding or deduction at source for, or on account of, any present or future Taxes unless the withholding taxes, fees, duties, assessments or deduction governmental charges of such Taxes is then required by law. If the Issuer, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes whatever nature imposed or levied by or on behalf of (1) Bermuda or any other jurisdiction in which the Issuer or any Guarantor Company is or was incorporatedorganized (each, engaged in business, organized or resident for tax purposes a “taxing jurisdiction”) or any political subdivision or taxing authority thereof or therein, unless such taxes, fees, duties, assessments or governmental charges are required to be withheld or deducted by (i) the laws (or any regulations or ruling promulgated thereunder) of a taxing jurisdiction or any political subdivision or taxing authority thereof or therein or (2ii) an official position regarding the application, administration, interpretation or enforcement of any jurisdiction from such laws, regulations or through which any payment is made by or on behalf of the Issuer or any Guarantor rulings (including, without limitation, the a holding by a court of competent jurisdiction of any Paying Agent) or by a taxing authority in a taxing jurisdiction or any political subdivision thereof thereof). If a withholding or therein (each of (1) deduction at source is required, the Company shall, subject to certain limitations and (2)exceptions set forth below, a “Tax Jurisdiction”) in respect pay to the Holder of any payments under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premium, the Issuer or the relevant Guarantor, as applicable, shall pay such Security such additional amounts (the “Additional Amounts”) as may be necessary in order so that the every net amounts received in respect payment of principal, premium, if any, interest (including any Additional Interest) or any other amount made to such payments by each Holder Holder, after such withholding or deduction will equal deduction, shall not be less than the respective amounts that would have been received by each Holder amount provided for in respect of such payments in the absence of such withholding or deductionSecurity and this Indenture to be then due and payable; provided, however, that no the Company shall not be required to make payment of such Additional Amounts shall be payable with respect tofor or on account of:

Additional Amounts. (a) All payments made by or on behalf of the Issuer or any of the Guarantors Guarantor (including, in each case, any successor entitya “Payor”) under or with respect to the Notes or any Note Guarantee shall will be made free and clear of and without withholding or deduction for, for or on account of, any present or future Taxes unless the withholding or deduction of such Taxes is then required by law. If the Issuer, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction in which the Issuer such Payor is organized, resident or any Guarantor is or was incorporated, engaged in business, organized or resident carrying on business for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which such Payor (or its agents) makes any payment is made by or on behalf of the Issuer Notes or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) Note Guarantee or any department or political subdivision thereof or therein (each of (1) and (2)each, a “Tax Relevant Taxing Jurisdiction”) in respect ), unless such Payor is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If a Payor is so required to withhold or deduct any amount for or on account of Taxes from any payments payment made under or with respect to the Notes or any Note Guarantee, includingsuch Payor, without limitationsubject to the exceptions set forth in Section 2.5(b), payments of principal, Redemption Price, purchase price, interest or premium, the Issuer or the relevant Guarantor, as applicable, shall will pay such additional amounts (the “Additional Amounts”) as may be necessary in order such that the net amounts amount received in respect of such payments payment by each Holder or Beneficial Holder after such withholding or deduction (including withholding or deduction attributable to Additional Amounts payable hereunder but excluding Taxes on net income) will equal not be less than the respective amounts that amount the Holder or Beneficial Holder, as the case may be, would have received if such Taxes had not been received by each Holder in respect of such payments in the absence of such withholding required to be so withheld or deduction; provided, however, that no Additional Amounts shall be payable with respect to:deducted.

Additional Amounts. (a) All payments under and with respect to the Notes and the Guarantees will be made by or on behalf of the Issuer or any of Issuers and the Guarantors (including, in each case, any successor entity) under or with respect to the Notes or any Note Guarantee shall be made free and clear of and without withholding or deduction for, or on account of, any present or future Taxes unless taxes, duties, assessments or governmental charges of whatever nature imposed by the withholding United States or deduction of such Taxes is then required by law. If the Issuer, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which any payment is made on the Notes or the Guarantees (including the jurisdiction of any Paying Agent), in each case including any political subdivision or taxing authority thereof or therein (a “Relevant Taxing Jurisdiction”), unless such withholding or deduction is required by (x) the laws (or on behalf any regulations or rulings promulgated thereunder) of the Issuer Relevant Taxing Jurisdiction or (y) an official written position regarding the application, administration, interpretation or enforcement of any Guarantor such laws, regulations or rulings (including, without limitation, a holding by a court of competent jurisdiction or by a taxing authority in the jurisdiction of Relevant Taxing Jurisdiction). If any Paying Agent) such withholding or any political subdivision thereof or therein (each of (1) and (2)deduction is required, a “Tax Jurisdiction”) in respect of any payments under or with respect the Issuers will, subject to the Notes or any Note Guaranteeexceptions and limitations set forth below, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premium, the Issuer or the relevant Guarantor, as applicable, shall pay such additional amounts (the “Additional Amounts”) as may be necessary in order that every net payment on such Note (including payment of the net amounts received in respect principal of, and premium and redemption price, if any, and interest on such Note) by or on behalf of such payments the Issuers and the Guarantors (including by each Holder a Paying Agent), after such withholding deduction or deduction withholding, will equal not be less than the respective amounts that would have been received by each Holder amount provided in respect of such payments in the absence of such withholding or deductionNote to be then due and payable; provided, however, that no the foregoing obligation to pay Additional Amounts shall be payable with respect will not apply to:

Additional Amounts. (a) All payments made by Except as otherwise provided in or on behalf pursuant to the related Series Authorization of the Issuer applicable series, all payments of principal of and premium, if any, interest and any other amounts on, or in respect of, the Securities of any series or any of the Guarantors (including, in each case, any successor entity) under or with respect to the Notes or any Note Guarantee Coupon appertaining thereto shall be made free and clear of and without withholding or deduction at source for, or on account of, any present or future Taxes unless the withholding taxes, fees, duties, assessments or deduction governmental charges of such Taxes is then required by law. If the Issuer, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes whatever nature imposed or levied by or on behalf of (1) any jurisdiction in which the Issuer Company is organized (each, a "taxing jurisdiction") or any Guarantor is political ------------------- subdivision or was incorporatedtaxing authority thereof or therein, engaged in businessunless such taxes, organized fees, duties, assessments or resident for tax purposes governmental charges are required to be withheld or deducted by (i) the laws (or any regulations or ruling promulgated thereunder) of a taxing jurisdiction or any political subdivision or taxing authority thereof or therein or (2ii) an official position regarding the application, administration, interpretation or enforcement of any jurisdiction from such laws, regulations or through which any payment is made by or on behalf of the Issuer or any Guarantor rulings (including, without limitation, the a holding by a court of competent jurisdiction of any Paying Agent) or by a taxing authority in a taxing jurisdiction or any political subdivision thereof thereof). If a withholding or therein (each of (1) deduction at source is required, the Company shall, subject to certain limitations and (2)exceptions set forth below, a “Tax Jurisdiction”) in respect pay to the Holder of any payments under or with respect to the Notes such Security or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premium, the Issuer or the relevant Guarantor, as applicable, shall pay Coupon appertaining thereto such additional amounts (the “Additional Amounts”) Amounts as may be necessary in order so that the every net amounts received in respect payment of principal, premium, if any, interest or any other amount made to such payments by each Holder Holder, after such withholding or deduction will equal deduction, shall not be less than the respective amounts that would have been received by each Holder amount provided for in respect of such payments in the absence of such withholding or deductionSecurity, any Coupons appertaining thereto and this Indenture to be then due and payable; provided, however, that no the Company shall not be required to make payment of such Additional Amounts shall be payable with respect tofor or on account of:

Additional Amounts. (a) All payments made by or on behalf of that the Issuer or any of the Guarantors (including, in each case, any successor entity) Issuers make under or with respect to the Notes or any Note Guarantee that the Guarantors make under or with respect to the Guarantees shall be made free and clear of and without withholding or deduction for, for or on account of, of any present or future tax, duty, levy, impost, assessment or other governmental charge (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied on such payments by or on behalf of any jurisdiction (other than the United States, any state thereof or the District of Columbia) in which any Issuer or Guarantor is organized, resident or doing business for tax purposes or from or through which any of the foregoing (or its agents, including the Paying Agent) makes any payment on the Notes or by or within any department, political subdivision or governmental authority of or in any of the foregoing having power to tax (each, a “Relevant Taxing Jurisdiction”), unless such Issuer or Guarantor or other applicable withholding agent, as the case may be, is required to withhold or deduct Taxes unless by law or by the withholding interpretation or deduction administration of such Taxes is then required by law. If the either Issuer, any a Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for, for or on account of, any of Taxes imposed or levied by or on behalf of (1) any jurisdiction in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction a Relevant Taxing Jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premium, the such Issuer or the relevant Guarantor, as applicablethe case may be, shall pay such additional amounts (the “Additional Amounts”) as may be necessary in order to ensure that the net amounts amount received in respect of such payments by each Holder beneficial owner of the Notes after such withholding or deduction will equal the respective amounts that would have been received by each Holder (including any withholding or deduction in respect of any Additional Amounts) will not be less than the amount the beneficial owner would have received if such payments in the absence of such withholding Taxes had not been withheld or deduction; provided, however, that no Additional Amounts shall be payable with respect to:deducted.

Additional Amounts. (a) All payments made Unless otherwise specified in any Board Resolution or Officers’ Certificate, as applicable, establishing the terms of Securities of a series in accordance with Section 2.07, all amounts of principal, and interest, if any, on any series of Securities will be paid by or on behalf of the Issuer without deducting or any of the Guarantors (including, in each case, any successor entity) under or with respect to the Notes or any Note Guarantee shall be made free and clear of and without withholding or deduction for, or on account of, any and all present and future taxes, levies, duties, assessments, imposts or future Taxes unless the withholding other governmental charges of whatsoever imposed, assessed, levied or deduction of such Taxes is then required by law. If the Issuer, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes imposed or levied collected by or on behalf for the account of (1) any jurisdiction in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes United Kingdom or any political subdivision or taxing authority thereof or therein or (2) if deduction or withholding of any jurisdiction from such taxes, levies, imposts or through which other governmental charges shall at any payment is made time be required by applicable law or on behalf regulation of the Issuer United Kingdom or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) such subdivision or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premiumauthority, the Issuer or the relevant Guarantor, as applicable, shall will (subject to what follows) pay such additional amounts (the “Additional Amounts”) in respect of principal, interest, if any, and sinking fund payments as may be necessary in order that the net amounts received in respect by the Holders of such payments by each Holder the Securities or the Trustee under this Indenture, as the case may be, pursuant to the Securities, after such withholding deduction or deduction will withholding, shall equal the respective amounts that would have been received by each Holder in respect of such payments principal, interest, if any, and sinking fund payments, as specified in the absence of Securities, to which such Holders or the Trustee would be entitled had such deduction or withholding not been so imposed, assessed, levied or deductioncollected; provided, however, that no Additional Amounts the foregoing shall not apply to (i) any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the fact that the Holder of the relevant Security (or a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation) is or has been a domiciliary, national or resident of, or engaging or having been engaged in a trade or business or maintaining or having maintained a permanent establishment or being or having been physically present in, the United Kingdom or any political subdivision or taxing authority thereof or therein or otherwise having or having had some connection with the United Kingdom or any political subdivision or taxing authority thereof or therein other than the holding or ownership of a Security, or the collection of principal of, and interest, if any, on, or the enforcement of, a Security, (ii) any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the fact that, where presentation is required, the relevant Security was presented more than 30 days after the date on which such payment became due or was provided for, whichever is later, (iii) any estate, inheritance, gift, sale, transfer, personal property or similar tax, levy, impost or other governmental charge, (iv) any present or future tax, levy, impost or other governmental charge which is payable otherwise than by deduction or withholding from payments on or in respect of the relevant Security, (v) any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied, collected or withheld but for the failure to comply with any request addressed to the Holder for certification, identification or other information reporting concerning the nationality, residence, identity or connection with the United Kingdom or any political subdivision or taxing authority thereof or therein of the Holder or beneficial owner of the relevant Security, if compliance is required by treaty or by statute, regulation or administrative practice of the United Kingdom or any such political subdivision or taxing authority thereof or therein as a condition to relief or exemption from such tax, levy, impost or other governmental charge (which such Holder or beneficial owner is legally entitled to provide), (vi) any present or future tax, levy, impost or other governmental charge which a Holder would have been able to avoid by authorizing the paying agent to report information in accordance with the procedure laid down by the relevant tax authority or by producing, in the form requested by the relevant tax authority, a declaration, claim, certificate, document or other evidence establishing exemption therefrom which has been requested of such Holder and which it is legally entitled to provide (vii) any present or future tax, levy, impost or other governmental charge imposed by the United States of America or any political subdivision or taxing authority thereof or therein, (viii) any present or future tax, levy, impost or other governmental charge imposed, assessed, levied or collected in respect of a payment under or with respect to a Security to any Holder of the relevant Security that is a fiduciary, partnership or a person other than the sole beneficial owner of such payment or Security to the extent that the beneficiary or settlor with respect to the fiduciary, member of that partnership or beneficial owner would not have been entitled to the additional amounts or would not have been subject to such tax, levy, impost or charge, had that beneficiary, settlor, member or beneficial owner been the actual Holder of such Security; or (ix) any combination of items (i) through (viii) above. At least 30 days prior to each date on which any payment under or with respect to any debt securities is due and payable (unless such obligation to pay additional amounts arises after the 30th day prior to the date on which payment under or with respect to the debt securities is due and payable, in which case it will be promptly thereafter), if we will be obligated to pay additional amounts with respect to such payment, we will deliver to the Trustee an Officers’ Certificate stating that such additional amounts will be payable with respect to:and the amounts so payable and setting forth such other information as is necessary to enable the trustee to pay such additional amounts to the holders of such debt securities on the payment date.

Additional Amounts. (a) All payments made by or on behalf of that the Issuer or any of the Guarantors (including, in each case, any successor entity) Issuers make under or with respect to the Notes or any Note Guarantee shall be made free and clear of and without withholding or deduction for, for or on account of, of any present or future Taxes unless the withholding tax, duty, levy, impost, assessment or deduction other governmental charge (including, without limitation, penalties, interest and other similar liabilities related thereto) of such Taxes is then required by law. If the Issuerwhatever nature (collectively, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes “Taxes”) imposed or levied by or on behalf of (1) any jurisdiction in which the any Issuer or any Guarantor is or was incorporated, engaged in business, organized or is a resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which any of the foregoing makes any payment is made on the Notes or by or on behalf of the Issuer within any department or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2)each, a “Tax Relevant Taxing Jurisdiction”) in respect ), unless such Issuer is required to withhold or deduct Taxes by law or by the interpretation or administration of law. If an Issuer is required to withhold or deduct any payments amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes or any Note GuaranteeNotes, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premium, the such Issuer or the relevant Guarantor, as applicable, shall pay such additional amounts in cash (the “Additional Amounts”) as may be necessary in order to ensure that the net amounts amount received in respect of such payments by each Holder after such withholding or deduction will equal (including withholding or deduction attributable to Additional Amounts payable hereunder) shall not be less than the respective amounts that amount the Holder would have received if such Taxes had not been received by each Holder in respect of such payments in the absence of such withholding withheld or deduction; provided, however, that no Additional Amounts shall be payable with respect to:deducted.

Additional Amounts. (a) All payments made by or on behalf of the Issuer or any of Company and the Guarantors (including, in each case, any successor entity) under or with respect to the Notes or any Note Guarantee shall and the Guarantees will be made free and clear of and without withholding or deduction for, or on account of, any present or future Taxes taxes, duties, assessments, levies, imposts or other governmental charges of similar nature (including penalties, interest and other liabilities related thereto) (collectively “Taxes”), unless the withholding or deduction of such Taxes is then required by lawlaw or the interpretation or administration thereof. If In the Issuer, event that any Guarantor withholding or any other applicable withholding agent is required by law to withhold or deduct any amount deduction for, or on account of, any Taxes imposed or levied by or on behalf of (1i) the United Kingdom or any other jurisdiction in which the Issuer Company or any Guarantor is of the Guarantors are organized or was incorporated, engaged in business, organized or resident for tax purposes or generally subject to tax on a net income basis, or any political subdivision or any taxing authority thereof or situated therein or (2ii) any jurisdiction from or through which any payment is made by or on behalf of the Issuer Company or any Guarantor of the Guarantors (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision or any taxing authority thereof or situated therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of is at any time so required to be made from any payments made by the Company or any of the Guarantors under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premiumthe Guarantees, the Issuer or the relevant Guarantor, as applicable, Company shall pay such additional amounts (the “Additional Amounts”) as may be that are necessary in order that the net amounts received in respect of such payments by each Holder of the Notes (after such deduction or withholding of such Taxes, including any deduction or deduction will withholding of such Taxes with respect to such Additional Amounts) shall equal the respective amounts that which would have been received by each Holder in respect of such payments in the absence of had no such withholding or deduction; provided, however, that no Additional Amounts shall be payable with respect to:deduction of such Taxes been so required.

Additional Amounts. (a) All payments made by or on behalf the Company in respect of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect to the Notes or any Note Guarantee shall be made free and clear of of, and without deduction or withholding or deduction for, for or on account of, of any present or future Taxes unless the withholding or deduction of such Taxes is then required by law. If the Issuertaxes, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount forduties, assessments, or on account of, any Taxes other governmental charges of whatever nature imposed or levied by the authorities of any jurisdiction (Withholding Taxes), unless the Company is compelled by law to deduct or withhold such taxes, duties, assessments, or governmental charges. In such event, the Company shall make such deduction or withholding, make payment of the amount so deducted or withheld to the appropriate governmental authority and forthwith pay such additional amounts (Additional Amounts) as may be necessary to ensure that the net amounts receivable by the holders of the Notes after such deduction or withholding shall equal the payment which would have been receivable in respect of the Notes in the absence of such deduction or withholding. The Company shall cause to be delivered, or, in the case of notes held by an institution that is holding the Notes on behalf of a beneficial owner, to use its best efforts to cause the institution to deliver, to the Paying Agent all forms necessary to ensure that a minimal rate of withholding applies to all payments by the Company in respect of the Notes to the holders or beneficial holders of the Notes, such as an IRS Form W-8IMY and any attached IRS Form W-8BEN, or a statement of withholding or allocation, as necessary. Notwithstanding the foregoing, no such Additional Amounts shall be payable: (1i) any if such Withholding Taxes would not have been imposed but for (A) a present or former connection between the jurisdiction in which imposing the Issuer or any Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes or any political subdivision or taxing authority thereof or therein and the holder or (2) any jurisdiction from or through which any payment is made by or on behalf beneficial holder of the Issuer or any Guarantor (relevant Note including, without limitation, a connection arising from such holder or beneficial holder having been a citizen, domiciliary, or resident of such jurisdiction or such political subdivision or taxing authority, being organized in such jurisdiction or such political subdivision or taxing authority, or having had a permanent establishment, branch or other fixed place of business therein (but excluding a connection arising solely from such holder or beneficial holder having executed, delivered, performed its obligations or received payment under the jurisdiction Fiscal Agency Agreement or this Note), or (B) the failure of the holder or beneficial holder of the relevant Note to comply with any Paying Agentreasonable certification, identification or other reporting requirement (or such certifications, identifications or reporting proving to be false or incorrect) concerning the nationality, residence, identity or connection with such jurisdiction, or any political subdivision or taxing authority thereof or therein (each therein, of (1) and (2)such holder or beneficial holder, a “Tax Jurisdiction”) in respect of any payments under or with respect to the Notes if compliance is required by such jurisdiction, or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest political subdivision or premium, the Issuer taxing authority thereof or the relevant Guarantortherein, as applicable, shall pay a precondition to exemption from such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by each Holder after such deduction or withholding or deduction will equal the respective amounts that would have been received by each Holder in respect of such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts shall be payable with respect to:or

Additional Amounts. (a) All payments made by or on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect pursuant to the Notes or any Note Guarantee Payments shall be made free and clear of of, and without withholding or deduction for, for or on account of, any present or future Taxes unless taxes, duties, assessments or governmental charges of whatever nature imposed levied, collected, withheld or assessed by or within any supranational federation to which a jurisdiction in which the withholding Guarantor is incorporated or deduction organized ("Jurisdiction of such Taxes is then required by law. If the IssuerIncorporation"), any Guarantor belongs or any other applicable withholding agent is required by law to withhold Jurisdiction of Incorporation (or deduct any amount for, political subdivision or on account of, any Taxes imposed taxing authority thereof or levied by therein) or on behalf of (1) any jurisdiction in which the Issuer or any Guarantor is managed or was incorporatedhas a place of business (each, engaged in business, organized a "Taxing Jurisdiction") or resident for tax purposes by or within any political subdivision thereof or any authority therein or thereof having power to tax, unless such withholding or deduction is required by law. In the event of any such withholding or deduction (2) any jurisdiction from or through which any payment is made by or on behalf "Gross-Up Taxes"), the Guarantor shall pay to the Holder of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premium, the Issuer or the relevant Guarantor, as applicable, shall pay Preferred Partnership Securities such additional amounts amount (the “"Additional Amounts”Amount") as may shall be necessary in order that the net amounts amount received in respect of by such payments by each Holder after such withholding or deduction will shall equal the respective amounts amount that would otherwise have been received by each due to such Holder in respect of such payments in the absence of such withholding or deduction; provided, however, except that no such Additional Amounts shall be payable with respect topayable:

Additional Amounts. (a) All payments and deliveries made by by, or on behalf of of, the Issuer Company or any of successor to the Guarantors (including, in each case, any successor entity) Company under or with respect to this Indenture and the Notes Notes, including, but not limited to, payments of principal (including, if applicable, the Redemption Price, the Repurchase Price and the Fundamental Change Repurchase Price), premium, if any, payments of Special Interest, if any, and payments of cash and/or deliveries of ADSs or any other consideration due on conversion of a Note Guarantee (together with payment of cash for any Fractional ADS or other consideration), shall be made free and clear of and without withholding withholding, deduction or deduction reduction for any other collection at source for, or on account of, any present or future Taxes taxes, duties, assessments or governmental charges of whatever nature imposed or levied (including any penalties and interest related thereto) (“applicable taxes”) unless the withholding such withholding, deduction or deduction of such Taxes is then required by law. If the Issuer, any Guarantor or any other applicable withholding agent reduction is required by law to withhold or deduct by regulation or governmental policy having the force of law. In the event that any amount forsuch withholding, deduction or reduction is so required by or within the Cayman Islands or the People’s Republic of China, or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction in which the Issuer Company or any Guarantor is or was successor to the Company is, for tax purposes, incorporated, engaged in business, organized or resident for tax purposes or any political subdivision thereof doing business (each, as applicable, a “Relevant Taxing Jurisdiction”) or therein or (2) any jurisdiction from or through which any payment or delivery is made by or on behalf of the Issuer or any Guarantor deemed made (together with each Relevant Taxing Jurisdiction, a “Relevant Jurisdiction,” including, without limitationin each case, the jurisdiction of any Paying Agent) or any political subdivision or taxing authority thereof or therein (each of (1) and (2therein), a “Tax Jurisdiction”) in respect of any payments under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premium, the Issuer or the relevant Guarantor, as applicable, Company shall pay or deliver to each Holder such additional amounts of cash, ADSs or other consideration, as applicable (the “Additional Amounts”) as may be necessary in order to ensure that the net amounts amount received in respect by the beneficial owner of such payments by each Holder the Notes after such withholding withholding, deduction or deduction will reduction (and after deducting any taxes on the Additional Amounts) shall equal the respective amounts that would have been received by each Holder in respect of such payments in the absence of beneficial owner had no such withholding withholding, deduction or deductionreduction been required; provided, however, provided that no Additional Amounts shall be payable with respect to:payable: ​

Additional Amounts. (a) All payments made by or on behalf of the Issuer Company or any of the Guarantors (including, in each case, any successor entity) ), including amounts payable upon redemption, repurchase or conversion, under or with respect to the Notes or any Note Guarantee shall will be made free and clear of and without withholding or deduction for, or on account of, any present or future Taxes taxes unless the withholding or deduction of such Taxes taxes is then required by law. If the IssuerCompany, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes taxes imposed or levied by or on behalf of (1) any jurisdiction (other than the United States) in which the Issuer Company or any Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which any payment is made by or on behalf of the Issuer Company or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premium, the Issuer Company or the relevant Guarantor, as applicable, shall will pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received and retained in respect of such payments by each Holder beneficial owner of Notes after such withholding or deduction will equal the respective amounts that would have been received by each Holder and retained in respect of such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts shall will be payable with respect to:

Additional Amounts. (a) All payments and deliveries made by by, or on behalf of of, the Issuer Company or any of successor to the Guarantors (including, in each case, any successor entity) Company under or with respect to this Indenture and the Notes Notes, including, but not limited to, payments of principal (including, if applicable, the Repurchase Price, the Tax Redemption Price and the Fundamental Change Repurchase Price), premium, if any, payments of interest, including any additional interest and payments of cash and/or deliveries of ADSs or any other consideration due on a conversion of a Note Guarantee (together with payment of cash in lieu of any fractional ADS or other consideration) upon conversion of the Notes, shall be made free and clear of and without withholding withholding, deduction or deduction reduction for any other collection at source for, or on account of, any present or future Taxes taxes, duties, assessments or governmental charges of whatever nature imposed or levied (including any penalties and interest related thereto) (the “Applicable Taxes”), unless the such withholding or deduction of such Taxes is then required by law. If the Issuer, any Guarantor or any other applicable withholding agent reduction is required by law to withhold or deduct by other regulation or governmental policy having the force of law (including an official interpretation or application of such laws or regulations by any amount forlegislative body, court, governmental agency, taxing authority or on account ofregulatory authority) (“Applicable Tax Law”). In the event that any such withholding or deduction is required by or within (x) the Cayman Islands or the People’s Republic of China (or, in each case, any Taxes imposed political subdivision or levied by taxing authority thereof or on behalf of therein), (1y) any jurisdiction in which the Issuer we or any Guarantor is or was successor are, for tax purposes, incorporated, engaged in business, organized or resident for tax purposes or doing business (or any political subdivision or taxing authority thereof or therein therein) or (2z) any jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor deemed made (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision or taxing authority thereof or therein therein) (each of (1x), (y) and (2z), a “Tax Jurisdiction”) in respect of any payments under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premium, the Issuer or the relevant Guarantor, as applicable, a “Relevant Taxing Jurisdiction”), the Company shall pay or deliver to each beneficial owner such additional amounts of cash, ADSs or other consideration, as applicable (the “Additional Amounts”) as may be necessary in order to ensure that the net amounts amount received in respect of such payments by each Holder the beneficial owner after such withholding or deduction (and after deducting any Applicable Taxes on the additional amounts) will equal the respective amounts that would have been received by each Holder in respect of such payments in the absence of beneficial owner had no such withholding or deductiondeduction been required; provided, however, provided that no Additional Amounts shall additional amounts will be payable with respect topayable:

Additional Amounts. (a) All payments made by or on behalf of the Issuer Issuers or any of the Guarantors (including, in each case, any successor entity) Guarantor under or with respect to the Notes or any the Note Guarantee shall Guaranties will be made free and clear of and without withholding or deduction for, or on account of, any present or future Taxes tax, duty, levy, impost, assessment or other governmental charge of whatever nature (including penalties, additions to tax and interest related thereto) (hereinafter “Taxes”) unless the withholding or deduction of such Taxes is then required by law. If the Issuer, any Guarantor deduction or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction in which the Company, an Issuer or any Guarantor (including any successor entity) is or was incorporated, engaged in businessorganized, organized carrying on a business through a branch, agency or permanent establishment or is treated as resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from by or through which any payment is made by or on behalf of the Company, an Issuer or any Guarantor (including, without limitation, including any successor entity) under or with respect to the jurisdiction of any Paying Agent) Notes or Note Guaranties or any political subdivision thereof or therein (each of (1) a “Specified Tax Jurisdiction” and (2such Taxes, “Indemnified Taxes”), a “Tax Jurisdiction”) in respect of will at any time be required to be made from any payments made under or with respect to the Notes or any the Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premiumGuaranties, the Issuer or Company, an Issuer, the relevant GuarantorGuarantor or paying agent, as applicable, shall will pay such additional amounts (the “Additional Amounts”) as may be necessary in order so that the net amounts amount received in respect of such payments by each Holder holder and beneficial owner of the Notes after such withholding or deduction (including any withholding or deduction from Additional Amounts) will equal not be less than the respective amounts that amount such holder or beneficial owner of the Notes would have received if such Indemnified Taxes had not been received by each Holder in respect of such payments in the absence of such withholding withheld or deduction; provided, however, that no Additional Amounts shall be payable with respect todeducted. Indemnified Taxes do not include:

Additional Amounts. (a) All payments made by or on behalf of that the Issuer or any of the Guarantors (including, in each case, any successor entity) Company makes under or with respect to the Notes Notes, and that any Guarantor makes under or with respect to any Note Guarantee shall Guarantee, will be made free and clear of and without withholding or deduction for, or on account of, any present or future Taxes tax, duty, levy, assessment or other governmental charge, including any related interest, penalties or additions to tax (“Taxes”), unless the such withholding or deduction of such Taxes is then required by law. If the Issuer, any Guarantor such deduction or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction in which either the Issuer Company or any Guarantor is incorporated or was incorporatedorganized, engaged in business, organized business for tax purposes or resident for tax purposes purposes, or any political subdivision thereof or therein or (2) any jurisdiction from or through which any payment is made by or on behalf of the Issuer Company or any Guarantor (includingsuch Guarantor, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2)each, a “Relevant Tax Jurisdiction”) will at any time be required to be made in respect of any payments made by the Company or any such Guarantor under or with respect to the Notes or any Note Guarantee, including, without limitation, including payments of principal, Redemption Price, purchase redemption price, interest or premium, the Issuer Company or the relevant any such Guarantor, as applicable, shall will pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received by each Holder in respect of such payments by each Holder after such withholding or deduction by the applicable withholding agent (including any such withholding or deduction from such Additional Amounts) will equal the respective amounts that would have been received by each Holder in respect of such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts shall will be payable with respect to:

Additional Amounts. (a) All payments made by or on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect to the Notes or any Note Guarantee shall will be made free and clear of and without withholding or deduction for, or on account of, any present or future Taxes tax, duty, levy, assessment or other governmental charge, including any related interest, penalties or additions to tax (“Taxes”) unless the withholding or deduction of such Taxes is then required by lawlaw or by the official interpretation or administration thereof. If the Issuer, any Guarantor deduction or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction under the laws of which the Issuer or any Guarantor is then incorporated or organized or in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized business for tax purposes or resident for tax purposes or any political subdivision or governmental authority thereof or therein having power to tax or (2) any jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agentpaying agent for the Notes) or any political subdivision thereof or therein (each of (1) and (2)each, a “Tax Jurisdiction”) in respect of will at any time be required to be made from any payments made under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase redemption price, interest or premium, then the Issuer or the relevant Guarantor, as applicable, shall will pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in with respect of to such payments by each Holder holder of Notes after such withholding or deduction (including any such withholding or deduction from such Additional Amounts) will equal the respective amounts that would have been received by each Holder in with respect of to such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts shall will be payable with respect to:

Additional Amounts. (a) All payments The payment of Capital Payments on the Class B Preferred Securities, and any amount payable upon redemption thereof or in liquidation, shall be made without any deduction or withholding for or on account of any present or future taxes, duties or governmental charges of any nature whatsoever imposed, levied or collected by or on behalf of the Issuer United States or Germany (or any jurisdiction from which payments are made) or, during any period in which any Substitute Obligations are outstanding, the jurisdiction of the Guarantors residence of any obligor on such Substitute Obligations (including, in each case, any successor entity) under or with respect to the Notes or any Note Guarantee shall be made free and clear of and without withholding jurisdiction from which payments are made) (each a “Relevant Jurisdiction”) or deduction for, or on account of, any present or future Taxes unless the withholding or deduction of such Taxes is then required by law. If the Issuer, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes or any political subdivision thereof or authority therein or thereof having the power to tax (2) any jurisdiction from collectively, “Withholding Taxes”), 41 unless such deduction or through which any payment withholding is made required by or on behalf of the Issuer or any Guarantor (including, without limitationlaw. In such event, the jurisdiction Company shall pay as additional Capital Payments (or Arrears of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2Payments, as the case may be), a “Tax Jurisdiction”) in respect of any payments under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premium, the Issuer or the relevant Guarantor, as applicable, shall pay such additional amounts (the “Additional Amounts”) to the Class B Preferred Securityholders as may be necessary in order that the net amounts received in respect of such payments by each Holder the Class B Preferred Securityholders and the Trust Preferred Securityholders after such deduction or withholding for or deduction will on account of Withholding Taxes shall equal the respective amounts that otherwise would have been received by each Holder in respect of had no such payments in the absence of such deduction or withholding or deduction; been required, provided, however, that no such Additional Amounts shall be payable with in respect to:of the Class B Preferred Securities

Additional Amounts. (a) All payments made by or on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) Company under or with respect to the Notes or any Note Guarantee shall of the Guarantors with respect to any Notes Guarantee, as applicable, will be made free and clear of and without withholding or deduction for, or on account of, any present or future Taxes unless the withholding or deduction of for, or on account of, such Taxes is then required by law. If the Issuer, any Guarantor deduction or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction in which the Issuer or any Guarantor Company is or was then incorporated, organized, engaged in business, organized business for tax purposes or otherwise considered to be a resident for tax purposes or any political subdivision or governmental authority thereof or therein having the power to tax (each, as applicable, a “Relevant Tax Jurisdiction”); or (2) any jurisdiction in which any Guarantor is then incorporated, organized, engaged in business for tax purposes or otherwise considered to be a resident for tax purposes or any political subdivision or governmental authority thereof or therein having the power to tax or from or through which payment on any payment such Note or Notes Guarantee is made by or on behalf of the Issuer Company or any Guarantor (including, without limitation, including the jurisdiction of any Paying Agent) or any political subdivision or governmental authority thereof or therein having the power to tax (each of (1) and (2together with the Relevant Tax Jurisdictions, the “Relevant Jurisdictions”), a “Tax Jurisdiction”) in respect of will at any time be required by law to be made from any payments made by or on behalf of the Company under or with respect to the Notes or any Note of the Guarantors with respect to any Notes Guarantee, including, without limitation, including payments of principal, Redemption Price, purchase price, interest or premium, the Issuer Company or the relevant Guarantor, as applicable, shall pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received by each holder or beneficial owner of the Notes or Notes Guarantees in respect of such payments by each Holder after such withholding or deduction (including any such withholding or deduction from such Additional Amounts) will equal the respective amounts that would have been received by each Holder holder or beneficial owner of Notes or Notes Guarantees in respect of such payments on any such Note or Notes Guarantee in the absence of such withholding or deduction; provided, however, that no such Additional Amounts shall be payable with respect to:

Additional Amounts. (a) All payments made by the Company or on behalf any Guarantor in respect of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect to the Notes or any Note Guarantee shall will be made free and clear of and without withholding or deduction for, for or on account of, of any present or future Taxes unless the withholding or deduction of such Taxes is then required by law. If the Issuertaxes, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount forduties, assessments, or on account of, any Taxes other governmental charges of whatever nature imposed or levied by or on behalf of (1) any jurisdiction in which the Issuer Company or any Guarantor is or was incorporated, engaged in business, organized or is a resident for tax purposes purposes, or any political subdivision thereof or therein or (2) any other jurisdiction from or through which any payment is payments under the Notes are made by or on behalf of the Issuer Company or any Guarantor (includingGuarantor, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein thereof, having power to tax (each of (1) and (2a “Relevant Jurisdiction”), a “Tax Jurisdiction”) in respect of any payments under or with respect to unless the Notes Company or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premium, the Issuer or the relevant Guarantor, as applicablethe case may be, shall is compelled by law to deduct or withhold such taxes, duties, assessments, or governmental charges. In such event, the Company or any Guarantor, as the case may be, will make such deduction or withholding, make payment of the amount so withheld to the appropriate governmental authority and pay such additional amounts (the “Additional Amounts”) as may be necessary in order to ensure that the net amounts received in respect receivable by Holders of such payments by each Holder Notes after such withholding or deduction will shall equal the respective amounts that of principal and interest which would have been received by each Holder receivable in respect of such payments the Notes in the absence of such withholding or deduction; provided, however, that no deduction (“Additional Amounts”). No such Additional Amounts shall be payable with respect topayable:

Additional Amounts. (a) All payments made by or on behalf of the Issuer Company or any of the Guarantors (including, in each case, any successor entity) Guarantor under or with respect to the Notes or any Note Guarantee shall will be made free and clear of and without withholding or deduction for, or on account of, any present or future Taxes Taxes, unless the withholding Company or deduction of such a Guarantor is required to withhold or deduct Taxes is then required by law. law or by the interpretation or administration thereof If the Issuer, Company or any Guarantor (or any other applicable withholding agent agent) is required by law to withhold or deduct any amount for, or on account of, any Taxes imposed or levied by or on behalf of (1a) the government of Canada or any province or territory thereof, (b) any jurisdiction in which the Issuer Company or any Guarantor is or was incorporated, engaged in businessorganized, organized resident or resident doing business for tax purposes or any political subdivision thereof or therein or (2c) any jurisdiction from or through which any payment is made by or on behalf of the Issuer Company or any Guarantor (including, without limitation, including the jurisdiction of any Paying Agent) or any or, in each case, a political subdivision thereof or therein (each of (1a), (b) and (2), c) a “Tax Relevant Taxing Jurisdiction”) in respect of any payments payment made under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premium(a) the Company, the Issuer Guarantor or the applicable withholding agent will make such withholding or deduction, (b) the Company, the Guarantor or the applicable withholding agent will remit the full amount deducted or withheld to the relevant Guarantor, as applicable, shall government authority in accordance with and in the time required under applicable law and (c) the Company or the applicable Guarantor will pay such additional amounts (the “Additional Amounts”) as may be necessary in order so that the net amounts amount received in respect of such payments by each Holder beneficial owner of Notes after such withholding or deduction (including any deduction or withholding in respect of Additional Amounts) will equal the respective amounts that amount such beneficial owner would have received if such Taxes had not been received by each Holder in respect of such payments in the absence of such withholding withheld or deductiondeducted; provided, however, that no Additional Amounts shall will be payable with respect to:

Additional Amounts. (a) All payments made by or on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect to the Notes or any Note Guarantee shall will be made free and clear of and without withholding or deduction for, or on account of, any present or future Taxes tax, duty, levy, assessment or other governmental charge, including any related interest, penalties or additions to tax ("Taxes") unless the withholding or deduction of such Taxes is then required by lawlaw or by the official interpretation or administration thereof. If the Issuer, any Guarantor deduction or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction under the laws of which the Issuer or any Guarantor is then incorporated or organized or in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized business for tax purposes or resident for tax purposes or any political subdivision or governmental authority thereof or therein having power to tax or (2) any jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agentpaying agent for the Notes) or any political subdivision thereof or therein (each of (1) and (2)each, a “"Tax Jurisdiction”") in respect of will at any time be required to be made from any payments made under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase redemption price, interest or premium, then the Issuer or the relevant Guarantor, as applicable, shall will pay such additional amounts (the “"Additional Amounts”") as may be necessary in order that the net amounts received in with respect of to such payments by each Holder of Notes after such withholding or deduction (including any such withholding or deduction from such Additional Amounts) will equal the respective amounts that would have been received by each Holder in with respect of to such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts shall will be payable with respect to:

Additional Amounts. (a) All payments made by or on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect to the Notes or any Note Guarantee shall will be made free and clear of and without withholding or deduction for, or on account of, any present or future Taxes tax, duty, levy, assessment or other governmental charge, including any related interest, penalties or additions to tax (“Taxes”) unless the withholding or deduction of such Taxes is then required by lawlaw or by the official interpretation or administration thereof. If the Issuer, any Guarantor deduction or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction under the laws of which the Issuer or any Guarantor is then incorporated or organized or in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized business for tax purposes or resident for tax purposes or any political subdivision or governmental authority thereof or therein having power to tax or (2) any jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agentpaying agent for the Notes) or any political subdivision thereof or therein (each of (1) and (2)each, a “Tax Jurisdiction”) in respect of will at any time be required to be made from any payments made under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase redemption price, interest or premium, then the Issuer or the relevant Guarantor, as applicable, shall will pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by each Holder holder of Notes after such withholding or deduction (including any such withholding or deduction from such Additional Amounts) will equal the respective amounts that would have been received by each Holder in respect of such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts shall will be payable with respect to:

Additional Amounts. (a) All If the Company consolidates with or merges with or into, or sells, conveys, assigns, transfers, leases or otherwise disposes of all or substantially all of the Company’s properties or assets in one transaction or series of transactions to, another Person in accordance with Section 11.01, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all payments and deliveries made by by, or on behalf of of, the Issuer or any of the Guarantors (including, in each case, any successor entity) Successor Company under or with respect to the Notes Notes, including, but not limited to, payments of principal (including the Fundamental Change Repurchase Price and redemption price, if applicable), payments of interest and deliveries of Common Stock or any Note Guarantee other Reference Property and/or payments of cash, in each case, upon conversion, shall be made free and clear of and without withholding or deduction for, or on account of, any present or future Taxes unless the withholding taxes, duties, assessments or deduction governmental charges of such Taxes is then required by law. If the Issuer, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes whatever nature ( “Taxes”) imposed or levied by or on behalf of (1) a taxing authority within any jurisdiction in which the Issuer or any Guarantor is or was incorporatedSuccessor Company is, engaged in businessfor tax purposes, organized or resident for tax purposes or doing business or through which payment is made or deemed made (or any political subdivision or taxing authority thereof or therein or therein) (2) any jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premium, the Issuer or the relevant Guarantoreach, as applicable, a “Relevant Taxing Jurisdiction”), unless such withholding or deduction is required by law or by the official interpretation or administration thereof. In the event that any such withholding or deduction is so required, the Successor Company shall pay such additional amounts (the “Additional Amounts”) as may be necessary in order to ensure that the net amounts amount received in respect of such payments by each Holder the beneficial owner after such withholding or deduction will (and after deducting or withholding any Taxes on the Additional Amounts) shall equal the respective amounts that would have been received by each Holder in respect of such payments in the absence of beneficial owner had no such withholding or deductiondeduction been required; provided, however, provided that no Additional Amounts shall be payable with respect topayable:

Additional Amounts. (a) All payments made by or on behalf of the Issuer Company or any of the Guarantors (including, in each case, any successor entity) Guarantor under or with respect to the Notes or any the Note Guarantee shall Guarantees will be made free and clear of and without withholding or deduction for, or on account of, any present or future Taxes tax, duty, levy, impost, assessment or other governmental charge of a similar nature (including penalties, additions to tax, interest and other liabilities related thereto) (“Taxes”) unless the withholding or deduction of such Taxes is then required by law. If the Issuer, any Guarantor deduction or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes imposed or levied by or on behalf of (1) the government of the Republic of the Mxxxxxxx Islands or any political subdivision or any authority or agency therein or thereof having power to tax, or any other jurisdiction in which the Issuer Company or applicable Guarantor (including any Guarantor successor entity) is or was organized, incorporated, engaged in business, organized business or is otherwise resident or treated as resident for tax purposes purposes, or any political subdivision thereof or therein or (2) any jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any each Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Specified Tax Jurisdiction”) in respect of ), will at any time be required to be made from any payments made under or with respect to the Notes or any the Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premiumGuarantees, the Issuer Company or the relevant Guarantor, as applicable, shall applicable Guarantor will pay such additional amounts (or the “Additional Amounts”) as may be necessary in order so that the net amounts amount received in respect of such payments by each Holder (including Additional Amounts) after such withholding or deduction will equal not be less than the respective amounts amount that would have been received by each Holder in respect of such payments in the absence of if such withholding Taxes had not been withheld or deductiondeducted; provided, however, that no the foregoing obligation to pay Additional Amounts shall be payable with respect does not apply to:

Additional Amounts. (a) All payments made by of, or in respect of, principal of and interest on behalf the Securities of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect to the Notes or any Note Guarantee series shall be made free and clear of and without withholding or deduction for, or on account of, any present or future Taxes unless the withholding taxes, duties, assessments or deduction governmental charges of such Taxes is then required by law. If the Issuer, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes kind whatsoever imposed or levied by or on behalf of (1) any jurisdiction in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes United Kingdom or any political subdivision thereof or therein or (2) any jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision Taxing authority thereof or therein (each “U.K. Withholding Taxes”), unless such U.K. Withholding Taxes are required by the United Kingdom or any such subdivision or authority to be withheld or deducted. In the event of (1i) and a Change in Tax Law or (2ii) a failure by the Company to list or maintain a listing of the Securities of such series on a “recognized stock exchange” (within the meaning of Section 1005 of the Income Tax Act 2007) (a “Listing Failure”), a “Tax Jurisdiction”) the effect of which, in respect each case, is to require the withholding or deduction by the Company or any Guarantor pursuant to such Securities or the Guarantees thereof, respectively, of any payments under amount for U.K. Withholding Taxes that would not have been required to be withheld or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premiumdeducted absent such event, the Issuer Company or the relevant Guarantorsuch Guarantors, as applicablethe case may be, shall will pay such additional amounts (the “Additional Amounts”) as may be necessary in order on such Securities that the net amounts received in respect result (after deduction or withholding of such payments by U.K. Withholding Taxes, including any deduction or withholding of such U.K. Withholding Taxes with respect to such Additional Amounts) in the payment to each Holder after of a Security of such withholding or deduction will equal series the respective amounts that would have been received by each Holder payable in respect of such payments in the absence of Security had no such withholding or deduction; provideddeduction been required, however, except that no Additional Amounts shall be so payable with respect tofor or on account of:

Additional Amounts. (a) All payments made by or on behalf of that the Issuer or any of the Guarantors (including, in each case, any successor entity) Company makes under or with respect to the Notes or any Note Guarantee that the Guarantors make under or with respect to the Guarantees shall be made free and clear of and without withholding or deduction for, for or on account of, of any present or future Taxes unless the withholding tax, duty, levy, impost, assessment or deduction other governmental charge (including, without limitation, penalties, interest and other similar liabilities related thereto) of such Taxes is then required by law. If the Issuerwhatever nature (collectively, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes “Taxes”) imposed or levied by or on behalf of (1) any jurisdiction in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes Barbados or any political subdivision or governmental authority thereof or therein or having power to tax, (2) any jurisdiction from or through which any payment on the Notes or the relevant Guarantee is made by or on behalf of the Issuer Company or any Guarantor (includingGuarantor, without limitation, the jurisdiction of any Paying Agent) or any political subdivision or governmental authority thereof or therein having the power to tax, or (3) any other jurisdiction in which the Company or any Guarantor is organized or resident, or any political or governmental authority thereof or therein having the power to tax (each of clauses (1), (2) and (23), a “Tax Relevant Taxing Jurisdiction”) in respect ), unless the Company or such Guarantor, as the case may be, is required to withhold or deduct Taxes by law or by the interpretation or administration of law. If the Company or a Guarantor is required to withhold or deduct any payments amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premiumNotes, the Issuer Company or the relevant Guarantor, as applicablethe case may be, shall pay such additional amounts (the “Additional Amounts”) as may be necessary in order to ensure that the net amounts amount received in respect of such payments by each Holder of the Notes after such withholding or deduction will equal (including withholding or deduction attributable to Additional Amounts payable hereunder) shall not be less than the respective amounts that amount the Holder would have received if such Taxes had not been received by each Holder in respect of such payments in the absence of such withholding withheld or deduction; provided, however, that no Additional Amounts shall be payable with respect to:deducted.

Additional Amounts. beneficial owner to the extent such Taxes are imposed by reason of (ai) All payments made such beneficial owner being considered to be or to have been connected with a Relevant Taxing Jurisdiction, otherwise than by the acquisition, ownership, holding or on behalf disposition of the Issuer or any Notes, the enforcement of the Guarantors (including, in each case, any successor entity) rights under or with respect to the Notes or under any Note Guarantee shall be made free and clear or the receipt of and without withholding or deduction for, or on account of, any present or future Taxes unless the withholding or deduction of such Taxes is then required by law. If the Issuer, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) payments in respect of any payments under or with respect to the Notes or any Note Guarantee, or (ii) such beneficial owner not completing any procedural formalities that it is legally eligible to complete and are necessary for the Issuer, a Guarantor or other applicable withholding agent to make or obtain authorization to make payments without such Taxes (including, without limitation, payments providing prior to the receipt of principalany payment on or in respect of a Note or any Note Guarantee, Redemption Pricea complete, purchase price, interest correct and executed IRS Form W-8 or premium, the Issuer W-9 or the relevant Guarantorsuccessor form, as applicable, shall pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by each Holder after such withholding or deduction will equal the respective amounts that would have been received by each Holder in respect of such payments in the absence of such withholding or deductionwith all appropriate attachments); provided, however, that for purposes of this obligation to pay Additional Amounts, the Issuer, a Guarantor or other applicable withholding agent shall be entitled, for U.S. federal income and withholding tax purposes, to treat any payments on or in respect of the Notes as if the Notes were issued by a U.S. person as defined in section 7701(a)(30) of the Code. Further, no Additional Amounts shall be payable with respect to (i) any Tax imposed on interest by the United States or any political subdivision or governmental authority thereof or therein by reason of any beneficial owner holding or owning, actually or constructively, 10% or more of the total combined voting power of all classes of stock of the Issuer or any Guarantor entitled to vote or (ii) any Tax imposed on interest by the United States or any political subdivision or governmental authority thereof or therein by reason of any beneficial owner being a controlled foreign corporation that is a related person within the meaning of Section 864(d)(4) of the Code with respect to the Issuer or any Guarantor. The Issuer or Guarantor (as applicable) required to withhold any Taxes will make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable law. The Issuer or Guarantor (as applicable) will use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment by the Issuer or Guarantor (as applicable) of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and will provide such certified copies to the Trustee. Wherever in the Indenture or the Notes or any Note Guarantee there are mentioned, in any context, (1) the payment of principal, (2) purchase prices in connection with a purchase of Notes under the Indenture or the Notes, (3) interest or (4) any other amount payable on or with respect to any of the Notes or any Note Guarantee, such reference shall be deemed to include payment of Additional Amounts as described under this heading to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. documentation evidencing the payment of such Additional Amounts. Copies of such documentation shall be made available to the Holders upon request. 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 herein or 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 in this Paragraph 2 will survive any termination, defeasance or discharge of the Indenture. References in this Paragraph 2 to the Issuer or any Guarantor shall apply to any successor(s) thereto.

Additional Amounts. (a) All payments made by or on behalf of the Issuer or any of and the Guarantors (including, in each case, any successor entity) under or with respect to the Notes or any Note Guarantee shall and the Guarantees will be made free and clear of and without withholding or deduction for, for or on account of, of any present or future Taxes unless the withholding or deduction of such Taxes is then required by law. If the Issuertax, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount forduty, levy, impost, assessment, or on account ofother governmental charge of whatever nature (including penalties, any Taxes interest and other liabilities related thereto) (collectively, “Taxes”) imposed or levied by or on behalf of any government or political subdivision or territory or possession of any government or authority or agency or authority therein or thereof having the power to tax (1each, a “Taxing Authority”) in any jurisdiction in which the Issuer or any Guarantor (including their permitted successors and assigns) is or was then incorporated, engaged in business, organized business or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from by or through which any payment is made by or on behalf of (each, a “Relevant Taxing Jurisdiction”) unless the Issuer or the Guarantor is required to withhold or deduct Taxes by Law or by the relevant Taxing Authority’s interpretation or administration thereof. If the Issuer or the Guarantor is required to withhold or deduct any Guarantor (including, without limitation, the jurisdiction amount for or on account of Taxes from any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments payment made under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premiumthe Guarantees (as the case may be), the Issuer or the relevant Guarantor, Guarantors (as applicable, shall the case may be) will pay such additional amounts (the “Additional Amounts”) as may be necessary in order so that the net amounts amount received in respect of such payments by each Holder of the Notes (including Additional Amounts) after such withholding or deduction will be equal to the respective amounts that amount the Holder of the Notes would have received if such Taxes had not been received by each Holder in respect of such payments in the absence of such withholding withheld or deductiondeducted; provided, however, provided that no Additional Amounts shall will be payable with respect toto a payment made to a Holder of the Notes (an “Excluded Holder”) to the extent:

Additional Amounts. (a) All payments made by or on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect to the Notes or any Note Guarantee of any series shall be made free and clear of and without withholding or deduction for, or on account of, any present or future Taxes unless the withholding or deduction of such Taxes is then required by law. If the Issuer, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest interest, duration fees or premium, the Issuer or the relevant Guarantor, as applicable, shall pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by each Holder after such withholding or deduction will equal the respective amounts that would have been received by each Holder in respect of such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts shall be payable with respect to:

Additional Amounts. (a) All payments made by of principal and interest and any other amounts on, or on behalf in respect of, the Securities of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect to the Notes or any Note Guarantee series shall be made free and clear of and without withholding or deduction at source for, or on account of, any present or future Taxes unless the withholding taxes, fees, duties, assessments or deduction governmental charges of such Taxes is then required by law. If the Issuer, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes whatever nature imposed or levied by or on behalf of (1) Bermuda or any other jurisdiction in which the Issuer or any Guarantor Company is or was incorporated, engaged in business, organized or resident for tax purposes (each, a "taxing jurisdiction") or any political subdivision or taxing authority thereof or therein, unless such taxes, fees, duties, assessments or governmental charges are required to be withheld or deducted by (i) the laws (or any regulations or ruling promulgated thereunder) of a taxing jurisdiction or any political subdivision or taxing authority thereof or therein or (ii) an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including a holding by a court of competent jurisdiction or by a taxing authority in a taxing jurisdiction or any political subdivision thereof). If any withholding or deduction at source is required, the Company shall, subject to the limitations and exceptions set forth below, pay to the Holder of any such Security such additional amounts as may be necessary so that every net payment of principal and interest or any other amount made to such Holder, after such withholding or deduction, shall not be less than the amount provided for in such Security and this Indenture to be then due and payable (the "Additional Amounts"); provided, that the Company shall not be required to make payment of such Additional Amounts for or on account of: (i) any tax, fee, duty, assessment or governmental charge of whatever nature that would not have been imposed but for the fact that such Holder or the beneficial owner of such Security (other than a Trust): (A) was a resident, domiciliary or national of, or engaged in business or maintained a permanent establishment or was physically present in, the relevant taxing jurisdiction or any political subdivision thereof or therein or (2) any otherwise had some connection with the relevant taxing jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein other than by reason of the mere ownership of, or receipt of payment under, such Security; (each of B) presented such Security for payment in the relevant taxing jurisdiction or any political subdivision thereof or therein, unless such Security could not have been presented for payment elsewhere; or (1C) and (2), a “Tax Jurisdiction”) presented such Security more than 30 days after the date on which the payment in respect of such Security first became due and payable, except to the extent that the Holder or beneficial owner would have been entitled to such Additional Amounts if it had presented such Security for payment on any payments under day within such period of 30 days; (ii) any estate, inheritance, gift, sale, transfer, personal property or similar tax, fee, duty, assessment or other governmental charge; or (iii) any tax, fee, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder or the beneficial owner of such Security (other than a Trust) to comply, within 90 days, with any reasonable request by the Company addressed to the Holder of such beneficial owner (A) to provide information concerning the nationality, residence or identity of the Holder or such beneficial owner or (B) to make any declaration or other similar claim or satisfy any information or reporting requirement, which in the case of (A) or (B), is required or imposed by statute, treaty, regulation or administrative practice of the relevant taxing jurisdiction or any political subdivision thereof or therein as a precondition to exemption from all or part of such tax, fee, duty, assessment or other governmental charge; nor shall Additional Amounts be paid with respect to any payment or the principal and interest or any other amounts on, any such Security to any Holder where the beneficial owner of such Security is a fiduciary or partnership to the extent such payment would be required by the laws of the relevant taxing jurisdiction (or any political subdivision or relevant taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary with respect to such fiduciary or partner of such partnership that would not have been entitled to such Additional Amounts had it been the Holder of the Security. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or interest on or any other amounts on, or in respect of, any Security of any series for 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 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, at least 10 days prior to the first interest payment date with respect to a 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 Notes 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 or interest or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premium, other amounts on the Issuer or the relevant Guarantor, as applicable, shall pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect Securities of such payments by each Holder after series shall be made to Holders of Securities of such series without withholding for or on account of any tax, fee, duty, assessment or other governmental charge described in this Section. If any such withholding or deduction will equal shall be required, then such Officer's Certificate shall specify by jurisdiction in which the respective amounts that would have been received by each Holder in respect of Holders are resident for tax purposes the amount, if any, required to be withheld on such payments in to such Holders of Securities, and the absence of Company agrees to pay to the Trustee or such withholding or deduction; provided, however, that no Paying Agent the Additional Amounts shall be payable required by this 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 respect to:actions taken or omitted by any of them in reliance on any Officer's Certificate furnished pursuant to this Section.

Additional Amounts. (a) All payments made by or on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect to the Notes or any Note Guarantee shall be made free and clear of and without withholding or deduction for, or on account of, any present or future Taxes unless the withholding or deduction of owner would have received if such Taxes is then required by law. If the Issuer, any Guarantor had not been withheld or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premium, the Issuer or the relevant Guarantor, as applicable, shall pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by each Holder after such withholding or deduction will equal the respective amounts that would have been received by each Holder in respect of such payments in the absence of such withholding or deductiondeducted; provided, however, that no Additional Amounts will be payable with respect to payments made to any beneficial owner to the extent such Taxes are imposed by reason of (i) such beneficial owner being considered to be or to have been connected with a Relevant Taxing Jurisdiction, otherwise than by the acquisition, ownership, holding or disposition of the Notes, the enforcement of rights under the Notes or under any Note Guarantee or the receipt of payments in respect of the Notes or any Note Guarantee, or (ii) such beneficial owner not completing any procedural formalities that it is legally eligible to complete and are necessary for the Issuer, a Guarantor or other applicable withholding agent to make or obtain authorization to make payments without such Taxes (including, without limitation, providing prior to the receipt of any payment on or in respect of a Note or any Note Guarantee, a complete, correct and executed IRS Form W-8 or W-9 or successor form, as applicable, with all appropriate attachments); provided, however, that for purposes of this obligation to pay Additional Amounts, the Issuer, a Guarantor or other applicable withholding agent shall be entitled, for U.S. federal income and withholding tax purposes, to treat any payments on or in respect of the Notes as if the Notes were issued by a U.S. person as defined in section 7701(a)(30) of the Code. Further, no Additional Amounts shall be payable with respect to (i) any Tax imposed on interest by the United States or any political subdivision or governmental authority thereof or there in by reason of any beneficial owner holding or owning, actually or constructively, 10% or more of the total combined voting power of all classes of stock of the Issuer or any Guarantor entitled to vote or (ii) any Tax imposed on interest by the United States or any political subdivision or governmental authority thereof or therein by reason of any beneficial owner being a controlled foreign corporation that is a related person within the meaning of Section 864(d)(4) of the Code with respect to the Issuer or any Guarantor. The Issuer or Guarantor (as applicable) required to withhold any Taxes will make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable law. The Issuer or Guarantor (as applicable) will use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment by the Issuer or Guarantor (as applicable) of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and will provide such certified copies to the Trustee. Wherever in the Indenture or the Notes or any Note Guarantee there are mentioned, in any context, (1) the payment of principal, (2) purchase prices in connection with a purchase of Notes under the Indenture or the Notes, (3) interest or (4) any other amount payable on or with respect to any of the Notes or any Note Guarantee, such reference shall be deemed to include payment of Additional Amounts as described under this heading to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. paid to a Paying Agent other than the Trustee, shall promptly provide the Trustee with documentation evidencing the payment of such Additional Amounts. Copies of such documentation shall be made available to the Holders upon request. 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 herein or 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 in this Paragraph 2 will survive any termination, defeasance or discharge of the Indenture. References in this Paragraph 2 to the Issuer or any Guarantor shall apply to any successor(s) thereto.

Additional Amounts. (a) All payments in respect of the Notes (including any payments made pursuant to a Note Guarantee) made by the Issuer, any Guarantor or on behalf Subsidiary of the Issuer or any of pursuant to this Indenture and/or the Guarantors Security Agreements (includingeach, in each case, any successor entitya “Payor”) under or with respect to the Notes or any Note Guarantee shall be made free and clear of and without any withholding or deduction for, for or on account of, of any present or future Taxes Taxes, unless the withholding or deduction of such Taxes is then required by lawlaw or by the administration thereof. If the Issuer, any Guarantor or any other applicable withholding agent is so required by any law of any Taxing Jurisdiction to withhold or deduct any amount for, or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments under or with sum payable in respect to of the Notes or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premiumNotes, the Issuer or the relevant Guarantor, as applicable, shall Payor will (1) pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect receivable by Holders (or beneficial owners) of such payments by each Holder any Notes after such withholding or deduction will equal the respective amounts that would have been received by each Holder (including any withholding or deduction in respect of such payments payment of Additional Amounts) equals the respective amounts which would have been receivable by such Holders (or beneficial owners) in the absence of such withholding or deduction; provided, however(2) make such withholding or deduction, and (3) pay the full amount withheld or deducted to the relevant tax or other authority in accordance with applicable law, except that no such Additional Amounts shall will be payable with in respect toof any Note:

Additional Amounts. (a) All payments and deliveries made by by, or on behalf of of, the Issuer Company or any of successor to the Guarantors (including, in each case, any successor entity) Company under or with respect to this Indenture and the Notes Notes, including, but not limited to, payments of principal (including, if applicable, the Repurchase Price, the Tax Redemption Price and the Fundamental Change Repurchase Price), premium, if any, payments of interest, including any additional interest and payments of cash and/or deliveries of ADSs or any other consideration due on a conversion of a Note Guarantee (together with payment of cash in lieu of any fractional ADS or other consideration) upon conversion of the Notes, shall be made free and clear of and without withholding withholding, deduction or deduction reduction for any other collection at source for, or on account of, any present or future Taxes taxes, duties, assessments or governmental charges of whatever nature imposed or levied (including any penalties and interest related thereto) (the “Applicable Taxes”), unless the withholding such withholding, deduction or deduction of such Taxes is then required by law. If the Issuer, any Guarantor or any other applicable withholding agent reduction is required by law to withhold or deduct by other regulation or governmental policy having the force of law (including an official interpretation or application of such laws or regulations by any amount forlegislative body, court, governmental agency, taxing authority or on account ofregulatory authority) (“Applicable Tax Law”). In the event that any such withholding or deduction is required by or within (x) the Cayman Islands or the People’s Republic of China (or, in each case, any Taxes imposed political subdivision or levied by taxing authority thereof or on behalf of therein), (1y) any jurisdiction in which the Issuer Company or any Guarantor is or was successor are, for tax purposes, incorporated, engaged in business, organized or resident for tax purposes or doing business (or any political subdivision or taxing authority thereof or therein therein) or (2z) any jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor deemed made (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision or taxing authority thereof or therein therein) (each of (1x), (y) and (2z), a “Tax Jurisdiction”) in respect of any payments under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premium, the Issuer or the relevant Guarantor, as applicable, a “Relevant Taxing Jurisdiction”), the Company shall pay or deliver to the Holder of each Note such additional amounts of cash, ADSs or other consideration, as applicable (the “Additional Amounts”) as may be necessary in order to ensure that the net amounts amount received in respect of such payments by each Holder the beneficial owner after such withholding or deduction (and after deducting any Applicable Taxes on the additional amounts) will equal the respective amounts that would have been received by each Holder in respect of such payments in the absence of beneficial owner had no such withholding or deductiondeduction been required; provided, however, provided that no Additional Amounts shall additional amounts will be payable with respect topayable:

Additional Amounts. (a) All payments made by or on behalf of the Issuer or any of Company and the Guarantors (including, in each case, any successor entity) under or with respect to the Notes or any Note Guarantee shall and the Guarantees will be made free and clear of and without withholding or deduction for, for or on account of, of any present or future Taxes unless the withholding or deduction of such Taxes is then required by law. If the Issuertax, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount forduty, levy, impost, assessment, or on account ofother governmental charge of whatever nature (including penalties, any Taxes interest and other liabilities related thereto) (collectively, “Taxes”) imposed or levied by or on behalf of any government or political subdivision or territory or possession of any government or authority or agency or authority therein or thereof having the power to tax (1each, a “Taxing Authority”) in any jurisdiction in which the Issuer Company or any Guarantor (including their permitted successors and assigns) is or was then incorporated, engaged in business, organized business or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from by or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2)each, a “Tax Relevant Taxing Jurisdiction”) in respect unless the Company or the Guarantor is required to withhold or deduct Taxes by Law or by the relevant Taxing Authority’s interpretation or administration thereof. If the Company or the Guarantor is required to withhold or deduct any amount for or on account of Taxes from any payments payment made under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premiumthe Guarantees (as the case may be), the Issuer Company or the relevant Guarantor, Guarantors (as applicable, shall the case may be) will pay such additional amounts (the “Additional Amounts”) as may be necessary in order so that the net amounts amount received in respect of such payments by each Holder of the Notes (including Additional Amounts) after such withholding or deduction will be equal to the respective amounts that amount the Holder of the Notes would have received if such Taxes had not been received by each Holder in respect of such payments in the absence of such withholding withheld or deductiondeducted; provided, however, provided that no Additional Amounts shall will be payable with respect toto a payment made to a Holder of the Notes (an “Excluded Holder”) to the extent:

Additional Amounts. (a) All payments made by or on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect to the Notes (whether or not they are definitive Notes in registered certificated form) or with respect to any Note Guarantee shall will be made free and clear of and without withholding or deduction for, or on account of, any present or future Taxes taxes, duties, assessments or governmental charges of whatever nature (including penalties and interest related thereto) (“Taxes”) unless the withholding or deduction of such Taxes is then required by lawlaw or by the official interpretation or administration thereof. If the Issuer, any Guarantor deduction or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction in which the Issuer Issuers or any Guarantor (including any surviving corporation), is or was incorporated, engaged in business, organized then incorporated or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which any payment is made by or on behalf of the Issuer Issuers or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2)each, a “Tax Jurisdiction”) in respect of ), will at any time be required to be made from any payments made under or with respect to the Notes or with respect to any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase redemption price, interest or premium, the Issuer or Issuers, the relevant GuarantorGuarantor or other payor, as applicable, shall will pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by each Holder (including Additional Amounts) after such withholding withholding, deduction or deduction imposition will equal the respective amounts that would have been received by each Holder in respect of such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts shall will be payable with respect to:

Additional Amounts. (ai) All payments made by or on behalf of the Issuer Borrower or any of the Guarantors (including, in each case, any successor entity) Guarantor under or with respect to the Notes Loans or any Note Guarantee shall will be made free and clear of and without withholding or deduction for, for or on account of, of any present or future Taxes unless the withholding or deduction of such Taxes is then required by law. If the Issuer, any Borrower or an Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for, for or on account of, any of Taxes imposed or levied by or on behalf of (1i) any jurisdiction from or through which such payment is mad or any political subdivision or taxing authority thereof or therein or (ii) any other jurisdiction in which the Issuer Borrower or any Guarantor is or was incorporated, engaged in business, organized or otherwise resident or doing business for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision taxing authority thereof or therein (each of (1i) and (2ii), a “Tax Relevant Taxing Jurisdiction”) in respect of from any payments payment made under or with respect to the Notes Loans or under any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest the Borrower or premium, the Issuer or the relevant such Guarantor, as applicablethe case may be, shall will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order so that the net amounts amount received in respect of such payments by each Holder beneficial owner of Loans after such withholding or deduction (including any withholding or deduction attributable to the Additional Amounts) will equal be not less than the respective amounts that amount the beneficial owner would have received if such Taxes had not been received by each Holder in respect of such payments in the absence of such withholding withheld or deduction; provided, however, that no Additional Amounts shall be payable with respect to:deducted.

Additional Amounts. (a) All payments made by or on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect to the Notes or any Note Guarantee shall be made free and clear of and without withholding or deduction for, or on account of, any present or future Taxes unless the withholding or deduction of such Taxes is then required by law. If the Issuer, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision sub- division thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, Redemption Priceredemption price, purchase price, interest or premium, the Issuer or the relevant Guarantor, as applicable, shall pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received and retained in respect of such payments by each Holder beneficial owner of Notes after such withholding or deduction will equal the respective amounts that would have been received by each Holder and retained in respect of such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts shall be payable with respect to:

Additional Amounts. (a) All The Issuer will make all payments made by of principal of and premium, if any, interest and any other amounts on, or on behalf of the Issuer or any of the Guarantors (includingin respect of, in each case, any successor entity) under or with respect to the Notes or any Note Guarantee shall be made free and clear of and without withholding or deduction for, or on account of, any present or future Taxes unless the withholding taxes, fees, duties, assessments or deduction governmental charges of such Taxes is then required by law. If the Issuer, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes whatever nature imposed or levied by or on behalf of (1) Bermuda or any other jurisdiction in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized or otherwise considered to be a resident for tax purposes or any political subdivision or taxing authority thereof or therein or (2) any jurisdiction from or through which any payment on the Notes is made (each, a “Taxing Jurisdiction”), unless such taxes, fees, duties, assessments or governmental charges are required to be withheld or deducted by or on behalf of (x) the Issuer laws (or any Guarantor regulations or rulings promulgated thereunder) of a taxing jurisdiction or any political subdivision or taxing authority thereof or therein or (y) an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including, without limitation, the a holding by a court of competent jurisdiction of any Paying Agent) or by a taxing authority in a taxing jurisdiction or any political subdivision thereof thereof) (“Law”). If a withholding or therein (each of (1) and (2), deduction is required by Law in a “Tax Taxing Jurisdiction”) in respect of any payments under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premium, the Issuer or will, subject to certain limitations and exceptions described below, pay to the relevant Guarantor, as applicable, shall pay holder and beneficial owner of the Note such additional amounts (the “Additional Amounts”) as may be necessary in order so that every net payment of principal, premium, if any, interest or any other amount made to such holder and beneficial owner, after the net amounts received in respect of such payments by each Holder after withholding or deduction (including any such withholding or deduction from such additional amounts), will equal not be less than the respective amounts that would have been received by each Holder amount provided for in respect of such payments Note or in the absence of such withholding Senior Indenture to be then due and payable. The Issuer will not be required to pay any additional amounts for or deduction; provided, however, that no Additional Amounts shall be payable with respect toon account of:

Additional Amounts. (a) All payments made by or on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect to the Notes under the Indenture or pursuant to any Note Guarantee shall must be made free and clear of and without withholding or deduction for, for or on account of, of any present or future Taxes unless the withholding tax, duty, levy, impost, assessment or deduction of such Taxes is then required by law. If the Issuerother governmental charge (including penalties, any Guarantor or any interest and other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes liabilities related thereto) imposed or levied by or on behalf of (1) any jurisdiction in which the Issuer or any Guarantor is or was incorporatedUnited States, engaged in businessGermany, organized or resident for tax purposes Luxembourg, the United Kingdom or any political subdivision or governmental authority thereof or therein or having the power to tax, (2) any jurisdiction from or through which payment on the Notes or any payment Note Guarantee is made by made, or on behalf of any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which the payor is organized or otherwise considered to be a resident or engaged in business for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each a “Relevant Taxing Jurisdiction”), collectively, “Taxes,” unless the Issuer or any Guarantor (includingis required to withhold or deduct Taxes by law or by the interpretation or administration thereof by the relevant government authority or agency provided, without limitationhowever, that in determining what withholding is required by law for U.S. federal income and withholding tax purposes, the jurisdiction of Issuer and any Paying Agent) Guarantor shall be entitled to treat any payments on or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of the Notes or any payments Note Guarantee as if the Notes or any Note Guarantee were issued by a U.S. person as defined in section 7701(a)(30) of the Code. If the Issuer or any Guarantor is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premium, the Issuer or the relevant such Guarantor, as applicablethe case may be, shall will be required to pay such additional amounts (the amount — “Additional Amounts”) ” — as may be necessary in order so that the net amounts amount (including Additional Amounts) received in respect of such payments by each Holder after such withholding or deduction (including any withholding or deduction on such Additional Amounts) will equal not be less than the respective amounts that amount such Holder would have received if such Taxes had not been received by each Holder in respect of such payments in the absence of such withholding withheld or deductiondeducted; provided, however, that no Additional Amounts will be payable with respect to payments made to any Holder or beneficial owner to the extent such Taxes are imposed by reason of (i) its being or having been connected with a Relevant Taxing Jurisdiction, otherwise than by the acquisition, ownership, holding or disposition of the Notes, the enforcement of the rights under the Notes or under any Note Guarantee or the receipt of payments in respect of the Notes or any Note Guarantee, or (ii) such Holder or beneficial owner not cooperating with the Issuer or the Guarantors in completing any procedural formalities that it is legally eligible to complete and are necessary for the Issuer or the Guarantors to pay or obtain authorization to make payments without such Taxes (including, without limitation, providing prior to the receipt of any payment on or in respect of a Note or any Note Guarantee, a complete, correct and executed IRS Form W-8 or W-9 or successor form, as applicable, with all appropriate attachments); provided, however, that for purposes of this obligation to pay Additional Amounts, the Issuer and any Guarantor shall be entitled, for U.S. federal income and withholding tax purposes, to treat any payments on or in respect of the Notes as if the Notes were issued by a U.S. person as defined in section 7701(a)(30) of the Code. B-4 Table of Contents Further, no Additional Amounts shall be payable with respect to:to (i) any Tax imposed by the United States or any political subdivision or governmental authority thereof or therein on interest by reason of any Holder or beneficial owner holding or owning, actually or constructively, 10% or more of the total combined voting power of all classes of stock of the Issuer or any Guarantor entitled to vote or (ii) any Tax imposed by the United States or any political subdivision or governmental authority thereof or therein on interest by reason of any Holder or beneficial owner being a controlled foreign corporation that is a related person within the meaning of Section 864(d)(4) of the Code with respect to the Issuer or any Guarantor. The Issuer or Guarantor (as applicable) will also make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable law. The Issuer or Guarantor (as applicable) will use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment by the Issuer or Guarantor (as applicable) of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and will provide such certified copies to the Trustee. Wherever in the Indenture or the Notes there are mentioned, in any context, (1) the payment of principal, (2) purchase prices in connection with a purchase of Notes under the Indenture or the Notes, (3) interest or (4) any other amount payable on or with respect to any of the Notes, such reference shall be deemed to include payment of Additional Amounts as described under this heading to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. 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. The foregoing obligations will survive any termination, defeasance or discharge of the Indenture. References in this section (“Additional Amounts”) to the Issuer or Guarantor shall apply to any successor(s) thereto.

Additional Amounts. (a) All payments made by or on behalf of that the Issuer or any of the Guarantors (including, in each case, any successor entity) Issuers make under or with respect to the Notes or any Note Guarantee that the Guarantors make under or with respect to the Guarantees shall be made free and clear of and without withholding or deduction for, for or on account of, of any present or future tax, duty, levy, impost, assessment or other governmental charge (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied on such payments by or on behalf of any jurisdiction (other than the United States, any state thereof or the District of Columbia) in which any Issuer or Guarantor is incorporated or resident or doing business for tax purposes or from or through which any of the foregoing makes any payment on the Notes or by or within any department or political subdivision or governmental authority of or in any of the foregoing having power to tax (each, a “Relevant Taxing Jurisdiction”), unless such Issuer or Guarantor or other applicable withholding agent, as the case may be, is required to withhold or deduct Taxes unless by law or by the withholding interpretation or deduction administration of such Taxes is then required by law. If the an Issuer, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for, for or on account of, any of Taxes imposed or levied by or on behalf of (1) any jurisdiction in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction a Relevant Taxing Jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premium, the such Issuer or the relevant Guarantor, as applicablethe case may be, shall pay such additional amounts (the “Additional Amounts”) as may be necessary in order to ensure that the net amounts amount received in respect of such payments by each Holder beneficial owner, after such withholding or deduction will equal the respective amounts that would have been received by each Holder (including any withholding or deduction in respect of any Additional Amounts) will not be less than the amount the beneficial owner would have received if such payments in the absence of such withholding Taxes had not been withheld or deduction; provided, however, that no Additional Amounts shall be payable with respect to:deducted.

Additional Amounts. (a) All payments made by or on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect to the Notes or any Note Guarantee shall will be made free and clear of and without withholding or deduction for, or on account of, any present or future Taxes tax, duty, levy, assessment or other governmental charge, including any related interest, penalties or additions to tax (“Taxes”) unless the withholding or deduction of such Taxes is then required by lawlaw or by the official interpretation or administration thereof. If the Issuer, any Guarantor deduction or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction under the laws of which the Issuer or any Guarantor is then incorporated or organized or in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized business for tax purposes or resident for tax purposes or any political subdivision or governmental authority thereof or therein having power to tax or (2) any jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agentpaying agent for the Notes) or any political subdivision thereof or therein (each of (1) and (2)each, a “Tax Jurisdiction”) in respect of will at any time be required to be made from any payments made under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase CG&R Draft Current date: 06-20-2019 11:20 AM 51390170v5 redemption price, interest or premium, then the Issuer or the relevant Guarantor, as applicable, shall will pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in with respect of to such payments by each Holder holder of Notes after such withholding or deduction (including any such withholding or deduction from such Additional Amounts) will equal the respective amounts that would have been received by each Holder in with respect of to such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts shall will be payable with respect to:

Additional Amounts. (a) All payments made by or on behalf of that the Issuer or any of the Guarantors (including, in each case, any successor entity) makes under or with respect to the Notes or that any Note Subsidiary Guarantor makes under or with respect to its Guarantee shall be made free and clear of and without withholding or deduction for, for or on account of, of any present or future Taxes unless the withholding tax, duty, levy, impost, assessment or deduction other governmental charge (including, without limitation, penalties, interest and other similar liabilities related thereto) of such Taxes is then required by law. If the Issuerwhatever nature (collectively, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes “Taxes”) imposed or levied by or on behalf of (1) any jurisdiction in which the Issuer Issuer, the Subsidiary Guarantor or any Guarantor Surviving Entity is or was incorporated, organized, engaged in business (where such Tax is imposed by reason of the Issuer, Subsidiary Guarantor, or Surviving Entity being engaged in business, organized ) or otherwise resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which any of the foregoing makes any payment is made on the Notes or by or on behalf within any department or political subdivision thereof having power to tax (each, a “Relevant Taxing Jurisdiction”), unless the Issuer or such Subsidiary Guarantor, as the case may be, is required to withhold or deduct Taxes by law or by the interpretation or administration of law. If the Issuer or any Subsidiary Guarantor (including, without limitation, the jurisdiction is required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments payment made under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premiumNotes, the Issuer or the relevant such Subsidiary Guarantor, as applicablethe case may be, shall will pay such additional amounts (the “Additional Amounts”) as may be necessary in order to ensure that the net amounts amount received in respect of such payments by each Holder holder of the Notes (including Additional Amounts) after such withholding or deduction will equal be not less than the respective amounts that amount the holder would have received if such Taxes had not been received by each Holder in respect of such payments in the absence of such withholding required to be withheld or deduction; provided, however, that no Additional Amounts shall be payable with respect to:deducted.