Common use of Additional Amounts Clause in Contracts

Additional Amounts. All payments made by or on behalf of the Company, the Subsidiary Guarantors or any successor thereto (each, a “Payor”) under, or with respect to, the Securities or the Note Guarantees will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed, levied, collected or assessed by or on behalf of (1) the Grand Duchy of Luxembourg or any political subdivision or governmental authority thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Securities or the Note Guarantees is made by or on behalf of the Payor, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) and (3), a “Relevant Taxing Jurisdiction”), unless the withholding or deduction of such Taxes is then required by law or the interpretation or administration thereof. If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction will at any time be required from any payments made with respect to the Securities or the Note Guarantees including payments of principal, premium, if any, redemption price or interest, the Payor will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts in respect of such payments received by each Holder, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than the amounts which would have been received by each Holder in respect of such payments in the absence of such withholding or deduction; provided, however, that no such Additional Amounts will be payable with respect to:

Additional Amounts. All Any payments made by or on behalf of the Company, the Subsidiary Guarantors or any successor thereto (each, a “Payor”) under, Guarantor under or with respect to, to the Securities or pursuant to the Note Guarantees Security Guarantee will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed, levied, collected imposed or assessed by or on behalf of (1) the Grand Duchy of Luxembourg or any political subdivision or governmental authority thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Securities or the Note Guarantees is made levied by or on behalf of the PayorGovernment of the Republic of Argentina or of any subdivision, province or any political subdivision or governmental authority territory thereof or by any authority or agency therein or thereof having the power to tax or (3) any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) and (3), a hereinafter “Relevant Taxing JurisdictionTaxes”), unless the withholding Guarantor is required to withhold or deduction of such deduct Taxes is then required by law or by the interpretation or administration thereof. If the Guarantor is required to withhold or deduct any deduction or withholding for, amount for or on account of, any of Taxes of any Relevant Taxing Jurisdiction will at any time be required from any payments payment made under or with respect to the Securities or the Note Guarantees including payments of principal, premium, if any, redemption price or interestSecurity Guarantee, the Payor Guarantor will, on or prior to the due date for the payment thereof, pay any such Taxes to the appropriate governmental authority, and will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order necessary, so that the net amounts in respect of such payments amount received by each Holder, Holder of Securities (including Additional Amounts) after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than the amounts which 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, provided that no such Additional Amounts will be payable with respect to:to a payment made to a Holder (an “Excluded Holder”) (i) who is liable for taxes or duties in respect of such Security by reason of its having some connection with Argentina other than the mere holding of such Security or the receipt of principal or interest in respect thereof; (ii) in respect of any estate, inheritance, gift, sales, transfer or personal property tax or any similar tax, assessment or governmental charge; or (iii) in respect of any tax, assessment or other governmental charge which would not have been imposed but for any failure to comply with certification, information or other report requirements concerning the nationality, residence or identity of the Holder or beneficial owner of such Security, if such compliance is required by statute or by regulation of Argentina or of any political subdivision or taxing authority thereof or therein as a precondition to relief or exemption from such tax, assessment or other governmental charge. The Guarantor will, upon written request of any Holder (other than an Excluded Holder), reimburse such Holder for the amount of (i) any Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to the Securities and (ii) any Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i), but excluding any such Taxes on such Holder’s net income so that the net amount received by such Holder after such reimbursement will not be less than the net amount the Holder would have received if Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Guarantor will deliver to the relevant Trustee and Paying Agents an Officers’ Certificate stating the amount of Taxes required to be deducted or withheld and certifying that the Guarantor shall make such deduction or withholding and pay such Taxes and stating the fact that such Additional Amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date. The Trustee and each Paying Agent shall be fully protected in relying upon any Officers’ Certificates furnished pursuant to this paragraph or upon the failure of the Guarantor to furnish any such Officers’ Certificate. Whenever either in this Indenture or in the Securities there is mentioned, in any context, the payment of principal (or premium, if any), Redemption Price, interest or any other amount payable under or with respect to any Security, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

Additional Amounts. All payments made by the Company on the Notes (whether or on behalf not in the form of the Company, the Subsidiary Guarantors or any successor thereto (each, a “Payor”Definitive Notes) under, or with respect to, the Securities or the Note Guarantees will be made free and clear of and without withholding or deduction for for, or on account of of, any present or future taxtaxes, dutyduties, levy, impost, assessment assessments or other governmental charge (including penalties, interest and other liabilities related thereto) charges of whatever nature (collectively, “Taxes”) imposed, levied, collected imposed or assessed levied by or on behalf of (1) Luxembourg, the Grand Duchy of Luxembourg United States, Ireland or any political subdivision or governmental authority of any thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Securities or the Note Guarantees Notes is made by or on behalf of the Payormade, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which a the Payor is organized, resident organized or deemed otherwise considered to be doing businessa resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses of clause (1), (2) and (3), a “Relevant Taxing Jurisdiction”), unless the withholding or deduction of such Taxes is then required by law or the interpretation or administration thereoflaw. If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction will shall at any time be required from any payments made with respect to the Securities or the Note Guarantees Notes, including payments of principal, Redemption Price, interest or premium, if any, redemption price or interest, the Payor will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments received by each Holderthe Holders of Notes or the Trustee, as the case may be, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than equal the amounts which would have been received by each Holder in respect of such payments on the Notes in the absence of such withholding or deduction; provided, however, that no such Additional Amounts will be payable with respect to:

Additional Amounts. All Except to the extent required by any applicable law, regulation law, regulation or governmental policy, any and all payments made by of, or on behalf in respect of the CompanyLoan, this Agreement, the Subsidiary Guarantors Notes, any Loan Document or any successor thereto (each, a “Payor”) under, or with respect to, the Securities or the Secured Note Guarantees will shall be made free and clear of and without withholding or deduction for or on account of any and all present or future taxtaxes, dutylevies, levyimposts, impostdeduction, assessment charges or withholdings and all liabilities with respect thereto imposed by Panama, The Bahamas, The Marshall Islands or any other governmental charge jurisdiction with which xxx Xxxpany or any Subsidiary has some connection (including penaltiesany jurisdiction (other than the United States of America) from or through which payments under this Agreement, interest and other liabilities related theretothe Notes, any Loan Document, the Guarantee or the Secured Notes are made) (collectively, “Taxes”) imposed, levied, collected or assessed by or on behalf of (1) the Grand Duchy of Luxembourg or any political subdivision of or governmental any taxing authority thereof in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or therein having power "Other Taxes," respectively). If the Lender, the Company or any Subsidiary Guarantor shall be required by law to taxwithhold or deduct any Panamanian Taxes, (2) any jurisdiction Bahamian Taxes, MI Taxes, or Other Taxes from or through which payment on in respect of any sum payable under this Agreement, the Securities Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable by the Company or such Subsidiary Guarantor, as the case may be, thereunder shall be increased by the amount ("Additional Amounts") necessary so that after making all required withholdings and deductions, Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note Guarantees is made by carrying on business or being deemed to carry on behalf of business in or through a permanent establishment or fixed base in the Payor, relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision or governmental authority thereof or any taxing authority therein having other than the power to tax mere holding or (3) any other jurisdiction in which owning of such Secured Note, being a Payor is organized, resident or deemed to be doing business, beneficiary of the Guarantee or any political subdivision or governmental authority thereof or therein having applicable Subsidiary Guarantee, the power to tax (each jurisdiction described in clauses (1), (2) and (3), a “Relevant Taxing Jurisdiction”), unless the withholding or deduction of such Taxes is then required by law or the interpretation or administration thereof. If any deduction or withholding for, or on account of, any Taxes receipt of any Relevant Taxing Jurisdiction will at any time be required from any income or payments made with respect to the Securities or the Note Guarantees including payments of principal, premium, if any, redemption price or interest, the Payor will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts in respect of such payments received by each HolderSecured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) that would not have been imposed but for the presentation (where presentation is required) of such Secured Note for payment more than 180 days after the date such payment became due and payable or was duly provided for, whichever occurs later. The Lender, the Company or the Subsidiary Guarantors, as applicable, will also (i) make such withholding or deduction and (including ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law, and, in any such deduction case, the Lender is required to furnish under the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes or withholding from Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such Additional Amountspayment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for the amount of (i) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to any Secured Notes, and (ii) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so that the net amount received by such Holder (net of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the amounts which net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been received by imposed. At least 30 calendar days prior to each Holder in date on which any payment under or with respect of to the Secured Notes is due and payable, if the Lender, the Company or the Subsidiary Guarantors, as applicable, will be obligated to pay Additional Amounts with respect to such payments in payment, the absence of such withholding Lender, the Company or deduction; providedthe Subsidiary Guarantors, howeveras applicable, will deliver to the Trustee an officer's certificate stating the fact that no such Additional Amounts will be payable with respect to:and the amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date.

Additional Amounts. All payments made by or on behalf of the Company, the Subsidiary Guarantors or any successor thereto (each, a “Payor”) under, under or with respect to, to the Securities Notes under the Indenture or the pursuant to any Note Guarantees will Guarantee must be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed, levied, collected imposed or assessed levied by or on behalf of (1) the Grand Duchy of Luxembourg United States, Germany, Luxembourg, the United Kingdom or any political subdivision or governmental authority thereof or therein having the power to tax, (2) any jurisdiction from or through which payment on the Securities Notes or the any Note Guarantees Guarantee is made by or on behalf of the Payormade, 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 Payor is organized, resident or deemed to be doing businessengaged in business for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) and (3), a “Relevant Taxing Jurisdiction”), collectively, “Taxes,” unless the Issuer, relevant Guarantor or other applicable withholding agent is required to withhold or deduction of such deduct Taxes is then required by law or by the interpretation or administration thereofthereof by the relevant government authority or agency. If the Issuer, any deduction Guarantor or other applicable withholding for, agent is so required to withhold or deduct any amount for or on account of, any of Taxes of any Relevant Taxing Jurisdiction will at any time be required from any payments payment made under or with respect to the Securities Notes or any Note Guarantee, the Issuer or such Guarantor, as the case may be, will be required to pay such amount — “Additional Amounts” — as may be necessary so that the net amount (including Additional Amounts) received by each beneficial owner after such withholding or deduction (including any withholding or deduction on such Additional Amounts) will not be less than the amount such beneficial owner would have received if such Taxes had not been withheld or deducted; 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 Guarantees including 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 or a comparable form required by another Relevant Taxing Jurisdiction). Further, no Additional Amounts shall be payable with respect to (i) any Tax on interest imposed 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 on interest imposed 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, (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 current sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the “Code”) or any amended or successor version that is substantively comparable and not materially more onerous to comply with (collectively, “FATCA”). 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 all 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. No such Additional Amounts shall be payable with respect to the Notes under the Indenture or pursuant to any Note Guarantee where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to the EU Savings Directive on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive. 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. At least 30 days prior to each date on which payment of principal, premium, if any, redemption price or interestinterest or other amounts on the Notes is to be made (unless such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such date, in which case it shall be promptly thereafter), if the Issuer or a Guarantor will be obligated to pay Additional Amounts with respect to any such payment, the Payor Issuer will pay (together with such payments) such additional amounts (promptly furnish the “Additional Amounts”) as may be necessary in order that Trustee and the net amounts in respect of such payments received by each HolderPaying Agent, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less if other than the amounts which would have been received by each Holder in respect of such payments in the absence of such withholding or deduction; providedTrustee, however, with an Officers’ Certificate stating that no 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 Issuer will pay any present stamp, court or documentary taxes, or any other excise, property or similar taxes, charges or levies (including any penalties, interest or other liabilities related thereto) which arise in any Relevant Taxing Jurisdiction from the execution, delivery and registration of Notes upon original issuance and initial resale of the Notes or any other document or instrument referred to therein or in connection with any payment with respect to:, or enforcement of, the Notes or any Note Guarantee or any other document or instrument referred to 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 Company, the Subsidiary Guarantors or any successor thereto (each, a “Payor”) under, Issuer under or with respect to, to the Securities Notes (whether or not in the form of Definitive Registered Notes) or any of the Guarantors with respect to its Note Guarantees Guarantee will 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 penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed, levied, collected or assessed by or on behalf of (1) the Grand Duchy of Luxembourg or any political subdivision or governmental authority thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Securities or the Note Guarantees is made by or on behalf of the Payor, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) and (3), a “Relevant Taxing Jurisdiction”), Taxes unless the withholding or deduction of such Taxes is then required by law or the interpretation or administration thereoflaw. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of any Relevant Taxing Jurisdiction jurisdiction in which the Issuer or any Guarantor (including any successor entity) is then incorporated, engaged in business or resident for tax purposes or any political subdivision thereof or therein or any jurisdiction from or through which payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) (each, a “Tax Jurisdiction”) will at any time be required to be made from any payments made by or on behalf of the Issuer under or with respect to the Securities Notes or any of the Guarantors with respect to any Note Guarantees including Guarantee, including, without limitation, payments of principal, redemption price, purchase price, interest or premium, if anythe Issuer or the relevant Guarantor, redemption price or interestas applicable, the Payor will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received and retained in respect of such payments received by each Holder, holder (including Additional Amounts) after such withholding or deduction (including any such withholding, deduction or withholding from such Additional Amounts), imposition will not be less than equal the respective amounts which 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 such Additional Amounts will be payable with respect to:

Additional Amounts. All payments made Any and all amounts payable by or on behalf of the CompanyCompany to each Holder, the Subsidiary Guarantors or any successor thereto (each, a “Payor”) under, under or with respect to, to the Securities or the Note Guarantees Convertible Notes will be made free and clear of and paid without any deduction or withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, any interest and other liabilities related or penalties with respect thereto) (collectively, “Taxes”) imposed, levied, collected imposed or assessed levied by or on behalf of any jurisdiction or by any authority or agency therein or thereof having power to tax (hereinafter “Withholding Taxes”) unless the Company or any other person is required by any law or regulation (or by the interpretation or administration thereof) to make any deduction or withholding from any payment with respect to Withholding Taxes. In such an event, the Company will pay an additional amount in cash (“Additional Amount”) as will result (after deduction of such Withholding Taxes) in the payment to the Holder of such Convertible Note of the amount that would have been payable in respect of such Convertible Note had no such withholding or deduction been required, except that no Additional Amount shall be so payable for or on account of: (1) any Withholding Tax that would not have been imposed but for the Grand Duchy fact that such Holder was a resident, domiciliary or national of, or engaged in business or maintained a permanent establishment or was physically present in, the United States or otherwise has some connection with the United States other than the mere ownership of, or receipt of Luxembourg payment under, such Convertible Note; (2) subject to the provision relating to a gross basis tax set forth below, any tax, assessment or other governmental charge which is payable otherwise than by withholding from payments on the Convertible Notes (which non-excluded taxes shall include only taxes imposed on a gross tax basis by the United States or any political subdivision thereof); (3) any Withholding Tax that is imposed or withheld by reason of the failure to comply by the Holder of such Convertible Note after the written request by the Company, (a) to provide information concerning the nationality, residence or identity of such 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 a statute, treaty, regulation or administrative practice of the United States or any political subdivision or governmental taxing authority thereof or therein having power as a precondition to exemption from all or part of such withholding, deduction, tax, assessment or other governmental charge and which Holder is lawfully entitled to provide or make; or (24) any jurisdiction from or through which payment on the Securities or the Note Guarantees is made by or on behalf combination of the Payor, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) and (3), ; nor shall such Additional Amounts be paid with respect to any payment on any such Convertible Note to any such Holder who is a “Relevant Taxing Jurisdiction”), unless fiduciary or partnership to the withholding extent that such payment would be required by the laws of the United States or deduction any political subdivision or taxing authority thereof or therein to be included in the income for tax purposes of a settlor with respect to such fiduciary or a member of such Taxes partnership who would not have been entitled to such Additional Amounts had it been the Holder of the Convertible Note; nor, if such Holder is then required by law not the Purchaser, shall any Additional Amounts be payable in excess of the Additional Amounts that would be payable if such Holder was the Purchaser. Whenever there is mentioned, in any context, any payment on the Convertible Notes, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or the interpretation or administration would be payable in respect thereof. If In addition, for these purposes, if and to the extent a gross basis tax is being imposed on the Holder as a substitute for any Withholding Tax for which an Additional Amount would otherwise be payable, such Additional Amount would still be payable by the Company in the form of reimbursement to Holder, and the Company agrees to pay any interest, penalties or addition to the gross basis tax only in the event that such interest, penalties or addition to the gross basis tax is directly attributable to actions taken or omissions made by or on behalf of the Company. The Company shall pay to the relevant taxing or other authority the full amount of the deduction or withholding for, made by it and promptly forward to such Holder copies of official receipt or on account of, any Taxes of any Relevant Taxing Jurisdiction will at any time be required from any payments made with respect to the Securities or the Note Guarantees including payments of principal, premium, if any, redemption price or interest, the Payor will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order other evidence showing that the net amounts in respect full amount of such payments received by each Holder, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than has been paid over to the amounts relevant taxation or other authority before the date on which would have been received by each Holder in respect of such payments in the absence of such withholding or deduction; provided, however, that no such Additional Amounts will be payable with respect to:penalties attach thereto.

Additional Amounts. All payments made by the Company on the Notes (whether or on behalf not in the form of the Company, the Subsidiary Guarantors or any successor thereto (each, a “Payor”Definitive Notes) under, or with respect to, the Securities or the Note Guarantees will be made free and clear of and without withholding or deduction for for, or on account of of, any present or future taxtaxes, dutyduties, levy, impost, assessment assessments or other governmental charge (including penalties, interest and other liabilities related thereto) charges of whatever nature (collectively, “Taxes”) imposed, levied, collected imposed or assessed levied by or on behalf of (1) Luxembourg, the Grand Duchy of Luxembourg United States, Ireland or any political subdivision or governmental authority of any thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Securities or the Note Guarantees Notes is made by or on behalf of the Payormade, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which a the Payor is organized, resident organized or deemed otherwise considered to be doing businessa resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses of clause (1), (2) and (3), a “Relevant Taxing Jurisdiction”), unless the withholding or deduction of such Taxes is then required by law or the interpretation or administration thereoflaw. If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction will shall at any time be required from any payments made with respect to the Securities or the Note Guarantees Notes, including payments of principal, Redemption Price, interest or premium, if any, redemption price or interest, the Payor will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments received by each Holderthe Holders of Notes or the Trustee, as the case may be, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than equal the amounts which would have been received by each Holder in respect of such payments on the Notes in the absence of such withholding or deduction; provided, however, that no such Additional Amounts will be payable with respect to:

Additional Amounts. All payments made by the Company on the Notes (whether or on behalf not in the form of the Company, the Subsidiary Guarantors or any successor thereto (each, a “Payor”Definitive Notes) under, or with respect to, the Securities or the Note Guarantees will be made free and clear of and without withholding or deduction for for, or on account of of, any present or future taxtaxes, dutyduties, levy, impost, assessment assessments or other governmental charge (including penalties, interest and other liabilities related thereto) charges of whatever nature (collectively, “"Taxes”") imposed, levied, collected imposed or assessed levied by or on behalf of (1) Luxembourg, the Grand Duchy of Luxembourg United States, Ireland or any political subdivision or governmental authority of any thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Securities or the Note Guarantees Notes is made by or on behalf of the Payormade, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which a the Payor is organized, resident organized or deemed otherwise considered to be doing businessa resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses of clause (1), (2) and (3), a “"Relevant Taxing Jurisdiction”"), unless the withholding or deduction of such Taxes is then required by law or the interpretation or administration thereoflaw. If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction will shall at any time be required from any payments made with respect to the Securities or the Note Guarantees Notes, including payments of principal, premiumRedemption Price, interest, premium or Liquidated Damages, if any, redemption price or interest, the Payor will pay (together with such payments) such additional amounts (the “"Additional Amounts”") as may be necessary in order that the net amounts received in respect of such payments received by each Holderthe Holders of Notes or the Trustee, as the case may be, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than equal the amounts which would have been received by each Holder in respect of such payments on the Notes in the absence of such withholding or deduction; providedPROVIDED, howeverHOWEVER, that no such Additional Amounts will be payable with respect to:

Additional Amounts. All payments made by or on behalf of the Company, the Subsidiary Guarantors or any successor thereto (each, a “Payor”) under, Company under or with respect to, to the Securities or the Note Guarantees will Notes shall be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment assessment, or other governmental charge (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”"TAXES") imposed, levied, collected imposed or assessed levied by or on behalf of (1) the Grand Duchy of Luxembourg or any political subdivision or governmental authority thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Securities or the Note Guarantees is made by or on behalf of the Payor, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which the Company is organized or is a Payor is organized, resident for tax purposes or deemed to be doing business, by any government authority or any political subdivision or governmental authority territory or possession or agency therein or thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) and (3)each, a “Relevant Taxing Jurisdiction”"TAXING AUTHORITY"), unless the withholding Company is required to withhold or deduction of such deduct Taxes is then required by law or by the interpretation or administration thereof. If the Company is required to withhold or deduct any deduction or withholding for, amount for or on account ofof Taxes imposed by a Taxing Authority within Luxembourg or within any other jurisdiction in which the Company is organized or is a resident for tax purposes, any Taxes of any Relevant Taxing Jurisdiction will at any time be required from any payments payment made under or with respect to the Securities Notes, the Company shall pay such additional amounts ("ADDITIONAL AMOUNTS") as may be necessary so that the net amount received by each Holder of Notes after such withholding or deduction will not be less than the amount the Holder and beneficial owner would have received if such Taxes had not been withheld or deducted; PROVIDED that no Additional Amounts shall be payable with respect to a payment made to a Holder of Notes or to a third party on behalf of a Holder, with respect to (a) any Taxes that would not have been so imposed but for the existence of any present or former connection between such Holder and the jurisdiction imposing such tax (other than the mere receipt of such payment or the Note Guarantees including ownership or holding outside of Luxembourg of such Note); (b) any estate, inheritance, gift, sales, excise, transfer, personal property tax or similar tax, assessment or governmental charge; (c) any Taxes payable otherwise than by deduction or withholding from payments of principalprincipal of, premium, if any, redemption price or interestinterest on such Note; or (d) Taxes that would not have been imposed but for the failure of the Holder or beneficial owner of a Note to comply, upon written request therefor furnished by the Payor will pay Company to the Trustee, with any certification, identification, information, or other documentation requirement under law, regulation, administrative practice or an applicable treaty that is a precondition to exemption from, or reduction in the rate of the imposition, deduction or withholding of Taxes; nor shall Additional Amounts be paid: (together i) if the payment under or with respect to the Notes could have been made by another paying agent without such paymentsdeduction or withholding, (ii) if the payment under or with respect to the Notes could have been made without such additional amounts deduction or withholding if the beneficiary of the payment had presented the Note for payment within 30 days after (A) the “Additional Amounts”date on which such payment or such Note became due and payable or (B) as may be necessary in order the date on which payment thereof is duly provided for, whichever is later (except to the extent that the net amounts in respect holder would have been entitled to Additional Amounts had the Note been presented on the last day of such payments received by each Holder30 day period), after (iii) with respect to any payment under or with respect to the Notes to any holder who is a fiduciary or partnership 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. The Company shall also (i) make such withholding or deduction and (including ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. The Company shall use its reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Taxing Authority imposing such deduction Taxes. The Company will supply to the Trustee for forwarding to all Holders, without cost to such Holders, within 60 days after the date the payment of any Taxes so deducted or withholding from withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such Additional Amounts)payment by the Company or if, will notwithstanding the Company's efforts to obtain such receipts, the same are not be less than the amounts which would have been received by each Holder in respect obtainable, other evidence of such payments in by the absence of Company. At least 30 days prior to each date on which any payment under or with respect to the Notes is due and payable, if the Company shall be obligated to pay Additional Amounts with respect to such withholding or deduction; providedpayment, however, the Company shall deliver to the Trustee an Officers' Certificate stating the fact that no such Additional Amounts will be payable, the amounts so payable and shall set forth such other information as is necessary to enable the Trustee to pay such Additional Amounts to holders of Notes on the payment date. The foregoing provisions shall survive any termination or the discharge of this Indenture and shall apply MUTATIS MUTANDIS to any jurisdiction in which any successor Person to the Company is organized or is engaged in business for tax purposes or any political subdivision or taxing authority or agency thereof or therein. In addition, the Company shall pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest and penalties, payable in Luxembourg or any political subdivision thereof or therein in respect of the creation, issue and offering of the Notes. Whenever in this Indenture or the Notes there is mentioned in any context, the payment of amounts based upon principal of, premium, if any, or interest or of any other amount payable under or with respect to:to any of the Notes, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

Additional Amounts. All payments made by or on behalf of the Company, the Subsidiary Guarantors or any successor thereto (each, a “Payor”) under, under or with respect to, to the Securities Notes under the Indenture or the pursuant to any Note Guarantees will Guarantee must be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed, levied, collected imposed or assessed levied by or on behalf of (1) the Grand Duchy of Luxembourg United States, Germany, Luxembourg, the United Kingdom or any political subdivision or governmental authority thereof or therein having the power to tax, (2) any jurisdiction from or through which payment on the Securities Notes or the any Note Guarantees Guarantee is made by or on behalf of the Payormade, 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 Payor is organized, resident or deemed to be doing businessengaged in business for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) and (3), a “Relevant Taxing Jurisdiction”), collectively, “Taxes,” unless the Issuer, relevant Guarantor or other applicable withholding agent is required to withhold or deduction of such deduct Taxes is then required by law or by the interpretation or administration thereofthereof by the relevant government authority or agency. If the Issuer, any deduction Guarantor or other applicable withholding for, agent is so required to withhold or deduct any amount for or on account of, any of Taxes of any Relevant Taxing Jurisdiction will at any time be required from any payments payment made under or with respect to the Securities Notes or any Note Guarantee, the Issuer or such Guarantor, as the case may be, will be required to pay such amount — “Additional Amounts” — as may be necessary so that the net amount (including Additional Amounts) received by each beneficial owner after such withholding or deduction (including any withholding or deduction on such Additional Amounts) will not be less than the amount such beneficial owner would have received if such Taxes had not been withheld or deducted; 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 Guarantees including 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 or a comparable form required by another Relevant Taxing Jurisdiction). 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, (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, (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 current sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the “Code”) or any amended or successor version that is substantively comparable and not materially more onerous to comply with (collectively, “FATCA”). 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 all 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. No such Additional Amounts shall be payable with respect to the Notes under the Indenture or pursuant to any Note Guarantee where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to the EU Savings Directive on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive. 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. At least 30 days prior to each date on which payment of principal, premium, if any, redemption price or interestinterest or other amounts on the Notes is to be made (unless such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such date, in which case it shall be promptly thereafter), if the Issuer or a Guarantor will be obligated to pay Additional Amounts with respect to any such payment, the Payor Issuer will pay (together with such payments) such additional amounts (promptly furnish the “Additional Amounts”) as may be necessary in order that Trustee and the net amounts in respect of such payments received by each HolderPaying Agent, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less if other than the amounts which would have been received by each Holder in respect of such payments in the absence of such withholding or deduction; providedTrustee, however, with an Officers’ Certificate stating that no 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 Issuer will pay any present stamp, court or documentary taxes, or any other excise, property or similar taxes, charges or levies (including any penalties, interest or other liabilities related thereto) which arise in any Relevant Taxing Jurisdiction from the execution, delivery and registration of Notes upon original issuance and initial resale of the Notes or any other document or instrument referred to therein or in connection with any payment with respect to:, or enforcement of, the Notes or any Note Guarantee or any other document or instrument referred to 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. All payments made by the Company on the Notes (whether or on behalf not in the form of the Company, the Subsidiary Guarantors or any successor thereto (each, a “Payor”Definitive Notes) under, or with respect to, the Securities or the Note Guarantees will be made free and clear of and without withholding or deduction for for, or on account of of, any present or future taxtaxes, dutyduties, levy, impost, assessment assessments or other governmental charge (including penalties, interest and other liabilities related thereto) charges of whatever nature (collectively, “"Taxes”") imposed, levied, collected imposed or assessed levied by or on behalf of (1) Luxembourg, the Grand Duchy of Luxembourg United States, Ireland or any political subdivision or governmental authority of any thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Securities or the Note Guarantees Notes is made by or on behalf of the Payormade, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which a the Payor is organized, resident organized or deemed otherwise considered to be doing businessa resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses of clause (1), (2) and (3), a “"Relevant Taxing Jurisdiction”"), unless the withholding or deduction of such Taxes is then required by law or the interpretation or administration thereoflaw. If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction will shall at any time be required from any payments made with respect to the Securities or the Note Guarantees Notes, including payments of principal, Redemption Price, interest or premium, if any, redemption price or interest, the Payor will pay (together with such payments) such additional amounts (the “"Additional Amounts”") as may be necessary in order that the net amounts received in respect of such payments received by each Holderthe Holders of Notes or the Trustee, as the case may be, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than equal the amounts which would have been received by each Holder in respect of such payments on the Notes in the absence of such withholding or deduction; providedPROVIDED, howeverHOWEVER, that no such Additional Amounts will be payable with respect to:

Additional Amounts. (a) All payments made by or on behalf of the Company, the Subsidiary Guarantors Issuer or any successor thereto (each, a “Payor”) under, of the Guarantors under or with respect to, to the Securities Notes (whether or not in the form of Definitive Registered Notes) or any Note Guarantees Guarantee will 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 penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed, levied, collected or assessed by or on behalf of (1) the Grand Duchy of Luxembourg or any political subdivision or governmental authority thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Securities or the Note Guarantees is made by or on behalf of the Payor, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) and (3), a “Relevant Taxing Jurisdiction”), Taxes unless the withholding or deduction of such Taxes is then required by law or the interpretation or administration thereoflaw. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of (i) any jurisdiction in which the Issuer or any Guarantor (including any successor entity), is then incorporated, engaged in business, organized or resident for tax purposes or any political subdivision or governmental authority thereof or therein or (ii) any jurisdiction from or through which payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Relevant Taxing Jurisdiction Paying Agent) or any political subdivision or governmental authority thereof or therein (each of (i) and (ii), a “Tax Jurisdiction”), will at any time be required to be made from any payments made under or with respect to the Securities Notes or the any Note Guarantees including Guarantee, including, without limitation, payments of principal, redemption price, purchase price, interest or premium, if anythe Issuer or the relevant Guarantor or other payor, redemption price or interestas applicable, the Payor will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received and retained in respect of such payments received by each Holder, Holder or beneficial owner of Notes (including Additional Amounts) after such withholding or deduction (including any such withholding, deduction or withholding from such Additional Amounts), imposition will not be less than equal the respective amounts which 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 such Additional Amounts will be payable with respect to:: (i) any Taxes, to the extent such Taxes would not have been imposed but for the Holder or the beneficial owner of the Notes (or a fiduciary, settlor, beneficiary, partner of, member or shareholder of, or possessor of a power over, the relevant Holder, if the relevant Holder is an estate, trust, nominee, partnership, limited liability company or corporation) being a citizen or resident or national of, incorporated in the relevant Tax Jurisdiction in which such Taxes are imposed or having any other present or former connection with the relevant Tax Jurisdiction other than the acquisition or holding of such Notes, the exercise or enforcement of rights under such Note or the Indenture or under a Note Guarantee or the receipt of payments in respect of such Note or a Note Guarantee; (ii) any Taxes, to the extent such Taxes were imposed as a result of the presentation of a Note for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the Holder (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30 day period); (iii) any estate, inheritance, gift, sale, transfer, personal property or similar Taxes; (iv) any Taxes imposed as result of any Note presented for payment (where presentation is required) by or on behalf of a Holder who would have been able to avoid such withholding or deduction by presenting the relevant Note to another Paying Agent in a member state of the European Union; (v) any Taxes payable other than by deduction or withholding from payments under, or with respect to, the Notes or with respect to any Note Guarantee; (vi) any Taxes to the extent such Taxes are imposed or withheld by reason of the failure of the Holder or beneficial owner of Notes, following the Issuer’s reasonable written request addressed to the Holder or beneficial owner at least 60 days before any such withholding or deduction would be payable to the Holder or beneficial owner, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent the Holder or beneficial owner is legally entitled to provide such certification or documentation; (vii) any Taxes imposed or withheld by reason of the failure of the Holder or beneficial owner of the Notes to comply with the requirements of Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), as of the date of the Offering Memorandum (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), the U.S. Treasury Regulations issued thereunder or any official interpretation thereof or any agreement entered into pursuant to Section 1471 of the Code; or (viii) any combination of clauses (i) through (vii) above.

Additional Amounts. All payments made by the Company on the Notes will ------------------ be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (collectively, "Taxes") imposed or levied by or on behalf of the Company, the Subsidiary Guarantors Germany or any successor thereto (each, a “Payor”) under, jurisdiction in which the Company or with respect to, the Securities any Successor Company is organized or the Note Guarantees will be made free and clear of and without withholding or deduction is otherwise resident for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed, levied, collected or assessed by or on behalf of (1) the Grand Duchy of Luxembourg tax purposes or any political subdivision or governmental authority thereof or therein any authority having power to tax, (2) tax therein or any jurisdiction from or through which payment on the Securities or the Note Guarantees is made by or on behalf of the Payor, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) and (3), a “"Relevant Taxing Jurisdiction”"), unless the withholding or deduction of such Taxes is then required by law or the interpretation or administration thereoflaw. If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction will Jurisdiction, shall at any time be required from on any payments made by the Company with respect to the Securities or the Note Guarantees Notes, including payments of Accreted Value, principal, redemption price, interest or premium, if any, redemption price or interest, the Payor Company will pay (together with such payments) such additional amounts (the “"Additional Amounts”") as may be necessary in order that the net amounts received in respect of such payments received by each Holderthe Holders of the Notes or the Trustee, as the case may be, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts)deduction, will not be less than equal the respective amounts which would have been received by each Holder in respect of such payments in the absence of such withholding or deduction; provided, however, except that no such Additional Amounts will be payable with respect to:

Additional Amounts. (a) All payments and deliveries made by or on behalf of the CompanyIssuer or the Parent, the Subsidiary Guarantors or any successor thereto (each, a “Payor”) under, to the Issuer or the Parent under or with respect to the Notes, including, but not limited to, payments of principal (including the Securities or the Note Guarantees will Fundamental Change Repurchase Price and Redemption Price, if applicable), premium, if any, payments of interest and payments of cash and/or deliveries of Common Shares (together with payments of cash for any fractional Common Share) upon exchange, shall be made free and clear of and without withholding or deduction for for, or on account of of, any present or future taxtaxes, dutyduties, levy, impost, assessment assessments or other governmental charge charges of whatever nature imposed or levied (including penalties, any penalties and interest and other liabilities related thereto) (collectively, “Applicable Taxes”) imposed, levied, collected or assessed by or on behalf of within (1) the Grand Duchy Republic of Luxembourg the Xxxxxxxx Islands, (2) Hong Kong, (3) the United Kingdom, (4) any jurisdiction in which the Issuer or the Parent or any of their successors are, for tax purposes, incorporated, organized or resident, or as a result of activities carried on by the Issuer, the Parent or any successor, has otherwise created a taxable presence (or any political subdivision or governmental taxing authority thereof or therein having power to tax, therein) or (25) any jurisdiction from or through which payment on the Securities or the Note Guarantees is made by or on behalf of the Payor, deemed made (or any political subdivision or governmental taxing authority thereof or therein having the power to tax or (3therein) any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) and ), (3), (4) or (5), as applicable, a “Relevant Taxing Jurisdiction”), unless the such withholding or deduction of such Taxes is then required by any applicable law of a Relevant Taxing Jurisdiction or by the interpretation or administration thereof. If any deduction or withholding forThe Issuer, or on account ofthe Parent, any Taxes successor to the Issuer or the Parent and the Paying Agent shall be entitled to make any withholding or deduction pursuant to an agreement described in Section 1471(b) of the Code or otherwise imposed pursuant to Section 1471 through 1474 of the Code, and any regulations or agreements thereunder or any official interpretation thereof. In the event that any such withholding or deduction is so required in a Relevant Taxing Jurisdiction will at any time be required from any payments made with respect Jurisdiction, the Issuer shall pay to the Securities or the Holder of each Note Guarantees including payments of principal, premium, if any, redemption price or interest, the Payor will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order to ensure that the net amounts in respect of such payments amount received by each Holder, the beneficial owner after such withholding or deduction (including and after deducting any such deduction or withholding from such Applicable Taxes on the Additional Amounts), ) under a Relevant Taxing Jurisdiction will not be less than equal the amounts which 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 such Additional Amounts additional amounts will be payable with respect topayable:

Additional Amounts. (a) All payments made by or on behalf of the Company, the Subsidiary Guarantors Issuer or any of the Guarantors (including, in each case, any successor thereto (each, a “Payor”entity) under, under or with respect to, to the Securities Notes or the any Note Guarantees will Guarantee 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 penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed, levied, collected or assessed by or on behalf of (1) the Grand Duchy of Luxembourg or any political subdivision or governmental authority thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Securities or the Note Guarantees is made by or on behalf of the Payor, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) and (3), a “Relevant Taxing Jurisdiction”), Taxes unless the withholding or deduction of such Taxes is then required by law or the interpretation or administration thereoflaw. If the Issuer, any deduction 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) 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 (other than the United States) 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 Relevant Taxing Jurisdiction will at Paying Agent) or any time be required from political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments made under or with respect to the Securities Notes or the any Note Guarantees including Guarantee, including, without limitation, payments of principal, redemption price, purchase price, interest or premium, if anythe Issuer or the relevant Guarantor, redemption price or interestas applicable, the Payor will shall pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received and retained in respect of such payments received by each Holder, beneficial owner of Notes after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than equal the respective amounts which 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 such Additional Amounts will shall be payable with respect to:

Additional Amounts. (a) All payments made by or on behalf of the Company, the Subsidiary Guarantors or any a successor thereto of either (each, a “Payor”) under, or with respect to, on the Securities or Notes and under the Note Guarantees will be made free and clear of and without withholding or deduction for for, or on account of of, any present or future taxtaxes, dutyduties, levy, impost, assessment assessments or other governmental charge charges of whatever nature (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed, levied, collected imposed or assessed levied by or on behalf of (1) Luxembourg, the Grand Duchy of Luxembourg United States, Ireland or any political subdivision or governmental authority of any thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Securities Notes or the Note Guarantees any Guarantee is made by or on behalf of the Payormade, or any political subdivision or governmental authority thereof or therein having the power to tax tax, or (3) any other jurisdiction in which a the Payor is organized, resident organized or deemed otherwise considered to be doing businessa resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1of Section 4.16(a)(1), (2) and (3), a “Relevant Taxing Jurisdiction”), ) unless the withholding or deduction of such Taxes is then required by law or the interpretation or administration thereoflaw. If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction will at any time be required from any payments made with respect to the Securities Notes or under the Note Guarantees Guarantees, including payments of principal, redemption price, interest or premium, if any, redemption price or interest, the Payor will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments received by each Holderthe Holders of the Notes or the Trustee, as the case may be, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than equal the amounts which would have been received by each Holder in respect of such payments on the Notes in the absence of such withholding or deduction; provided, however, that no such Additional Amounts will be payable with respect to:

Additional Amounts. (a) All payments made by or on behalf of the Company, the Subsidiary Guarantors Company or any successor thereto (each, a “Payor”) under, Guarantor under or with respect to, to the Securities Notes or the Note Guarantees will 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 penalties, interest and other liabilities related thereto) (collectively, “hereinafter "Taxes”") imposed, levied, collected or assessed by or on behalf of (1) the Grand Duchy of Luxembourg or any political subdivision or governmental authority thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Securities or the Note Guarantees is made by or on behalf of the Payor, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) and (3), a “Relevant Taxing Jurisdiction”), unless the withholding or deduction of such Taxes is then required by law or the interpretation or administration thereoflaw. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of the government of the Republic of Xxxxxxxx Islands or any Relevant Taxing Jurisdiction political subdivision or any authority or agency therein or thereof having power to tax, or any other jurisdiction in which the Company or any Guarantor (including any successor entity) is organized or is otherwise resident for tax purposes, or any jurisdiction from or through which payment is made (including, without limitation, the jurisdiction of each Paying Agent) (each a "Specified Tax Jurisdiction"), will at any time be required to be made from any payments made under or with respect to the Securities Notes or the Note Guarantees including payments of principal, premium, if any, redemption price or interestGuarantees, the Payor Company, the relevant Guarantor or other payor, as applicable, 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 received by each Holder, a Holder (including Additional Amounts) after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than the amounts which 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 such the foregoing obligation to pay Additional Amounts will be payable with respect does not apply to:

Additional Amounts. (a) All payments made by or on behalf of the Company, the Subsidiary Guarantors Issuer or any of the Guarantors (including, in each case, any successor thereto (each, a “Payor”entity) under, under or with respect to, to the Securities Notes or the any Note Guarantees will Guarantee 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 penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed, levied, collected or assessed by or on behalf of (1) the Grand Duchy of Luxembourg or any political subdivision or governmental authority thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Securities or the Note Guarantees is made by or on behalf of the Payor, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) and (3), a “Relevant Taxing Jurisdiction”), Taxes unless the withholding or deduction of such Taxes is then required by law or the interpretation or administration thereoflaw. If the Issuer, any deduction 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) 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 (other than the United States) 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 Relevant Taxing Jurisdiction will at Paying Agent) or any time be required from political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments made under or with respect to the Securities Notes or the any Note Guarantees including Guarantee, including, without limitation, payments of principal, redemption price, purchase price, interest or premium, if anythe Issuer or the relevant Guarantor, redemption price or interestas applicable, the Payor will shall pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received and retained in respect of such payments received by each Holder, beneficial owner of Notes after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than shall equal the respective amounts which 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 such Additional Amounts will shall be payable with respect to:

Additional Amounts. (a) All payments made by or on behalf of the Company, the Subsidiary Guarantors or any successor thereto (each, a “Payor”) under, under or with respect to, to the Securities Notes or the any Note Guarantees Guarantee will be made free and clear of and without withholding or deduction for for, or on account of of, any present or future taxtaxes, dutyduties, levy, impost, assessment assessments or other governmental charge (charges of whatever nature, including any penalties, interest and other liabilities related thereto) relating thereto (collectively, “Taxes”) imposed, levied, collected imposed or assessed levied by or on behalf of (1) the Grand Duchy of Luxembourg any government, or any political subdivision of any authority or governmental authority thereof agency therein or therein thereof, having power to taxtax of (i) any jurisdiction in which the Issuer (including any successor thereto under this Indenture) is then incorporated, organized or resident for tax purposes, (2ii) any jurisdiction in which any Guarantor is then incorporated, organized or resident for tax purposes or (iii) any jurisdiction from or through which the payment on the Securities or the Note Guarantees is made by or on behalf of the Payor, Issuer or any political subdivision or governmental authority thereof or therein having Guarantor (including, without limitation, the power to tax or (3jurisdiction of any Paying Agent) any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses of (1i), (2ii) and (3iii), a “Relevant Taxing Tax Jurisdiction”), unless the withholding or deduction of such Taxes is then required by law or by regulation or by government policy having the interpretation or administration thereofforce of law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of any Relevant Taxing Tax Jurisdiction will at any time be required by law or by regulation or by government policy having the force of law to be made from any payments made under or with respect to the Securities Notes or the with respect to any Note Guarantees including Guarantee, including, without limitation, payments of principal, redemption price, repurchase price, interest or premium, if anythe Issuer or the relevant Guarantor, redemption price or interestas applicable, the Payor will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments received by each Holder, Holder (including Additional Amounts) after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than equal the respective amounts which 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 such Additional Amounts will be payable with respect to:

Additional Amounts. (a) All payments made by or on behalf of the Company, the Subsidiary Guarantors or any successor thereto (each, a “Payor”) under, under or with respect to, to the Securities Notes or the Note Guarantees any Guarantee will 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 charge, including any related interest, penalties or additions to tax (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed, levied, collected or assessed by or on behalf of (1) the Grand Duchy of Luxembourg or any political subdivision or governmental authority thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Securities or the Note Guarantees is made by or on behalf of the Payor, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) and (3), a “Relevant Taxing Jurisdiction”), unless the withholding or deduction of such Taxes is then required by law or by the official interpretation or administration thereof. If any deduction or withholding 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 then incorporated or organized, engaged in 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 payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Relevant Taxing Jurisdiction paying agent for the Notes) or any political subdivision thereof or therein (each, a “Tax Jurisdiction”) will at any time be required to be made from any payments made under or with respect to the Securities Notes or the Note Guarantees including any Guarantee, including, without limitation, payments of principal, redemption price, interest or premium, if anythen the Issuer or the relevant Guarantor, redemption price or interestas applicable, the Payor will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments received by each Holder, Holder after such withholding or deduction (including any such withholding or deduction or withholding from such Additional Amounts), ) will not be less than equal the respective amounts which 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 such Additional Amounts will be payable with respect to:

Additional Amounts. (a) All payments made by or on behalf of the Company, the Subsidiary Guarantors Issuer or any of the Guarantors (including, in each case, any successor thereto (each, a “Payor”entity) under, under or with respect to, to the Securities Notes or the any Note Guarantees will Guarantee 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 penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed, levied, collected or assessed by or on behalf of (1) the Grand Duchy of Luxembourg or any political subdivision or governmental authority thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Securities or the Note Guarantees is made by or on behalf of the Payor, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) and (3), a “Relevant Taxing Jurisdiction”), Taxes unless the withholding or deduction of such Taxes is then required by law or the interpretation or administration thereoflaw. If the Issuer, any deduction 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 (a) 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 this 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 (b) 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 (a) and (b), a “Tax Jurisdiction”, and (a) a “Relevant Taxing Jurisdiction will at any time be required from Tax Jurisdiction”) in respect of any payments made under or with respect to the Securities Notes or the any Note Guarantees including Guarantee, including, without limitation, payments of principal, redemption price, purchase price, interest or premium, if anythe Issuer or the relevant Guarantor, redemption price or interestas applicable, the Payor will shall pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments received by each Holder, beneficial owner of Notes after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than equal the respective amounts which 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 such Additional Amounts will shall be payable with respect to:

Additional Amounts. All payments made by or on behalf of the Company, the Subsidiary Guarantors or any successor thereto (each, a “Payor”) under, or with respect to, the Securities Notes or the Note Guarantees will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed, levied, collected or assessed by or on behalf of (1) the Grand Duchy of Luxembourg or any political subdivision or governmental authority thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Securities Notes or the Note Guarantees is made by or on behalf of the Payor, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) and (3), a “Relevant Taxing Jurisdiction”), unless the withholding or deduction of such Taxes is then required by law or the interpretation or administration thereof. If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction will at any time be required from any payments made with respect to the Securities Notes or the Note Guarantees including payments of principal, premium, if any, redemption price or interest, the Payor will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts in respect of such payments received by each Holder, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than the amounts which would have been received by each Holder in respect of such payments in the absence of such withholding or deduction; provided, however, that no such Additional Amounts will be payable with respect to:

Additional Amounts. All payments made by or on behalf of the Company, the Subsidiary Guarantors or any successor thereto (each, a “Payor”) under, or with respect to, the Securities Notes or the Note Guarantees will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed, levied, collected or assessed by or on behalf of (1) the Grand Duchy of Luxembourg or any political subdivision or governmental authority thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Securities Notes or the Note Guarantees is made by or on behalf of the Payor, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) and (3), a “Relevant Taxing Jurisdiction”), unless the withholding or deduction of such Taxes is then required by law or the interpretation or administration thereof. If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction will at any time be required from any payments made with respect to the Securities Notes or the Note Guarantees including payments of principal, premium, if any, redemption price or interest, the Payor will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts in respect of such payments received by each Holder, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than the amounts which would have been received by each Holder in respect of such payments in the absence of such withholding or deduction; provided, however, that no such Additional Amounts will be payable with respect to:

Additional Amounts. All payments made by or Unless otherwise specified in any Board Resolution establishing the terms of Subordinated Debt Securities of a series in accordance with Section 3.01, all amounts of principal, and premium, if any, and interest, if any, on behalf any series of the Company, the Subsidiary Guarantors or any successor thereto (each, a “Payor”) under, or with respect to, the Subordinated Debt Securities or the Note Guarantees will be made free and clear of and paid by the Company without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed, levied, collected or assessed by or on behalf of (1) the Grand Duchy of Luxembourg or any political subdivision or governmental authority thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Securities or the Note Guarantees is made by or on behalf of the Payor, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) and (3), a “Relevant Taxing Jurisdiction”), unless the withholding or deduction of such Taxes is then required by law or the interpretation or administration thereof. If any deduction or withholding for, or on account of, any Taxes and all present and future income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions or withholdings now or hereafter imposed, levied, collected, withheld or assessed by or on behalf of the United Kingdom or any political subdivision or authority thereof or therein having the power to tax (the “Taxing Jurisdiction”), unless such deduction or withholding is required by law. If deduction or withholding of any Relevant Taxing Jurisdiction will such taxes, levies, imposts, duties, charges, fees, deductions or withholdings shall at any time be required from any payments made with by the Taxing Jurisdiction, the Company will pay such additional amounts of, or in respect to of, the Securities or the Note Guarantees including payments of principalprincipal amount of, premium, if any, redemption price or and interest, the Payor will pay if any, on any series of Subordinated Debt Securities (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts paid to the Holders of Subordinated Debt Securities of the particular series, after such deduction or withholding, shall equal the respective amounts of principal, premium, if any, and interest, if any, which would have been payable in respect of such payments received by each Holder, after such withholding or deduction (including any Subordinated Debt Securities had no such deduction or withholding from such Additional Amounts), will not be less than the amounts which would have been received by each Holder in respect of such payments in the absence of such withholding or deductionrequired; provided, however, that no the foregoing will not apply to any such Additional Amounts will be tax, levy, impost, duty, charge, fee, deduction or withholding which would not have been payable with respect toor due but for the fact that:

Additional Amounts. All payments made by or on behalf of the Company, the Subsidiary Guarantors or any successor thereto (each, a “Payor”) under, Company under or with respect to, to the Securities or the Note Guarantees Notes will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related theretoto any such tax, duty, levy, impost, assessment or other governmental charge) (collectively, “"Taxes”") imposed, levied, collected imposed or assessed by or on behalf of (1) the Grand Duchy of Luxembourg or any political subdivision or governmental authority thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Securities or the Note Guarantees is made levied by or on behalf of the Payor, Netherlands or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which the Company is organized or is a Payor is organized, resident for tax purposes or deemed to be doing business, by any government authority or any political subdivision or governmental authority territory or possession or agency therein or thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) and (3)each, a “Relevant "Taxing Jurisdiction”Authority"), unless the withholding Company is required to withhold or deduction of such deduct Taxes is then required by law or the by an interpretation or administration thereofof law. If the Company is required to withhold or deduct any deduction or withholding for, amount for or on account ofof Taxes imposed by a Taxing Authority within the Netherlands or within any other jurisdiction in which the Company is organized or is a resident for tax purposes, any Taxes of any Relevant Taxing Jurisdiction will at any time be required from any payments payment made under or with respect to the Securities or the Note Guarantees including payments of principal, premium, if any, redemption price or interestNotes, the Payor will Company shall pay (together with such payments) such additional amounts (the “"Additional Amounts”") as may be necessary in order so that the net amounts in respect of such payments amount received by each Holder, Holder of Notes after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than the amounts which amount the Holder and 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; provideddeducted. However, however, that no such Additional Amounts will be payable with respect toto a payment made to a Holder of Notes or to a third party on behalf of a Holder with respect to (a) any Taxes that would not have been imposed but for the existence of any present or former connection between that Holder and the jurisdiction imposing such tax (other than the mere receipt of payment or the ownership or holding outside of the Netherlands of such Note); (b) any estate, inheritance, gift, sales, excise, transfer, personal property tax or similar tax, assessment or governmental charge; (c) any Taxes payable otherwise than by deduction or withholding from payments of principal of, premium, if any, or interest on such Note; or (d) Taxes that would not have been imposed but for the failure of the Holder or beneficial owner of a Note to comply with any certification, identification, information, or other documentation requirement under law, regulation, administrative practice or an applicable treaty that is a precondition to exemption from, or reduction in the rate of the imposition, deduction or withholding of Taxes; nor will Additional Amounts be paid:

Additional Amounts. All payments made by or on behalf of the Company, the Subsidiary Guarantors Guarantor or any successor thereto (each, a “Payor”) under, or with respect to, the Securities Notes or the Note Guarantees Guarantee will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed, levied, collected or assessed by or on behalf of (1) the Grand Duchy of Luxembourg or any political subdivision or governmental authority thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Securities Notes or the Note Guarantees Guarantee is made by or on behalf of the Payor, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) and (3), a “Relevant Taxing Jurisdiction”), unless the withholding or deduction of such Taxes is then required by law or the interpretation or administration thereof. If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction will at any time be required from any payments made with respect to the Securities Notes or the Note Guarantees Guarantee including payments of principal, premium, if any, redemption price or interest, the Payor will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts in respect of such payments received by each Holder, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than the amounts which would have been received by each Holder in respect of such payments in the absence of such withholding or deduction; provided, however, that no such Additional Amounts will be payable with respect to:

Additional Amounts. All payments made by or Unless otherwise specified in any Board Resolution establishing the terms of Subordinated Debt Securities of a series in accordance with Section 3.01, all amounts of principal, and premium, if any, and interest, if any, on behalf any series of the Company, the Subsidiary Guarantors or any successor thereto (each, a “Payor”) under, or with respect to, the Subordinated Debt Securities or the Note Guarantees will be made free and clear of and paid by the Company without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed, levied, collected or assessed by or on behalf of (1) the Grand Duchy of Luxembourg or any political subdivision or governmental authority thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Securities or the Note Guarantees is made by or on behalf of the Payor, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) and (3), a “Relevant Taxing Jurisdiction”), unless the withholding or deduction of such Taxes is then required by law or the interpretation or administration thereof. If any deduction or withholding for, or on account of, any Taxes and all present and future income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions or withholdings now or hereafter imposed, levied, collected, withheld or assessed by or on behalf of the United Kingdom or any political subdivision or authority thereof or therein having the power to tax (the "Taxing Jurisdiction"), unless such deduction or withholding is required by law. If deduction or withholding of any Relevant Taxing Jurisdiction will such taxes, levies, imposts, duties, charges, fees, deductions or withholdings shall at any time be required from any payments made with by the Taxing Jurisdiction, the Company will pay such additional amounts of, or in respect to of, the Securities or the Note Guarantees including payments of principalprincipal amount of, premium, if any, redemption price or and interest, the Payor will pay if any, on any series of Subordinated Debt Securities (together with such payments) such additional amounts (the “"Additional Amounts”") as may be necessary in order that the net amounts paid to the Holders of Subordinated Debt Securities of the particular series, after such deduction or withholding, shall equal the respective amounts of principal, premium, if any, and interest, if any, which would have been payable in respect of such payments received by each Holder, after such withholding or deduction (including any Subordinated Debt Securities had no such deduction or withholding from such Additional Amounts), will not be less than the amounts which would have been received by each Holder in respect of such payments in the absence of such withholding or deductionrequired; provided, however, that no the foregoing will not apply to any such Additional Amounts will be tax, levy, impost, duty, charge, fee, deduction or withholding which would not have been payable with respect toor due but for the fact that:

Additional Amounts. (a) All payments and deliveries made by by, or on behalf of the Companyof, the Subsidiary Guarantors Company or any successor thereto (each, a “Payor”) under, to the Company under or with respect to this Indenture and the Notes, including, but not limited to, payments of principal (including, if applicable, the Tax Redemption Price, the Repurchase 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 Conversion Securities or any other consideration due on a conversion of a Note (together with payment of cash in lieu of any fractional Conversion Securities or other consideration) upon conversion of the Note Guarantees will 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 of, any present or future taxtaxes, dutyduties, levy, impost, assessment assessments or other governmental charge charges of whatever nature imposed or levied (including penalties, any penalties and interest and other liabilities related thereto) (collectively, the “Applicable Taxes”), unless such withholding, deduction or reduction is required by law or by other regulation or governmental policy having the force of law (including an official interpretation or application of such laws or regulations by any legislative body, court, governmental agency, taxing authority or regulatory authority) imposed, levied, collected (“Applicable Tax Law”). In the event that any such withholding or assessed deduction is required by or on behalf of within (1x) the Grand Duchy of Luxembourg Cayman Islands or the PRC (or, in each case, any political subdivision or taxing authority thereof or therein), (y) any jurisdiction in which the Company or any successor are, for tax purposes, incorporated, organized or resident or doing business (or any political subdivision or governmental taxing authority thereof or therein having power to tax, therein) or (2z) any jurisdiction from or through which payment on the Securities or the Note Guarantees is made by or on behalf of the Payor, deemed made (or any political subdivision or governmental taxing authority thereof or therein having the power to tax or (3therein) any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses of (1x), (2y) and (3z), as applicable, a “Relevant Taxing Jurisdiction”), unless the withholding Company shall pay or deduction of such Taxes is then required by law or the interpretation or administration thereof. If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction will at any time be required from any payments made with respect deliver to the Securities or the Holder of each Note Guarantees including payments of principal, premium, if any, redemption price or interest, the Payor will pay (together with such payments) such additional amounts of cash, Conversion Securities or other consideration, as applicable (the “Additional Amounts”) as may be necessary in order to ensure that the net amounts in respect of such payments amount received by each Holder, the beneficial owner after such withholding or deduction (including and after deducting any such deduction or withholding from such Additional Amounts), Applicable Taxes on the additional amounts) will not be less than equal the amounts which 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 such Additional Amounts additional amounts will be payable with respect topayable:

Additional Amounts. All payments made by or on behalf of the Company, the Subsidiary Guarantors Company or any successor thereto (each, a “Payor”) under, Guarantor under or with respect to, to the Securities or the Note Guarantees any Guarantee will be made free and clear of and without withholding or deduction for or on account of any present or future taxtaxes, dutyduties, levylevies, impostimposts, assessment assessments or other governmental charge charges of whatever nature (including any penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed, levied, collected assessed or assessed levied by or on behalf of any Taxing Authority (1) the Grand Duchy of Luxembourg or any political subdivision or governmental authority thereof or therein having power to taxcollectively, (2) any jurisdiction from or through which payment on the Securities or the Note Guarantees is made by or on behalf of the Payor, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) and (3), a “Relevant Taxing Jurisdiction”"Taxes"), unless the withholding Company or deduction of such any Guarantor, as the case may be, is required to withhold or deduct Taxes is then required by law or by the interpretation or administration thereof. If the Company or any deduction Guarantor is so required to withhold or withholding for, deduct any amount for or on account of, of any Taxes of any Relevant Taxing Jurisdiction will at any time be required from any payments payment made under or with respect to the Securities or the Note Guarantees including payments of principal, premium, if any, redemption price or interestany Guarantee, the Payor Company or such Guarantor, as the case may be, will pay (together with such payments) such additional amounts (the “"Additional Amounts”") as may be necessary in order so that the net amounts in respect of such payments amount (including Additional Amounts) received by each Holder, Holder and beneficial owner of the Securities after such withholding or deduction (including any such withholding or deduction or withholding from such in respect of Additional Amounts), ) will not be less than the amounts which 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, PROVIDED that no such Additional Amounts will be payable with respect to:to a payment made to a Holder or beneficial owner of Securities or to a third party on behalf of a Holder or beneficial owner of the Securities if and to the extent any of the following exceptions apply (if and to any such extent, an "Excluded Holder"):

Additional Amounts. All (a) The Company will make all payments made by or deliveries on behalf account of the CompanySecurities (whether upon conversion, the Subsidiary Guarantors repurchase, maturity or any successor thereto (eachotherwise, a “Payor”and whether in cash, Ordinary Shares, Reference Property or otherwise) under, or with respect to, the Securities or the Note Guarantees will be made free and clear of and without withholding or deduction for or deducting on account of any present or future tax, duty, levy, impost, assessment or other governmental charge of whatever nature (including including, without limitation, penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed, levied, collected imposed or assessed by or on behalf of (1) the Grand Duchy of Luxembourg or any political subdivision or governmental authority thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Securities or the Note Guarantees is made levied by or on behalf of the Payorgovernment of any jurisdiction in which the Company, or any entity that assumes the Company’s rights and obligations under the Securities (a “Surviving Person”) is or is deemed to be organized, resident or doing business for tax purposes (or any political subdivision or governmental taxing authority thereof or therein having the power to tax or therein) (3) any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) and (3)each, a “Relevant Taxing Jurisdiction”), unless the such withholding or deduction of such Taxes is then required by law law, rule, regulation or governmental policy having the force of law. If the Company is required to withhold or deduct any amount on account of Relevant Jurisdiction taxes, the Company or the interpretation Surviving Person, as the case may be, shall make such withholding or administration thereof. If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction will at any time be required from any payments made with respect to and pay as additional interest the Securities or the Note Guarantees including payments of principal, premium, if any, redemption price or interest, the Payor will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order so that the net amounts in respect of such payments amount received by each Holder, Holder of Securities after such the withholding or deduction (including any such deduction or withholding from such with respect to Additional Amounts), ) will not be less than the amounts which amount the Holder would have received if the Relevant Jurisdiction taxes had not been received by each Holder in respect of such payments in withheld or deducted. Notwithstanding the absence of such withholding or deduction; providedforegoing, however, that no such Additional Amounts additional amounts will be payable with respect toto a payment made to a Holder of Securities (an “Excluded Holder”) in respect of the beneficial owner thereof:

Additional Amounts. (a) All payments made by or on behalf of the Company, the Subsidiary Guarantors Company or any successor thereto Guarantor (eacheach such person who pays or credits such amounts, a “Payor”) under, under or with respect to, to the Securities Notes or the any Note Guarantees Guarantee will be made free and clear of of, and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed, levied, collected or assessed by or on behalf of (1) the Grand Duchy of Luxembourg or any political subdivision or governmental authority thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Securities or the Note Guarantees is made by or on behalf of the Payor, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) and (3), a “Relevant Taxing Jurisdiction”), unless the withholding or deduction of such Taxes is then required by law or the interpretation or administration thereof. If any deduction or withholding for, or on account of, any Taxes and all present or future income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions or withholdings (hereinafter referred to as “taxes”) now or hereafter imposed, levied, collected, withheld or assessed by or on behalf of any Relevant jurisdiction in which such Payor is organized, resident or carrying on business for tax purposes or from or through which payments are made by or on behalf of such Payor or any political subdivision or authority of the foregoing that has the power to tax (each a “Taxing Jurisdiction”), unless the deduction or withholding is required by applicable law or by the interpretation or administration thereof by the relevant governmental authority. (b) At any time a relevant Taxing Jurisdiction will at any time be required requires deductions or withholdings of taxes from any payments payment made with under or in respect to of the Securities or the Note Guarantees including payments of principal, premium, if any, redemption price or interestNotes, the Payor will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order so that the net amounts in respect of such payments received by each HolderHolder (including Additional Amounts), after such withholding or deduction (including any such deduction or withholding from such (including withholding or deduction attributable to Additional AmountsAmounts payable hereunder), will shall not be less than the amounts which amount the Holder would have been received by each Holder in respect of such payments in the absence of such withholding or deduction; provided, however, that had no such deduction or withholding been required. (c) However, notwithstanding the foregoing, no Additional Amounts will be payable to a Holder of a Note by any Payor with respect to:: (i) taxes that would not have been imposed but for the existence of any present or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, partner, member or shareholder of the relevant Holder or beneficial owner, if the relevant Holder or beneficial owner is an estate, nominee, trust, partnership or corporation) and any Taxing Jurisdiction (including without limitation, by virtue of the Holder or beneficial owner being a citizen or resident of, incorporated in or carrying on a business, having a permanent establishment or having a place of business in such jurisdiction), other than solely by reason of the Holder or beneficial owner purchasing, holding or disposing of the Notes; (ii) taxes imposed on, or deducted or withheld from, payments in respect of the Notes if such payments could have been made without such imposition, deduction or withholding of such taxes had such Notes been presented for payment (where presentation is required) within 30 days after the relevant date (except to the extent that the Holder thereof would have been entitled to such Additional Amounts on presenting a Note for payment on the last day of such 30 day period); for this purpose, the “relevant date” in relation to any payments on any Note means: (a) the due date for payment thereof, or (b) if the full amount of the monies payable on such date have not been received by the Trustee on or prior to such due date, the date on which the full amount of such monies having been so received, provided that notice to that effect is duly given to Holders of the Notes in accordance with this Indenture; (iii) taxes imposed or withheld by reason of the failure by the Holder or beneficial owner of such Note to provide certification, information, documents or other evidence concerning the nationality, residence or identity of the Holder or beneficial owner or to make any declaration or similar claim or satisfy any other reporting requirement relating to such matters, within 30 days after a specific written request therefor from a Payor, which is required by law, regulation or

Additional Amounts. All Seven Seas will make all payments made by or on behalf of the Companyprincipal of, the Subsidiary Guarantors or any successor thereto (eachpremium, a “Payor”) underif any, or with respect toand interest on, the Securities or the each Note Guarantees will be made and Liquidated Damages, if any, free and clear of of, and without withholding or deduction for or on account of of, any present current or future taxtaxes, dutylevies, levyimports, impostdeductions, assessment withholdings, collections, duties, assessments or other governmental charge (including charges of whatever nature and any fines, penalties, interest and other or liabilities related thereto) (collectively, “Taxes”) with respect thereto imposed, levied, collected collected, withheld or assessed by or on behalf of (1) Canada, the Grand Duchy of Luxembourg Cayman Islands, Colombia or any political subdivision other jurisdiction with which Seven Seas or governmental authority thereof or therein having power to tax, any Guarantor has any connection (2) including any jurisdiction from or through which payment on payments under the Securities Notes or the Note Subsidiary Guarantees is made by or on behalf of the Payor, are made) or any political subdivision or governmental authority therein or thereof or therein having the power to tax or (3) any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) and (3), referred to herein as a “Relevant Taxing Jurisdiction”"Tax" or "Taxes"), unless the such withholding or deduction of such Taxes is then required by law or by regulation or governmental policy having the interpretation force of law. In the event that any such withholding or administration thereof. If any deduction or withholding for, for or on account ofof any Tax is required, (excluding any Taxes imposed on a Holder by the jurisdiction (or by a political subdivision thereof) under the laws of any Relevant Taxing Jurisdiction will at any time be required from any payments made with respect to which (or under the Securities laws of a political subdivision of which) the Holder is organized or the Note Guarantees including payments of principal, premium, if any, redemption price or interestsuch Holder is an individual, the Payor jurisdiction (or by a political subdivision thereof) of which such Holder is a citizen or resident (such excluded Taxes are referred to herein as "Excluded Taxes")), Seven Seas will pay (together with such payments) such additional amounts (the “"Additional Amounts”") as may be necessary will result in order that the net amounts in respect receipt by each Holder of any Note of such payments received by each Holder, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than the amounts which as would have been received by each such Holder in or the beneficial owner with respect of to such payments in the absence of Note had no such withholding or deduction; provideddeduction of Taxes been required, however, that no such Additional Amounts will be payable with respect toprovided that:

Additional Amounts. All payments made by or on behalf of the Company, the Subsidiary Guarantors or any successor thereto Jafra Distribution (each, a “Payor”Mexico) under, under or with respect toto the Notes or by or on behalf of any Note Guarantor (other than Jafra US) under or with respect to any Note Guarantee (in any case, the Securities or the Note Guarantees will Person making such payment, a "Payor") shall be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed, levied, collected imposed or assessed by or on behalf of (1) the Grand Duchy of Luxembourg or any political subdivision or governmental authority thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Securities or the Note Guarantees is made levied by or on behalf of the PayorGovernments of Mexico, Luxembourg or the jurisdiction of incorporation, seat of management or residence for income tax purposes of any future Mexican Subsidiary Guarantor or any successors to the Company, Jafra Distribution (Mexico) or any Mexican Subsidiary Guarantor (each a "Successor Jurisdiction"), as the case may be, or of any political subdivision or governmental authority territory thereof or by any authority or agency therein or thereof having the power to tax or (3) any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) and (3), a “Relevant Taxing Jurisdiction”hereinafter "Taxes"), unless the withholding Payor is required to withhold or deduction of such deduct Taxes is then required by law or by the interpretation or administration thereofthereof by the relevant government authority or agency. If a Payor is so required to withhold or deduct any deduction or withholding for, amount for or on account of, any of Taxes of any Relevant Taxing Jurisdiction will at any time be required from any payments payment made under or with respect to the Securities Notes or the a Note Guarantees including payments of principalGuarantee, premium, if any, redemption price or interest, the such Payor will be required to pay (together with such payments) such additional amounts (the “"Additional Amounts”") as may be necessary in order so that the net amounts in respect of such payments amount received by each Holder, Holder (including Additional Amounts) after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than the amounts which 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, that no such Additional Amounts will be payable with respect to:

Additional Amounts. All payments made by or on behalf of the Company, the Subsidiary Guarantors or any successor thereto (each, a “Payor”) Payor under, or with respect to, the Securities Notes or the Note Guarantees a Subsidiary Guarantee, will be made free and clear of and without withholding or deduction for or on account of any present or future taxtaxes, dutyduties, levylevies, impostimposts, assessment assessments or other governmental charge charges of whatever nature (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposedunless the Payor is required to withhold or deduct such Taxes by law or by the official interpretation or administration thereof. If the Payor is required to withhold or deduct any amount for, leviedor on account of, collected Taxes imposed or assessed levied by or on behalf of (1i) the Grand Duchy of Luxembourg Bermuda, Netherlands, and Netherlands Antilles or any political subdivision or governmental authority of any thereof or therein having the power to tax, (2ii) any jurisdiction from or through which payment on the Securities Notes or the Note Guarantees Subsidiary Guarantee is made by or on behalf of the Payormade, or any political subdivision or governmental authority thereof or therein having the power to tax tax, or (3iii) any other jurisdiction in which a Payor is organized, resident organized or deemed otherwise considered to be doing businessa resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) and (3), any of the aforementioned being a “Relevant Taxing Jurisdiction”), unless the withholding or deduction of such Taxes is then required by law or the interpretation or administration thereof. If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction will at any time be required ) from any payments payment made under or with respect to the Securities Notes or the Note Guarantees including payments of principal, premium, if any, redemption price or interestany Subsidiary Guarantee, the Payor will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order so that the net amounts in respect of such payments amount received by each Holder, holder of Notes (including Additional Amounts) after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than the amounts which 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 required to be withheld or deductiondeducted; provided, however, that no such the foregoing obligation to pay Additional Amounts will be payable with respect does not apply to:

Additional Amounts. The Company will pay to the Holder of any SEN of a Series additional amounts as provided in this Section 1217 and will also pay any other additional amounts provided for in the SENs of a Series and in accordance with Section 301 (such additional amounts provided in this Section 1217 and any such other additional amounts provided for in the SENs of a Series and in accordance with Section 301 being herein referred to as "Additional Amounts"). All payments in respect of the SENs, including, without limitation, payments of principal, interest, and premium, if any, shall be made by or on behalf of the Company, the Subsidiary Guarantors or any successor thereto (each, a “Payor”) under, or with respect to, the Securities or the Note Guarantees will be made free and clear of and Company without withholding or deduction for or on account of any present or future taxtaxes, dutyduties, levylevies, impost, assessment or other governmental charge charges of whatever nature (including penalties, interest and other liabilities related theretocollectively "Taxes") (collectively, “Taxes”) imposed, levied, collected now or assessed hereafter imposed or established by or on behalf of (1) the Grand Duchy of Luxembourg Peru or any political subdivision or governmental authority thereof or taxing authority therein having power to (any such tax, (2) any jurisdiction from or through which payment on the Securities or the Note Guarantees is made by or on behalf of the Payor, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) and (3), a “Relevant Taxing Jurisdiction”"Peruvian Tax"), unless the withholding Company is required to withhold or deduction of such Taxes is then required deduct a Peruvian Tax by law or the interpretation or administration thereof. If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction will at any time be required from any payments made with respect to the Securities or the Note Guarantees including payments of principal, premium(or, if any, redemption price the Company by law may elect to withhold or interestdeduct a Peruvian Tax or to pay such Peruvian Tax directly, the Payor will Company has elected to withhold such Peruvian Tax). In the event any Peruvian Taxes are so imposed or established, the Company shall pay (together with such payments) such additional amounts (the “Additional Amounts”) Amounts as may be necessary in order that the net amounts receivable by the holders after any withholding or deduction in respect of such payments received by each HolderPeruvian Tax shall equal the respective amounts of principal, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts)interest and premium, will not be less than the amounts if any, which would have been received by each Holder receivable in respect of such payments the SENs in the absence of such withholding or deduction; provided, however, that no such Additional Amounts shall be payable (i) to, or on behalf of, a holder who is not (a) a corporation, partnership or trust organized under the laws of the United States or a State thereof or (b) a corporation or other entity organized or established under the laws of any other jurisdiction outside Peru, (ii) to, or on behalf of, a holder for or on account of any such Peruvian Taxes that have been imposed by reason of such holder (or a fiduciary or settlor of, or possessor of a power over, such holder if such holder is an estate or a trust), having some present or former connection with Peru, any political subdivision of Peru or any territory or possession of Peru or area subject to its jurisdiction, other than the mere holding or owning of such SEN or the receipt of principal or interest or premium, if any, in respect thereof, including, without limitation, such holder (or such fiduciary, settlor or possessor of power over) being or having been a citizen or resident thereof, or being or having been present therein, or being or having been engaged in trade or business therein, or having had a permanent establishment therein, (iii) to, or on behalf of, a holder for or on account of any such Peruvian Taxes that would not have been imposed but for the presentation by the holder of a SEN for payment (where presentation is required) 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, except to the extent that the holder would have been entitled to such Additional Amounts on presenting such SEN for payment on the last date of such period of 30 days, (iv) with respect to any estate, inheritance, gift, sales, transfer, asset or personal 99 86 property tax or any similar tax, assessment or governmental charge, (v) to, or on behalf of, a holder for or on account of any such Peruvian Taxes which are actually paid otherwise than by withholding or deduction from payments on or in respect of any SEN, (vi) to, or on behalf of, a holder of any SEN to the extent that such holder is liable for such Peruvian Taxes that would not have been imposed but for the failure of such holder to comply with any certification, identification, information, documentation or other reporting requirements if (a) such compliance is required by Peruvian law, regulation or administrative practice or any applicable treaty as a precondition to relief or exemption from, or reduction in the rate of, deduction or withholding of, such Peruvian Taxes, (b) at least 30 days prior to the first Payment Date with respect to which such requirements shall apply, the Company notifies or causes the Paying Agent to notify all holders of the SENs of such Series or their nominees that such holders will be payable required to comply with such requirements and (c) such requirements are not materially more onerous to such holders (in form, in procedure or in the substance of information disclosed) than comparable information or other reporting requirements imposed under United States tax law, regulation and administrative practice (such as IRS Forms 1001, W-8 and W-9), (vii) to, or on behalf of, a holder for or on account of any such Peruvian Taxes imposed because the holder is a significant stockholder of the Company or the Guarantor, or (viii) with respect to:to any combination of items (i), (ii), (iii), (iv), (v), (vi) and (vii) above. Furthermore, no Additional Amounts shall be paid with respect to any payment on a SEN to a holder that is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent that a beneficiary or settlor with respect to such fiduciary or a member of such partnership or beneficial owner would not have been entitled to receive the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the holder. Whenever in this Indenture there is a reference, in any context, to the payment of the principal of or interest on, or in respect of, any SEN, such payment shall be deemed to include 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 of such payment pursuant to the provisions of this Section and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. At least 10 days prior to the first Payment Date with respect to that Series of SENs, and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change in the percentage of withholding set forth in the below-mentioned certificate of a Responsible Officer, the Company will furnish the Trustee and the Company's principal Paying Agent or Paying Agents, if other than the Trustee, with a certificate of a Responsible Officer instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the SENs of that Series shall be made to holders of SENs of that Series (or, if applicable, in the case of Taxes imposed or established by the United States or any political subdivision thereof or taxing authority therein, holders of SENs of that Series who are United States Aliens) without withholding for or on account of any Taxes described in this Section 1217 or in the SENs of that Series. If any such withholding shall be required, then such certificate of a 100 87 Responsible Officer shall specify by country the amount, if any, required to be withheld on such payments to such holders of SENs and the Company or the Guarantor will pay to the Trustee or such Paying Agent the Additional Amounts required by or pursuant to this Section 1217. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any certificate of a Responsible Officer furnished pursuant to this Section. In addition, the Company shall pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest and penalties, payable in Peru or the United States or any political subdivision thereof or taxing authority of or in the foregoing in respect of the creation, issue and offering of the SENs. The Company shall also pay and indemnify the holders from and against all court taxes or other taxes and duties, including interest and penalties, paid by any of them in any jurisdiction in connection with any action permitted to be taken by the holders to enforce the obligations of the Company under the SENs or this Indenture.

Additional Amounts. All payments made by or on behalf of the Company, the Subsidiary Guarantors or any successor thereto (each, a “Payor”) under, under or with respect to, to the Securities Notes under the Indenture or the pursuant to any Note Guarantees will Guarantee must be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed, levied, collected imposed or assessed levied by or on behalf of (1) the Grand Duchy of Luxembourg United States, Germany, Luxembourg, the United Kingdom or any political subdivision or governmental authority thereof or therein having the power to tax, (2) any jurisdiction from or through which payment on the Securities or the Note Guarantees Notes is made by or on behalf of the Payormade, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which a Payor the payor is organized, resident organized or deemed otherwise considered to be doing businessa resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) and (3), a “Relevant Taxing Jurisdiction”), collectively, “Taxes,” unless the withholding Issuer or deduction of such any Guarantor is required to withhold or deduct Taxes is then required by law or by the interpretation or administration thereofthereof 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 and any Guarantor shall be entitled 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. If the Issuer or any deduction Guarantor is so required to withhold or withholding for, deduct any amount for or on account of, any of Taxes of any Relevant Taxing Jurisdiction will at any time be required from any payments payment made under or with respect to the Securities or the Note Guarantees including payments of principal, premium, if any, redemption price or interestNotes, the Payor Issuer or such Guarantor, as the case may be, will be required to pay (together with such payments) such additional amounts (the amount — “Additional Amounts”) ” — as may be necessary in order so that the net amounts in respect of such payments amount (including Additional Amounts) received by each Holder, Holder after such withholding or deduction (including any such withholding or deduction or withholding from on such Additional Amounts), ) will not be less than the amounts which 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 such Additional Amounts will be payable with respect to: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 the Relevant Taxing Jurisdiction or any political subdivision or governmental authority thereof or therein having the power to tax, otherwise than by the acquisition, ownership, holding, disposition or enforcement of the Notes or the receipt of payments thereunder, 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 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. Further, no Additional Amounts shall be payable with respect 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 percent or more of the total combined voting power of all classes of stock of the Issuer or any B-3 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 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 will furnish to the Trustee, within 30 days after the date the payment of any Taxes is due under applicable law, certified copies of tax receipts evidencing such payment by the Issuer. 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 the Company, the Subsidiary Guarantors Issuer or any of the Guarantors (including, in each case, any successor thereto (each, a “Payor”entity) under, under or with respect to, to the Securities Notes or the any Note Guarantees will Guarantee 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 penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed, levied, collected or assessed by or on behalf of (1) the Grand Duchy of Luxembourg or any political subdivision or governmental authority thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Securities or the Note Guarantees is made by or on behalf of the Payor, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) and (3), a “Relevant Taxing Jurisdiction”), Taxes unless the withholding or deduction of such Taxes is then required by law or the interpretation or administration thereoflaw. If the Issuer, any deduction 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) 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 Relevant Taxing Jurisdiction will at Paying Agent) or any time be required from political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments made under or with respect to the Securities Notes or the any Note Guarantees including Guarantee, including, without limitation, payments of principal, redemption price, purchase price, interest or premium, if anythe Issuer or the relevant Guarantor, redemption price or interestas applicable, the Payor will shall pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received and retained in respect of such payments received by each Holder, beneficial owner of Notes after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than equal the respective amounts which that would have been 77 received by each Holder and retained in respect of such payments in the absence of such withholding or deduction; provided, however, that no such Additional Amounts will shall be payable with respect to:

Additional Amounts. All (a) If (i) the Company consolidates with or merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another Person, 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 or (ii) any Subsidiary Guarantor or Successor Guarantor is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia (each such Person, a “Foreign Guarantor”), then (A) all payments and deliveries made by by, or on behalf of the Companyof, the Subsidiary Guarantors or any successor thereto (each, a “Payor”) under, Successor Company under or with respect to the Notes, including, but not limited to, payments of principal of (including, if applicable, the Securities Redemption Price and the Fundamental Change Repurchase Price), payments of interest on, and payments of cash and/or deliveries of shares of Common Stock (together with payments of cash in lieu of fractional shares) upon conversion of, the Notes and (B) all payments and deliveries made by, or on behalf of, any Foreign Guarantor under the Note Guarantees will relevant Subsidiary Guarantee, including, but not limited to, payments of principal of (including, if applicable, the Redemption Price and the Fundamental Change Repurchase Price), payments of interest on, and payments of cash and/or deliveries of shares of Common Stock (together with payments of cash in lieu of fractional shares) upon conversion of, the Notes, in each case, shall be made free and clear of and without withholding or deduction for for, or on account of of, any present or future taxtaxes, dutyduties, levy, impost, assessment assessments or other governmental charge (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”) charges of whatever nature imposed, levied, collected collected, withheld or assessed by a taxing authority within any jurisdiction in which the Successor Company or on behalf of such Foreign Guarantor, as the case may be, is, for tax purposes, organized or resident or doing business or through which payment is made or deemed made (1) the Grand Duchy of Luxembourg or any political subdivision or governmental taxing authority thereof or therein having power to tax, therein) (2) any jurisdiction from or through which payment on the Securities or the Note Guarantees is made by or on behalf of the Payor, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) and (3)each, a “Relevant Taxing Jurisdiction”), unless the such withholding or deduction of such Taxes is then required by law or by the interpretation or administration thereof. If In the event that any deduction such taxes, duties, assessments or withholding for, governmental charges imposed or levied by or on account of, any Taxes behalf of any a Relevant Taxing Jurisdiction will at any time are required to be required withheld or deducted from any payments or deliveries made by the Successor Company with respect to the Securities Notes or any payments or deliveries made by any Foreign Guarantor under the Note Guarantees including payments of principal, premium, if any, redemption price or interestrelevant Subsidiary Guarantee, the Payor will Successor Company or such Foreign Guarantor, as applicable, shall pay (together with such payments) to the beneficial owner of each Note such additional amounts (the “Additional Amounts”) as may be necessary in order to ensure that the net amounts in respect amount received by the beneficial owner of such payments received by each Holder, Notes after such withholding or deduction (including and after deducting any such deduction or withholding from such taxes on the Additional Amounts), will not be less than ) shall equal the amounts which 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 such Additional Amounts will shall be payable with respect topayable:

Additional Amounts. All payments made by or on behalf of the Company, the Subsidiary Guarantors or any successor thereto (each, a “Payor”) under, under or with respect to, to the Securities Notes under the Indenture or the pursuant to any Note Guarantees will Guarantee must be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed, levied, collected imposed or assessed levied by or on behalf of (1) the Grand Duchy of Luxembourg United States, Germany, Luxembourg, the United Kingdom or any political subdivision or governmental authority thereof or therein having the power to tax, (2) any jurisdiction from or through which payment on the Securities or the Note Guarantees Notes is made by or on behalf of the Payormade, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which a Payor the payor is organized, resident organized or deemed otherwise considered to be doing businessa resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) and (3), a “Relevant Taxing Jurisdiction”), collectively, “Taxes,” unless the withholding Issuer or deduction of such any Guarantor is required to withhold or deduct Taxes is then required by law or by the interpretation or administration thereofthereof 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 and any Guarantor shall be entitled 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. If the Issuer or any deduction Guarantor is so required to withhold or withholding for, deduct any amount for or on account of, any of Taxes of any Relevant Taxing Jurisdiction will at any time be required from any payments payment made under or with respect to the Securities or the Note Guarantees including payments of principal, premium, if any, redemption price or interestNotes, the Payor Issuer or such Guarantor, as the case may be, will be required to pay (together with such payments) such additional amounts (the amount — “Additional Amounts”) ” — as may be necessary in order so that the net amounts in respect of such payments amount (including Additional Amounts) received by each Holder, Holder after such withholding or deduction (including any such withholding or deduction or withholding from on such Additional Amounts), ) will not be less than the amounts which 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 such Additional Amounts will be payable with respect to: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 the Relevant Taxing Jurisdiction or any political subdivision or governmental authority thereof or therein having the power to tax, otherwise than by the acquisition, ownership, holding, disposition or enforcement of the Notes or the receipt of payments thereunder, 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 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. Further, no Additional Amounts shall be payable with respect 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 percent 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 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 will furnish to the Trustee, within 30 days after the date the payment of any Taxes is due under applicable law, certified copies of tax receipts evidencing such payment by the Issuer. 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 the United States (or any political subdivision thereof or therein) from the execution, delivery and registration of Notes upon original issuance and initial resale of the Notes or any other document or instrument referred to therein. If at any time the Issuer changes its place of organization to outside of the United States or there is a new issuer organized outside of the United States, the Issuer or new issuer, as applicable, will pay any stamp, court or documentary taxes, or any other excise, property or similar taxes, charges or levies (including any penalties, interest or other liabilities related thereto) which arise in the jurisdiction in which the Issuer or new issuer is organized (or any political subdivision thereof or therein) and are payable by the Holders of the Notes in respect of the Notes or any other document or instrument referred to therein under any law, rule or regulation in effect at the time of such change, 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 the Company, the Subsidiary Guarantors or any successor thereto (each, a “Payor”) under, under or with respect to, to the Securities Notes or the Note Guarantees will be made free and clear of and without withholding or deduction for or on account of any present or future taxTaxes, dutyunless the withholding or deduction is then required by law. If any withholding or deduction for, levyor on account of, impost, assessment any Taxes imposed or other governmental charge (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed, levied, collected or assessed levied by or on behalf of (1) any jurisdiction in which the Grand Duchy of Luxembourg Company or any Guarantor (including any successor or other surviving entity) is then organized, engaged in business or resident for tax purposes or any political subdivision or governmental taxing authority thereof or therein having power to tax, or (2) any jurisdiction from or through which payment on the Securities or the Note Guarantees is made by or on behalf of the Payor, Company or any political subdivision or governmental authority thereof or therein having Guarantor (including, without limitation, the power to tax or jurisdiction of any Paying Agent) (3) any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) and (3)each, a “Relevant Taxing Tax Jurisdiction”), unless the withholding or deduction of such Taxes is then required by law or the interpretation or administration thereof. If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction ) will at any time be required to be made from any payments made under or with respect to the Securities Notes or the Note Guarantees including Guarantees, including, without limitation, payments of principal, redemption price, purchase price, interest or premium, if anythe Company or the relevant Guarantor, redemption price or interestas applicable, the Payor will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments received by each Holder, Holder (including Additional Amounts) after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than equal the respective amounts which 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 such Additional Amounts will be payable with respect to:to any of the following (referred to herein as “Excluded Taxes”);

Additional Amounts. All payments made by At least 10 days prior to the first date on which payment of principal, premium, if any, or interest on behalf of the CompanyNotes is to be made, and at least 10 days prior to any subsequent such date if there has been any change with respect to the matters set forth in the Officers' Certificate described in this Section 4.20, the Subsidiary Guarantors or any successor thereto (eachCompany will furnish the Trustee and the Paying Agent, a “Payor”) underif other than the Trustee, with an Officers' Certificate instructing the Trustee and the Paying Agent whether such payment of principal, premium, if any, or with respect to, interest on the Securities Notes (whether or not in the Note Guarantees will form of Definitive Notes) shall be made free and clear of and to the Holders without withholding or deduction for for, or on account of of, any present or future tax, duty, levy, impost, assessment or other governmental charge charges of whatever nature (including penalties, interest and other liabilities related theretocollectively "Taxes") (collectively, “Taxes”) imposed, levied, collected imposed or assessed levied by or on behalf of (1) The Netherlands or any jurisdiction in which the Grand Duchy of Luxembourg Company or any Surviving Entity is organized or is otherwise resident for tax purposes or any political subdivision or governmental authority thereof or therein any authority having power to tax, (2) tax therein or any jurisdiction from or through which payment on the Securities or the Note Guarantees is made by or on behalf of the Payor, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) and (3), a “"Relevant Taxing Jurisdiction”"), unless the withholding or deduction of such Taxes is then required by law or the interpretation or administration thereof. If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction will Jurisdiction, shall at any time be required from on any payments made by the Company with respect to the Securities or the Note Guarantees Notes, including payments of principal, redemption price, interest or premium, then such Officers' Certificate shall specify the amount, if any, redemption price or interest, required to be withheld on such payments to such Holders and the Payor Company will pay (together with such payments) such to the Trustee or the Paying Agent the additional amounts pursuant to paragraph 3 of the Initial Notes and paragraph 2 of the Exchange Notes, as applicable (the “"Additional Amounts”") as may be necessary in order that and upon request shall provide the net amounts in respect Trustee with documentation satisfactory to the Trustee evidencing the payment of such payments received by each Holder, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than the amounts which would have been received by each Holder in respect . Copies of such payments documentation shall be made available to the Holders upon request. The Company shall indemnify the Trustee and the Paying Agent for, and hold them harmless against, any loss, liability or expense Incurred without negligence or bad faith on their part arising out of or in the absence connection with actions taken or omitted by any of such withholding or deduction; provided, however, that no such Additional Amounts will be payable with respect to:them in reliance on any Officers' Certificate furnished to them pursuant to this Section 4.20.

Additional Amounts. (a) All payments and deliveries made by by, or on behalf of of, the Company, the Subsidiary Guarantors any Guarantor or any successor thereto (each, a “Payor”) under, Successor Company under or with respect toto the Notes (including payment of the principal of, the Securities or the Note Guarantees Fundamental Change Repurchase Price for, or any 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 tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed, levied, collected or assessed by or on behalf of (1) the Grand Duchy of Luxembourg or any political subdivision or governmental authority thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Securities or the Note Guarantees is made by or on behalf of the Payor, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) and (3), a “Relevant Taxing Jurisdiction”), unless the withholding or deduction of such Taxes is then required by law or the interpretation or administration thereof. If any deduction or withholding for, or on account of, any present or future Taxes, unless such withholding or deduction is required by law or regulation or by governmental policy having the force of law. If any Taxes imposed or levied by or on behalf of any Relevant Taxing Jurisdiction will at jurisdiction (or any time be required from political subdivision or taxing authority thereof or therein) in which the Company, any payments made Guarantor or any Successor Company is or deemed to be, for tax purposes, organized or resident or doing business or through which payment or deliveries by, or on behalf of, the Company, any Guarantor or any Successor Company under or with respect to the Securities Notes are made or deemed to be made (each such jurisdiction, subdivision or authority, as applicable, a “Relevant Taxing Jurisdiction”) are required to be withheld or deducted from any payments or deliveries made under or with respect to the Note Guarantees including payments of principalNotes, premiumthen, if any, redemption price or interestsubject to Section 14.02, the Payor Company, any Guarantor or such Successor Company, as applicable, will pay (together with such payments) to the Holder of each Note such additional amounts (the “Additional Amounts”) as may be necessary in order to ensure that the net amounts in respect amount received by the beneficial owner of such payments received by each Holder, Note after such withholding or deduction (including and after withholding or deducting any such deduction or withholding from such Taxes on the Additional Amounts), ) will not be less than equal the amounts which 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 such Additional Amounts will be payable with respect topayable:

Additional Amounts. All payments made by or on behalf of the Company, the Subsidiary Guarantors or any successor thereto (each, a “Payor”) under, Issuers under or with respect to, to the Securities or the Note Guarantees will Notes shall be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed, levied, collected imposed or assessed by or on behalf of (1) the Grand Duchy of Luxembourg or any political subdivision or governmental authority thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Securities or the Note Guarantees is made levied by or on behalf of the Payor, Government of Canada or of any political subdivision province or governmental authority territory thereof or by any authority or agency therein or thereof having the power to tax or (3) any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) and (3), a “Relevant Taxing Jurisdiction”hereinafter "Taxes"), unless the withholding Issuers are required to withhold or deduction of such deduct Taxes is then required by law or by the interpretation or administration thereof. If the Issuers are so required to withhold or deduct any deduction or withholding for, amount for or on account of, any of Taxes of any Relevant Taxing Jurisdiction will at any time be required from any payments payment made under or with respect to the Securities or the Note Guarantees including payments of principal, premium, if any, redemption price or interestNotes, the Payor will Issuers shall pay (together with such payments) such additional amounts (the “"Additional Amounts”") as may be necessary in order so that the net amounts in respect of such payments amount received by each Holder, Holder (including Additional Amounts) after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than the amounts which 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 such Additional Amounts will be payable with respect to:to a payment made to a Holder (an "Excluded Holder") (i) with which either Issuer does not deal at arm's length (within the meaning of the INCOME TAX ACT (Canada)) a the time of making such payment or (ii) which is subject to such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the mere holding of Notes or the receipt of payments thereunder. The Issuers shall also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. The Issuers shall furnish to the Holders of the Notes, within 30 days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Issuers. The Issuers shall indemnify and hold harmless each Holder (other than an Excluded Holder) and upon written request reimburse each such Holder for the amount of (i) any Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to the Notes, (ii) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, and (iii) any present or future tax, duty, levy, impost, assessment or other governmental charge imposed or levied with respect to any reimbursement under clause (i) or (ii) above. At least 30 days prior to each date on which any payment under or with respect to the Notes is due and payable, if the Issuers will be obligated to pay Additional Amounts with respect to such payment, the Issuers shall deliver to the Trustee an Officers' Certificate stating the fact that such Additional Amounts will be payable, the amounts so payable and shall set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal (and premium, if any), redemption price, Change of Control Payment, Offered Price, interest or any other amount payable under or with respect to any Note such mention shall be deemed to include mention of the payment of Additional Amounts 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 4.17 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 applicable). The obligations of the Issuers under this Section 4.17 shall survive the termination of this Indenture and the payment of all amounts under or with respect to the Notes.

Additional Amounts. All payments made by or on behalf of the Company, Holdings, the Subsidiary Issuer and the Guarantors or any successor thereto (each, a “Payor”) under, under or with respect to, to the Securities or Notes and the Note Guarantees will be made free and clear of of, and without withholding or deduction for or on account of of, any present or future tax, duty, levy, impost, assessment assessment, or other governmental charge of whatever nature (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed, levied, collected imposed or assessed levied by or on behalf of (1) the Grand Duchy of Luxembourg any government or any political subdivision or governmental territory or possession of any government or authority or agency or authority therein or thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Securities or the Note Guarantees is made by or on behalf of the Payor, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each each, a “Taxing Authority”) in any jurisdiction described in clauses which the Company, Holdings, the Issuer or any Guarantor (1)including their permitted successors and assigns) is then incorporated, engaged in business or resident for tax purposes or any jurisdiction by or through which payment is made (2) and (3)each, a “Relevant Taxing Jurisdiction”), ) unless the withholding Company, Holdings, the Issuer or deduction of such the Guarantor is required to withhold or deduct Taxes is then required by law or by the relevant Taxing Authority’s interpretation or administration thereof. If the Company, Holdings, the Issuer or a Guarantor is required to withhold or deduct any deduction or withholding for, amount for or on account of, any of Taxes of any Relevant Taxing Jurisdiction will at any time be required from any payments payment made under or with respect to the Securities Notes or the Note Guarantees including payments of principal, premium, if any, redemption price or interest(as the case may be), the Payor Company, Holdings, the Issuer or the Guarantors (as the case may be) will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order so that the net amounts in respect of such payments amount received by each Holder, Holder (including Additional Amounts) after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than equal to the amounts which 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 such Additional Amounts will be payable with respect toto a payment made to a Holder to the extent:

Additional Amounts. All payments made by or on behalf MSXI Limited and any Guarantor in respect of the Company, the Subsidiary Guarantors or any successor thereto (each, a “Payor”) under, or with respect to, the Securities or the Note Guarantees will U.K. Notes shall be made free and clear of and without withholding or deduction for or on account of any present or future taxtaxes, dutyduties, levy, impost, assessment assessments or other governmental charge (charges of whatsoever nature, including penalties, interest and any other liabilities related thereto) thereto (collectively"Taxes"), “Taxes”) imposed, levied, collected imposed or assessed levied by or on behalf of (1) the Grand Duchy of Luxembourg United Kingdom or any relevant jurisdiction or any political subdivision or governmental authority thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Securities or the Note Guarantees unless MSXI Limited is made by or on behalf of the Payor, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) and (3), a “Relevant Taxing Jurisdiction”), unless the withholding or deduction of such Taxes is then required compelled by law to deduct or the interpretation withhold such taxes, duties, assessments or administration thereofother governmental charges. If any deduction In such event, MSXI Limited or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction will at any time be required from any payments made with respect to the Securities or the Note Guarantees including payments of principal, premium, if any, redemption price or interest, the Payor will such Guarantor shall pay (together with such payments) such additional amounts (the “"Additional Amounts”") as may be necessary in order to ensure that the net amounts in respect of such payments received by each Holder, the Holders of the U.K. Notes after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than shall equal the amounts which of such payments that would have been received by each Holder receivable in respect of such payments the U.K. Notes in the absence of such withholding or deduction; provided, however, except that no such Additional Amounts will shall be payable in respect of any U.K. Note (i) presented for payment of principal more than 60 days after the later of (x) the date on which such payment first became due and (y) if the full amount payable has not been received in New York City by the Trustee on or prior to such due date, the date on which, the full amount having been so received, notice to that effect shall have been given to the Holders by the Trustee, except to the extent that the Holders would have been entitled to such Additional Amounts on presenting such U.K. Note for payment on the last day of the applicable 60 day period, (ii) if any tax, assessment or other governmental charge is imposed or withheld by reason of the failure to comply by the Holder or, if different, the beneficial owner of the interest payable on the U.K. Note with a timely request of MSXI Limited addressed to such Holder or beneficial owner to complete and return an official document concerning the nationality, residence, identity or connection with the United Kingdom or any relevant jurisdiction of such Holder or beneficial owner which is required or imposed by a statute, treaty, regulation or administrative practice of the United Kingdom or any relevant jurisdiction as a precondition to exemption from all or part of such tax, assessment or governmental charge and provided that the request to so comply is made in writing and delivered to such Holder or beneficial owner, as applicable, not later than 60 days prior to the date by which the delivery of such official document is required, (iii) held by or on behalf of a Holder who is liable for Taxes giving rise to such Additional Amounts in respect of such U.K. Note by reason of having some connection with the United Kingdom or any relevant jurisdiction (or any political subdivision or authority thereof) other than the mere purchase, holding or disposition of any U.K. Note, or the receipt of principal or interest in respect thereof, including, without limitation, such Holder being or having been a citizen or resident thereof or being or having been present or engaged in a trade or business therein or having had a permanent establishment therein, (iv) where such withholding or deduction is imposed on a payment to an individual who is resident for tax purposes in a jurisdiction which is a member state of the European Union (whether such payment is made through a paying agent or otherwise) and is required to be made pursuant to European Union Directive 2003/48/EC of 3 June 2003 on the taxation of savings or any law implementing or complying with, or introduced in order to conform to such Directive. and any combination of (i), (ii), (iii), or (iv) nor shall Additional Amounts be paid with respect to:to any payment of the principal of, or any interest on, any U.K. Note to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent that a beneficiary or settlor or beneficial owner would not have been entitled to any Additional Amounts had such beneficiary or settlor or beneficial owner been the Holder. MSXI Limited or such Guarantor will also (a) make such withholding or deduction compelled by applicable law and (b) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. MSXI Limited or such Guarantor will furnish copies of such receipts evidencing the payment of any Taxes so deducted or withheld in such form as provided in the normal course by the taxing authority imposing such Taxes and as is reasonably available to MSXI Limited or such Guarantor to the Trustee within 60 days after the date of receipt of such evidence. The Trustee will make such evidence available to the Holders of U.K. Notes upon request. All references herein and in this Indenture or the U.K. Notes to the principal of or interest on a U.K. Note shall be deemed to include, without duplication, any Additional Amounts payable in connection therewith. MSXI Limited will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in any jurisdiction from the execution, delivery or registration of the U.K. Notes or any other document or instrument referred to in this Indenture or U.K. Notes.

Additional Amounts. (a) All payments and deliveries made by by, or on behalf of the Companyof, the Subsidiary Guarantors Company or any successor thereto (each, a “Payor”) under, to the Company under or with respect to this Indenture and the 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 Conversion Securities or any other consideration due on a conversion of a Note (together with payment of cash in lieu of any fractional Conversion Securities or other consideration) upon conversion of the Note Guarantees will 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 of, any present or future taxtaxes, dutyduties, levy, impost, assessment assessments or other governmental charge charges of whatever nature imposed or levied (including penalties, any penalties and interest and other liabilities related thereto) (collectively, the “Applicable Taxes”), unless such withholding, deduction or reduction is required by law or by other regulation or governmental policy having the force of law (including an official interpretation or application of such laws or regulations by any legislative body, court, governmental agency, taxing authority or regulatory authority) imposed, levied, collected (“Applicable Tax Law”). In the event that any such withholding or assessed deduction is required by or on behalf of within (1x) the Grand Duchy of Luxembourg Cayman Islands or the PRC (or, in each case, any political subdivision or taxing authority thereof or therein), (y) any jurisdiction in which the Company or any successor are, for tax purposes, incorporated, organized or resident or doing business (or any political subdivision or governmental taxing authority thereof or therein having power to tax, therein) or (2z) any jurisdiction from or through which payment on the Securities or the Note Guarantees is made by or on behalf of the Payor, deemed made (or any political subdivision or governmental taxing authority thereof or therein having the power to tax or (3therein) any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses of (1x), (2y) and (3z), as applicable, a “Relevant Taxing Jurisdiction”), unless the withholding Company shall pay or deduction of such Taxes is then required by law or the interpretation or administration thereof. If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction will at any time be required from any payments made with respect deliver to the Securities or the Holder of each Note Guarantees including payments of principal, premium, if any, redemption price or interest, the Payor will pay (together with such payments) such additional amounts of cash, Conversion Securities or other consideration, as applicable (the “Additional Amounts”) as may be necessary in order to ensure that the net amounts in respect of such payments amount received by each Holder, the beneficial owner after such withholding or deduction (including and after deducting any such deduction or withholding from such Additional Amounts), Applicable Taxes on the additional amounts) will not be less than equal the amounts which 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 such Additional Amounts additional amounts will be payable with respect topayable:

Additional Amounts. ‌ All payments made by or on behalf of the Company, the Subsidiary Guarantors or any successor thereto (each, a “Payor”) under, or with respect to, the Securities Notes or the Note Guarantees will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed, levied, collected or assessed by or on behalf of (1a) the Grand Duchy of Luxembourg or any political subdivision or governmental authority thereof or therein having power to tax, (2b) any jurisdiction from or through which payment on the Securities Notes or the Note Guarantees is made by or on behalf of the Payor, or any political subdivision or governmental authority thereof or therein having the power to tax or (3c) any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1a), (2b) and (3c), a “Relevant Taxing Jurisdiction”), unless the withholding or deduction of such Taxes is then required by law or the interpretation or administration thereof. If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction will at any time be required from any payments made with respect to the Securities Notes or the Note Guarantees including payments of principal, premium, if any, redemption price or interest, the Payor will pay (together with such payments) such additional amounts (the “Additional Amounts”) (and each reference to principal, premium, redemption price, or interest (including PIK interest) herein shall be deemed to refer to such term together with Additional Amounts, if any) as may be necessary in order that the net amounts in respect of such payments received by each Holder, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than the amounts which would have been received by each Holder in respect of such payments in the absence of such withholding or deduction; provided, however, that no such Additional Amounts will be payable with respect to:

Additional Amounts. (a) All payments in respect of the Notes made by or on behalf of the CompanyIssuers, the Subsidiary Guarantors a Guarantor, or any successor thereto person to the Issuers or any Guarantor (eacheach a "Successor Person") (each a "Payer"), a “Payor”) under, or with respect to, the Securities or the Note Guarantees will shall be made free and clear of and without withholding or deduction for for, or on account of of, any present or future taxtaxes, dutyduties, levylevies, impostimposts, assessment assessments or other governmental charge charges (including including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature, (collectively, “"Taxes”") imposed, levied, collected imposed or assessed levied by or on behalf of (1) the Grand Duchy of Luxembourg or any political subdivision or governmental authority thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Securities or the Note Guarantees is made by or on behalf of the Payor, or any political subdivision or governmental authority thereof or therein having the power to tax where such Payer is incorporated, organized or otherwise resident for tax purposes or from or through which the Payer makes a payment on the Notes or its Guarantee or by the Kingdom of Spain (3) and any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax therein) (each jurisdiction described in clauses (1), (2) and (3)each, a “"Relevant Taxing Jurisdiction”"), unless the withholding or deduction of such Taxes is then required by law or the interpretation or administration thereoflaw. If the Payer is required to withhold or deduct any deduction or withholding amount for, or on account of, any Taxes imposed or levied on behalf of any a Relevant Taxing Jurisdiction will at any time be required from any payments payment made under or with respect to the Securities or the Note Guarantees including payments of principal, premium, if any, redemption price or interestNotes, the Payor will Payer shall pay (together with such payments) such additional amounts (in the “form of (i) in the case of PIK Interest, additional PIK Interest, and (ii) in other cases, cash) ("Additional Amounts”") as may be necessary in order to ensure that the net amounts in respect of such payments amount received by each Holder, holder of the Notes (including Additional Amounts) after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will has been made shall be not be less than the amounts which 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 such Additional Amounts will be payable with respect to:deducted.

Additional Amounts. All payments made by or on behalf the Company in respect of the Company, Notes or the Subsidiary Guarantors or any successor thereto (each, a “Payor”) under, or with in respect to, the Securities or of the Note Guarantees will shall be made free and clear of and without withholding or deduction for or on account of any present or future taxtaxes, dutyduties, levyassessments, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed, levied, collected charges of whatever nature imposed or assessed levied by or on behalf of (1) any jurisdiction in which the Grand Duchy of Luxembourg Company or Subsidiary Guarantors are organized or are resident for tax purposes, or any political subdivision or governmental authority thereof or therein having power to tax, (2) any other jurisdiction from or through which payment on any payments under the Securities or the Note Guarantees is Notes are made by or on behalf of the PayorCompany or the Subsidiary Guarantors, or any political subdivision or governmental authority thereof or therein thereof, having the power to tax or (3) any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) and (3), a “Relevant Taxing Jurisdiction”), unless the withholding Company or deduction of such Taxes is then the Subsidiary Guarantors are required by law to deduct or withhold such taxes, duties, assessments, or governmental charges. In such event, the Company or the interpretation or administration thereof. If any Subsidiary Guarantors will make such deduction or withholding forwithholding, or on account of, any Taxes make payment of any Relevant Taxing Jurisdiction will at any time be required from any payments made with respect the amount so withheld to the Securities appropriate governmental or the Note Guarantees including payments of principal, premium, if any, redemption price or interest, the Payor will other authority and pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order to ensure that the net amounts in respect receivable by Holders of such payments received by each Holder, Notes after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than shall equal the respective amounts 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; provideddeduction (“Additional Amounts”). However, however, that no such Additional Amounts shall be payable: • to, or to a third party on behalf of, a Holder or beneficial owner who is liable for any present or future taxes, duties, assessments or governmental charges in respect of a Note by reason of the existence of any present or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of such holder or beneficial owner, if such Holder or beneficial owner is an estate, a trust, a partnership, a limited liability company or a corporation) and the Relevant Jurisdiction, including, without limitation, such Holder or beneficial owner (or such fiduciary, settlor, beneficiary, member or shareholder) being or having been a citizen or resident thereof or being or having been engaged in a trade or business or present therein or having, or having had, a permanent establishment therein, other than the mere holding of the Note or enforcement of rights and the receipt of payments with respect to the Note; • in respect of Notes presented (if presentation is required) more than 30 days after the Relevant Date (as defined below) except to the extent that the Holder of such Note would have been entitled to such Additional Amounts, on surrender of such Note for payment on the last day of such period of 30 days; • in respect of any tax, duty, assessment or other governmental charge imposed on a Note presented for payment by or on behalf of a Holder or beneficial owner who would have been able to avoid that withholding or deduction by presenting the relevant Note to another paying agent in a member state of the European Union; • in relation with the application of Luxembourg law of December 23, 2005, as amended from time to time, introducing a 20% withholding tax on certain interest payments made for the immediate benefit of individuals resident in Luxembourg; • in respect of any tax, duty, assessment or other governmental charge imposed or withheld pursuant to Sections 1471 through 1474 of the Code, as of the date of this Indenture (or any amended or successor version), current or future U.S. Treasury Regulations issued thereunder or any official interpretation thereof, any agreement entered into pursuant to Section 1471(b) of the Code, any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code or any fiscal or governmental regulations, rules or practices adopted pursuant to such intergovernmental agreement; • to, or to a third party on behalf of, a Holder or beneficial owner who is liable for any present or future taxes, duties, assessments or other governmental charges by reason of such Holder’s or a beneficial owner’s failure to comply with any certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with the Relevant Jurisdiction, if (1) compliance is required by the Relevant Jurisdiction as a precondition to exemption from, or reduction in the rate of, the tax, duty, assessment or other governmental charge and (2) the Company has given at least 30 days’ notice that Holders or beneficial owners will be required to comply with such certification, identification or other requirement; • in respect of any estate, inheritance, gift, sales, transfer, capital gains, excise or personal property or similar tax, duty, assessment or governmental charge; • in respect of any tax, duty, assessment or other governmental charge which is payable other than by deduction or withholding from payments of principal of or interest on the Note or by direct payment by the Company or the Subsidiary Guarantors in respect of claims made against the Company or the Subsidiary Guarantors; or • in respect of any combination of the above. In addition, no Additional Amounts shall be paid with respect to:to any payment on a Note to a Holder who is a fiduciary, a partnership, a limited liability company or other than the sole beneficial owner of that payment to the extent that payment would be required by the laws of the Relevant Jurisdiction to be included in the income, for tax purposes, of a beneficiary or settlor with respect to the fiduciary, a member of that partnership, an interest Holder in a limited liability company or a beneficial owner who would not have been entitled to the Additional Amounts had that beneficiary, settlor, member or beneficial owner been the Holder.

Additional Amounts. All payments made by or on behalf of the CompanyIssuer, the Subsidiary Guarantors or any successor thereto (each, a “Payor”) under, under or with respect toto this Note, and by the Securities Guarantor under or with respect to the Note Guarantees will Parent Guarantee, shall be made free and clear of and without withholding or deduction deduction, for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed, levied, collected imposed or assessed by or on behalf of (1) the Grand Duchy of Luxembourg or any political subdivision or governmental authority thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Securities or the Note Guarantees is made levied by or on behalf of the Payorgovernment of Luxembourg, The Netherlands or Poland or any political subdivision or governmental taxing authority or agency thereof or therein having the power to tax or (3hereinafter "Taxes") any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) and (3), a “Relevant Taxing Jurisdiction”), unless the withholding Issuer or deduction of such the Guarantor, as the case may be, is required to withhold or deduct Taxes is then required by law or by the interpretation or administration thereof. If the Issuer or the Guarantor is so required to withhold or deduct any deduction or withholding for, amount for or on account of, any of Taxes of any Relevant Taxing Jurisdiction will at any time be required from any payments payment made under or with respect to the Securities this Note or the Note Guarantees including payments of principalParent Guarantee, premium, if any, redemption price or interestrespectively, the Payor Issuer or the Guarantor will pay (together with such payments) such additional amounts (the “"Additional Amounts”") as may be necessary in order so that the net amounts in respect of such payments amount received by each Holder, Holder (including Additional Amounts) after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than the amounts which 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 required to be withheld or deductiondeducted; provided, however, that no such the foregoing obligation to pay Additional Amounts does not apply to (a) any Taxes that would not have been so imposed but for the existence of any present or former connection between the 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, trust or corporation) and Luxembourg, The Netherlands or Poland or any political subdivision or taxing authority or agency thereof or therein (other than the mere receipt of such payment or the ownership or holding outside of Luxembourg, The Netherlands or Poland of such Note); (b) any estate, inheritance, gift, sales, excise, transfer, personal property tax or similar tax, assessment or governmental charge; or (c) any Taxes payable otherwise than by deduction or withholding from payments of principal of (or premium, if any, on) or interest on such Note; nor will Additional Amounts be paid (i) if the payment could have been made without such deduction or withholding if the beneficiary of the payment had presented the Note 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, except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30-day period, or (ii) with respect to:to any payment of principal of (or premium, if any, on) or interest on such Note to any Holder who is a fiduciary or partnership 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 (iii) where a holder would have been able to avoid withholding or deduction by presenting such Note to another Paying Agent for payment. The foregoing provisions shall survive any termination or discharge of the Indenture and shall apply mutatis mutandis to any jurisdiction in which any successor Person to the Issuer or the Guarantor is organized or any political subdivision or taxing authority or agency thereof or therein.

Additional Amounts. All payments made by the Company on the Notes (whether or on behalf not in the form of the Company, the Subsidiary Guarantors or any successor thereto (each, a “Payor”Definitive Notes) under, or with respect to, the Securities or the Note Guarantees will be made free and clear of and without withholding or deduction for for, or on account of of, any present or future taxtaxes, dutyduties, levy, impost, assessment assessments or other governmental charge (including penalties, interest and other liabilities related thereto) charges of whatever nature (collectively, “"Taxes”") imposed, levied, collected imposed or assessed levied by or on behalf of (1) Luxembourg, the Grand Duchy of Luxembourg United States, Ireland or any political subdivision or governmental authority of any thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Securities or the Note Guarantees Notes is made by or on behalf of the Payormade, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which a the Payor is organized, resident organized or deemed otherwise considered to be doing businessa resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses of clause (1), (2) and (3), a “"Relevant Taxing Jurisdiction”"), unless the withholding or deduction of such Taxes is then required by law or the interpretation or administration thereoflaw. If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction will shall at any time be required from any payments made with respect to the Securities Notes or under the Note Guarantees Subsidiary Guarantee, including payments of principal, premiumRedemption Price, interest, premium or Liquidated Damages, if any, redemption price or interest, the Payor will pay (together with such payments) such additional amounts (the “"Additional Amounts”") as may be necessary in order that the net amounts received in respect of such payments received by each Holderthe Holders of Notes or the Trustee, as the case may be, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than equal the amounts which would have been received by each Holder in respect of such payments on the Notes in the absence of such withholding or deduction; providedPROVIDED, howeverHOWEVER, that no such Additional Amounts will be payable with respect to:

Additional Amounts. All payments made Unless otherwise specified in any Board Resolution or other appropriate corporate authorization 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 deduction or withholding for any present or future taxes or other governmental charges of the jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the Issuer or the Guarantor is incorporated, shall at any time be required by such jurisdiction (or any such political subdivision or taxing authority) (each a "Relevant Jurisdiction") in respect of any amounts to be paid by the Issuer of principal of or interest on a Security of any series, or by the Guarantor under the Guarantees, the Issuer or the Guarantor, as the case may be, will pay to the Holder of a Security of such series such additional amounts as may be necessary in order that the net amounts paid to such Holder of such Security shall be not less than the amounts specified in such Security or coupon to which such Holder is entitled; provided, however, that the Issuer or the Guarantor, as the case may be, shall not be required to make any payment of additional amounts for or on behalf account of: (a) any tax or other governmental charge which would not have been imposed but for the existence of any present or former connection between such Holder and the Relevant Jurisdiction (other than the mere holding of a Security and the receipt of payments thereon), including, without limitation, such Holder 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; (b) any tax or other governmental charge which would not have been imposed but for the status of such Holder as an individual resident of a member state of the CompanyEuropean Union; (c) any tax or other governmental charge that would not have been imposed but for a failure to comply with any applicable certification, information, identification, documentation or other reporting requirements concerning the Subsidiary Guarantors nationality, residence, identity or connection with the Relevant Jurisdiction if such compliance is required as a precondition to relief or exemption from such tax or other governmental charge (including without limitation a certification that such Holder is not resident in the Relevant Jurisdiction); (d) any successor thereto (each, tax or other governmental charge which would not have been imposed but for a “Payor”) underchange in law that becomes effective more than 30 days after a payment by the Issuer on a Security of any series, or with respect toby the Guarantor under the Guarantees, as the Securities case may be, becomes due and payable, or the Note Guarantees will is duly provided for and notice thereof is duly published, whichever occurs later; (e) any tax or other governmental charge required to be withheld by any Paying Agent from a payment on a Security, if such payment can be made free without such deduction or withholding by any other Paying Agent; or (f) any combination of items (a), (b), (c), (d) and clear of and without (e) above. The foregoing provisions shall apply mutatis mutandis to any withholding or deduction for or on account of any present or future taxes 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. As used in (a), (b) and (c) above, references to Holder shall include 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. 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 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 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 Officer's Certificate, the Issuer will furnish the Trustee and the Issuer's principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer's 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 without withholding for or on account of any tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed, levied, collected or assessed by or on behalf of (1) the Grand Duchy of Luxembourg or any political subdivision or governmental authority thereof or therein having power to tax, (2) any jurisdiction from or through which payment on described in the Securities or the Note Guarantees is made by or on behalf of the Payor, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) and (3), a “Relevant Taxing Jurisdiction”), unless the withholding or deduction of such Taxes is then required by law or the interpretation or administration thereofthat series. If any deduction or such withholding forshall be required, or on account of, any Taxes of any Relevant Taxing Jurisdiction will at any time be required from any payments made with respect to then such Officer's Certificate shall specify by country the Securities or the Note Guarantees including payments of principal, premiumamount, if any, redemption price required to be withheld on such payments to such Holders of Securities and the Issuer or interestthe Guarantor, as the Payor case may be, will pay (together with to the Trustee or such payments) such Paying Agent or Paying Agents the additional amounts (required by this Section. Each of the “Additional Amounts”) as may be necessary 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 order connection with actions taken or omitted by any of them in reliance on any Officer's Certificate furnished pursuant to this Section, except to the extent that the net amounts in respect of such payments received by each Holder, after such withholding or deduction (including any such deduction loss, liability or withholding from such Additional Amounts), will not be less than the amounts which would have been received by each Holder in respect of such payments in the absence of such withholding expense is due to its own negligence or deduction; provided, however, that no such Additional Amounts will be payable with respect to:bad faith.

Additional Amounts. This provision shall apply only in the event that the Borrower becomes, or a successor to the Borrower is, a corporation organized or existing under the laws of the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands. All payments made by the Borrower on this Bridge Note shall be made without deduction for or on behalf of the Companyaccount of, the Subsidiary Guarantors any and all present or any successor thereto (eachfuture taxes, a “Payor”) underduties, assessments, or with respect togovernmental charges of whatever nature unless the deduction or withholding of such taxes, the Securities duties, assessments or the Note Guarantees will be made free and clear of and without governmental charges is then required by law. If any deduction or withholding or deduction for or on account of any present or future taxtaxes, duty, levy, impost, assessment assessments or other governmental charge charges of the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed, levied, collected or assessed by or on behalf of (1) the Grand Duchy of Luxembourg or any political subdivision or governmental taxing authority thereof or therein having power to tax, (2therein) any jurisdiction from or through which payment on the Securities or the Note Guarantees is made by or on behalf of the Payor, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) and (3), a “Relevant Taxing Jurisdiction”), unless the withholding or deduction of such Taxes is then required by law or the interpretation or administration thereof. If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction will shall at any time be required from in respect of any payments made with respect amounts to be paid by the Securities or the Note Guarantees including payments of principal, premium, if any, redemption price or interestBorrower under this Bridge Note, the Payor will Borrower shall pay (together with such payments) or cause to be paid such additional amounts (the “"Additional Amounts”") as may be necessary in order that the net amounts in respect of such payments received by each Holder, a Holder of this Bridge Note after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will shall be not be less than the amounts specified in this Bridge Note to which would have been received by each the Holder in respect of such payments in the absence of such withholding or deductionthis Bridge Note is entitled; provided, however, that no the Borrower shall not be required to make any payment of Additional Amounts for or on account of: (a) any tax, assessment or other governmental charge to the extent such tax, assessment or other governmental charge would not have been imposed but for (i) the existence of any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, nominee, trust, partnership or corporation), other than the holding of this Bridge Note or the receipt of amounts payable in respect of this Bridge Note, and the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands (or any political subdivision or taxing authority thereof or therein) including, without limitation, such Holder (or such fiduciary, settlor, 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 this Bridge Note (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, except to the extent that the Holder would have been entitled to Additional Amounts had this Bridge Note been presented on the last day of such period of 30 days; (b) any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure to comply by the Holder of this Bridge Note or, if different, the beneficial owner of the interest payable on this Bridge Note, with a timely request of the Borrower addressed to such Holder or beneficial owner to provide information, documents or other evidence concerning the nationality, residence, identity or connection with the taxing jurisdiction of such Holder or beneficial owner which is required or imposed by a statute, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from all or part of such tax, assessment or governmental charge; (c) any estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or other governmental charge; (d) any tax, assessment or other governmental charge which is collectible otherwise than by withholding from payments of principal amount, redemption amount, Change of Control Payment or interest with respect to a Bridge Note or withholding from the proceeds of a sale or exchange of a Bridge Note; (e) any tax, assessment or other governmental charge required to be withheld by any Paying Agent from any payment of principal amount, redemption amount, Change of Control Payment or interest with respect to a Bridge Note, if such payment can be made, and is in fact made, without such withholding by any other Paying Agent located inside the United States; (f) any tax, assessment or other governmental charge imposed on a Holder that is not the beneficial owner of a Bridge Note to the extent that the beneficial owner would not have been entitled to the payment of any such Additional Amounts will had the beneficial owner directly held the Bridge Note; (g) any combination of items (a), (b), (c), (d), (e) and (f) above; nor shall Additional Amounts be payable with respect to:paid with

Additional Amounts. All payments made by At least 10 days prior to the first date on which payment of principal, premium, if any, or interest on behalf of the CompanyNotes is to be made, and at least 10 days prior to any subsequent such date if there has been any change with respect to the matters set forth in the Officers' Certificate described in this Section 4.20, the Subsidiary Guarantors or any successor thereto (eachCompany will furnish the Trustee and the Paying Agent, a “Payor”) underif other than the Trustee, with an Officers' Certificate instructing the Trustee and the Paying Agent whether such payment of principal, premium, if any, or with respect to, interest on the Securities Notes (whether or not in the Note Guarantees will form of Definitive Notes) shall be made free and clear of and to the Holders without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge charges of whatever nature (including penalties, interest and other liabilities related theretocollectively "Taxes") (collectively, “Taxes”) imposed, levied, collected imposed or assessed levied by or on behalf of (1) The Netherlands or any jurisdiction in which the Grand Duchy of Luxembourg Company or any Surviving Entity is organized or is otherwise resident for tax purposes or any political subdivision or governmental authority thereof or therein any authority having power to tax, (2) tax therein or any jurisdiction from or through which payment on the Securities or the Note Guarantees is made by or on behalf of the Payor, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) and (3), a “"Relevant Taxing Jurisdiction”"), unless the withholding or deduction of such Taxes is then required by law or the interpretation or administration thereoflaw. If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction will Jurisdiction, shall at any time be required from on any payments made by the Company with respect to the Securities or the Note Guarantees Notes, including payments of principal, redemption price, interest or premium, then such Officers' Certificate shall specify the amount, if any, redemption price or interest, required to be withheld on such payments to such Holders and the Payor Company will pay (together with such payments) such to the Trustee or the Paying Agent the additional amounts pursuant to paragraph 2 of the Notes (the “63 63 "Additional Amounts”") as may be necessary in order that and upon request shall provide the net amounts in respect Trustee with documentation satisfactory to the Trustee evidencing the payment of such payments received by each Holder, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than the amounts which would have been received by each Holder in respect . Copies of such payments documentation shall be made available to the Holders upon request. The Company shall indemnify the Trustee and the Paying Agent for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in the absence connection with actions taken or omitted by any of such withholding or deduction; provided, however, that no such Additional Amounts will be payable with respect to:them in reliance on any Officers' Certificate furnished to them pursuant to this Section 4.20.

Additional Amounts. All (1) Any payments made by or on behalf of the Company, the Subsidiary Guarantors or any successor thereto (each, a “Payor”) under, Corporation under or with respect to, to the Securities or the Note Guarantees Debentures will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penaltiescharge, interest excluding, in respect of a Holder or Beneficial Holder, branch profits taxes, franchise taxes and other liabilities related thereto) taxes imposed on net income or capital (collectively, “Taxes”) imposed, levied, collected or assessed by or on behalf of (1) the Grand Duchy of Luxembourg or any political subdivision or governmental authority thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Securities or the Note Guarantees is made by or on behalf of the Payor, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) and (3), a “Relevant Taxing Jurisdiction”), unless the withholding Corporation or deduction of such any other payor is required to withhold or deduct Taxes is then required by law Applicable Law or by the interpretation or administration thereofthereof by a relevant Governmental Authority. If the Corporation or any deduction other payor of any amount under or withholding for, in respect of the Debentures (including any amount paid in respect or proceeds of disposition of the Debenture to a Debentureholder) is so required to withhold or deduct any amount for or on account of, any of Taxes of any Relevant Taxing Jurisdiction will at any time be required from any payments payment made under or with respect to the Securities or Debentures in respect of any such payment by the Note Guarantees including payments of principal, premium, if any, redemption price or interestCorporation, the Payor Corporation will make such withholding or deduction and will remit the full amount withheld or deducted to the relevant Governmental Authority as and when required by Applicable Law and the Corporation will pay to the Trustee or, in respect of any amount paid by any payor other than the Corporation of any amount under or in respect of the Debentures (together with such paymentsincluding any amount paid in respect of proceeds of disposition of the Debentures to a Debentureholder) will pay to each Debentureholder such additional amounts (the “Additional Amounts”) as may be necessary in order so that the net amounts in respect of such payments amount received by each Holder, Holder (including Additional Amounts) after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than the amounts which 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 such Additional Amounts will be payable with respect to:to any payment to a Holder (an “Excluded Holder”) in respect of a Beneficial Holder who is liable for such Taxes in respect of such Debentures (i) by reason of such Holder or Beneficial Holder being a Person with whom the Corporation is not dealing at arm’s length for the purposes of the Income Tax Act (Canada) (the “Tax Act”) at the time of making such payment, (ii) by reason of the existence of any present or former connection between such Holder or Beneficial Holder and the jurisdiction imposing such Tax, other than, in either case, solely by reason of the Holder’s activity in connection with purchasing the Debentures, the mere holding, deemed holding, use or ownership of the Debentures, or receiving payments under or enforcing any rights in respect of such Debentures, (iii) by reason of such Holder or Beneficial Holder being a “specified shareholder” of the Corporation (within the meaning of Section 18(5) of the Tax Act) at the time of payment or deemed payment, or by reason of such Holder or Beneficial Holder not dealing at arm’s length for the purposes of the Tax Act with a “specified shareholder” of the Corporation at the time of payment or deemed payment; (iv) by reason of the failure of the Holder or Beneficial Holder of a Debenture to comply with certification, information or other reporting requirements if such compliance is required or imposed by a statute, treaty or regulation or administrative practice of the relevant Governmental Authority as a precondition to exemption from or reduction in all or part of such Taxes, deduction or withholding; or (v) for any estate, inheritance, gift, sales or any similar Taxes.

Additional Amounts. (a) All payments made by or on behalf of the Companyof, the Subsidiary Guarantors Company or Tornier (or any successor thereto (each, a “Payor”entity) under, under or with respect to, to the Securities notes or the Note Guarantees any guarantee will 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 penalties, interest and any other liabilities related thereto, and, for the avoidance of doubt, including any withholding or deduction for or on account of any of the foregoing) (collectively, “Taxes”) imposed, levied, collected or assessed by or on behalf of (1) the Grand Duchy of Luxembourg or any political subdivision or governmental authority thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Securities or the Note Guarantees is made by or on behalf of the Payor, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) and (3), a “Relevant Taxing Jurisdiction”), unless the withholding or deduction of such Taxes is then required by law law. To the extent Tornier (or any successor entity) is not a “United States person” as defined in section 7701(a)(30) of the interpretation or administration thereof. If U.S. Internal Revenue Code of 1986, as amended (the “Code” and any such person that is not a “United States person”, a “non-U.S. person”) and any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction in which a non-U.S. person is then 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 payment is made by or on behalf of such non-U.S. person (including, without limitation, the jurisdiction of any Relevant Taxing Jurisdiction paying agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”), will at any time be required to be made from any payments made under or with respect to any guarantee of the Securities or the Note Guarantees including Notes, including, without limitation, payments of principal, purchase price, interest or premium, if any, redemption price or interest, the Payor such non-U.S. person will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received and retained in respect of such payments received by each Holder, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than equal the respective amounts which of cash 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 such Additional Amounts will be payable with respect to:

Additional Amounts. All (a) The Company will make all payments made by of cash or deliveries of Ordinary Shares, Reference Property or otherwise (whether upon conversion, repurchase, redemption, maturity or otherwise) on behalf account of the Company, the Subsidiary Guarantors or any successor thereto (each, a “Payor”) under, or with respect to, the Securities or the Note Guarantees will be made free and clear of and without withholding or deduction for or deducting on account of any present or future tax, duty, levy, impost, assessment or other governmental charge in the nature of a tax (including including, without limitation, penalties, interest and other liabilities related additions thereto) (collectively, a “TaxesTax”) imposed, levied, collected imposed or assessed by or on behalf of (1) the Grand Duchy of Luxembourg or any political subdivision or governmental authority thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Securities or the Note Guarantees is made levied by or on behalf of the Payorgovernment of any jurisdiction in which the Company, or any entity that assumes the Company’s rights and obligations under the Securities (a “Surviving Person”) is or is deemed to be organized, resident or doing business for tax purposes (or any political subdivision or governmental taxing authority thereof or therein having the power to tax or therein) (3) any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) and (3)each, a “Relevant Taxing Jurisdiction”), unless the such withholding or deduction of such Taxes is then required by law law, rule, regulation or governmental policy having the force of law. If such withholding or deduction is required, the Company or the interpretation Surviving Person, as the case may be, shall make such withholding or administration thereof. If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction will at any time be required from any payments made with respect to the Securities or the Note Guarantees including payments of principal, premium, if any, redemption price or interest, the Payor will and pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order so that the net amounts in respect amount of such payments cash, Ordinary Shares or Reference Property, as applicable, received by each Holder, Holder of Securities after such the withholding or deduction (including any such deduction or withholding from such with respect to Additional Amounts), ) will not be less than the amounts which amount of cash, Ordinary Shares or Reference Property, as applicable, the Holder would have received if the Relevant Jurisdiction Taxes had not been received by each Holder in respect of such payments in withheld or deducted. Notwithstanding the absence of such withholding or deduction; providedforegoing, however, that no such Additional Amounts will be payable payable: Table of Contents (i) for or on account of any Taxes imposed by reason of the failure of the relevant Holder or beneficial owner of Securities to comply with respect to:a timely request from the Company or any successor to provide certification, information, documents or other evidence concerning such Holder’s nationality, residence, identity or connection with the Relevant Jurisdiction, or to make any declaration or satisfy any other reporting requirement relating to such matters, if and to the extent that such Holder is legally eligible to comply with such request and such certification, information, documents or other evidence is required by statute, treaty, regulation or administrative practice of the Relevant Jurisdiction in order to reduce or eliminate any withholding or deduction;

Additional Amounts. All (a) Subject to Clause 4.1(b), all payments made by or on behalf of the Company, the Subsidiary Guarantors or any successor thereto (each, a “Payor”) under, each Guarantor under or with respect to, the Securities or the Note Guarantees to this Guarantee will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment assessment, or other governmental charge (including penalties, interest and other liabilities related thereto) (collectively, “"Taxes”") imposed, levied, collected imposed or assessed levied by or on behalf of (1) the Grand Duchy of Luxembourg any government or any political subdivision or governmental territory or possession of any government or authority or Agency therein or thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Securities or the Note Guarantees is made by or on behalf of the Payor, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) and (3)each, a “Relevant "Taxing Jurisdiction”Authority") within the jurisdiction in which the relevant Guarantor is resident for tax purposes or Luxembourg (or any Qualifying Jurisdiction in which the Lender or any successor thereto is resident for tax purposes), unless the withholding relevant Guarantor is required to withhold or deduction of such deduct Taxes is then required by law or by the interpretation or administration thereof. For the avoidance of doubt, this Clause 4.1 shall not apply to any Taxes on income payable by the Lender. (b) If at any deduction time a Guarantor is required to withhold or withholding for, deduct any amount for or on account of, any of Taxes imposed or levied by or on behalf of any Relevant Taxing Authority within the jurisdiction in which the relevant Guarantor is resident for tax purposes or Luxembourg (or any Qualifying Jurisdiction will at in which the Lender or any time be required successor thereto is resident for tax purposes) from any payments payment made under or with respect to the Securities or Guarantee, that Guarantor, failing which the Note Guarantees including payments of principalother Guarantors, premiumshall, if anyon the due date for such payment, redemption price or interest, the Payor will pay (together with such payments) such additional amounts (the “"Additional Amounts”") as may be necessary in order so that the net amounts in respect of such payments amount received by each Holder, the Lender (including Additional Amounts) in U.S. dollars after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than the amounts which amount the Lender would have received if such Taxes had not been received by each Holder withheld or deducted and free from liability in respect of such payments in the absence of such withholding or deduction; provided, however, that no for the avoidance of doubt, such Additional Amounts will shall not be payable with respect to any Taxes on income payable by the Lender. (c) Each Guarantor will also: (i) make such withholding or deduction; and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. (d) If the Lender pays any amount in respect of such Taxes, in respect of which Additional Amounts are payable (without prejudice to:, and duplication of, the provisions of Clause 4.3 (Tax Indemnity)), each relevant Guarantor shall reimburse the Lender in U.S. dollars for such payment on demand. (e) Whenever this Guarantee mentions, in any context, the payment of amounts based upon the principal or premium, if any, interest or of any other amount payable under or with respect to the Loan or the Guarantee, this includes, without duplication, payment of any Additional Amounts and Tax Indemnity Amounts that may be applicable. The foregoing provisions shall apply, modified as necessary, to any Taxes imposed or levied by any Taxing Authority in any jurisdiction in which any Guarantor or any successor of the Borrower or of any Guarantor is organised. 4.2

Additional Amounts. All payments made by or on behalf of the CompanyIssuer, the Subsidiary Guarantors Co-Obligor or any successor thereto (each, a “Payor”) under, of the Guarantors under or with respect to, to the Securities Notes or the any Note Guarantees Guarantee will 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 penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed, levied, collected or assessed by or on behalf of (1) the Grand Duchy of Luxembourg or any political subdivision or governmental authority thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Securities or the Note Guarantees is made by or on behalf of the Payor, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) and (3), a “Relevant Taxing Jurisdiction”), Taxes unless the withholding or deduction of such Taxes is then required by law or the interpretation or administration thereoflaw. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction in which the Issuer, the Co-Obligor or any Guarantor (including any successor entity), is then 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 payment is made by or on behalf of the Issuer, the Co-Obligor or any Guarantor (including, without limitation, the jurisdiction of any Relevant Taxing Jurisdiction Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”), will at any time be required to be made from any payments made under or with respect to the Securities Notes or the any Note Guarantees including Guarantee, including, without limitation, payments of principal, redemption price, purchase price, interest or premium, if any, redemption price or interestthe Issuer, the Payor Co-Obligor or the relevant Guarantor, as applicable, will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received and retained in respect of such payments received by each Holder, holder or beneficial owner of Notes after such withholding or deduction (including any such withholding, deduction or withholding from such Additional Amounts), imposition will not be less than equal the respective amounts which of cash 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 such Additional Amounts will be payable with respect to:

Additional Amounts. (a) All payments made by or on behalf of the Company, the Subsidiary Guarantors Issuers or any successor thereto (each, a “Payor”) under, Guarantor under or with respect to, to the Securities Notes or the Note Guarantees will 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 similar governmental charge (including penalties, additions to tax, interest and other liabilities related thereto) (collectively, hereinafter “Taxes”) imposed, levied, collected or assessed by or on behalf of (1) the Grand Duchy of Luxembourg or any political subdivision or governmental authority thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Securities or the Note Guarantees is made by or on behalf of the Payor, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) ” and (3)each, a “Relevant Taxing JurisdictionTax”), ) unless the withholding or deduction of such Taxes is then required by law or the interpretation or administration thereoflaw. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of any Relevant Taxing Jurisdiction jurisdiction in which the Issuers or any Guarantor (including any successor entity) is incorporated, organized, carrying on a business through a branch, agency or permanent establishment or is treated as resident for tax purposes or any jurisdiction by or through which payment is made by or on behalf of the Issuers or any Guarantor (including any successor entity) under or with respect to the Notes or Note Guarantees or any political subdivision thereof or therein (each a “Specified Tax Jurisdiction” and such Taxes, “Indemnified Taxes”), will at any time be required to be made from any payments made under or with respect to the Securities Notes or the Note Guarantees including payments of principal, premium, if any, redemption price or interestGuarantees, the Payor relevant Issuer or Guarantor or other payor, 96 as applicable, 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 received by each Holder, Holder after such withholding or deduction (including any such withholding or deduction or withholding from such Additional Amounts), ) will not be less than the amounts amount such Holder would have received if such Indemnified Taxes had not been withheld or deducted. (b) Indemnified Taxes do not include: (1) any Taxes to the extent such Taxes would not have been so imposed but for the Holder (or a fiduciary, settlor, beneficiary, member, partner or shareholder of such Holder, if such Holder is an estate, a trust, a partnership, or a corporation) having any present or former connection with the Specified Tax Jurisdiction, including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member or shareholder) being or having been a citizen or resident thereof, being organized, incorporated or domiciled therein, being or having been engaged in a trade or business or present therein or having, or having had, a permanent establishment therein (other than arising solely from the mere acquisition, ownership, holding, enforcement, exercise of rights or receipt of payment in respect of the Notes or the Note Guarantees); (2) any estate, inheritance, gift, sales, excise, transfer, capital gains, personal property Tax or similar Taxes; (3) any Taxes to the extent such Taxes are imposed as a result of the failure of the Holder or beneficial owner of the Notes(i) to complete, execute and deliver to the Issuers, or the relevant Guarantor, as applicable, any form or document that such Holder or beneficial owner legally can complete, execute, and deliver, that may be required by law (or by reason of administration of such law) or tax treaty and that is reasonably requested to be delivered to the Issuers or the relevant Guarantor in order to enable the Issuers or the relevant Guarantor to make payments on the Notes without deduction or withholding for Taxes, or with deduction or withholding of a lesser amount, or (ii) to deliver such form or document within 30 days of a written request therefor by any of the Issuers or the relevant Guarantor; (4) any Taxes to the extent such Taxes would not have been so imposed but for the beneficiary of the payment having presented a Note for payment (in cases in which presentation is required) more than 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 (except to the extent that the Holder would have been received entitled to Additional Amounts had the Note been presented on the last day of such 30-day period); (5) any Taxes to the extent such Taxes are imposed on a Note presented for payment by each or on behalf of a Holder or beneficial owner who would have been able to avoid such Tax by presenting the relevant Note to another Paying Agent in a member state of the European Union; (6) any Taxes to the extent such Taxes are payable other than by deduction or withholding at source; 97 (7) any Taxes imposed pursuant to sections 1471 through 1474 of the Code, any regulations thereunder or official interpretations thereof, any intergovernmental agreement between the United States and another jurisdiction facilitating the implementation thereof (or any fiscal or regulatory legislation, rules or practices implementing such an intergovernmental agreement), or any agreement entered into pursuant to section 1471(b)(1) of the Code; and (8) any combination of items (1) through (7) above. (c) Neither the Issuers nor the relevant Guarantor will pay any Additional Amounts to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of the Note to the extent that the obligation to pay Additional Amounts would be reduced or eliminated by transferring the Notes in question to the sole beneficial owner, but only if there is no material commercial or legal impediment to, or material cost associated with, transferring the Notes to the sole beneficial owner. (d) For avoidance of doubt, any reference in this Indenture to the payment of amounts based upon the principal amount of the Notes or of principal, interest or any other amount payable under, or with respect to, the Notes or the Note Guarantees, will be deemed to include payment of Additional Amounts as described above to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. For the further avoidance of such payments doubt, with respect to Notes represented by a global note, a Holder with respect to Additional Amounts shall be deemed to include a Holder representing the interests of a beneficial owner of the Notes or acting on behalf of a beneficial owner of the Notes. (e) The Issuers or the relevant Guarantor, as applicable, will also pay any present or future stamp, issue, registration, value added, court or documentary Taxes or any other excise or property Taxes (including penalties, additional amounts, interest and any other liabilities and reasonable expenses related thereto) that arise in any Specified Tax Jurisdiction from the absence execution, delivery, enforcement or registration of such withholding the Notes, the Note Guarantees, this Indenture or deduction; providedany other document or instrument in relation thereof. (f) If the Issuers or any Guarantor becomes obligated to pay Additional Amounts, however, they will deliver to the Trustee and Paying Agent an Officer’s Certificate stating the fact that no such Additional Amounts will be payable and the amount estimated to be so payable, along with respect to:other information reasonably necessary to enable the Trustee and Paying Agent to pay Additional Amounts to Holders on the relevant payment date. (g) The Issuer or the relevant Guarantor will make all withholdings and deductions required by law and will remit the full amount deducted or withheld to the relevant taxing authority in accordance with applicable law. The Issuer will provide to the Trustee (or to a holder upon request) within 60 days after the date the payment of any Taxes so withheld or deducted is made an official receipt or, if official receipts are not obtainable, other documentation reasonably satisfactory to the Trustee or the holder (as applicable) evidencing the payment of any Taxes so deducted or withheld. 98 (h) The obligations of the Issuers and the Guarantors to pay Additional Amounts and other amounts described above will survive any termination, defeasance or discharge of this Indenture and any transfer by a Holder of its Notes, and will apply mutatis mutandis to any jurisdiction in which any successor person to any of the Issuers or any Guarantor is organized, incorporated, engaged in business or is otherwise resident or treated as resident for tax purposes or any jurisdiction from or through which payment is made or any political subdivision or authority or agency thereof or therein. Section 4.22. [reserved] Section 4.23.

Additional Amounts. All payments and deliveries made by or on behalf of the CompanyCompany or any Guarantor, the Subsidiary Guarantors or any successor thereto (eachto the Company or any Guarantor, a “Payor”) under, under or with respect to any Note or Note Guarantee, including, but not limited to, payments of principal (including the Securities Fundamental Change Repurchase Price and Redemption Price, if applicable), payments of interest, including any Additional Interest, and payments of cash and/or deliveries of the Common Stock (together with any Interest Make-Whole Payment or the Interest Make-Whole Premium) upon exchange and any payments under any Note Guarantees will Guarantee pursuant to Article 16, shall be made free and clear of and without withholding or deduction for for, or on account of of, any present or future taxtaxes, dutyduties, levy, impost, assessment assessments or other governmental charge charges of whatever nature imposed or levied (including penalties, any penalties and interest and other liabilities related thereto) (collectively, “Applicable Taxes”) imposed, levied, collected or assessed by or on behalf of within (1) the Grand Duchy of United States, the U.K. or Luxembourg or (or, in each case, any political subdivision or governmental taxing authority thereof or therein having power to taxtherein), (2) any jurisdiction from or through which payment on the Securities or the Note Guarantees is made by or on behalf of the Payor, (or any political subdivision or governmental taxing authority thereof or therein having therein) in which the power to Company or any Guarantor or any of their successors are, for tax purposes, incorporated, organized or resident or doing business or (3) any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, (or any political subdivision or governmental taxing authority thereof or therein having the power to tax therein) through which payment is made (each jurisdiction described in clauses of (1), (2) and (3), as applicable, a “Relevant Taxing Jurisdiction”), unless the such withholding or deduction of such Taxes is then required by law law. In the event that any such withholding or deduction is so required by law, the Company or the interpretation or administration thereof. If any deduction or withholding forrelevant Guarantor, or on account ofas appropriate, any Taxes of any Relevant Taxing Jurisdiction will at any time be required from any payments made with respect shall pay to the Securities or the Holder of each Note Guarantees including payments of principal, premium, if any, redemption price or interest, the Payor will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order to ensure that the net amounts in respect of such payments amount received by each Holder, the beneficial owner after such withholding or deduction (including and after deducting any such deduction or withholding from such Applicable Taxes on the Additional Amounts), ) will not be less than equal the amounts which amount 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 such Additional Amounts additional amounts will be payable with respect topayable:

Additional Amounts. All payments made by or on behalf of the Company, the Subsidiary Guarantors or any successor thereto (each, a “Payor”) underof, or with in respect toof, principal of and interest on the Securities or the Note Guarantees will shall be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed, levied, collected or assessed by or on behalf of (1) the Grand Duchy of Luxembourg or any political subdivision or governmental authority thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Securities or the Note Guarantees is made by or on behalf of the Payor, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) and (3), a “Relevant Taxing Jurisdiction”), unless the withholding or deduction of such Taxes is then required by law or the interpretation or administration thereof. If any deduction or withholding for, or on account of, any Taxes present or future taxes, duties, assessments or governmental charges of any Relevant kind whatever imposed or levied by or on behalf of the U.K. or any political subdivision or any Taxing Jurisdiction will at authority thereof or therein ("U.K. Withholding Taxes"), unless such U.K. Withholding Taxes are required by the U.K. or any time such subdivision or authority to be required from any payments made with respect withheld or deducted. In the event of (i) 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 U.K. Income and Corporation Taxes Act 1988) (a "Listing Failure"), the effect of which, in each case, is to require the withholding or deduction by the Company or the Guarantors pursuant to the Securities or the Note Guarantees including payments Guarantees, respectively, of principal, premium, if any, redemption price any amount for U.K. Withholding Taxes that would not have been required to be withheld or interestdeducted absent such event, the Payor Company or the Guarantors, as the case may be, will pay (together with such payments) such additional amounts (the “"Additional Amounts”") as may be necessary on the Securities that result (after deduction or withholding of such U.K. Withholding Taxes, including any deduction or withholding of such U.K. Withholding Taxes with respect to such Additional Amounts) in order the payment to each Holder of a Security the amounts that the net amounts would have been payable in respect of such payments received by each Holder, after Security had no such withholding or deduction (including any such deduction or withholding from such Additional Amounts)been required, will not be less than the amounts which would have been received by each Holder in respect of such payments in the absence of such withholding or deduction; provided, however, except that no such Additional Amounts will shall be so payable with respect tofor or on account of:

Additional Amounts. All payments made by or on behalf of the Companyprincipal of and premium, the Subsidiary Guarantors or if any, interest (including any successor thereto (each, a “Payor”Additional Interest) underand any other amounts on, or with in respect toof, the Securities or the Note Guarantees will of any series shall be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed, levied, collected or assessed by or on behalf of (1) the Grand Duchy of Luxembourg or any political subdivision or governmental authority thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Securities or the Note Guarantees is made by or on behalf of the Payor, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) and (3), a “Relevant Taxing Jurisdiction”), unless the withholding or deduction of such Taxes is then required by law or the interpretation or administration thereof. If any deduction or withholding at source for, or on account of, any Taxes present or future taxes, fees, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of Luxembourg or any other jurisdiction in which the Company is organized (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 Relevant Taxing Jurisdiction will such laws, regulations or rulings (including, without limitation, a holding by a court of competent jurisdiction or by a taxing authority in a taxing jurisdiction or any political subdivision thereof). If a withholding or deduction at any time be required from any payments made with respect source is required, the Company shall, subject to certain limitations and exceptions set forth below, pay to the Securities or the Note Guarantees including payments Holder of principal, premium, if any, redemption price or interest, the Payor will pay (together with any such payments) Security such additional amounts (the “Additional Amounts”) as may be necessary in order so that the every net amounts in respect payment of principal, premium, if any, interest (including any Additional Interest) or any other amount made to such payments received by each Holder, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts)deduction, will shall not be less than the amounts which 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 will be payable with respect tofor or on account of:

Additional Amounts. (a) All payments made by or on behalf of that the Company, the Subsidiary Guarantors or any successor thereto (each, a “Payor”) under, Issuer makes under or with respect to, to the Securities Notes or that the Note Guarantees will Guarantor makes under or with respect to the Guarantee shall be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed, levied, collected imposed or assessed levied by or on behalf of (1i) any jurisdiction in which the Grand Duchy of Luxembourg Issuer or any political subdivision the Guarantor is incorporated, organized or governmental authority thereof otherwise considered to be a resident or therein having power to tax, maintaining a permanent establishment or doing business for tax purposes or (2ii) any jurisdiction from or through which the Issuer makes any payment on the Securities Notes or the Note Guarantees is made Guarantee or by or on behalf of the Payor, within any department or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in of clauses (1), (2i) and (3ii), a “Relevant Taxing Jurisdiction”), unless the withholding Issuer or deduction of such the Guarantor, as the case may be, is required to withhold or deduct Taxes is then required by law or by the interpretation or administration thereofof law. If the Issuer or the Guarantor is required to withhold or deduct any deduction or withholding for, amount for or on account of, any of Taxes of any a Relevant Taxing Jurisdiction will at any time be required from any payments payment made under or with respect to the Securities Notes, the Issuer or the Note Guarantees including payments of principalGuarantor, premiumas the case may be, if any, redemption price or interest, the Payor will shall pay (together with such payments) such additional amounts in cash (the “Additional Amounts”) as may be necessary in order to ensure that the net amounts in respect of such payments amount received by each Holder, Holder after such withholding or deduction (including any such withholding or deduction or withholding from such attributable to Additional Amounts), will Amounts payable hereunder) shall not be less than the amounts which 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 such Additional Amounts will be payable with respect to:deducted.

Additional Amounts. All payments made by or on behalf of the CompanyIssuer, the Subsidiary Guarantors or any successor thereto (each, a “Payor”) under, under or with respect toto the Notes, and by the Securities Guarantor, under or with respect to the Note Guarantees Parent Guarantee, will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed, levied, collected imposed or assessed by or on behalf of (1) the Grand Duchy of Luxembourg or any political subdivision or governmental authority thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Securities or the Note Guarantees is made levied by or on behalf of the Payorgovernment of Luxembourg, The Netherlands or Poland or any political subdivision or governmental taxing authority or agency thereof or therein having (including any law or directive of the power to tax European Union that has the effect of law in Luxembourg, The Netherlands or Poland) (3hereinafter "Taxes") any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) and (3), a “Relevant Taxing Jurisdiction”), unless the withholding Issuer or deduction of such the Guarantor, as the case may be, is required to withhold or deduct Taxes is then required by law or by the interpretation or administration thereof. If the Issuer or the Guarantor is so required to withhold or deduct any deduction or withholding for, amount for or on account of, any of Taxes of any Relevant Taxing Jurisdiction will at any time be required from any payments payment made under or with respect to the Securities Notes or the Note Guarantees including payments of principalParent Guarantee, premium, if any, redemption price or interestrespectively, the Payor Issuer or the Guarantor will pay (together with such payments) such additional amounts (the “Additional Amounts”) Amounts as may be necessary in order so that the net amounts in respect of such payments amount received by each Holder, Holder (including Additional Amounts) after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than the amounts which 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 required to be withheld or deductiondeducted; provided, however, that no such the foregoing obligation to pay Additional Amounts does not apply to (a) any Taxes imposed solely by reason of the existence of any present or former connection between the 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, trust or corporation) and Luxembourg, The Netherlands or Poland or any political subdivision or taxing authority or agency thereof or therein (other than the mere receipt of such payment or the ownership or holding outside of Luxembourg, The Netherlands or Poland of such Note); (b) any estate, inheritance, gift, sales, 58 66 excise, transfer, personal property tax or similar tax, assessment or governmental charge; or (c) any Taxes payable otherwise than by deduction or withholding from payments of principal of (or premium, if any, on) or interest on such Note; nor will Additional Amounts be paid (i) if the payment could have been made without such deduction or withholding if the beneficiary of the payment had presented the Note 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, except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30-day period, or (ii) with respect to:to any payment of principal of (or premium, if any, on) or interest on such Note to any Holder who is a fiduciary or partnership 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 (iii) where a holder would have been able to avoid withholding or deduction by presenting such Note to another Paying Agent for payment. The foregoing provisions shall survive any termination or discharge of the Indenture and shall apply mutatis mutandis to any jurisdiction in which any successor Person to the Issuer or the Guarantor is organized or any political subdivision or taxing authority or agency thereof or therein.

Additional Amounts. (a) All payments and deliveries made by by, or on behalf of the Companyof, the Subsidiary Guarantors Company or any successor thereto (each, a “Payor”) under, to the Company under or with respect to this Indenture and the Notes, including, but not limited to, payments of principal (including, if applicable, the Securities or Redemption Price, the Note Guarantees will Repurchase Price and the Fundamental Change Repurchase Price), payments of interest and payments of cash and/or deliveries of ADSs (together with payments of cash for any fractional ADS), including any Ordinary Shares deliverable upon conversion of Notes in lieu of such ADSs at a Holder’s election, shall be made free and clear of and without withholding withholding, deduction or deduction reduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed, levied, collected or assessed by or on behalf of (1) the Grand Duchy of Luxembourg or any political subdivision or governmental authority thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Securities or the Note Guarantees is made by or on behalf of the Payor, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) and (3), a “Relevant Taxing Jurisdiction”), unless the withholding or deduction of such Taxes is then required by law or the interpretation or administration thereof. If any deduction or withholding collection at source for, or on account of, any Taxes present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied (including any penalties and interest related thereto) (“applicable taxes”) by or within any jurisdiction in which the Company or any successor to the Company is, for tax purposes, incorporated, organized or resident or doing business (each, as applicable, a “Relevant Taxing Jurisdiction will at any time be required from any payments Jurisdiction”) or through which payment is made with respect to the Securities or the Note Guarantees including payments of principal, premium, if any, redemption price or interest, the Payor will pay 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 payments) 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 or ADSs (the or additional amounts of Ordinary Shares if such Holder elects to receive Ordinary Shares in lieu of any ADSs deliverable upon conversion), as applicable (“Additional Amounts”) as may be necessary in order to ensure that the net amounts in respect of such payments amount received by each Holder, the beneficial owner of the Notes after such withholding or deduction (including any such withholding, deduction or withholding from such reduction (and after deducting any taxes on the Additional Amounts), will not be less than ) shall equal the amounts which 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 such Additional Amounts will shall be payable with respect topayable:

Additional Amounts. All payments made by or on behalf of the CompanyIssuer, the Subsidiary Guarantors or any successor thereto (each, a “Payor”) under, under or with respect toto the Notes, and by the Securities Guarantor and Holdings, under or with respect to the Note Guarantees Notes Guarantees, will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed, levied, collected imposed or assessed by or on behalf of (1) the Grand Duchy of Luxembourg or any political subdivision or governmental authority thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Securities or the Note Guarantees is made levied by or on behalf of the Payorgovernment of Luxembourg, The Netherlands or Poland or any political subdivision or governmental taxing authority or agency thereof or therein having the power to tax or (3hereinafter "Taxes") any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) and (3), a “Relevant Taxing Jurisdiction”), unless the withholding Issuer, Holdings or deduction of such the Guarantor, as the case may be, is required to withhold or deduct Taxes is then required by law or by the interpretation or administration thereof. If the Issuer, Holdings or the Guarantor is so required to withhold or deduct any deduction or withholding for, amount for or on account of, any of Taxes of any Relevant Taxing Jurisdiction will at any time be required from any payments payment made under or with respect to the Securities Notes or the Note Guarantees including payments of principalNotes Guarantees, premium, if any, redemption price or interestrespectively, the Payor Issuer, Holdings or the Guarantor will pay (together with such payments) such additional amounts (the “Additional Amounts”) Amounts as may be necessary in order so that the net amounts in respect of such payments amount received by each Holder, Holder (including Additional Amounts) after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than the amounts which 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 required to be withheld or deductiondeducted; provided, however, that no such the foregoing obligation to pay Additional Amounts does not apply to (a) any Taxes that would not have been so imposed but for the existence of any present or former connection between the 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 44 estate, nominee, trust or corporation) and Luxembourg, The Netherlands or Poland or any political subdivision or taxing authority or agency thereof or therein (other than the mere receipt of such payment or the ownership or holding outside of Luxembourg, The Netherlands or Poland of such Note); (b) any estate, inheritance, gift, sales, excise, transfer, personal property tax or similar tax, assessment or governmental charge; or (c) any Taxes payable otherwise than by deduction or withholding from payments of principal of (or premium, if any, on) or interest on such Note; nor will Additional Amounts be paid (i) if the payment could have been made without such deduction or withholding if the beneficiary of the payment had presented the Note 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, except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30-day period, or (ii) with respect to:to any payment of principal of (or premium, if any, on) or interest on such Note to any Holder who is a fiduciary or partnership 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. The foregoing provisions shall survive any termination or discharge of the Indenture and shall apply mutatis mutandis to any jurisdiction in which any successor Person to the Issuer, Holdings or the Guarantor is organized or any political subdivision or taxing authority or agency thereof or therein.

Additional Amounts. All payments made by or on behalf of the Company, any Note Guarantor or a successor of the Subsidiary Guarantors or any successor thereto foregoing (each, a “Payor”) under, or with respect to, the Securities Notes or the relevant Note Guarantees Guarantee will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed, levied, collected or assessed by or on behalf of (1) the Grand Duchy of Luxembourg United Kingdom or any political subdivision or governmental authority thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Securities Notes or the relevant Note Guarantees Guarantee is made by or on behalf of the PayorCompany or any Note Guarantor, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which a Payor is organized, resident organized or deemed to be doing businessresident, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses of clause (1), (2) and (3), a “Relevant Taxing Jurisdiction”), unless the withholding or deduction of such Taxes is then required by law or the interpretation or administration thereof. If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction will at any time be required from any payments made with respect to the Securities Notes or the relevant Note Guarantees Guarantee, including payments of principal, premium, if any, redemption price or interest, the Payor will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments received by each Holder, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than the amounts which would have been received by each Holder in respect of such payments in the absence of such withholding or deduction; provided, however, that no such Additional Amounts will be payable with respect to:

Additional Amounts. All payments made by or on behalf of the CompanyIssuer, the Subsidiary Guarantors or any successor thereto (each, a “Payor”) under, under or with respect toto this Note, and by the Securities Guarantor under or with respect to the Note Guarantees will Parent Guarantee, shall be made free and clear of and without withholding or deduction deduction, for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed, levied, collected imposed or assessed by or on behalf of (1) the Grand Duchy of Luxembourg or any political subdivision or governmental authority thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Securities or the Note Guarantees is made levied by or on behalf of the Payorgovernment of Luxembourg, The Netherlands or Poland or any political subdivision or governmental taxing authority or agency thereof or therein having the power to tax or (3hereinafter "Taxes") any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) and (3), a “Relevant Taxing Jurisdiction”), unless the withholding Issuer or deduction of such the Guarantor, as the case may be, is required to withhold or deduct Taxes is then required by law or by the interpretation or administration thereof. If the Issuer or the Guarantor is so required to withhold or deduct any deduction or withholding for, amount for or on account of, any of Taxes of any Relevant Taxing Jurisdiction will at any time be required from any payments payment made under or with respect to the Securities this Note or the Note Guarantees including payments of principalParent Guarantee, premium, if any, redemption price or interestrespectively, the Payor Issuer or the Guarantor will pay (together with such payments) such additional amounts (the “"Additional Amounts”") as may be necessary in order so that the net amounts in respect of such payments amount received by each Holder, Holder (including Additional Amounts) after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than the amounts which 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 required to be withheld or deductiondeducted; provided, however, that no such the foregoing obligation to pay Additional Amounts does not apply to (a) any Taxes that would not have been so imposed but for the existence of any present or former connection between the 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, trust or corporation) and Luxembourg, The Netherlands or Poland or any political subdivision or taxing authority or agency thereof or therein (other than the mere receipt of such payment or the ownership or holding outside of Luxembourg, The Netherlands or Poland of such Note); (b) any estate, inheritance, gift, sales, excise, transfer, personal property tax or similar tax, assessment or governmental charge; or (c) any Taxes payable otherwise than by deduction or withholding from payments of principal of (or premium, if any, on) or interest on such Note; nor will Additional Amounts be paid (i) if the payment could have been made without such deduction or withholding if the beneficiary of the payment had presented the Note 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, except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30-day period, or (ii) with respect to:to any payment of principal of (or premium, if any, on) or interest on such Note to any Holder who is a fiduciary or partnership 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 (iii) where a Holder would have been able to avoid withholding or deduction by presenting such Note to another Paying Agent for payment. The foregoing provisions shall survive any termination or discharge of the Indenture and shall apply mutatis mutandis to any jurisdiction in which any successor Person to the Issuer or the Guarantor is organized or any political subdivision or taxing authority or agency thereof or therein.

Additional Amounts. All payments (a) Payments made by the Company under or on behalf with respect to the Notes or any of the Company, the Subsidiary Guarantors or any successor thereto (each, a “Payor”) under, or with respect to, the Securities or the Note Guarantees will to any Subsidiary Guarantee shall be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed, levied, collected or assessed by or on behalf of (1) the Grand Duchy of Luxembourg or any political subdivision or governmental authority thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Securities or the Note Guarantees is made by or on behalf of the Payor, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) and (3), a “Relevant Taxing Jurisdiction”), unless the withholding or deduction of such Taxes is then required by law or the interpretation or administration thereoflaw. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction in which the Company or any Subsidiary Guarantor is at any relevant time organized, engaged in business for tax purposes or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which payment is made by or on behalf of the Company or any Subsidiary Guarantor (including the jurisdiction of any Relevant Taxing Jurisdiction paying agent) or any political subdivision thereof or therein (each, a “Tax Jurisdiction”) will at any time be required to be made from any payments made by the Company under or with respect to the Securities Notes or any of the Subsidiary Guarantors with respect to any Subsidiary Guarantee, the Company or the Note Guarantees including payments of principalrelevant Subsidiary Guarantor, premiumas applicable, if any, redemption price or interest, the Payor will pay (together with such payments) to each Holder of Notes that are outstanding on the date of the required payment, such additional amounts (the “Additional Amounts”) as may be necessary in order so that the net amounts in respect of such payments amount received by each Holder, the applicable beneficial owner (including the Additional Amounts) after such withholding or deduction (including any such withholding or deduction or withholding from such Additional Amounts), will not be less than the amounts which would have been received by each Holder in respect of Additional Amounts) will equal the amount such payments in the absence of beneficial owner would have received if such withholding Taxes had not been withheld or deductiondeducted; provided, however, provided that no such Additional Amounts will be payable with respect to:to a payment to a Holder or beneficial owner of the Notes (an “Excluded Holder”):

Additional Amounts. All payments made by At least 10 days prior to the first ------------------- date on which payment of principal, premium, if any, or interest on behalf of the CompanyNotes is to be made, and at least 10 days prior to any subsequent such date if there has been any change with respect to the matters set forth in the Officers' Certificate described in this Section 4.20, the Subsidiary Guarantors or any successor thereto (eachCompany will furnish the Trustee and the Paying Agent, a “Payor”) underif other than the Trustee, with an Officers' Certificate instructing the Trustee and the Paying Agent whether such payment of principal, premium, if any, or with respect to, interest on the Securities Notes (whether or not in the Note Guarantees will form of Definitive Notes) shall be made free and clear of and to the Holders without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge charges of whatever nature (including penalties, interest and other liabilities related theretocollectively "Taxes") (collectively, “Taxes”) imposed, levied, collected imposed or assessed levied by or on ----- behalf of (1) The Federal Republic of Germany or any jurisdiction in which the Grand Duchy of Luxembourg Company or any Surviving Entity is organized or is otherwise resident for tax purposes or any political subdivision or governmental authority thereof or therein any authority having power to tax, (2) tax therein or any jurisdiction from or through which payment on the Securities or the Note Guarantees is made by or on behalf of the Payor, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) and (3), a “"Relevant Taxing Jurisdiction”"), unless the withholding or deduction of such ----------------------------- Taxes is then required by law or the interpretation or administration thereoflaw. If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction will Jurisdiction, shall at any time be required from on any payments made by the Company with respect to the Securities or the Note Guarantees Notes, including payments of principal, redemption price, interest or premium, then such Officers' Certificate shall specify the amount, if any, redemption price or interest, required to be withheld on such payments to such Holders and the Payor Company will pay (together with such payments) such to the Trustee or the Paying Agent the additional amounts pursuant to paragraph 3 of the Initial Notes and paragraph 2 of the Exchange Notes, as applicable (the “"Additional Amounts”") as may be necessary in order that and, ------------------ if paid to a Paying Agent other than the net amounts in respect Trustee, shall provide the Trustee with documentation satisfactory to the Trustee evidencing the payment of such payments received by each Holder, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than the amounts which would have been received by each Holder in respect . Copies of such payments documentation shall be made available to the Holders upon request. The Company shall indemnify the Trustee and the Paying Agent for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in the absence connection with actions taken or omitted by any of such withholding or deduction; provided, however, that no such Additional Amounts will be payable with respect to:them in reliance on any Officers' Certificate furnished to them pursuant to this Section 4.20.

Additional Amounts. All payments made by or on behalf of the Company, the Subsidiary Guarantors Company or any successor thereto (each, a “Payor”) under, Guarantor under or with respect to, to the Securities or the Note Guarantees any Guarantee will be made free and clear of and without withholding or deduction for or on account of any present or future taxtaxes, dutyduties, levylevies, impostimposts, assessment assessments or other governmental charge charges of whatever nature (including any penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed, levied, collected assessed or assessed levied by or on behalf of any Taxing Authority (1) the Grand Duchy of Luxembourg or any political subdivision or governmental authority thereof or therein having power to taxcollectively, (2) any jurisdiction from or through which payment on the Securities or the Note Guarantees is made by or on behalf of the Payor, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) and (3), a “Relevant Taxing Jurisdiction”"Taxes"), unless the withholding Company or deduction of such any Guarantor, as the case may be, is required to withhold or deduct Taxes is then required by law or by the interpretation or administration thereof. If the Company or any deduction Guarantor is so required to withhold or withholding for, deduct any amount for or on account of, of any Taxes of any Relevant Taxing Jurisdiction will at any time be required from any payments payment made under or with respect to the Securities or the Note Guarantees including payments of principal, premium, if any, redemption price or interestany Guarantee, the Payor Company or such Guarantor, as the case may be, will pay (together with such payments) such additional amounts (the “"Additional Amounts”") as may be necessary in order so that the net amounts in respect of such payments amount (including Additional Amounts) received by each Holder, Holder and beneficial owner of the Securities after such withholding or deduction (including any such withholding or deduction or withholding from such in respect of Additional Amounts), ) will not be less than the amounts which 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, PROVIDED that no such Additional Amounts will be payable with respect to:to a payment made to a Holder or beneficial owner of Securities or to a third party on - 128 - behalf of a Holder or beneficial owner of the Securities if and to the extent any of the following exceptions apply (if and to any such extent, an "Excluded Holder"):

Additional Amounts. All Unless the Old Endo Merger has occurred, all payments made by or on behalf of the Company, the Subsidiary Guarantors Issuer or any successor thereto (each, a “Payor”) under, of the Paladin Period Guarantors under or with respect to, to the Securities Notes or the any Note Guarantees Guarantee will 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 penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed, levied, collected or assessed by or on behalf of (1) the Grand Duchy of Luxembourg or any political subdivision or governmental authority thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Securities or the Note Guarantees is made by or on behalf of the Payor, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) and (3), a “Relevant Taxing Jurisdiction”), Taxes unless the withholding or deduction of such Taxes is then required by law or the interpretation or administration thereoflaw. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction in which the Issuer or any Paladin Period Guarantor (including any successor entity), is then 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 payment is made by or on behalf of the Issuer or any Paladin Period Guarantor (including, without limitation, the jurisdiction of any Relevant Taxing Jurisdiction Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”), will at any time be required to be made from any payments made under or with respect to the Securities Notes or the any Note Guarantees including Guarantee, including, without limitation, payments of principal, redemption price, purchase price, interest or premium, if anythe Issuer or the relevant Paladin Period Guarantor, redemption price or interestas applicable, the Payor will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received and retained in respect of such payments received by each Holder, holder or beneficial owner of Notes after such withholding or deduction (including any such withholding, deduction or withholding from such Additional Amounts), imposition will not be less than equal the respective amounts which of cash 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 such Additional Amounts will be payable with respect to:

Additional Amounts. (a) All payments made by in cash by, or on behalf of of, the Company or any Successor Company, the Subsidiary Guarantors or any successor thereto (each, a “Payor”) under, under or with respect toto the Notes, of principal (including, if applicable, the Securities Optional Redemption Price, the Tax Redemption Price and the Fundamental Change Repurchase Price) and interest (including any Additional Interest), but excluding payments in cash in lieu of delivery of ADSs as set forth in Section 14.13 and deliveries of ADSs (or the Note Guarantees will Ordinary Shares represented thereby) or other Reference Property or any other consideration due upon conversion (together with payments of cash for any fractional ADS) (such non-excluded payments, the “Relevant Payments”), 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 penalties, penalties and interest and other liabilities related thereto) (collectively, “Taxes”) imposed, levied, collected or assessed by or on behalf of (1) the Grand Duchy of Luxembourg or any political subdivision or governmental authority thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Securities or the Note Guarantees is made by or on behalf of the Payor, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) and (3), a “Relevant Taxing Jurisdiction”), unless the withholding or deduction of such Taxes is then required by law or regulation or by government policy having the interpretation or administration thereofforce of law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction in which the Company (or any Successor Company) is organized, resident or doing business for Tax purposes or any department or political subdivision thereof or therein or (2) any jurisdiction from or through which payment is made by the Company (or any Successor Company) or the Paying Agent or any department or political subdivision thereof or therein (each jurisdiction, department or political subdivision described in the foregoing clauses (1) and (2), a “Relevant Taxing Jurisdiction Tax Jurisdiction”) will at any time be required to be made from any payments such Relevant Payments made under or with respect to the Securities or the Note Guarantees including payments of principal, premium, if any, redemption price or interestNotes, the Payor will Company shall pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments received Relevant Payments by each Holder, Holder after such withholding or deduction (including any such deduction or withholding from such in respect of Additional Amounts), ) will not be less than equal the respective amounts which that would have been received by each Holder in respect of such payments Relevant Payments in the absence of such withholding or deduction; provided, however, that no such Additional Amounts will shall be payable with respect to:

Additional Amounts. All Any payments made by or on behalf of the Company, the Subsidiary Guarantors or any successor thereto (each, a “Payor”) under, Guarantor under or with respect to, to the Securities or pursuant to the Note Guarantees Security Guarantee will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed, levied, collected imposed or assessed by or on behalf of (1) the Grand Duchy of Luxembourg or any political subdivision or governmental authority thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Securities or the Note Guarantees is made levied by or on behalf of the PayorGovernment of the Republic of Argentina or of any subdivision, province or any political subdivision or governmental authority territory thereof or by any authority or agency therein or thereof having the power to tax or (3) any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) and (3), a “Relevant Taxing Jurisdiction”hereinafter "Taxes"), unless the withholding Guarantor is required to withhold or deduction of such deduct Taxes is then required by law or by the interpretation or administration thereof. If the Guarantor is required to withhold or deduct any deduction or withholding for, amount for or on account of, any of Taxes of any Relevant Taxing Jurisdiction will at any time be required from any payments payment made under or with respect to the Securities or the Note Guarantees including payments of principal, premium, if any, redemption price or interestSecurity Guarantee, the Payor Guarantor will, on or prior to the due date for the payment thereof, pay any such Taxes to the appropriate governmental authority, and will pay (together with such payments) such additional amounts (the “"Additional Amounts”") as may be necessary in order necessary, so that the net amounts in respect of such payments amount received by each Holder, Holder of Securities (including Additional Amounts) after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than the amounts which 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 such Additional Amounts will be payable with respect to:to a payment made to a Holder (an "Excluded Holder") (i) who is liable for taxes or duties in respect of such Security by reason of its having some connection with Argentina other than the mere holding of such Security or the receipt of principal or interest in respect thereof; (ii) in respect of any estate, inheritance, gift, sales, transfer or personal property tax or any similar tax, assessment or governmental charge; or (iii) in respect of any tax, assessment or other governmental charge which would not have been imposed but for any failure to comply with certification, information or other report requirements concerning the nationality, residence or identity of the Holder or beneficial owner of such Security, if such compliance is required by statute or by regulation of Argentina or of any political subdivision or taxing authority thereof or therein as a precondition to relief or 59 52 exemption from such tax, assessment or other governmental charge. The Guarantor will, upon written request of any Holder (other than an Excluded Holder), reimburse such Holder for the amount of (i) any Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to the Securities and (ii) any Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i), but excluding any such Taxes on such Holder's net income so that the net amount received by such Holder after such reimbursement will not be less than the net amount the Holder would have received if Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Guarantor will deliver to the relevant Trustee and Paying Agents an Officers' Certificate stating the amount of Taxes required to be deducted or withheld and certifying that the Guarantor shall make such deduction or withholding and pay such Taxes and stating the fact that such Additional Amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date. The Trustee and each Paying Agent shall be fully protected in relying upon any Officers' Certificates furnished pursuant to this paragraph or upon the failure of the Guarantor to furnish any such Officers' Certificate. Whenever either in this Indenture or in the Securities there is mentioned, in any context, the payment of principal (or premium, if any), Redemption Price, interest or any other amount payable under or with respect to any Security, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

Additional Amounts. ‌ All payments made by or on behalf of the Company, the Subsidiary Guarantors or any successor thereto (each, a “Payor”) under, or with respect to, the Securities Notes or the Note Guarantees will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed, levied, collected or assessed by or on behalf of (1a) the Grand Duchy of Luxembourg or any political subdivision or governmental authority thereof or therein having power to tax, (2b) any jurisdiction from or through which payment on the Securities Notes or the Note Guarantees is made by or on behalf of the Payor, or any political subdivision or governmental authority thereof or therein having the power to tax or (3c) any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1a), (2b) and (3c), a “Relevant Taxing Jurisdiction”), unless the withholding or deduction of such Taxes is then required by law or the interpretation or administration thereof. thereof.‌‌ If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction will at any time be required from any payments made with respect to the Securities Notes or the Note Guarantees including payments of principal, premium, if any, redemption price or interest, the Payor will pay (together with such payments) such additional amounts (the “Additional Amounts”) (and each reference to principal, premium, redemption price, or interest (including Cash Interest and PIK interest) herein shall be deemed to refer to such term together with Additional Amounts, if any) as may be necessary in order that the net amounts in respect of such payments received by each Holder, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than the amounts which would have been received by each Holder in respect of such payments in the absence of such withholding or deduction; provided, however, that no such Additional Amounts will be payable with respect to:

Additional Amounts. All payments made by or on behalf of the Company, Issuer under or with respect to the Notes or by or on behalf of any of the Subsidiary Guarantors or any successor thereto (each, a “Payor”) under, under or with respect to, the Securities or the Note Guarantees to its Subsidiary Guarantee will 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 penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed, levied, collected or assessed by or on behalf of (1) the Grand Duchy of Luxembourg or any political subdivision or governmental authority thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Securities or the Note Guarantees is made by or on behalf of the Payor, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) and (3), a “Relevant Taxing Jurisdiction”), unless the withholding or deduction of such Taxes is then required by law or the interpretation or administration thereoflaw. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of (1) any Relevant Taxing Jurisdiction jurisdiction in which the Issuer or any Subsidiary Guarantor, is then incorporated, resident or doing business for tax purposes or any department or political subdivision thereof or therein or (2) any jurisdiction from or through which payment is made or any department or political subdivision thereof or therein (each, a “Tax Jurisdiction”), will at any time be required to be made from any payments made by or on behalf of the Issuer under or with respect to the Securities Notes or by or on behalf of any of the Note Guarantees Subsidiary Guarantors under or with respect to any Subsidiary Guarantee, including payments of principal, redemption price, purchase price, interest or premium, if anythe Issuer or the relevant Subsidiary Guarantor, redemption price or interestas applicable, the Payor will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments received by each Holder, holder after such withholding or deduction (including any such deduction or withholding from in respect of such Additional Amounts), ) will not be less than equal the respective amounts which would have been received by each Holder in respect of such payments in the absence of such withholding or deduction; provided, however, that no such Additional Amounts will be payable with respect to:: (1) any Taxes, to the extent such Taxes would not have been imposed but for the existence of any present or former connection between the holder or the beneficial owner of the Notes and the relevant Tax Jurisdiction (other than solely from the mere acquisition, ownership, holding or disposition of such Note, the enforcement of rights under such Note or under a Subsidiary Guarantee and/or the receipt of any payments in respect of such Note or a Subsidiary Guarantee); (2) any Taxes, to the extent such Taxes would not have been imposed but for the failure of the holder or the beneficial owner of the Notes, following the Issuer’s written request to the holder, at least 30 days before any such withholding or deduction would be payable, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the holder or beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent the holder or the beneficial owner is legally entitled to provide such certification or documentation; (3) any Taxes, to the extent such Taxes were imposed as a result of the presentation of a Note for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the holder (except to the extent that the holder would have been entitled to Additional Amounts had the note been presented on the last day of such 30 day period); (4) any estate, inheritance, gift, sales, transfer, personal property or similar tax or assessment; (5) any Taxes payable otherwise than by deduction or withholding from payments made under or with respect to any Note or Subsidiary Guarantee; or (6) any combination of the above items. In addition to the foregoing, the Issuer and the Subsidiary Guarantors will also pay and indemnify the holder for any present or future stamp, issue, registration, transfer, court or documentary taxes, or any other excise or property taxes, charges or similar levies (including penalties, interest and other liabilities related thereto) which are levied by any jurisdiction on the execution, delivery, issuance, or registration of any of the Notes, the Indenture, any Subsidiary Guarantee, or any other document or instrument referred to therein, or the receipt of any payments with respect to, or enforcement of, the Notes or any Subsidiary Guarantee (such sum being recoverable from the Issuer as a liquidated sum payable as a debt). If the Issuer or any Subsidiary Guarantor, as the case may be, becomes aware that it will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes or any Subsidiary Guarantee, the Issuer or the relevant Subsidiary Guarantor, as the case may be, will deliver to the Trustee on a date which is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Issuer or the relevant Subsidiary Guarantor shall notify the Trustee promptly thereafter) notice stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The notice must also set forth any other information reasonably necessary to enable the Paying Agents to pay Additional Amounts to holders on the relevant payment date. The Issuer or the relevant Subsidiary Guarantor will provide the Trustee with documentation evidencing the payment of Additional Amounts. The Issuer or the relevant Subsidiary Guarantor will make all withholdings and deductions (within the time period and in the minimum amount) required by law and will remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law. The Issuer or the relevant Subsidiary Guarantor will use its reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Subsidiary Guarantor will furnish to the Trustee (or to a holder upon request), within a reasonable time 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 Subsidiary Guarantor, as the case may be, or if, notwithstanding such entity’s efforts to obtain receipts, receipts are not obtained, other evidence of payments (reasonably satisfactory to Trustee) by such entity. Whenever in the Indenture there is mentioned, in any context, the payment of amounts based upon the principal amount of the Notes or of principal, interest or of any other amount payable under, or with respect to, any of the Notes or any Subsidiary Guarantee, such mention shall be deemed to include the payment of Additional Amounts, if applicable. The above obligations will survive any termination, defeasance or discharge of the Indenture and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Issuer or any Subsidiary Guarantor is incorporated, or resident or doing business for tax purposes or any jurisdiction from or through which any payment on the Notes is made by or on behalf of such person (or any Subsidiary Guarantee) and any department or political subdivision thereof or therein.

Additional Amounts. (a) All payments made by or on behalf of the CompanyIssuer or the Guarantor (including, the Subsidiary Guarantors or in each case, any successor thereto (each, a “Payor”entity) under, under or with respect to, to the Securities Notes or the Note Guarantees will Guarantee 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 penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed, levied, collected or assessed by or on behalf of (1) the Grand Duchy of Luxembourg or any political subdivision or governmental authority thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Securities or the Note Guarantees is made by or on behalf of the Payor, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) and (3), a “Relevant Taxing Jurisdiction”), Taxes unless the withholding or deduction of such Taxes is then required by law or the interpretation or administration thereoflaw. If the Issuer, the Guarantor or any deduction other applicable withholding agent is required by law to withhold or withholding 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) in which the Issuer or 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 or the Guarantor (including, without limitation, the jurisdiction of any Relevant Taxing Jurisdiction will at Paying Agent) or any time be required from political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments made under or with respect to the Securities Notes or the Note Guarantees including Guarantee, including, without limitation, payments of principal, redemption price, purchase price, interest or premium, if anythe Issuer or the Guarantor, redemption price or interestas applicable, the Payor will shall pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received and retained in respect of such payments received by each Holder, beneficial owner of the Notes after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than shall equal the respective amounts which 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 such Additional Amounts will shall be payable with respect to:

Additional Amounts. All payments made by At least 10 days prior to the first date on which payment of principal, premium, if any, or interest on behalf of the CompanyNotes is to be made, and at least 10 days prior to any subsequent such date if there has been any change with respect to the matters set forth in the Officers' Certificate described in this Section 4.20, the Subsidiary Guarantors or any successor thereto (eachCompany will furnish the Trustee and the Paying Agent, a “Payor”) underif other than the Trustee, with an Officers' Certificate instructing the Trustee and the Paying Agent whether such payment of principal, premium, if any, or with respect to, interest on the Securities Notes (whether or not in the Note Guarantees will form of Definitive Notes) shall be made free and clear of and to the Holders without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge charges of whatever nature (including penalties, interest and other liabilities related theretocollectively "Taxes") (collectively, “Taxes”) imposed, levied, collected imposed or assessed levied by or on behalf of (1) The Netherlands or any jurisdiction in which the Grand Duchy of Luxembourg Company or any Surviving Entity is organized or is otherwise resident for tax purposes or any political subdivision or governmental authority thereof or therein any authority having power to tax, (2) tax therein or any jurisdiction from or through which payment on the Securities or the Note Guarantees is made by or on behalf of the Payor, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) and (3), a “"Relevant Taxing Jurisdiction”"), unless the withholding or deduction of such Taxes is then required by law or the interpretation or administration thereoflaw. If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction will Jurisdiction, shall at any time be required from on any payments made by the Company with respect to the Securities or the Note Guarantees Notes, including payments of principal, redemption price, interest or premium, then such Officers' Certificate shall specify the amount, if any, redemption price or interest, required to be withheld on such payments to such Holders and the Payor Company will pay (together with such payments) such to the Trustee or the Paying Agent the additional amounts pursuant to paragraph 3 of the Initial Notes and paragraph 2 of the Exchange Notes, as applicable (the “"Additional Amounts”") as may be necessary in order that and upon request shall provide the net amounts in respect Trustee with documentation satisfactory to the Trustee evidencing the payment of such payments received by each Holder, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than the amounts which would have been received by each Holder in respect . Copies of such payments documentation shall be made available to the Holders upon request. The Company shall indemnify the Trustee and the Paying Agent for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in the absence connection with actions taken or omitted by any of such withholding or deduction; provided, however, that no such Additional Amounts will be payable with respect to:them in reliance on any Officers' Certificate furnished to them pursuant to this Section 4.20.

Additional Amounts. (a) All payments in respect of the Notes made by or on behalf of the CompanyIssuer, the Subsidiary Guarantors a Guarantor, or any successor thereto person to the Issuer or any Guarantor (eacheach a "Successor Person") (each a "Payer"), a “Payor”) under, or with respect to, the Securities or the Note Guarantees will shall be made free and clear of and without withholding or deduction for for, or on account of of, any present or future taxtaxes, dutyduties, levylevies, impostimposts, assessment assessments or other governmental charge charges (including including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature, (collectively, “"Taxes”") imposed, levied, collected imposed or assessed levied by or on behalf of (1) the Grand Duchy of Luxembourg or any political subdivision or governmental authority thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Securities or the Note Guarantees is made by or on behalf of the Payor, or any political subdivision or governmental authority thereof or therein having the power to tax where such Payer is incorporated, organized or otherwise resident for tax purposes or from or through which the Payer makes a payment on the Notes or its Guarantee or by the Kingdom of Spain (3) and any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax therein) (each jurisdiction described in clauses (1), (2) and (3)each, a “"Relevant Taxing Jurisdiction”"), unless the withholding or deduction of such Taxes is then required by law or the interpretation or administration thereoflaw. If the Payer is required to withhold or deduct any deduction or withholding amount for, or on account of, any Taxes imposed or levied on behalf of any a Relevant Taxing Jurisdiction will at any time be required from any payments payment made under or with respect to the Securities or the Note Guarantees including payments of principal, premium, if any, redemption price or interestNotes, the Payor will Payer shall pay (together with such payments) such additional amounts (in the “form of (i) in the case of PIK Interest, additional PIK Interest, and (ii) in other cases, cash) ("Additional Amounts”") as may be necessary in order to ensure that the net amounts in respect of such payments amount received by each Holder, holder of the Notes (including Additional Amounts) after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will has been made shall be not be less than the amounts which 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 such Additional Amounts will be payable with respect to:deducted.

Additional Amounts. All payments made by the Issuer or on behalf of the Company, the a Subsidiary Guarantors or any successor thereto Guarantor (each, a “Payor”) under, or with respect to, the Securities Notes, or the Note Guarantees a Subsidiary Guarantee will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed, levied, collected unless the Payor is required to withhold or assessed deduct such Taxes by law or by the official interpretation or administration thereof. If the Payor is required to withhold or deduct any amount for or on account of Taxes imposed or levied by or on behalf of (1i) the Grand Duchy of Luxembourg Bermuda, Netherlands, and Netherlands Antilles or any political subdivision or governmental authority of any thereof or therein having the power to tax, (2ii) any jurisdiction from or through which payment on the Securities Notes or the Note Guarantees Subsidiary Guarantee is made by or on behalf of the Payormade, or any political subdivision or governmental authority thereof or therein having the power to tax or (3iii) any other jurisdiction in which a Payor is organized, resident organized or deemed otherwise considered to be doing businessa resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) and (3), any of the aforementioned being a “Relevant Taxing Jurisdiction”), unless the withholding or deduction of such Taxes is then required by law or the interpretation or administration thereof. If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction will at any time be required ) from any payments payment made under or with respect to the Securities Notes or the any Note Guarantees including payments of principal, premium, if any, redemption price or interestGuarantee, the Payor will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order so that the net amounts in respect of such payments amount received by each Holder, holder of a Note (including Additional Amounts) after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than the amounts which 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 required to be withheld or deductiondeducted; provided, however, that no such the foregoing obligation to pay Additional Amounts will be payable with respect does not apply to:

Additional Amounts. All payments made by or on behalf of the Company, the Subsidiary Guarantors or any successor thereto (each, a “Payor”) under, Issuer under or with respect toto the Securities, by the Company under or with respect to the Company Guarantee and by any Subsidiary Guarantor under or with respect to its Subsidiary Guarantee (the Issuer, the Securities or Company and any such Subsidiary Guarantor being referred to for purposes of this paragraph individually as an "Obligor" and collectively as the Note Guarantees "Obligors") will be made free and clear of of, and without withholding or deduction for or on account of of, any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed, levied, collected imposed or assessed by or on behalf of (1) the Grand Duchy of Luxembourg or any political subdivision or governmental authority thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Securities or the Note Guarantees is made levied by or on behalf of the Payor, Government of Canada or of any political subdivision province or governmental authority territory thereof or by any authority or agency therein or thereof having the power to tax or (3) any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each or the jurisdiction described in clauses of incorporation of any successor of any Obligor) (1), (2) and (3), a “Relevant Taxing Jurisdiction”hereunder "Taxes"), unless the withholding applicable Obligor or deduction of such any successor, as the case may be, is required to withhold or deduct Taxes is then required by law or by the interpretation or administration thereofthereof by the relevant governmental authority or agency. If any deduction Obligor or withholding forany successor, as the case may be, is so required to withhold or deduct any amount for or on account of, any of Taxes of any Relevant Taxing Jurisdiction will at any time be required from any payments payment made under or with respect to the Securities or the Note Guarantees including payments of principal, premium, if any, redemption price or interestSecurities, the Payor Company Guarantee or any Subsidiary Guarantee, such Obligor will pay (together with such payments) such additional amounts (the “"Additional Amounts”") as may be necessary in order so that the net amounts in respect of such payments amount received by each Holder, Holder (including Additional Amounts) after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than the amounts which 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 such Additional Amounts will be payable with respect to:to a payment made to a Holder (an "Excluded Holder") in respect of a beneficial owner (a) with which the Issuer does not deal at arm's-length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment or

Additional Amounts. All payments made by At least 10 days prior to the first date on which payment of principal, premium, if any, or interest on behalf of the CompanyNotes is to be made, and at least 10 days prior to any subsequent such date if there has been any change with respect to the matters set forth in the Officers' Certificate described in this Section 4.20, the Subsidiary Guarantors or any successor thereto (eachCompany will furnish the Trustee and the Paying Agent, a “Payor”) underif other than the Trustee, with an Officers' Certificate instructing the Trustee and the Paying Agent whether such payment of principal, premium, if any, or with respect to, interest on the Securities Notes (whether or not in the Note Guarantees will form of Definitive Notes) shall be made free and clear of and to the Holders without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge charges of whatever nature (including penalties, interest and other liabilities related theretocollectively "Taxes") (collectively, “Taxes”) imposed, levied, collected imposed or assessed levied by or on behalf of (1) The Netherlands or any jurisdiction in which the Grand Duchy of Luxembourg Company or any Surviving Entity is organized or is otherwise resident for tax purposes or any political subdivision or governmental authority thereof or therein any authority having power to tax, (2) tax therein or any jurisdiction from or through which payment on the Securities or the Note Guarantees is made by or on behalf of the Payor, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) and (3), a “"Relevant Taxing Jurisdiction”"), unless the withholding or deduction of such Taxes is then required by law or the interpretation or administration thereoflaw. If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction will Jurisdiction, shall at any time be required from on any payments made by the Company with respect to the Securities or the Note Guarantees Notes, including payments of principal, redemption price, interest or premium, then such Officers' Certificate shall specify the amount, if any, redemption price or interest, required to be withheld on such payments to such Holders and the Payor Company will pay (together with such payments) such to the Trustee or the Paying Agent the additional amounts pursuant to paragraph 2 of the Notes (the “"Additional Amounts”") as may be necessary in order that and upon request shall provide the net amounts in respect Trustee with 66 67 documentation satisfactory to the Trustee evidencing the payment of such payments received by each Holder, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than the amounts which would have been received by each Holder in respect . Copies of such payments documentation shall be made available to the Holders upon request. The Company shall indemnify the Trustee and the Paying Agent for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in the absence connection with actions taken or omitted by any of such withholding or deduction; provided, however, that no such Additional Amounts will be payable with respect to:them in reliance on any Officers' Certificate furnished to them pursuant to this Section 4.20.

Additional Amounts. (a) All payments made by or on behalf of the Company, the Subsidiary Guarantors or any successor thereto (each, a “Payor”) under, Issuer under or with respect toto the Notes (whether or not in the form of definitive notes) or any of the Guarantors, the Securities in each case, solely under or the Note Guarantees with respect to a Guarantee will 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 penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed, levied, collected or assessed by or on behalf of (1) the Grand Duchy of Luxembourg or any political subdivision or governmental authority thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Securities or the Note Guarantees is made by or on behalf of the Payor, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) and (3), a “Relevant Taxing Jurisdiction”), Taxes unless the withholding or deduction of such Taxes is then required by law or the interpretation or administration thereoflaw. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of any Relevant Taxing Jurisdiction jurisdiction in which the Issuer or any Guarantor, is then incorporated, organized, engaged in business for tax purposes or otherwise considered to be resident for tax purposes, or any political subdivision or governmental authority thereof or therein having power to tax or any jurisdiction from or through which payment is made, excluding the United States and any political subdivision or taxing authorities thereof or therein (each, a “Tax Jurisdiction”), will at any time be required to be made from any payments made by or on behalf of the Issuer under or with respect to the Securities Notes or any of the Note Guarantees including Guarantors with respect to any Guarantee, including, without limitation, payments of principal, redemption price, purchase price, interest or premium, if anythe Issuer or the relevant Guarantor, redemption price or interestas applicable, the Payor will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments received by each Holder, (including payments of Additional Amounts) after such withholding withholding, or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than equal the respective amounts which 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 such Additional Amounts will be payable with respect to:: (1) any Taxes that would not have been imposed but for the holder or beneficial owner of the Notes being a citizen, resident or national of, incorporated in or carrying on a business in the relevant Tax Jurisdiction in which such Taxes are imposed, or having any other present or former connection with the relevant Tax Jurisdiction in which such Taxes are imposed other than by the mere acquisition or holding of any note or the enforcement or receipt of payment under or in respect of any note or any Guarantee; (2) any Taxes imposed or withheld as a result of the failure of the holder or beneficial owner of the Notes to comply with any written request, made to that holder or beneficial owner in writing at least 90 days before any such withholding or deduction would be payable, by the Issuer or any of the Guarantors to provide timely or accurate information concerning the nationality, residence or identity of such holder or beneficial owner or to make any valid or timely declaration or similar claim or satisfy any certification information or other reporting requirements (to the extent such 99 EU-DOCS\26039728.6

Additional Amounts. (a) All payments made by or on behalf of the Company, the Subsidiary Guarantors Issuers or any successor thereto (each, a “Payor”) under, Successor Issuer under or with respect to, to the Securities Notes (whether or not in the Note Guarantees will form of Definitive Notes) or any 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 for, or on account of of, any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed, levied, collected or assessed by or on behalf of (1) the Grand Duchy of Luxembourg or any political subdivision or governmental authority thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Securities or the Note Guarantees is made by or on behalf of the Payor, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) and (3), a “Relevant Taxing Jurisdiction”)taxes, unless the withholding or deduction of such Taxes taxes is then required by law or the interpretation or administration thereoflaw. If any deduction or withholding for, or on account of, any Taxes taxes imposed or levied by or on behalf of any Relevant Taxing Jurisdiction jurisdiction in which the Issuers or any Guarantor (including in either case any Successor Issuer or Successor Person, as applicable) is incorporated, 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 any jurisdiction by or through which payment is made by or on behalf of the Issuers or any Guarantor (including in either case any Successor Issuer or Successor Person, as applicable) under or with respect to the Notes or Guarantees or any political subdivision thereof or therein (each, a “Tax Jurisdiction”) 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 Securities Notes or any of the Note Guarantees Guarantors or Successor Persons with respect to any Guarantee, including payments of principal, redemption price, purchase price, interest or premium, if anythe Issuers or the relevant Guarantor (including in either case any Successor Issuer or Successor Person), redemption price or interestas applicable, the Payor will 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 in respect of such payments received by each Holder, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), ) will not be less than equal the respective amounts which 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 such Additional Amounts will be payable with respect to:: 124 |US-DOCS\143900591.2||

Additional Amounts. All payments (a) Payments made by the Company under or on behalf with respect to the Notes or any of the Company, the Subsidiary Guarantors or any successor thereto (each, a “Payor”) under, or with respect to, the Securities or the Note Guarantees will to any Subsidiary Guarantee shall be made free and clear of and without with- out withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other oth- er governmental charge (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed, levied, collected or assessed by or on behalf of (1) the Grand Duchy of Luxembourg or any political subdivision or governmental authority thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Securities or the Note Guarantees is made by or on behalf of the Payor, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) and (3), a “Relevant Taxing Jurisdiction”), unless the withholding or deduction of such Taxes is then required by law or the interpretation or administration thereoflaw. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction in which the Company or any Subsidiary Guarantor is at any relevant time orga- nized, engaged in business for tax purposes or resident for tax purposes or any political subdivision there- of or therein or (2) any jurisdiction from or through which payment is made by or on behalf of the Com- pany or any Subsidiary Guarantor (including the jurisdiction of any Relevant Taxing Jurisdiction paying agent) or any political subdi- vision thereof or therein (each, a “Tax Jurisdiction”) will at any time be required to be made from any payments made by the Company under or with respect to the Securities Notes or any of the Subsidiary Guarantors with respect to any Subsidiary Guarantee, the Company or the Note Guarantees including payments of principalrelevant Subsidiary Guarantor, premiumas applica- ble, if any, redemption price or interest, the Payor will pay (together with to each Holder of Notes that are outstanding on the date of the required payment, such payments) such additional addi- tional amounts (the “Additional Amounts”) as may be necessary in order so that the net amounts in respect of such payments amount received by each Holder, the appli- cable beneficial owner (including the Additional Amounts) after such withholding or deduction (including any such withholding or deduction or withholding from such Additional Amounts), will not be less than the amounts which would have been received by each Holder in respect of Additional Amounts) will equal the amount such payments in the absence of benefi- cial owner would have received if such withholding Taxes had not been withheld or deductiondeducted; provided, however, provided that no such Additional Addi- tional Amounts will be payable with respect to:to a payment to a Holder or beneficial owner of the Notes in respect of the following Taxes (“Excluded Taxes”):

Additional Amounts. All payments made by the Company on the Notes (whether or on behalf not in the form of the Company, the Subsidiary Guarantors or any successor thereto (each, a “Payor”Definitive Notes) under, or with respect to, the Securities or the Note Guarantees will be made free and clear of and without withholding or deduction for B-5 for, or on account of of, any present or future taxtaxes, dutyduties, levy, impost, assessment assessments or other governmental charge (including penalties, interest and other liabilities related thereto) charges of whatever nature (collectively, “"Taxes”") imposed, levied, collected imposed or assessed levied by or on behalf of (1) Luxembourg, the Grand Duchy of Luxembourg United States, Ireland or any political subdivision or governmental authority of any thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Securities or the Note Guarantees Notes is made by or on behalf of the Payormade, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which a the Payor is organized, resident organized or deemed otherwise considered to be doing businessa resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses of clause (1), (2) and (3), a “"Relevant Taxing Jurisdiction”"), unless the withholding or deduction of such Taxes is then required by law or the interpretation or administration thereoflaw. If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction will shall at any time be required from any payments made with respect to the Securities Notes or under the Note Guarantees Subsidiary Guarantee, including payments of principal, premiumRedemption Price, interest, premium or Liquidated Damages, if any, redemption price or interest, the Payor will pay (together with such payments) such additional amounts (the “"Additional Amounts”") as may be necessary in order that the net amounts received in respect of such payments received by each Holderthe Holders of Notes or the Trustee, as the case may be, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than equal the amounts which would have been received by each Holder in respect of such payments on the Notes in the absence of such withholding or deduction; providedPROVIDED, howeverHOWEVER, that no such Additional Amounts will be payable with respect to:

Additional Amounts. (a) All payments made by or on behalf of that the Company, the Subsidiary Guarantors or any successor thereto (each, a “Payor”) under, Issuer makes under or with respect to, to the Securities Notes or that the Note Guarantees Guarantor makes under or with respect to the Guarantee will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed, levied, collected imposed or assessed levied by or on behalf of (1i) any jurisdiction in which the Grand Duchy of Luxembourg Issuer or any political subdivision the Guarantor is incorporated, organized or governmental authority thereof otherwise considered to be a resident or therein having power to tax, maintaining a permanent establishment or doing business for tax purposes or (2ii) any jurisdiction from or through which the Issuer makes any payment on the Securities Notes or the Note Guarantees is made Guarantee or by or on behalf of the Payor, within any department or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in of clauses (1), (2i) and (3ii), a “Relevant Taxing Jurisdiction”), unless the withholding Issuer or deduction of such the Guarantor, as the case may be, is required to withhold or deduct Taxes is then required by law or by the interpretation or administration thereofof law. If the Issuer or the Guarantor is required to withhold or deduct any deduction or withholding for, amount for or on account of, any of Taxes of any a Relevant Taxing Jurisdiction will at any time be required from any payments payment made under or with respect to the Securities Notes, the Issuer or the Note Guarantees including payments of principalGuarantor, premiumas the case may be, if any, redemption price or interest, the Payor will pay (together with such payments) such additional amounts in cash (the “Additional Amounts”) as may be necessary in order to ensure that the net amounts in respect of such payments amount received by each Holder, holder of the Notes after such withholding or deduction (including any such withholding or deduction or withholding from such attributable to Additional Amounts), Amounts payable hereunder) will not be less than the amounts which 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 such Additional Amounts will be payable with respect to:deducted.