Common use of Additional Amounts Clause in Contracts

Additional Amounts. Except to the extent required by any applicable law, regulation law, regulation or governmental policy, any and all payments of, or in respect of the Loan, this Agreement, the Notes, any Loan Document or any Secured Note shall be made free and clear of and without deduction for or on account of any and all present or future taxes, levies, imposts, deduction, charges or withholdings and all liabilities with respect thereto imposed by Panama, The Bahamas, The Marshall Islands or any other jurisdiction with which xxx Xxxpany or any Subsidiary has some connection (including any jurisdiction (other than the United States of America) from or through which payments under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) or any political subdivision of or any taxing authority in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectively). If the Lender, the Company or any Subsidiary Guarantor shall be required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or in respect of any sum payable under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable by the Company or such Subsidiary Guarantor, as the case may be, thereunder shall be increased by the amount ("Additional Amounts") necessary so that after making all required withholdings and deductions, Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) that would not have been imposed but for the presentation (where presentation is required) of such Secured Note for payment more than 180 days after the date such payment became due and payable or was duly provided for, whichever occurs later. The Lender, the Company or the Subsidiary Guarantors, as applicable, will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law, and, in any such case, the Lender is required to furnish under the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for the amount of (i) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to any Secured Notes, and (ii) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so that the net amount received by such Holder (net of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect 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 payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that such Additional Amounts will be payable 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. Except to All payments made by the extent required by any applicable law, regulation law, regulation or governmental policy, any and all payments of, or in respect of Company on the Loan, this Agreement, the Notes, any Loan Document or any Secured Note shall Notes will ------------------ be made free and clear of and without withholding or deduction for for, or on account of of, any and all present or future taxes, leviesduties, impostsassessments or governmental charges of whatever nature (collectively, deduction, charges "Taxes") imposed or withholdings and all liabilities with respect thereto imposed levied by Panama, The Bahamas, The Marshall Islands or on behalf of Germany or any other jurisdiction with in which xxx Xxxpany the Company or any Subsidiary has some connection (including Successor Company is organized or is otherwise resident for tax purposes or any political subdivision thereof or any authority having power to tax therein or any jurisdiction (other than the United States of America) from or through which payment is made (each a "Relevant Taxing Jurisdiction"), unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction, shall at any time be required on any payments under this Agreement, made by the Company with respect to the Notes, any Loan Documentincluding payments of Accreted Value, the Guarantee principal, redemption price, interest or the Secured Notes are made) or any political subdivision of or any taxing authority in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectively). If the Lenderpremium, the Company or any Subsidiary Guarantor shall will pay such additional amounts (the "Additional Amounts") as may be required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or necessary in order that the net amounts received in respect of any sum payable under this Agreement, such payments by the Notes, any Loan Document, Holders of the Guarantee Notes or the Secured Notes, the sum payable by the Company or such Subsidiary GuarantorTrustee, as the case may be, thereunder shall be increased by after such withholding or deduction, equal 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 respective amounts which would have been received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, payments in the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement absence 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 (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law, and, in any such case, the Lender is required to furnish under the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for the amount of (i) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to any Secured Notes, and (ii) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so deduction; except 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 net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect 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 payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that no such Additional Amounts will be payable 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.with respect to:

Additional Amounts. Except to All payments made by the extent required by any applicable law, regulation law, regulation Company on the Notes (whether or governmental policy, any and all payments of, or not in respect the form of the Loan, this Agreement, the Definitive Notes, any Loan Document or any Secured Note shall ) will be made free and clear of and without withholding or deduction for for, or on account of of, any and all present or future taxes, leviesduties, impostsassessments or governmental charges of whatever nature (collectively, deduction"Taxes") imposed or levied by or on behalf of (1) Luxembourg, charges or withholdings and all liabilities with respect thereto imposed by Panamathe United States, The Bahamas, The Marshall Islands Ireland or any other jurisdiction with which xxx Xxxpany political subdivision or governmental authority of any Subsidiary has some connection thereof or therein having power to tax, (including 2) any jurisdiction (other than the United States of America) from or through which payments under this Agreementpayment on the Notes is made, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) or any political subdivision of or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which the Payor is organized or otherwise considered to be a resident for tax purposes, or any taxing political subdivision or governmental authority in any such jurisdiction thereof or therein having the power to tax (each of clause (1), (2) and (3), a "Panamanian Taxes," Relevant Taxing Jurisdiction"Bahamian Taxes," "MI Taxes," ), unless the withholding or "Other Taxes," respectively)deduction of Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction shall at any time be required from any payments made with respect to the LenderNotes, including payments of principal, Redemption Price, interest, premium or Liquidated Damages, if any, the Company or any Subsidiary Guarantor shall Payor will pay (together with such payments) such additional amounts (the "Additional Amounts") as may be required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or necessary in order that the net amounts received in respect of any sum payable under this Agreement, such payments by the Notes, any Loan Document, the Guarantee Holders of Notes or the Secured Notes, the sum payable by the Company or such Subsidiary GuarantorTrustee, as the case may be, thereunder shall be increased by the amount after such withholding or deduction ("including any such deduction or withholding from such 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 amounts which would have been received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, payments on the Loan, Notes in the Guarantee or any applicable Subsidiary Guarantee or the enforcement absence 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 (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable lawdeduction; PROVIDED, andHOWEVER, in any such case, the Lender is required to furnish under the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for the amount of (i) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to any Secured Notes, and (ii) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so that the net amount received by such Holder (net of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect 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 payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that no such Additional Amounts will be payable 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.with respect to:

Additional Amounts. Except All payments made by the Company under or with respect to the extent required by any applicable law, regulation law, regulation or governmental policy, any and all payments of, or in respect of the Loan, this Agreement, the Notes, any Loan Document or any Secured Note Notes shall be made free and clear of and without withholding or deduction for or on account of any and all present or future taxestax, leviesduty, impostslevy, deductionimpost, charges assessment, or withholdings other governmental charge (including penalties, interest and all other liabilities with respect thereto related thereto) (collectively, "TAXES") imposed or levied by Panama, The Bahamas, The Marshall Islands or on behalf of Luxembourg or any other jurisdiction with in which xxx Xxxpany the Company is organized or is a resident for tax purposes or by any Subsidiary has some connection (including any jurisdiction (other than the United States of America) from government authority or through which payments under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) or any political subdivision of or any taxing authority in any such jurisdiction territory or possession or agency therein or thereof having the power to tax (each, a "Panamanian Taxes," TAXING AUTHORITY"Bahamian Taxes," "MI Taxes," ), unless the Company is required to withhold or "Other Taxes," respectively)deduct Taxes by law or by the interpretation or administration thereof. If the Lender, the Company or any Subsidiary Guarantor shall be is required by law to withhold or deduct any Panamanian Taxesamount for or on account of 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, Bahamian Taxes, MI Taxes, from any payment made under or Other Taxes from or in with respect of any sum payable under this Agreement, to the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable by the Company or shall pay such Subsidiary Guarantor, as the case may be, thereunder shall be increased by the amount additional amounts ("Additional AmountsADDITIONAL AMOUNTS") as may be necessary so that the net amount received by each Holder of Notes after making all required withholdings such withholding or deduction will not be less than the amount the Holder 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 if such Taxes had not such withholdings and deductions been madewithheld or deducted; provided PROVIDED that any such sum no Additional Amounts shall not be paid in payable with respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a payment made to a Holder of Notes or to a third party on behalf of a Holder, with respect to (an "Excluded Holder"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 (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning receipt of such Secured Note, being a beneficiary payment or the ownership or holding outside of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect Luxembourg of such Secured Note); (b) any estate, the Loaninheritance, the Guarantee gift, sales, excise, transfer, personal property tax or similar tax, assessment or governmental charge; (c) any applicable Subsidiary Guarantee Taxes payable otherwise than by deduction or the enforcement withholding from payments of such Secured Noteprincipal of, the Loanpremium, the Guarantee or any applicable Subsidiary Guaranteeif any, or interest on such Note; or (iid) Taxes that would not have been imposed but for the presentation failure of the Holder or beneficial owner of a Note to comply, upon written request therefor furnished by the 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: (where presentation is requiredi) if the payment under or with respect to the Notes could have been made by another paying agent without such deduction or withholding, (ii) if the payment under or with respect to the Notes could have been made without such deduction or withholding if the beneficiary of such Secured the payment had presented the Note for payment more than 180 within 30 days after (A) the date on which such payment or such Note became due and payable or was (B) the date on which payment thereof is duly provided for, whichever occurs lateris 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), (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 Lender, the Company or the Subsidiary Guarantors, as applicable, will 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 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 Taxes. The Company will supply to the Trustee for forwarding to all Holders, and, in any without cost to such case, the Lender is required to furnish under the Indenture to each Holder on whose behalf an amount was so remittedHolders, within 30 calendar 60 days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes so deducted or Other Taxes withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the LenderCompany or if, notwithstanding the Company's efforts to obtain such receipts, the Company or same are not obtainable, other evidence of such payments by 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 net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposedCompany. At least 30 calendar days prior to each date on which any payment under or with respect to the Secured Notes is due and payable, if the Lender, the Company or the Subsidiary Guarantors, as applicable, will shall be obligated to pay Additional Amounts with respect to such payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will shall deliver to the Trustee an officer's certificate Officers' Certificate stating the fact that such Additional Amounts will be payable and the amounts will be payable and payable, the amounts so payable and will shall set forth such other information as is necessary to enable the Trustee to pay such Additional Amounts to Holders 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 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. Except Any and all amounts payable by the Company to each Holder, under or with respect to the extent required by Convertible Notes will be paid without any applicable law, regulation law, regulation deduction or governmental policy, any and all payments of, or in respect of the Loan, this Agreement, the Notes, any Loan Document or any Secured Note shall be made free and clear of and without deduction withholding for or on account of any and all present or future taxestax, leviesduty, impostslevy, deductionimpost, charges assessment or withholdings and all liabilities with respect thereto imposed by Panama, The Bahamas, The Marshall Islands or any other jurisdiction with which xxx Xxxpany or any Subsidiary has some connection governmental charge (including any interest or penalties with respect thereto) imposed or levied by or on behalf of any jurisdiction or by any authority or agency therein or thereof having power to tax (other than the United States of Americahereinafter “Withholding Taxes”) from or through which payments under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) or any political subdivision of or any taxing authority in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectively). If the Lender, unless the Company or any Subsidiary Guarantor shall be other person is required by any law or regulation (or by the interpretation or administration thereof) to withhold make any deduction or deduct withholding from any Panamanian payment with respect to Withholding Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or in respect of any sum payable under this Agreement. In such an event, the Notes, any Loan Document, Company will pay an additional amount in cash (“Additional Amount”) as will result (after deduction of such Withholding Taxes) in the Guarantee or payment to the Secured Notes, the sum payable by the Company or Holder of such Subsidiary Guarantor, as the case may be, thereunder shall be increased by Convertible Note of the amount ("Additional Amounts") necessary so that after making all required withholdings and deductions, Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments payable in respect of such Secured NoteConvertible Note had no such withholding or deduction been required, the Loan, the Guarantee except that no Additional Amount shall be so payable for or on account of: (1) any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) Withholding Tax that would not have been imposed but for the presentation 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 payment under, such Convertible Note; (where presentation 2) subject to the provision relating to a gross basis tax set forth below, any tax, assessment or other governmental charge which is requiredpayable 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 Secured Convertible Note for payment more than 180 days after the date written request by the Company, (a) to provide information concerning the nationality, residence or identity of such payment became due 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 taxing authority thereof or therein as a precondition to exemption from all or part of such withholding, deduction, tax, assessment or other governmental charge and payable which Holder is lawfully entitled to provide or was duly provided formake; or (4) any combination of clauses (1), whichever occurs later. The Lender, the Company or the Subsidiary Guarantors, as applicable, will also (i2) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law, and, in any 3); nor shall such case, the Lender is required to furnish under the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for the amount of (i) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and Additional Amounts be paid by such Holder as a result of payments made under or with respect to any Secured Notes, and (ii) payment on any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed with respect such Convertible Note to any reimbursement under the foregoing clause (i) so that the net amount received by such Holder (net who is a fiduciary or partnership to the extent that such payment would be required by the laws of payments made under the United States or 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 Secured fiduciary or a member of such 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 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 Loanpayment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. In addition, for these purposes, if and to the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount extent a gross basis tax is being imposed on the Holder as a substitute for any Withholding Tax for which an Additional Amount would have received if Panamanian Taxesotherwise be payable, Bahamian Taxessuch Additional Amount would still be payable by the Company in the form of reimbursement to Holder, MI Taxes and the Company agrees to pay any interest, penalties or Other Taxes 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 made by it and promptly forward to such reimbursement had not Holder copies of official receipt or other evidence showing that the full amount of any such deduction or withholding has been imposed. At least 30 calendar days prior paid over to each the relevant taxation or other authority before the date on which any payment under or with respect 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 payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that such Additional Amounts will be payable 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 datepenalties attach thereto.

Additional Amounts. Except (a) All payments made by or on behalf of the Issuer or any of the Guarantors under or with respect to the extent required by any applicable law, regulation law, regulation Notes (whether or governmental policy, any and all payments of, or not in respect the form of the Loan, this Agreement, the Definitive Registered Notes, any Loan Document ) or any Secured Note shall Guarantee will be made free and clear of and without withholding or deduction for for, or on account of of, any and all present or future taxesTaxes unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, leviesor on account of, imposts, deduction, charges any Taxes imposed or withholdings and all liabilities with respect thereto imposed levied by Panama, The Bahamas, The Marshall Islands or on behalf of (i) any jurisdiction in which the Issuer or any other jurisdiction with which xxx Xxxpany or any Subsidiary has some connection 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 (other than the United States of America) from or through which payments under this Agreementpayment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the Notes, jurisdiction of any Loan Document, the Guarantee or the Secured Notes are madePaying 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 under or with respect to the Notes or any taxing authority in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," Note Guarantee, including, without limitation, payments of principal, redemption price, purchase price, interest or "Other Taxes," respectively). If the Lenderpremium, the Company Issuer or any Subsidiary the relevant Guarantor shall or other payor, as applicable, will pay such additional amounts (the “Additional Amounts”) as may be required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or necessary in order that the net amounts received and retained in respect of any sum payable under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable such payments 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 each Holder or beneficial owner of Secured Notes shall receive an amount (including Additional Amounts) after such withholding, deduction or imposition will equal to the sum respective amounts that it would have been received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments retained in respect of such Secured Note, payments in the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement absence of such Secured Notewithholding or deduction; provided, however, that no Additional Amounts will be payable with respect to: (i) any Taxes, to the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) that 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) of such Secured Note for payment more than 180 30 days after the date 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 became due and payable (where presentation is required) by or was duly provided for, whichever occurs later. The Lender, the Company or the Subsidiary Guarantors, as applicable, will also (i) make on behalf of a Holder who would have been able to avoid such withholding or deduction and (ii) remit the full amount deducted or withheld to by presenting the relevant authority Note to another Paying Agent in accordance a member state of the European Union; (v) any Taxes payable other than by deduction or withholding from payments under, or with applicable law, and, in any such caserespect to, the Lender is required to furnish under the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for the amount of (i) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments made under Notes or with respect to any Secured 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, and 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 (iiincluding, 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 Panamanian TaxesTaxes 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, Bahamian Taxesas amended (the “Code”), MI Taxes as of the date of the Offering Memorandum (or Other Taxes so levied any amended or imposed with respect successor version that is substantively comparable and not materially more onerous to comply with), the U.S. Treasury Regulations issued thereunder or any reimbursement under official interpretation thereof or any agreement entered into pursuant to Section 1471 of the foregoing clause Code; or (viii) any combination of clauses (i) so that the net amount received by such Holder through (net of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guaranteesvii) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect 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 payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that such Additional Amounts will be payable 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 dateabove.

Additional Amounts. Except All payments made under or with respect to the extent required by Notes under the Indenture or pursuant to any applicable law, regulation law, regulation or governmental policy, any and all payments of, or in respect of the Loan, this Agreement, the Notes, any Loan Document or any Secured Note shall Guarantee must be made free and clear of and without withholding or deduction for or on account of any and all present or future taxestax, leviesduty, impostslevy, deductionimpost, charges assessment or withholdings other governmental charge (including penalties, interest and all other liabilities with respect thereto related thereto) imposed or levied by Panamaor on behalf of (1) the United States, The BahamasGermany, The Marshall Islands Luxembourg, the United Kingdom or any other jurisdiction with which xxx Xxxpany political subdivision or any Subsidiary has some connection governmental authority thereof or therein having the power to tax, (including 2) any jurisdiction (other than the United States of America) from or through which payments under this Agreementpayment on the Notes or any Note Guarantee is made, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) or any political subdivision of or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which the payor is organized or otherwise considered to be a resident or engaged in business for tax purposes, or any taxing political subdivision or governmental authority in any such jurisdiction thereof or therein having the power to tax ("Panamanian each a “Relevant Taxing Jurisdiction”), collectively, “Taxes," "Bahamian Taxes," "MI Taxes," ” unless the Issuer, relevant Guarantor or "Other Taxes," respectively)other applicable withholding agent is required to withhold or deduct Taxes by law or by the interpretation or administration thereof by the relevant government authority or agency. If the LenderIssuer, the Company any Guarantor or any Subsidiary Guarantor shall be other applicable withholding agent is so required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, amount for or Other on account of Taxes from any payment made under or in with respect of to the Notes or any sum payable under this AgreementNote Guarantee, the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable by the Company Issuer or such Subsidiary Guarantor, as the case may be, thereunder shall will be increased by the required to pay such amount ("— “Additional Amounts") ” — as may be necessary so that after making all required withholdings and deductions, Lender or any Holder or the net amount (including Additional Amounts) received by each beneficial owner of Secured Notes shall receive an after such withholding or deduction (including any withholding or deduction on such Additional Amounts) will not be less than the amount equal to the sum that it 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 withholdings and deductions been made; provided that any such sum shall not be paid in respect Taxes are imposed by reason of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the such beneficial owner of such Secured Note carrying on business being considered to be or being deemed to carry on business in or through have been connected with a permanent establishment or fixed base in Relevant Taxing Jurisdiction, otherwise than by the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere acquisition, ownership, holding or owning of such Secured Note, being a beneficiary disposition of the Notes, the enforcement of rights under the Notes or under any Note Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, the Loan, the Guarantee Notes or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Note Guarantee, or (ii) such beneficial owner not completing any procedural formalities that would not have been imposed but it is legally eligible to complete and are necessary for the presentation Issuer, a Guarantor or other applicable withholding agent to make or obtain authorization to make payments without such Taxes (where presentation is required) including, without limitation, providing prior to the receipt of such Secured any payment on or in respect of a Note for payment more than 180 days after the date such payment became due or any Note Guarantee, a complete, correct and payable executed IRS Form W-8 or was duly provided for, whichever occurs later. The Lender, the Company W-9 or the Subsidiary Guarantorssuccessor form, as applicable, will also 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 (ii) remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable law, and, in . The Issuer or any such case, the Lender is required Guarantor (as applicable) will use all reasonable efforts to furnish under the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, obtain certified copies of tax receipts evidencing such the payment by the LenderIssuer 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 Company Indenture or the Subsidiary GuarantorsNotes or any Note Guarantee there are mentioned, as applicable. The Company willin any context, upon written request (1) the payment of each Holder principal, (other than an Excluded Holder)2) purchase prices in connection with a purchase of Notes under the Indenture or the Notes, reimburse each such holder for the amount of (i3) interest or (4) 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 other amount payable on or with respect to any Secured Notesof the Notes or any Note Guarantee, and (ii) any Panamanian Taxessuch reference shall be deemed to include payment of Additional Amounts as described under this heading to the extent that, Bahamian Taxesin such context, MI Taxes Additional Amounts are, were or Other Taxes so levied or imposed with would be payable in 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 net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposedthereof. At least 30 calendar days prior to each date on which any payment under of principal, premium, if any, or with respect to interest or other amounts on the Secured Notes is due and payableto 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 Lender, the Company Issuer or the Subsidiary Guarantors, as applicable, a Guarantor will be obligated to pay Additional Amounts with respect to any such payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, Issuer will deliver to promptly furnish the Trustee and the Paying Agent, if other than the Trustee, with an officer's certificate Officers’ Certificate stating the fact that such Additional Amounts will be payable and the amounts will be payable and the amounts so payable 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. Except All payments made under or with respect to the extent required by Notes under the Indenture or pursuant to any applicable law, regulation law, regulation or governmental policy, any and all payments of, or in respect of the Loan, this Agreement, the Notes, any Loan Document or any Secured Note shall Guarantee must be made free and clear of and without withholding or deduction for or on account of any and all present or future taxestax, leviesduty, impostslevy, deductionimpost, charges assessment or withholdings other governmental charge (including penalties, interest and all other liabilities with respect thereto related thereto) imposed or levied by Panamaor on behalf of (1) the United States, The BahamasGermany, The Marshall Islands Luxembourg, the United Kingdom or any other jurisdiction with which xxx Xxxpany political subdivision or any Subsidiary has some connection governmental authority thereof or therein having the power to tax, (including 2) any jurisdiction (other than the United States of America) from or through which payments under this Agreementpayment on the Notes or any Note Guarantee is made, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) or any political subdivision of or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which the payor is organized or otherwise considered to be a resident or engaged in business for tax purposes, or any taxing political subdivision or governmental authority in any such jurisdiction thereof or therein having the power to tax ("Panamanian each a “Relevant Taxing Jurisdiction”), collectively, “Taxes," "Bahamian Taxes," "MI Taxes," ” unless the Issuer, relevant Guarantor or "Other Taxes," respectively)other applicable withholding agent is required to withhold or deduct Taxes by law or by the interpretation or administration thereof by the relevant government authority or agency. If the LenderIssuer, the Company any Guarantor or any Subsidiary Guarantor shall be other applicable withholding agent is so required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, amount for or Other on account of Taxes from any payment made under or in with respect of to the Notes or any sum payable under this AgreementNote Guarantee, the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable by the Company Issuer or such Subsidiary Guarantor, as the case may be, thereunder shall will be increased by the required to pay such amount ("— “Additional Amounts") ” — as may be necessary so that after making all required withholdings and deductions, Lender or any Holder or the net amount (including Additional Amounts) received by each beneficial owner of Secured Notes shall receive an after such withholding or deduction (including any withholding or deduction on such Additional Amounts) will not be less than the amount equal to the sum that it 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 withholdings and deductions been made; provided that any such sum shall not be paid in respect Taxes are imposed by reason of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the such beneficial owner of such Secured Note carrying on business being considered to be or being deemed to carry on business in or through have been connected with a permanent establishment or fixed base in Relevant Taxing Jurisdiction, otherwise than by the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere acquisition, ownership, holding or owning of such Secured Note, being a beneficiary disposition of the Notes, the enforcement of rights under the Notes or under any Note Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, the Loan, the Guarantee Notes or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Note Guarantee, or (ii) such beneficial owner not completing any procedural formalities that would not have been imposed but it is legally eligible to complete and are necessary for the presentation Issuer, a Guarantor or other applicable withholding agent to make or obtain authorization to make payments without such Taxes (where presentation is required) including, without limitation, providing prior to the receipt of such Secured any payment on or in respect of a Note for payment more than 180 days after the date such payment became due or any Note Guarantee, a complete, correct and payable executed IRS Form W-8 or was duly provided for, whichever occurs later. The Lender, the Company W-9 or the Subsidiary Guarantorssuccessor form, as applicable, will also 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 (ii) remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable law, and, in . The Issuer or any such case, the Lender is required Guarantor (as applicable) will use all reasonable efforts to furnish under the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, obtain certified copies of tax receipts evidencing such the payment by the LenderIssuer 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 Company Indenture or the Subsidiary GuarantorsNotes or any Note Guarantee there are mentioned, as applicable. The Company willin any context, upon written request (1) the payment of each Holder principal, (other than an Excluded Holder)2) purchase prices in connection with a purchase of Notes under the Indenture or the Notes, reimburse each such holder for the amount of (i3) interest or (4) 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 other amount payable on or with respect to any Secured Notesof the Notes or any Note Guarantee, and (ii) any Panamanian Taxessuch reference shall be deemed to include payment of Additional Amounts as described under this heading to the extent that, Bahamian Taxesin such context, MI Taxes Additional Amounts are, were or Other Taxes so levied or imposed with would be payable in 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 net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposedthereof. At least 30 calendar days prior to each date on which any payment under of principal, premium, if any, or with respect to interest or other amounts on the Secured Notes is due and payableto 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 Lender, the Company Issuer or the Subsidiary Guarantors, as applicable, a Guarantor will be obligated to pay Additional Amounts with respect to any such payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, Issuer will deliver to promptly furnish the Trustee and the Paying Agent, if other than the Trustee, with an officer's certificate Officers’ Certificate stating the fact that such Additional Amounts will be payable and the amounts will be payable and the amounts so payable 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. Except to All payments made by the extent required by any applicable law, regulation law, regulation Company on the Notes (whether or governmental policy, any and all payments of, or not in respect the form of the Loan, this Agreement, the Definitive Notes, any Loan Document or any Secured Note shall ) will be made free and clear of and without withholding or deduction for for, or on account of of, any and all present or future taxes, leviesduties, impostsassessments or governmental charges of whatever nature (collectively, deduction“Taxes”) imposed or levied by or on behalf of (1) Luxembourg, charges or withholdings and all liabilities with respect thereto imposed by Panamathe United States, The Bahamas, The Marshall Islands Ireland or any other jurisdiction with which xxx Xxxpany political subdivision or governmental authority of any Subsidiary has some connection thereof or therein having power to tax, (including 2) any jurisdiction (other than the United States of America) from or through which payments under this Agreementpayment on the Notes is made, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) or any political subdivision of or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which the Payor is organized or otherwise considered to be a resident for tax purposes, or any taxing political subdivision or governmental authority in any such jurisdiction thereof or therein having the power to tax ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," each of clause (1), (2) and (3), a “Relevant Taxing Jurisdiction”), unless the withholding or "Other Taxes," respectively)deduction of Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction shall at any time be required from any payments made with respect to the LenderNotes, including payments of principal, Redemption Price, interest or premium, the Company or any Subsidiary Guarantor shall Payor will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or necessary in order that the net amounts received in respect of any sum payable under this Agreement, such payments by the Notes, any Loan Document, the Guarantee Holders of Notes or the Secured Notes, the sum payable by the Company or such Subsidiary GuarantorTrustee, as the case may be, thereunder shall be increased by the amount after such withholding or deduction ("including any such deduction or withholding from such 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 amounts which would have been received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, payments on the Loan, Notes in the Guarantee or any applicable Subsidiary Guarantee or the enforcement absence 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 (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable lawdeduction; provided, andhowever, in any such case, the Lender is required to furnish under the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for the amount of (i) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to any Secured Notes, and (ii) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so that the net amount received by such Holder (net of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect 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 payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that no such Additional Amounts will be payable 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.with respect to:

Additional Amounts. Except (a) All payments made by or on behalf of the Issuer under or with respect to the extent required by Notes (whether or not in the form of Definitive Registered Notes) or any applicable law, regulation law, regulation or governmental policy, any and all payments of, or in respect of the Loan, this Agreement, the Notes, any Loan Document or any Secured Guarantors with respect to its Note shall Guarantee will be made free and clear of and without withholding or deduction for for, or on account of of, any and all present or future taxesTaxes unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, leviesor on account of, imposts, deduction, charges any Taxes imposed or withholdings and all liabilities with respect thereto imposed levied by Panama, The Bahamas, The Marshall Islands or on behalf of any jurisdiction in which the Issuer or any other jurisdiction with which xxx Xxxpany or any Subsidiary has some connection Guarantor (including any jurisdiction (other than the United States of Americasuccessor entity) from or through which payments under this Agreementis then incorporated, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) or any political subdivision of or any taxing authority engaged in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectively). If the Lender, the Company or any Subsidiary Guarantor shall be required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or in respect of any sum payable under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable by the Company or such Subsidiary Guarantor, as the case may be, thereunder shall be increased by the amount ("Additional Amounts") necessary so that after making all required withholdings and deductions, Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction resident for tax purposes or any political subdivision thereof or therein or any taxing authority therein other than the mere holding jurisdiction from or owning of such Secured Note, being a beneficiary through which payment is made by or on behalf of the Guarantee Issuer or any applicable Subsidiary GuaranteeGuarantor (including, without limitation, the receipt jurisdiction of any income or payments in respect of such Secured NotePaying Agent) (each, the Loan, the Guarantee or a “Tax Jurisdiction”) will at 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 (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law, and, in any such case, the Lender is time be 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 be made from any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for the amount of (i) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments made under by 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 on behalf of 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 net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment Issuer under or with respect to the Secured Notes is due and payableor any of the Guarantors with respect to any Note Guarantee, if the Lenderincluding, without limitation, payments of principal, redemption price, purchase price, interest or premium, the Company Issuer or the Subsidiary Guarantorsrelevant Guarantor, as applicable, will pay such additional amounts (the “Additional Amounts”) as may be obligated to pay necessary in order that the net amounts received and retained in respect of such payments by each holder (including Additional Amounts with Amounts) after such withholding, deduction or imposition will equal the respective amounts that would have been received and retained in respect to of such paymentpayments in the absence of such withholding or deduction; provided, the Lenderhowever, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that such no Additional Amounts will be payable 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.with respect to:

Additional Amounts. Except Any payments made by the Guarantor under or with respect to the extent required by any applicable law, regulation law, regulation or governmental policy, any and all payments of, or in respect of Securities pursuant to the Loan, this Agreement, the Notes, any Loan Document or any Secured Note shall Security Guarantee will be made free and clear of and without withholding or deduction for or on account of any and all present or future taxestax, leviesduty, impostslevy, deductionimpost, charges assessment or withholdings and all liabilities with respect thereto imposed by Panama, The Bahamas, The Marshall Islands or any other jurisdiction with which xxx Xxxpany or any Subsidiary has some connection governmental charge (including penalties, interest and other liabilities related thereto) imposed or levied by or on behalf of the Government of the Republic of Argentina or of any jurisdiction subdivision, province or territory thereof or by any authority or agency therein or thereof having power to tax (other than hereinafter “Taxes”), unless the United States of America) from Guarantor is required to withhold or through which payments under this Agreement, deduct Taxes by law or by the Notes, any Loan Document, the Guarantee interpretation or the Secured Notes are made) or any political subdivision of or any taxing authority in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectively)administration thereof. If the Lender, the Company or any Subsidiary Guarantor shall be is required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, amount for or Other on account of Taxes from any payment made under or in with respect of any sum payable under this Agreementto the Security Guarantee, the NotesGuarantor will, on or prior to the due date for the payment thereof, pay any Loan Documentsuch Taxes to the appropriate governmental authority, and will pay such additional amounts (“Additional Amounts”) as may be necessary, so that the Guarantee net amount received by each Holder of Securities (including Additional Amounts) after such withholding or the Secured Notes, the sum payable by the Company or such Subsidiary Guarantor, as the case may be, thereunder shall deduction will not be increased by less than the amount ("Additional Amounts") necessary so that after making all required withholdings and deductions, Lender or any such Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received if such Taxes had not such withholdings and deductions been madewithheld or deducted; provided that any such sum shall not no Additional Amounts will be paid in payable with respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a payment made to a Holder (an "“Excluded Holder"”) (i) resulting from the beneficial owner who is liable for taxes or duties in respect of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or Security by reason of its having any other some connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein Argentina other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee Security or any applicable Subsidiary Guarantee, the receipt of any income principal or payments interest in respect thereof; (ii) in respect of such Secured Noteany estate, the Loaninheritance, the Guarantee gift, sales, transfer or personal property tax or any applicable Subsidiary Guarantee similar tax, assessment or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, governmental charge; or (iiiii) that 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 presentation (where presentation is required) nationality, residence or identity of the Holder or beneficial owner of such Secured Note for payment more than 180 days after the date Security, if such payment became due and payable compliance is required by statute or was duly provided forby regulation of Argentina or of any political subdivision or taxing authority thereof or therein as a precondition to relief or exemption from such tax, whichever occurs laterassessment or other governmental charge. The Lender, the Company or the Subsidiary Guarantors, as applicable, will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law, and, in any such case, the Lender is required to furnish under the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company Guarantor will, upon written request of each any Holder (other than an Excluded Holder), reimburse each such holder 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, the Securities 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) ), but excluding any such Taxes on such Holder’s net income 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 net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect to the Secured Notes Securities is due and payable, if the Lender, the Company or the Subsidiary Guarantors, as applicable, Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, Guarantor will deliver to the relevant Trustee and Paying Agents an officer's certificate 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 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. Except to All payments made by the extent required by any applicable law, regulation law, regulation Company on the Notes (whether or governmental policy, any and all payments of, or not in respect the form of the Loan, this Agreement, the Definitive Notes, any Loan Document or any Secured Note shall ) will be made free and clear of and without withholding or deduction for for, or on account of of, any and all present or future taxes, leviesduties, impostsassessments or governmental charges of whatever nature (collectively, deduction"Taxes") imposed or levied by or on behalf of (1) Luxembourg, charges or withholdings and all liabilities with respect thereto imposed by Panamathe United States, The Bahamas, The Marshall Islands Ireland or any other jurisdiction with which xxx Xxxpany political subdivision or governmental authority of any Subsidiary has some connection thereof or therein having power to tax, (including 2) any jurisdiction (other than the United States of America) from or through which payments under this Agreementpayment on the Notes is made, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) or any political subdivision of or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which the Payor is organized or otherwise considered to be a resident for tax purposes, or any taxing political subdivision or governmental authority in any such jurisdiction thereof or therein having the power to tax (each of clause (1), (2) and (3), a "Panamanian Taxes," Relevant Taxing Jurisdiction"Bahamian Taxes," "MI Taxes," ), unless the withholding or "Other Taxes," respectively)deduction of Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction shall at any time be required from any payments made with respect to the LenderNotes, including payments of principal, Redemption Price, interest or premium, if any, the Company or any Subsidiary Guarantor shall Payor will pay (together with such payments) such additional amounts (the "Additional Amounts") as may be required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or necessary in order that the net amounts received in respect of any sum payable under this Agreement, such payments by the Notes, any Loan Document, the Guarantee Holders of Notes or the Secured Notes, the sum payable by the Company or such Subsidiary GuarantorTrustee, as the case may be, thereunder shall be increased by the amount after such withholding or deduction ("including any such deduction or withholding from such 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 amounts which would have been received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, payments on the Loan, Notes in the Guarantee or any applicable Subsidiary Guarantee or the enforcement absence 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 (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable lawdeduction; PROVIDED, andHOWEVER, in any such case, the Lender is required to furnish under the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for the amount of (i) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to any Secured Notes, and (ii) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so that the net amount received by such Holder (net of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect 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 payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that no such Additional Amounts will be payable 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.with respect to:

Additional Amounts. Except to All payments made by or on behalf of the extent required by Company, the Subsidiary Guarantors or any applicable lawsuccessor thereto (each, regulation law, regulation or governmental policy, any and all payments ofa “Payor”) under, or in with respect of the Loan, this Agreementto, the Notes, any Loan Document Securities or any Secured the Note shall Guarantees will be made free and clear of and without withholding or deduction for or on account of any and all present or future taxestax, leviesduty, impostslevy, deductionimpost, charges assessment or withholdings other governmental charge (including penalties, interest and all other liabilities with respect thereto imposed related thereto) (collectively, “Taxes”) imposed, levied, collected or assessed by Panama, The Bahamas, The Marshall Islands or on behalf of (1) the Grand Duchy of Luxembourg or any other jurisdiction with which xxx Xxxpany political subdivision or any Subsidiary has some connection governmental authority thereof or therein having power to tax, (including 2) any jurisdiction (other than the United States of America) from or through which payments under this Agreement, payment on the Notes, any Loan Document, the Guarantee Securities or the Secured Notes are made) Note Guarantees is made by or on behalf of the Payor, or any political subdivision of or governmental authority thereof or therein having the power to tax or (3) any taxing authority other jurisdiction in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," which a Payor is organized, resident or "Other Taxes," respectively). If the Lender, the Company or any Subsidiary Guarantor shall be required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or in respect of any sum payable under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable by the Company or such Subsidiary Guarantor, as the case may be, thereunder shall be increased by the amount ("Additional Amounts") necessary so that after making all required withholdings and deductions, Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction be doing business, or any political subdivision or governmental authority thereof or any taxing authority therein other than having the mere holding power to tax (each jurisdiction described in clauses (1), (2) and (3), a “Relevant Taxing Jurisdiction”), unless the withholding or owning deduction of such Secured NoteTaxes is then required by law or the interpretation or administration thereof. If any deduction or withholding for, being a beneficiary 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 Guarantee Securities or any applicable Subsidiary Guaranteethe Note Guarantees including payments of principal, premium, if any, redemption price or interest, the receipt of any income or payments 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 Secured Notepayments received by each Holder, 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 (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law, and, in including any such 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 deduction or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing withholding from such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded HolderAdditional Amounts), 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 net amount the Holder amounts which would have been received if Panamanian Taxesby each Holder in respect of such payments in the absence of such withholding or deduction; provided, Bahamian Taxeshowever, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect 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 payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that no such Additional Amounts will be payable 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.with respect to:

Additional Amounts. Except to All payments made by the extent required by any applicable law, regulation law, regulation Company on the Notes (whether or governmental policy, any and all payments of, or not in respect the form of the Loan, this Agreement, the Definitive Notes, any Loan Document or any Secured Note shall ) will be made free and clear of and without withholding or deduction for for, or on account of of, any and all present or future taxes, leviesduties, impostsassessments or governmental charges of whatever nature (collectively, deduction“Taxes”) imposed or levied by or on behalf of (1) Luxembourg, charges or withholdings and all liabilities with respect thereto imposed by Panamathe United States, The Bahamas, The Marshall Islands Ireland or any other jurisdiction with which xxx Xxxpany political subdivision or governmental authority of any Subsidiary has some connection thereof or therein having power to tax, (including 2) any jurisdiction (other than the United States of America) from or through which payments under this Agreementpayment on the Notes is made, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) or any political subdivision of or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which the Payor is organized or otherwise considered to be a resident for tax purposes, or any taxing political subdivision or governmental authority in any such jurisdiction thereof or therein having the power to tax ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," each of clause (1), (2) and (3), a “Relevant Taxing Jurisdiction”), unless the withholding or "Other Taxes," respectively)deduction of Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction shall at any time be required from any payments made with respect to the LenderNotes, including payments of principal, Redemption Price, interest or premium, if any, the Company or any Subsidiary Guarantor shall Payor will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or necessary in order that the net amounts received in respect of any sum payable under this Agreement, such payments by the Notes, any Loan Document, the Guarantee Holders of Notes or the Secured Notes, the sum payable by the Company or such Subsidiary GuarantorTrustee, as the case may be, thereunder shall be increased by the amount after such withholding or deduction ("including any such deduction or withholding from such 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 amounts which would have been received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, payments on the Loan, Notes in the Guarantee or any applicable Subsidiary Guarantee or the enforcement absence 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 (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable lawdeduction; provided, andhowever, in any such case, the Lender is required to furnish under the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for the amount of (i) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to any Secured Notes, and (ii) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so that the net amount received by such Holder (net of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect 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 payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that no such Additional Amounts will be payable 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.with respect to:

Additional Amounts. Except to All payments made by the extent required by any applicable law, regulation law, regulation Company on the Notes (whether or governmental policy, any and all payments of, or not in respect the form of the Loan, this Agreement, the Definitive Notes, any Loan Document or any Secured Note shall ) will be made free and clear of and without withholding or deduction for for, or on account of of, any and all present or future taxes, leviesduties, impostsassessments or governmental charges of whatever nature (collectively, deduction"Taxes") imposed or levied by or on behalf of (1) Luxembourg, charges or withholdings and all liabilities with respect thereto imposed by Panamathe United States, The Bahamas, The Marshall Islands Ireland or any other jurisdiction with which xxx Xxxpany political subdivision or governmental authority of any Subsidiary has some connection thereof or therein having power to tax, (including 2) any jurisdiction (other than the United States of America) from or through which payments under this Agreementpayment on the Notes is made, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) or any political subdivision of or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which the Payor is organized or otherwise considered to be a resident for tax purposes, or any taxing political subdivision or governmental authority in any such jurisdiction thereof or therein having the power to tax (each of clause (1), (2) and (3), a "Panamanian Taxes," Relevant Taxing Jurisdiction"Bahamian Taxes," "MI Taxes," ), unless the withholding or "Other Taxes," respectively)deduction of Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction shall at any time be required from any payments made with respect to the LenderNotes or under the Subsidiary Guarantee, including payments of principal, Redemption Price, interest, premium or Liquidated Damages, if any, the Company or any Subsidiary Guarantor shall Payor will pay (together with such payments) such additional amounts (the "Additional Amounts") as may be required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or necessary in order that the net amounts received in respect of any sum payable under this Agreement, such payments by the Notes, any Loan Document, the Guarantee Holders of Notes or the Secured Notes, the sum payable by the Company or such Subsidiary GuarantorTrustee, as the case may be, thereunder shall be increased by the amount after such withholding or deduction ("including any such deduction or withholding from such 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 amounts which would have been received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, payments on the Loan, Notes in the Guarantee or any applicable Subsidiary Guarantee or the enforcement absence 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 (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable lawdeduction; PROVIDED, andHOWEVER, in any such case, the Lender is required to furnish under the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for the amount of (i) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to any Secured Notes, and (ii) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so that the net amount received by such Holder (net of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect 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 payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that no such Additional Amounts will be payable 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.with respect to:

Additional Amounts. Except to the extent required by Unless otherwise specified in any applicable law, regulation law, regulation Board Resolution or governmental policy, any and all payments of, or in respect other appropriate corporate authorization of the LoanIssuer or the Guarantor establishing the terms of Securities of a series or the Guarantees relating thereto in accordance with Section 301, this Agreement, the Notes, if any Loan Document deduction or withholding for any Secured Note shall be made free and clear of and without deduction for or on account of any and all present or future taxes, levies, imposts, deduction, taxes or other governmental charges or withholdings and all liabilities with respect thereto imposed by Panama, The Bahamas, The Marshall Islands or any other jurisdiction with which xxx Xxxpany or any Subsidiary has some connection (including any of the jurisdiction (other than the United States of America) from or through which payments under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) or any political subdivision of or any taxing authority thereof or therein) in which the Issuer or the Guarantor is incorporated, shall at any time be required by such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectively). If the Lender, the Company or any Subsidiary Guarantor shall be required by law to withhold such political subdivision or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or taxing authority) (each a "Relevant Jurisdiction") in respect of any sum payable amounts to be paid by the Issuer of principal of or interest on a Security of any series, or by the Guarantor under this Agreementthe Guarantees, the Notes, any Loan Document, the Guarantee Issuer or the Secured Notes, the sum payable by the Company or such Subsidiary Guarantor, as the case may be, thereunder 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 increased by not less than the amount ("Additional Amounts") necessary so amounts specified in such Security or coupon to which such Holder is entitled; provided, however, that after making all required withholdings and deductionsthe Issuer or the Guarantor, Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal to as the sum that it would have received had not such withholdings and deductions been made; provided that any such sum case may be, shall not be paid in respect required to make any payment of additional amounts for or on account of: (a) any tax or other governmental charge which would not have been imposed but for the existence of any Panamanian Taxes, Bahamian Taxes, MI Taxes present or Other Taxes to a former connection between such Holder and the Relevant Jurisdiction (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, 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 income tax or payments in respect other governmental charge which would not have been imposed but for the status of such Secured Note, Holder as an individual resident of a member state of the Loan, the Guarantee European Union; (c) any tax or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) 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 presentation 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 (where presentation including without limitation a certification that such Holder is requirednot resident in the Relevant Jurisdiction); (d) of such Secured Note any tax or other governmental charge which would not have been imposed but for payment a change in law that becomes effective more than 180 30 days after a payment by the date such payment became Issuer on a Security of any series, or by the Guarantor under the Guarantees, as the case may be, becomes due and payable payable, or was is duly provided forfor 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 without such deduction or withholding by any other Paying Agent; or (f) any combination of items (a), (b), (c), (d) and (e) above. The Lender, the Company or the Subsidiary Guarantors, as applicable, will also (i) make such 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 (iic) remit the full amount deducted above, references to Holder shall include a fiduciary, settler, beneficiary, member or withheld shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation. Subject to the relevant authority foregoing provisions, whenever in accordance with applicable law, andthis Indenture there is mentioned, in any such casecontext, 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 the principal of or any Panamanian Taxespremium or interest on, Bahamian Taxesor in respect of, MI Taxes any Security of any series or Other Taxes is due 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 applicable law, certified copies the provisions of tax receipts evidencing 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 payment 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 Lender, the Company Issuer or the Subsidiary GuarantorsGuarantor, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for at least 10 days prior to 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 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 Secured Notespremium is made), 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 net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At at least 30 calendar 10 days prior to each date on which of payment of principal and any payment under premium or interest if there has been any change with respect to the Secured Notes is due matters set forth in the below-mentioned Officer's Certificate, the Issuer will furnish the Trustee and payablethe Issuer's principal Paying Agent or Paying Agents, if other than the LenderTrustee, with an Officer's Certificate instructing the Company 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, assessment or other governmental charge described in the Securities of that series. If any such withholding shall be required, then such Officer's Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities and the Issuer or the Subsidiary GuarantorsGuarantor, as applicablethe case may be, will be obligated to pay Additional Amounts with respect to such payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating or such Paying Agent or Paying Agents the fact that such Additional Amounts will be payable additional amounts required by this Section. Each of the Issuer and the amounts will be payable and the amounts so payable and will set forth such other information necessary Guarantor covenant to enable indemnify each of the Trustee and any Paying Agent for, and to pay hold each of them harmless against, any loss, liability or expense arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Certificate furnished pursuant to this Section, except to the extent that any such Additional Amounts loss, liability or expense is due to Holders on the payment dateits own negligence or bad faith.

Additional Amounts. Except This provision shall apply only in the event that the Borrower becomes, or a successor to the extent required by any applicable lawBorrower is, regulation law, regulation a corporation organized or governmental policy, any and all payments of, or in respect existing under the laws of the Loan, this AgreementUnited Kingdom, the NotesNetherlands, any Loan Document the Netherlands Antilles, Bermuda or any Secured the Cayman Islands. All payments made by the Borrower on this Bridge Note shall be made free and clear of and without deduction for or on account of of, any and all present or future taxes, leviesduties, impostsassessments, deductionor governmental charges of whatever nature unless the deduction or withholding of such taxes, duties, assessments or governmental charges is then required by law. If any deduction or withholdings and all liabilities with respect thereto imposed by Panamawithholding for or on account of any present or future taxes, The Bahamas, The Marshall Islands assessments or any other jurisdiction with which xxx Xxxpany or any Subsidiary has some connection (including any jurisdiction (other than governmental charges of the United States of America) from or through which payments under this AgreementKingdom, the Notes, any Loan DocumentNetherlands, the Guarantee Netherlands Antilles, Bermuda or the Secured Notes are made) Cayman Islands (or any political subdivision of or any taxing authority in thereof or therein) shall at any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectively). If the Lender, the Company or any Subsidiary Guarantor shall time be required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or in respect of any sum payable amounts to be paid by the Borrower under this AgreementBridge Note, the Notes, any Loan Document, the Guarantee Borrower shall pay or the Secured Notes, the sum payable by the Company or cause to be paid such Subsidiary Guarantor, as the case may be, thereunder shall be increased by the amount additional amounts ("Additional Amounts") as may be necessary so in order that the net amounts received by a Holder of this Bridge Note after making all required withholdings and deductionssuch deduction or withholding shall be not less than the amounts specified in this Bridge Note to which the Holder of this Bridge Note is entitled; provided, Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal to however, that the sum that it would have received had not such withholdings and deductions been made; provided that any such sum Borrower shall not be paid in respect required to make any payment of Additional Amounts for or on account of: (a) any Panamanian Taxestax, Bahamian Taxesassessment or other governmental charge to the extent such tax, MI Taxes assessment or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) that 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) of such Secured Note for payment on a date more than 180 30 days after the date on which such payment became due and payable or was the date on which payment thereof is duly provided for, whichever occurs later. The Lender, 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 Company 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 Subsidiary Guarantorsnationality, 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 applicablea precondition to exemption from all or part of such tax, will also assessment or governmental charge; (ic) make 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 deduction and (ii) remit other governmental charge imposed on a Holder that is not the full amount deducted or withheld beneficial owner of a Bridge Note to the relevant authority in accordance with applicable law, and, in any such case, extent that the Lender is required beneficial owner would not have been entitled to furnish under the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for the amount of (i) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to any Secured Notes, and (ii) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so that the net amount received by such Holder (net of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect 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 payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that such Additional Amounts will be payable had the beneficial owner directly held the Bridge Note; (g) any combination of items (a), (b), (c), (d), (e) 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 (f) above; nor shall Additional Amounts to Holders on the payment date.be paid with

Additional Amounts. Except At least 10 days prior to the extent required by any applicable lawfirst date on which payment of principal, regulation lawpremium, regulation or governmental policy, any and all payments ofif any, or interest on the Notes 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 respect of the Loan, Officers' Certificate described in this AgreementSection 4.20, the Company will furnish the Trustee and the Paying Agent, if other than the Trustee, with an Officers' Certificate instructing the Trustee and the Paying Agent whether such payment of principal, premium, if any, or interest on the Notes (whether or not in the form of Definitive Notes, any Loan Document or any Secured Note ) shall be made free and clear of and to the Holders without deduction withholding for or on account of any and all present or future taxestax, leviesduty, imposts, deduction, assessment or other governmental charges of whatever nature (collectively "Taxes") imposed or withholdings and all liabilities with respect thereto imposed levied by Panama, or on behalf of The Bahamas, The Marshall Islands Netherlands or any other jurisdiction with in which xxx Xxxpany or any Subsidiary has some connection (including any jurisdiction (other than the United States of America) from or through which payments under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) or any political subdivision of or any taxing authority in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectively). If the Lender, the Company or any Subsidiary Guarantor shall be required by law to withhold Surviving Entity is organized or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or in respect of any sum payable under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable by the Company or such Subsidiary Guarantor, as the case may be, thereunder shall be increased by the amount ("Additional Amounts") necessary so that after making all required withholdings and deductions, Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction is otherwise resident for tax purposes or any political subdivision thereof or any taxing authority having power to tax therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guaranteejurisdiction from or through which payment is made (each a "Relevant Taxing Jurisdiction"), unless the receipt of any income or payments in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) that would not have been imposed but for the presentation (where presentation is required) of such Secured Note for payment more than 180 days after the date such payment became due and payable or was duly provided for, whichever occurs later. The Lender, the Company or the Subsidiary Guarantors, as applicable, will also (i) make such withholding or deduction and (ii) remit the full amount deducted of such Taxes is then required by law. If any deduction or withheld to the relevant authority in accordance with applicable lawwithholding for, andor on account of, in any such 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 Taxes of any Panamanian TaxesRelevant Taxing Jurisdiction, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment shall at any time be required on any payments made 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 net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect to the Secured Notes is due and payableNotes, including payments of principal, redemption price, interest or premium, then such Officers' Certificate shall specify the amount, if the Lenderany, required to be withheld on such payments to such Holders and the Company or the Subsidiary Guarantors, as applicable, will be obligated to pay Additional Amounts with respect to such payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating or the fact that Paying Agent the additional amounts pursuant to paragraph 2 of the Notes (the "Additional Amounts") and upon request shall provide the Trustee with 66 67 documentation satisfactory to the Trustee evidencing the payment of such Additional Amounts will Amounts. Copies of such documentation shall be payable made available to the Holders upon request. The Company shall indemnify the Trustee and the amounts will be payable Paying Agent for, and the amounts so payable and will set forth such other information necessary hold them harmless against, any loss, liability or expense 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 Officers' Certificate furnished to enable the Trustee them pursuant to pay such Additional Amounts to Holders on the payment datethis Section 4.20.

Additional Amounts. Except At least 10 days prior to the extent required by any applicable lawfirst date on which payment of principal, regulation lawpremium, regulation or governmental policy, any and all payments ofif any, or interest on the Notes 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 respect of the Loan, Officers' Certificate described in this AgreementSection 4.20, the Company will furnish the Trustee and the Paying Agent, if other than the Trustee, with an Officers' Certificate instructing the Trustee and the Paying Agent whether such payment of principal, premium, if any, or interest on the Notes (whether or not in the form of Definitive Notes, any Loan Document or any Secured Note ) shall be made free and clear of and to the Holders without withholding or deduction for for, or on account of of, any and all present or future taxes, leviesduties, impostsassessments or governmental charges of whatever nature (collectively, deduction, charges "TAXES") imposed or withholdings and all liabilities with respect thereto imposed levied by Panamaor on behalf of the United States, The Bahamas, The Marshall Islands United Kingdom of Sweden or any other jurisdiction with in which xxx Xxxpany or any Subsidiary has some connection (including any jurisdiction (other than the United States of America) from or through which payments under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) or any political subdivision of or any taxing authority in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectively). If the Lender, the Company or any Subsidiary Guarantor shall be required by law to withhold Successor Company is organized or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or in respect of any sum payable under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable by the Company or such Subsidiary Guarantor, as the case may be, thereunder shall be increased by the amount ("Additional Amounts") necessary so that after making all required withholdings and deductions, Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction is otherwise resident for tax purposes or any political subdivision thereof or any taxing authority having power to tax therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guaranteejurisdiction from or through which payment is made (each, a "RELEVANT TAXING JURISDICTION"), unless the receipt of any income or payments in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) that would not have been imposed but for the presentation (where presentation is required) of such Secured Note for payment more than 180 days after the date such payment became due and payable or was duly provided for, whichever occurs later. The Lender, the Company or the Subsidiary Guarantors, as applicable, will also (i) make such withholding or deduction and (ii) remit the full amount deducted of Taxes is then required by law. If any deduction or withheld to the relevant authority in accordance with applicable lawwithholding for, andor on account of, in any such 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 Taxes of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment Relevant Taxing Jurisdiction shall at any time be required on any payments made 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 net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect to the Secured Notes is due and payableNotes, if the Lenderincluding payments of principal, redemption price, Liquidated Damages, interest or premium, the Company or the Subsidiary Guarantors, as applicable, will be obligated to pay Additional Amounts with respect to such payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating or the fact that Paying Agent such additional amounts pursuant to paragraph 3 of the Initial Notes and paragraph 2 of the Exchange Notes, as applicable (the "ADDITIONAL AMOUNTS") and, if paid to a Paying Agent other than the Trustee, shall provide the Trustee with documentation evidencing the payment of such Additional Amounts will Amounts. Copies of such documentation shall be payable made available to the Holders upon request. The Company shall indemnify the Trustee and the amounts will be payable Paying Agent for, and the amounts so payable and will set forth such other information necessary hold them harmless against, any loss, liability or expense 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 Officers' Certificate furnished to enable the Trustee them pursuant to pay such Additional Amounts to Holders on the payment datethis Section 4.20.

Additional Amounts. Except All payments made by the Issuer, under or with respect to this Note, and by the Guarantor under or with respect to the extent required by any applicable lawParent Guarantee, regulation law, regulation or governmental policy, any and all payments of, or in respect of the Loan, this Agreement, the Notes, any Loan Document or any Secured Note shall be made free and clear of and without deduction withholding or deduction, for or on account of any and all present or future taxestax, leviesduty, impostslevy, deductionimpost, charges assessment or withholdings and all liabilities with respect thereto other governmental charge imposed or levied by Panamaor on behalf of the government of Luxembourg, The Bahamas, The Marshall Islands Netherlands or any other jurisdiction with which xxx Xxxpany or any Subsidiary has some connection (including any jurisdiction (other than the United States of America) from or through which payments under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) Poland or any political subdivision of or any taxing authority in any such jurisdiction or agency thereof or therein (hereinafter "Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectively). If ) unless the Lender, the Company or any Subsidiary Guarantor shall be required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or in respect of any sum payable under this Agreement, the Notes, any Loan Document, the Guarantee Issuer or the Secured Notes, the sum payable by the Company or such Subsidiary Guarantor, as the case may be, thereunder shall be increased is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If the Issuer or the Guarantor is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to this Note or the Parent Guarantee, respectively, the Issuer or the Guarantor will pay such additional amounts ("Additional Amounts") as may be necessary so that after making all required withholdings and deductions, Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) that would not have been imposed but for the presentation (where presentation is required) of such Secured Note for payment more than 180 days after the date such payment became due and payable or was duly provided for, whichever occurs later. The Lender, the Company or the Subsidiary Guarantors, as applicable, will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law, and, in any such case, the Lender is required to furnish under the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for the amount of (i) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to any Secured Notes, and (ii) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so that the net amount received by such each Holder (net of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guaranteesincluding Additional Amounts) after such reimbursement withholding or deduction will not be less than the net amount the such Holder would have received if Panamanian Taxes, Bahamian Taxes, MI such Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior required to each date on which any payment under be withheld or with respect to deducted; provided, however, that the Secured Notes is due and payable, if the Lender, the Company or the Subsidiary Guarantors, as applicable, will be obligated 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 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 paymentfiduciary, the Lender, the Company a member of such a partnership or the Subsidiary Guarantors, as applicable, will deliver beneficial owner of such payment would not have been entitled to the Trustee an officer's certificate stating the fact that such Additional Amounts will be payable 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 amounts will be payable and Issuer or 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 dateGuarantor is organized or any political subdivision or taxing authority or agency thereof or therein.

Additional Amounts. Except to the extent required by any applicable law(a) All payments made in cash by, regulation law, regulation or governmental policy, any and all payments on behalf of, the Company or in any Successor Company, under or with respect of the Loan, this Agreement, to the Notes, of principal (including, if applicable, the Optional Redemption Price, the Tax Redemption Price and the Fundamental Change Repurchase Price) and interest (including any Loan Document 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 Ordinary Shares represented thereby) or other Reference Property or any Secured Note 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 and all present or future taxestax, leviesduty, impostslevy, deductionimpost, charges assessment or withholdings other governmental charge (including penalties and all liabilities with respect thereto interest related thereto) (collectively, “Taxes”) unless the withholding or deduction of such Taxes is then required by law or regulation or by government policy having the force of law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by Panama, The Bahamas, The Marshall Islands or on behalf of (1) any jurisdiction in which the Company (or any other jurisdiction with which xxx Xxxpany Successor Company) is organized, resident or doing business for Tax purposes or any Subsidiary has some connection department or political subdivision thereof or therein or (including 2) any jurisdiction (other than the United States of America) from or through which payments under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) or any political subdivision of or any taxing authority in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectively). If the Lender, the Company or any Subsidiary Guarantor shall be required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or in respect of any sum payable under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable payment is made 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 Successor Company) or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction Paying Agent or any department or political subdivision thereof or any taxing authority therein other than (each jurisdiction, department or political subdivision described in the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or foregoing clauses (ii1) 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 (ii2), a “Relevant Tax Jurisdiction”) remit the full amount deducted or withheld will at any time be required to the relevant authority in accordance with applicable law, and, in be made from any such case, the Lender is required to furnish under the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for the amount of (i) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments Relevant Payments made under or with respect to any Secured the Notes, and the Company shall pay such additional amounts (iithe “Additional Amounts”) 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 as may be necessary in order that the net amount amounts received in respect of such Relevant Payments by each Holder after such Holder withholding or deduction (net including any such deduction or withholding in respect of payments made under Additional Amounts) will equal the respective amounts that would have been received in respect of such Relevant Payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts shall be payable with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect 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 payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that such Additional Amounts will be payable 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.to:

Additional Amounts. Except to Unless otherwise specified in any Board Resolution establishing the extent required 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 any series of Subordinated Debt Securities will be paid by any applicable lawthe Company without deduction or withholding for, regulation law, regulation or governmental policyon account of, any and all payments ofpresent and future income, or in respect of the Loan, this Agreement, the Notes, any Loan Document or any Secured Note shall be made free stamp and clear of and without deduction for or on account of any and all present or future other taxes, levies, imposts, deductionduties, charges charges, fees, deductions or withholdings and all liabilities with respect thereto imposed now or hereafter imposed, levied, collected, withheld or assessed by Panama, The Bahamas, The Marshall Islands or any other jurisdiction with which xxx Xxxpany or any Subsidiary has some connection (including any jurisdiction (other than on behalf of the United States of America) from or through which payments under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) 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 or any taxing authority in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," taxes, levies, imposts, duties, charges, fees, deductions or "Other Taxes," respectively). If withholdings shall at any time be required by the LenderTaxing Jurisdiction, the Company or any Subsidiary Guarantor shall be required by law to withhold or deduct any Panamanian Taxeswill pay such additional amounts of, Bahamian Taxes, MI Taxes, or Other Taxes from or in respect of any sum payable under this Agreementof, the Notesprincipal amount of, premium, if any, and interest, if any, on 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 series of Subordinated Debt Securities ("Additional Amounts") as may be necessary so in order that after making all required withholdings and deductions, Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal the net amounts paid to the sum that it 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 received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments payable in respect of such Secured NoteSubordinated Debt Securities had no such deduction or withholding been required; provided, however, that the Loanforegoing will not apply to any such tax, the Guarantee levy, impost, duty, charge, fee, deduction or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) that withholding which would not have been imposed payable or due 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 (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law, and, in any such case, the Lender is required to furnish under the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for the amount of (i) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to any Secured Notes, and (ii) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so that the net amount received by such Holder (net of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect 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 payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that such Additional Amounts will be payable 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.that:

Additional Amounts. Except All payments made by the Corporation under or with respect to the extent required by any applicable law, regulation law, regulation or governmental policy, any and all payments of, or in respect of the Loan, this Agreement, the Notes, any Loan Document or any Secured Note shall Securities will be made free and clear of and without withholding or deduction for or on account of any and all present or future taxestax, leviesduty, impostslevy, deductionimpost, charges assessment or withholdings and all liabilities with respect thereto other governmental charge imposed or levied by Panamaor on behalf of the Government of Canada or of any province or territory thereof or by any authority or agency therein or thereof having power to tax (hereinafter “Taxes”), The Bahamas, The Marshall Islands unless the Corporation is required to withhold or any other jurisdiction with which xxx Xxxpany deduct Taxes by law or any Subsidiary has some connection (including any jurisdiction (other than by the United States of America) from interpretation or through which payments under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) or any political subdivision of or any taxing authority in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectively)administration thereof. If the Lender, the Company or any Subsidiary Guarantor shall be Corporation is so required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, amount for or Other on account of Taxes from any payment made under or in with respect of any sum payable under this Agreementto the Securities, the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable by the Company or Corporation will pay such Subsidiary Guarantor, as the case may be, thereunder shall be increased by the amount additional amounts ("“Additional Amounts"”) as may be necessary so that the net amount received by each Holder (including Additional Amounts) after making all required withholdings and deductions, Lender such withholding or any deduction will not be less than the amount the Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received if such Taxes had not such withholdings and deductions been madewithheld or deducted; provided that any such sum shall not no Additional Amounts will be paid in payable with respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a payment made to a Holder (such Holder, an "“Excluded Holder"”) (i) resulting from with which the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in Corporation does not deal at arm’s length (within the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary meaning of the Guarantee or any applicable Subsidiary Guarantee, Income Tax Act (Canada)) at the receipt time of any income or payments in respect of making such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guaranteepayment, or (ii) that would not have been imposed but for which is subject to such Taxes by reason of its being connected with Canada or any province or any territory thereof otherwise than by the presentation (where presentation is required) mere holding of such Secured Note for payment more than 180 days after Securities or the date such payment became due and payable or was duly provided for, whichever occurs laterreceipt of payments thereunder. The Lender, the Company or the Subsidiary Guarantors, as applicable, Corporation will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law, and, in any such case, . The Corporation will furnish to the Lender is required to furnish under Holder of the Indenture to each Holder on whose behalf an amount was so remittedSecurities, within 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Lender, the Company or the Subsidiary Guarantors, as applicableCorporation. The Company will, upon written request of Corporation will indemnify and hold harmless each Holder (other than an Excluded Holder), ) and upon written request reimburse each such holder 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 Notesthe Securities, and (ii) any Panamanian Taxesliability (including penalties, Bahamian Taxesinterest and expenses) arising therefrom or with respect thereto, MI and (iii) any 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 or (ii), but excluding any 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 net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposedHolder’s net income. At least 30 calendar days prior to each date on which any payment under or with respect to the Secured Notes Securities is due and payable, if the Lender, the Company or the Subsidiary Guarantors, as applicable, Corporation will be obligated to pay Additional Amounts with respect to such payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, Corporation will deliver to the Trustee an officer's certificate Officers’ Certificate stating the fact that such Additional Amounts will be payable and the amounts will be payable and payable, 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. Wherever in this Indenture there is mentioned, in any context, the payment of principal (and premium, if any), interest or any other amount payable under or with respect to a 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. The obligations of the Corporation under this Section 1011 shall survive the termination of this Indenture and the payment of all amounts under or with respect to the Securities.

Additional Amounts. Except At least 10 days prior to the extent required by any applicable lawfirst date on which payment of principal, regulation lawpremium, regulation or governmental policy, any and all payments ofif any, or interest on the Notes 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 respect of the Loan, Officers' Certificate described in this AgreementSection 4.20, the Company will furnish the Trustee and the Paying Agent, if other than the Trustee, with an Officers' Certificate instructing the Trustee and the Paying Agent whether such payment of principal, premium, if any, or interest on the Notes (whether or not in the form of Definitive Notes, any Loan Document or any Secured Note ) shall be made free and clear of and to the Holders without withholding or deduction for for, or on account of of, any and all present or future taxestax, leviesduty, imposts, deduction, assessment or other governmental charges of whatever nature (collectively "Taxes") imposed or withholdings and all liabilities with respect thereto imposed levied by Panama, or on behalf of The Bahamas, The Marshall Islands Netherlands or any other jurisdiction with in which xxx Xxxpany or any Subsidiary has some connection (including any jurisdiction (other than the United States of America) from or through which payments under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) or any political subdivision of or any taxing authority in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectively). If the Lender, the Company or any Subsidiary Guarantor shall be required by law to withhold Surviving Entity is organized or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or in respect of any sum payable under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable by the Company or such Subsidiary Guarantor, as the case may be, thereunder shall be increased by the amount ("Additional Amounts") necessary so that after making all required withholdings and deductions, Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction is otherwise resident for tax purposes or any political subdivision thereof or any taxing authority having power to tax therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guaranteejurisdiction from or through which payment is made (each a "Relevant Taxing Jurisdiction"), unless the receipt of any income or payments in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) that would not have been imposed but for the presentation (where presentation is required) of such Secured Note for payment more than 180 days after the date such payment became due and payable or was duly provided for, whichever occurs later. The Lender, the Company or the Subsidiary Guarantors, as applicable, will also (i) make such withholding or deduction and (ii) remit of such Taxes is then required by law or the full amount deducted interpretation or withheld to the relevant authority in accordance with applicable lawadministration thereof. If any deduction or withholding for, andor on account of, in any such 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 Taxes of any Panamanian TaxesRelevant Taxing Jurisdiction, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment shall at any time be required on any payments made 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 net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect to the Secured Notes is due and payableNotes, including payments of principal, redemption price, interest or premium, then such Officers' Certificate shall specify the amount, if the Lenderany, required to be withheld on such payments to such Holders and the Company or the Subsidiary Guarantors, as applicable, will be obligated to pay Additional Amounts with respect to such payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating or the fact that 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") and upon request shall provide the Trustee with documentation satisfactory to the Trustee evidencing the payment of such Additional Amounts will Amounts. Copies of such documentation shall be payable made available to the Holders upon request. The Company shall indemnify the Trustee and the amounts will be payable Paying Agent for, and the amounts so payable and will set forth such other information necessary hold them harmless against, any loss, liability or expense 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 Officers' Certificate furnished to enable the Trustee them pursuant to pay such Additional Amounts to Holders on the payment datethis Section 4.20.

Additional Amounts. Except (a) All payments and deliveries made by or on behalf of the Issuer or the Parent, or any successor to the extent required by any applicable law, regulation law, regulation Issuer or governmental policy, any and all payments of, the Parent under or in with respect of the Loan, this Agreement, to the Notes, including, but not limited to, payments of principal (including the 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 Loan Document or any Secured Note 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 and all present or future taxes, leviesduties, imposts, deduction, assessments or governmental charges of whatever nature imposed or withholdings and all liabilities with respect thereto imposed by Panama, The Bahamas, The Marshall Islands or any other jurisdiction with which xxx Xxxpany or any Subsidiary has some connection levied (including any jurisdiction penalties and interest related thereto) (other than “Applicable Taxes”) by or within (1) the Republic of the Xxxxxxxx Islands, (2) Hong Kong, (3) the United States Kingdom, (4) any jurisdiction in which the Issuer or the Parent or any of America) from their successors are, for tax purposes, incorporated, organized or through which payments under this Agreementresident, or as a result of activities carried on by the Issuer, the NotesParent or any successor, any Loan Document, the Guarantee or the Secured Notes are made) has otherwise created a taxable presence (or any political subdivision of or any taxing authority in thereof or therein) or (5) any such jurisdiction through which payment is made or deemed made ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectively). If the Lender, the Company or any Subsidiary Guarantor shall be required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or in respect of any sum payable under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable by the Company or such Subsidiary Guarantor, as the case may be, thereunder shall be increased by the amount ("Additional Amounts") necessary so that after making all required withholdings and deductions, Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision or taxing authority thereof or any taxing authority therein other than the mere holding or owning of such Secured Notetherein) (each jurisdiction described in (1), being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee(2), the receipt of any income or payments in respect of such Secured Note(3), 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, (4) 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 Guarantors5), as applicable, will also (i) make a “Relevant Taxing Jurisdiction”), unless such withholding or deduction and (ii) remit is required by any applicable law of a Relevant Taxing Jurisdiction or by the full amount deducted interpretation or withheld administration thereof. The Issuer, the Parent, any successor to the relevant authority Issuer or the Parent and the Paying Agent shall be entitled to make any withholding or deduction pursuant to an agreement described in accordance with applicable lawSection 1471(b) of the Code or otherwise imposed pursuant to Section 1471 through 1474 of the Code, and, in and any regulations or agreements thereunder or any official interpretation thereof. In the event that any such casewithholding or deduction is so required in a Relevant Taxing Jurisdiction, the Lender is required Issuer shall pay to furnish under the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder Note such additional amounts (other than an Excluded Holder), reimburse each such holder for the amount of (i“Additional Amounts”) 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 may be necessary 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 ensure 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) beneficial owner after such reimbursement withholding or deduction (and after deducting any Applicable Taxes on the Additional Amounts) under a Relevant Taxing Jurisdiction will not be less than equal the net amount the Holder amounts that would have been received if Panamanian Taxes, Bahamian Taxes, MI Taxes by such beneficial owner had no such withholding or Other Taxes on such reimbursement had not deduction been imposed. At least 30 calendar days prior to each date on which any payment under or with respect 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 payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact required; provided that such Additional Amounts will be payable and the no 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.payable:

Additional Amounts. Except (a) All payments made by or on behalf of the Issuers or any Guarantor under or with respect to the extent required by any applicable law, regulation law, regulation Notes or governmental policy, any and all payments of, or in respect of the Loan, this Agreement, the Notes, any Loan Document or any Secured Note shall Guarantees will be made free and clear of and without withholding or deduction for for, or on account of of, any and all present or future taxestax, leviesduty, impostslevy, deductionimpost, charges assessment or withholdings other similar governmental charge (including penalties, additions to tax, interest and all other liabilities with respect thereto related thereto) (hereinafter “Taxes” and each, a “Tax”) unless the withholding or deduction of such Taxes is required by law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by Panama, The Bahamas, The Marshall Islands or on behalf of any jurisdiction in which the Issuers or any other jurisdiction with which xxx Xxxpany or any Subsidiary has some connection 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 (other than the United States of America) from by or through which payments under this Agreement, payment is made by or on behalf of the Notes, any Loan Document, the Guarantee or the Secured Notes are made) Issuers or any political subdivision of Guarantor (including any successor entity) under or any taxing authority in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectively). If the Lender, the Company or any Subsidiary Guarantor shall be required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or in with respect of any sum payable under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable by the Company or such Subsidiary Guarantor, as the case may be, thereunder shall be increased by the amount ("Additional Amounts") necessary so that after making all required withholdings and deductions, Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes Notes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction Guarantees or any political subdivision thereof or therein (each a “Specified Tax Jurisdiction” and such Taxes, “Indemnified Taxes”), will at any taxing authority therein other than time be required to be made from any payments made under or with respect to the mere holding Notes or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary GuaranteeNote Guarantees, the receipt of any income relevant Issuer or payments Guarantor or other payor, 96 as applicable, will pay such additional amounts (the “Additional Amounts”) as may be necessary so that the net amount received in respect of such Secured Notepayments by each Holder after such withholding or deduction (including any withholding or deduction from Additional Amounts) will not be less than the 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 LoanSpecified 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 Guarantee mere acquisition, ownership, holding, enforcement, exercise of rights or any applicable Subsidiary Guarantee receipt of payment in respect of the Notes or the enforcement 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 Secured Notelaw) 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, the Loan, the Guarantee or any applicable Subsidiary Guaranteewith deduction or withholding of a lesser amount, or (ii) that 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 presentation beneficiary of the payment having presented a Note for payment (where in cases in which presentation is required) of such Secured Note for payment more than 180 30 days after the date on which such payment or such Note became due and payable or was the date on which payment thereof is duly provided for, whichever occurs lateris 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); (5) any Taxes to the extent such Taxes are imposed on a Note presented for payment by 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. The Lender(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 Company Notes or the Subsidiary GuarantorsNote 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 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 (iincluding penalties, additional amounts, interest and any other liabilities and reasonable expenses related thereto) that arise in any Specified Tax Jurisdiction from the execution, delivery, enforcement or registration of the Notes, the Note Guarantees, this Indenture or any other document or instrument in relation thereof. (f) If the Issuers or any Guarantor becomes obligated to pay Additional Amounts, they will deliver to the Trustee and Paying Agent an Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable, along with 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 such withholding or deduction all withholdings and (ii) deductions required by law and will remit the full amount deducted or withheld to the relevant taxing authority in accordance with applicable law, and, in any such case, . The Issuer will provide to the Lender is required Trustee (or to furnish under the Indenture to each Holder on whose behalf an amount was so remitted, a holder upon request) within 30 calendar 60 days after the date the payment of any Panamanian TaxesTaxes so withheld or deducted is made an official receipt or, Bahamian Taxesif official receipts are not obtainable, MI Taxes or Other Taxes is due pursuant other documentation reasonably satisfactory to applicable law, certified copies of tax receipts evidencing such payment by the Lender, the Company Trustee or the Subsidiary Guarantors, holder (as applicable. The Company will, upon written request ) evidencing the payment 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 deducted or imposed withheld. 98 (h) The obligations of the Issuers 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 net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect to the Secured Notes is due and payable, if the Lender, the Company or the Subsidiary Guarantors, as applicable, will be obligated Guarantors to pay Additional Amounts with respect to such paymentand other amounts described above will survive any termination, the Lenderdefeasance or discharge of this Indenture and any transfer by a Holder of its Notes, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that such Additional Amounts will be payable and the amounts will be payable and the amounts so payable and will set forth such other information necessary apply mutatis mutandis to enable any jurisdiction in which any successor person to any of the Trustee to pay such Additional Amounts to Holders on 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 dateis made or any political subdivision or authority or agency thereof or therein. Section 4.22. [reserved] Section 4.23.

Additional Amounts. Except (a) Subject to the extent required by any applicable lawClause 4.1(b), regulation law, regulation or governmental policy, any and all payments of, made by each Guarantor under or in with respect of the Loan, to this Agreement, the Notes, any Loan Document or any Secured Note shall Guarantee will be made free and clear of and without withholding or deduction for or on account of any and all present or future taxestax, leviesduty, impostslevy, deductionimpost, charges assessment, or withholdings other governmental charge (including penalties, interest and all other liabilities with respect thereto related thereto) (collectively, "Taxes") imposed or levied by Panamaor on behalf of any government or political subdivision or territory or possession of any government or authority or Agency therein or thereof having the power to tax (each, The Bahamas, The Marshall Islands a "Taxing Authority") within the jurisdiction in which the relevant Guarantor is resident for tax purposes or Luxembourg (or any other jurisdiction with Qualifying Jurisdiction in which xxx Xxxpany the Lender or any Subsidiary has some connection (including successor thereto is resident for tax purposes), unless the relevant Guarantor is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. For the avoidance of doubt, this Clause 4.1 shall not apply to any jurisdiction (other than the United States of America) from or through which payments under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) or any political subdivision of or any taxing authority in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectively). If Taxes on income payable by the Lender, the Company or . (b) If at any Subsidiary time a Guarantor shall be is required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, amount for or Other on account of Taxes from imposed or in respect levied by or on behalf of any sum payable Taxing 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) from any payment made under this Agreementor with respect to the Guarantee, the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable by the Company or such Subsidiary that Guarantor, as failing which the case may beother Guarantors, thereunder shall be increased by shall, on the amount due date for such payment, pay such additional amounts ("Additional Amounts") as may be necessary so that the net amount received by the Lender (including Additional Amounts) in U.S. dollars after making all required withholdings and deductions, such withholding or deduction will not be less than the amount the Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received if such Taxes had not such withholdings been withheld or deducted 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 free from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments liability in respect of such Secured Notewithholding or deduction; provided, the Loanhowever, 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 avoidance of doubt, such Additional Amounts shall not be payable with respect to any Taxes on income payable by the Lender. (where presentation is requiredc) 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, Each Guarantor will also also: (i) make such withholding or deduction 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, andin 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 such casecontext, 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 amounts based upon the principal or premium, if any, interest or of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for the amount of (i) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to any Secured Notes, and (ii) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so that the net amount received by such Holder (net of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment payable under or with respect to the Secured Notes is due and payable, if the Lender, the Company Loan or the Subsidiary GuarantorsGuarantee, as applicablethis includes, will be obligated to pay without duplication, payment of any Additional Amounts with respect and Tax Indemnity Amounts that may be applicable. The foregoing provisions shall apply, modified as necessary, to such payment, any Taxes imposed or levied by any Taxing Authority in any jurisdiction in which any Guarantor or any successor of the Lender, the Company Borrower or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that such Additional Amounts will be payable 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.of any Guarantor is organised. 4.2

Additional Amounts. Except (a) All payments made by or on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect to the extent required by any applicable law, regulation law, regulation or governmental policy, any and all payments of, or in respect of the Loan, this Agreement, the Notes, any Loan Document Notes or any Secured Note Guarantee shall be made free and clear of and without withholding or deduction for for, or on account of of, any and all present or future taxesTaxes unless the withholding or deduction of such Taxes is then required by law. If the Issuer, levies, imposts, deduction, charges or withholdings and all liabilities with respect thereto imposed by Panama, The Bahamas, The Marshall Islands any Guarantor or any other jurisdiction with which xxx Xxxpany or any Subsidiary has some connection (including any jurisdiction (other than the United States of America) from or through which payments under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) or any political subdivision of or any taxing authority in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectively). If the Lender, the Company or any Subsidiary Guarantor shall be applicable withholding agent is required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxesamount for, or Other Taxes from or in respect of any sum payable under this Agreement, the Noteson account of, any Loan Document, Taxes imposed or levied by or on behalf of (1) any jurisdiction (other than the Guarantee or United States) in which 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 Issuer or any Holder Guarantor is 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 was incorporated, engaged in respect of any Panamanian Taxesbusiness, Bahamian Taxes, MI Taxes organized or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction resident for tax purposes or any political subdivision thereof or therein or (2) any taxing authority therein jurisdiction (other than the mere holding United States) from or owning of such Secured Note, being a beneficiary through which any payment is made by or on behalf of the Guarantee Issuer or any applicable Subsidiary GuaranteeGuarantor (including, without limitation, the receipt jurisdiction of any income Paying Agent) or payments any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) that would not have been imposed but for the presentation (where presentation is required) of such Secured Note for payment more than 180 days after the date such payment became due and payable or was duly provided for, whichever occurs later. The Lender, the Company or the Subsidiary Guarantors, as applicable, will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law, and, in any such case, the Lender is required to furnish under the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for the amount of (i) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to any Secured Notes, and (ii) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so that the net amount received by such Holder (net of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect to the Secured Notes is due and payableor any Note Guarantee, if the Lenderincluding, without limitation, payments of principal, redemption price, purchase price, interest or premium, the Company Issuer or the Subsidiary Guarantorsrelevant Guarantor, as applicable, will shall pay such additional amounts (the “Additional Amounts”) as may be obligated to pay necessary in order that the net amounts received and retained in respect of such payments by each beneficial owner of Notes after such withholding or deduction shall equal the respective amounts that would have been received and retained in respect of such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts shall be payable with respect to such payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that such Additional Amounts will be payable 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.to:

Additional Amounts. Except to Unless otherwise specified in any Board Resolution establishing the extent required 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 any series of Subordinated Debt Securities will be paid by any applicable lawthe Company without deduction or withholding for, regulation law, regulation or governmental policyon account of, any and all payments ofpresent and future income, or in respect of the Loan, this Agreement, the Notes, any Loan Document or any Secured Note shall be made free stamp and clear of and without deduction for or on account of any and all present or future other taxes, levies, imposts, deductionduties, charges charges, fees, deductions or withholdings and all liabilities with respect thereto imposed now or hereafter imposed, levied, collected, withheld or assessed by Panama, The Bahamas, The Marshall Islands or any other jurisdiction with which xxx Xxxpany or any Subsidiary has some connection (including any jurisdiction (other than on behalf of the United States of America) from or through which payments under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) 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 or any taxing authority in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," taxes, levies, imposts, duties, charges, fees, deductions or "Other Taxes," respectively). If withholdings shall at any time be required by the LenderTaxing Jurisdiction, the Company or any Subsidiary Guarantor shall be required by law to withhold or deduct any Panamanian Taxeswill pay such additional amounts of, Bahamian Taxes, MI Taxes, or Other Taxes from or in respect of any sum payable under this Agreementof, the Notesprincipal amount of, premium, if any, and interest, if any, on 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 series of Subordinated Debt Securities ("“Additional Amounts"”) as may be necessary so in order that after making all required withholdings and deductions, Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal the net amounts paid to the sum that it 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 received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments payable in respect of such Secured NoteSubordinated Debt Securities had no such deduction or withholding been required; provided, however, that the Loanforegoing will not apply to any such tax, the Guarantee levy, impost, duty, charge, fee, deduction or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) that withholding which would not have been imposed payable or due 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 (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law, and, in any such case, the Lender is required to furnish under the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for the amount of (i) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to any Secured Notes, and (ii) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so that the net amount received by such Holder (net of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect 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 payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that such Additional Amounts will be payable 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.that:

Additional Amounts. Except Seven Seas will make all payments of principal of, premium, if any, and interest on, each Note and Liquidated Damages, if any, free and clear of, and without withholding or deduction for or on account of, any current or future taxes, levies, imports, deductions, withholdings, collections, duties, assessments or charges of whatever nature and any fines, penalties, interest or liabilities with respect thereto imposed, levied, collected, withheld or assessed by or on behalf of Canada, the Cayman Islands, Colombia or any other jurisdiction with which Seven Seas or any Guarantor has any connection (including any jurisdiction from or through which payments under the Notes or the Subsidiary Guarantees are made) or any political subdivision or authority therein or thereof having power to the extent tax (referred to herein as a "Tax" or "Taxes"), unless such withholding or deduction is required by any applicable law, regulation law, law or by regulation or governmental policy, policy having the force of law. In the event that any and all payments of, such withholding or in respect of the Loan, this Agreement, the Notes, any Loan Document or any Secured Note shall be made free and clear of and without deduction for or on account of any and all present or future taxesTax is required, levies, imposts, deduction, charges or withholdings and all liabilities with respect thereto (excluding any Taxes imposed on a Holder by Panama, The Bahamas, The Marshall Islands or any other jurisdiction with which xxx Xxxpany or any Subsidiary has some connection (including any the jurisdiction (other than or by a political subdivision thereof) under the United States laws of America) from which (or through which payments under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) or any laws of a political subdivision of which) the Holder is organized or any taxing authority in any if such Holder is an individual, the jurisdiction (or by a political subdivision thereof) of which such Holder is a citizen or resident (such excluded Taxes are referred to herein as "Panamanian Excluded Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectively). If the Lender), the Company or any Subsidiary Guarantor shall be required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or in respect of any sum payable under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable by the Company or Seven Seas will pay such Subsidiary Guarantor, as the case may be, thereunder shall be increased by the amount additional amounts ("Additional Amounts") necessary so that after making all required withholdings and deductions, Lender or as will result in receipt by each Holder of any Note of such amounts as would have been received by such 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 with respect to such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) that would not have been imposed but for the presentation (where presentation is required) of such Secured Note for payment more than 180 days after the date such payment became due and payable or was duly provided for, whichever occurs later. The Lender, the Company or the Subsidiary Guarantors, as applicable, will also (i) make had no such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable lawof Taxes been required, and, in any such case, the Lender is required to furnish under the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for the amount of (i) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to any Secured Notes, and (ii) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so that the net amount received by such Holder (net of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect 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 payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that such Additional Amounts will be payable 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.provided that:

Additional Amounts. Except (a) All payments and deliveries made by, or on behalf of, the Company or any successor to the extent required by any applicable law, regulation law, regulation Company under or governmental policy, any with respect to this Indenture and all payments of, or in respect of the Loan, this Agreement, the Notes, including, but not limited to, payments of principal (including, if applicable, the Redemption Price, the 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 Loan Document or fractional ADS), including any Secured Note 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, deduction or reduction for any other collection at source for, or on account of of, any and all present or future taxes, leviesduties, imposts, deduction, assessments or governmental charges of whatever nature imposed or withholdings and all liabilities with respect thereto imposed by Panama, The Bahamas, The Marshall Islands or any other jurisdiction with which xxx Xxxpany or any Subsidiary has some connection 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 (other than the United States of Americaeach, as applicable, a “Relevant Taxing Jurisdiction”) from or through which payments under this Agreementpayment is made or deemed made (together with each Relevant Taxing Jurisdiction, the Notesa “Relevant Jurisdiction,” and in each case, any Loan Document, the Guarantee or the Secured Notes are made) or any political subdivision of or any taxing authority in thereof or therein) unless such withholding, deduction or reduction is required by law or by regulation or governmental policy having the force of law. In the event that any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," withholding, deduction or "Other Taxes," respectively). If the Lenderreduction is so required, the Company or any Subsidiary Guarantor shall be required by law successor to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or in respect of any sum payable under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable by the Company shall pay or such Subsidiary Guarantor, as the case may be, thereunder shall be increased by the amount ("Additional Amounts") necessary so that after making all required withholdings and deductions, Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) that would not have been imposed but for the presentation (where presentation is required) of such Secured Note for payment more than 180 days after the date such payment became due and payable or was duly provided for, whichever occurs later. The Lender, the Company or the Subsidiary Guarantors, as applicable, will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law, and, in any such case, the Lender is required to furnish under the Indenture deliver to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment such additional amounts of cash or ADSs (or additional amounts of Ordinary Shares if such Holder elects to receive Ordinary Shares in lieu of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Lender, the Company or the Subsidiary GuarantorsADSs deliverable upon conversion), as applicable. The Company will, upon written request of each Holder applicable (other than an Excluded Holder), reimburse each such holder for the amount of (i“Additional Amounts”) 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 may be necessary 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 ensure that the net amount received by such Holder (net the beneficial owner of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guarantees) Notes after such reimbursement will not be less than withholding, deduction or reduction (and after deducting any taxes on the net amount Additional Amounts) shall equal the Holder amounts that would have been received if Panamanian Taxesby such beneficial owner had no such withholding, Bahamian Taxes, MI Taxes deduction or Other Taxes on such reimbursement had not reduction been imposed. At least 30 calendar days prior to each date on which any payment under or with respect to the Secured Notes is due and payable, if the Lender, the Company or the Subsidiary Guarantors, as applicable, will be obligated to pay required; provided that no Additional Amounts with respect to such payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that such Additional Amounts will shall be payable 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.payable:

Additional Amounts. Except All payments made by the Issuer, under or with respect to the extent required by any applicable law, regulation law, regulation or governmental policy, any and all payments of, or in respect of the Loan, this Agreement, the Notes, any Loan Document and by the Guarantor and Holdings, under or any Secured Note shall with respect to the Notes Guarantees, will be made free and clear of and without withholding or deduction for or on account of any and all present or future taxestax, leviesduty, impostslevy, deductionimpost, charges assessment or withholdings and all liabilities with respect thereto other governmental charge imposed or levied by Panamaor on behalf of the government of Luxembourg, The Bahamas, The Marshall Islands Netherlands or any other jurisdiction with which xxx Xxxpany or any Subsidiary has some connection (including any jurisdiction (other than the United States of America) from or through which payments under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) Poland or any political subdivision of or any taxing authority in any such jurisdiction or agency thereof or therein (hereinafter "Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectively). If ) unless the LenderIssuer, the Company or any Subsidiary Guarantor shall be required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or in respect of any sum payable under this Agreement, the Notes, any Loan Document, the Guarantee Holdings or the Secured Notes, the sum payable by the Company or such Subsidiary Guarantor, as the case may be, thereunder shall be increased by the amount ("Additional Amounts") necessary so that after making all required withholdings and deductions, Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) that would not have been imposed but for the presentation (where presentation is required) of such Secured Note for payment more than 180 days after the date such payment became due and payable or was duly provided for, whichever occurs later. The Lender, the Company or the Subsidiary Guarantors, as applicable, will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law, and, in any such 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 withhold or deduct Taxes by law or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Lenderinterpretation or administration thereof. If the Issuer, the Company Holdings or the Subsidiary Guarantors, as applicable. The Company will, upon written request Guarantor is so required to withhold or deduct any amount for or on account of each Holder (other than an Excluded Holder), reimburse each such holder for the amount of (i) Taxes from any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments payment made under or with respect to any Secured Notesthe Notes or the Notes Guarantees, and (ii) any Panamanian Taxesrespectively, Bahamian Taxesthe Issuer, MI Taxes Holdings or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) Guarantor will pay such Additional Amounts as may be necessary so that the net amount received by such each Holder (net of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guaranteesincluding Additional Amounts) after such reimbursement withholding or deduction will not be less than the net amount the such Holder would have received if Panamanian Taxes, Bahamian Taxes, MI such Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior required to each date on which any payment under be withheld or with respect to deducted; provided, however, that the Secured Notes is due and payable, if the Lender, the Company or the Subsidiary Guarantors, as applicable, will be obligated 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 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 paymentfiduciary, the Lender, the Company a member of such a partnership or the Subsidiary Guarantors, as applicable, will deliver beneficial owner of such payment would not have been entitled to the Trustee an officer's certificate stating the fact that such Additional Amounts will be payable 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 amounts will be payable and Issuer, Holdings or 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 dateGuarantor is organized or any political subdivision or taxing authority or agency thereof or therein.

Additional Amounts. Except to All payments made by the extent required by any applicable law, regulation law, regulation or governmental policyCompany, any and all payments ofNote Guarantor or a successor of the foregoing (each, a “Payor”) under, or in with respect of the Loan, this Agreementto, the Notes, any Loan Document Notes or any Secured the relevant Note shall Guarantee will be made free and clear of and without withholding or deduction for or on account of any and all present or future taxestax, leviesduty, impostslevy, deductionimpost, charges assessment or withholdings other governmental charge (including penalties, interest and all other liabilities with respect thereto imposed related thereto) (collectively, “Taxes”) imposed, levied, collected or assessed by Panama, The Bahamas, The Marshall Islands or on behalf of (1) the United Kingdom or any other jurisdiction with which xxx Xxxpany political subdivision or any Subsidiary has some connection governmental authority thereof or therein having power to tax, (including 2) any jurisdiction (other than the United States of America) from or through which payments under this Agreement, payment on the Notes, any Loan Document, the Guarantee Notes or the Secured Notes are made) relevant Note Guarantee is made on behalf of the Company or any Note Guarantor, or any political subdivision of or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which a Payor is organized or resident, or any taxing political or governmental authority in any thereof or therein having the power to tax (each of clause (1), (2) and (3), a “Relevant Taxing Jurisdiction”), unless the withholding or deduction of such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectively). If the Lender, the Company or any Subsidiary Guarantor shall be Taxes is then required by law to withhold or deduct the interpretation or administration thereof. If any Panamanian Taxes, Bahamian Taxes, MI Taxesdeduction or withholding for, or Other on account of, any Taxes from or in respect of any sum payable under this AgreementRelevant Taxing Jurisdiction will at any time be required from any payments made with respect to the Notes or the relevant Note Guarantee, including payments of principal, premium, if any, redemption price or interest, the Notes, any Loan Document, Payor will pay (together with such payments) such additional amounts (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"”) as may be necessary so in order 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 net amounts received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Notepayments by each Holder, 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 (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law, and, in including any such 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 deduction or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing withholding from such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded HolderAdditional Amounts), 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 net amount the Holder amounts which would have been received if Panamanian Taxesin respect of such payments in the absence of such withholding or deduction; provided, Bahamian Taxeshowever, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect 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 payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that no such Additional Amounts will be payable 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.with respect to:

Additional Amounts. Except (a) All payments made by or on behalf of the Issuers or a Successor Issuer under or with respect to the extent required by Notes (whether or not in the form of Definitive Notes) or any applicable law, regulation law, regulation or governmental policy, any and all payments of, or in respect of the Loan, this Agreement, the Notes, Guarantors on their Guarantee (including in each case any Loan Document or any Secured Note Successor Person) shall be made free and clear of and without withholding or deduction for for, or on account of of, any and all present or future taxes, leviesunless the withholding or deduction of such taxes is then required by law. If any deduction or withholding for, impostsor on account of, deduction, charges any taxes imposed or withholdings and all liabilities with respect thereto imposed levied by Panama, The Bahamas, The Marshall Islands or on behalf of any jurisdiction in which the Issuers or any other jurisdiction with which xxx Xxxpany or any Subsidiary has some connection Guarantor (including in either case any jurisdiction (other than the United States of America) from Successor Issuer or through which payments under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) or any political subdivision of or any taxing authority in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectively). If the Lender, the Company or any Subsidiary Guarantor shall be required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or in respect of any sum payable under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable by the Company or such Subsidiary GuarantorSuccessor Person, as the case may beapplicable) is incorporated, thereunder shall be increased by the amount ("Additional Amounts") necessary so that after making all required withholdings and deductionsorganized, Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on a business or being deemed to carry on business in or through a branch, agency or permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction resident for tax purposes or any political subdivision thereof or therein or any taxing authority therein other than the mere holding jurisdiction by or owning of such Secured Note, being a beneficiary through which payment is made by or on behalf of the Guarantee Issuers or any applicable Subsidiary Guarantee, the receipt of Guarantor (including in either case any income Successor Issuer or payments in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) that would not have been imposed but for the presentation (where presentation is required) of such Secured Note for payment more than 180 days after the date such payment became due and payable or was duly provided for, whichever occurs later. The Lender, the Company or the Subsidiary GuarantorsSuccessor Person, as applicable, will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law, and, in any such case, the Lender is required to furnish under the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for the amount of (i) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to any Secured Notes, and (ii) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so that the net amount received by such Holder (net of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect to the Secured Notes is due and payableor Guarantees or any political subdivision thereof or therein (each, if a “Tax Jurisdiction”) will at any time be required to be made from any payments made by or on behalf of the LenderIssuers or Successor Issuers under or with respect to the Notes or any of the Guarantors or Successor Persons with respect to any Guarantee, including payments of principal, redemption price, purchase price, interest or premium, the Company Issuers or the Subsidiary Guarantorsrelevant Guarantor (including in either case any Successor Issuer or Successor Person), as applicable, shall pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received by each holder in respect of such payments after such withholding or deduction (including any such deduction or withholding from such Additional Amounts) will be obligated to pay Additional Amounts with equal the respective amounts that would have been received by each holder in respect to of such paymentpayments in the absence of such withholding or deduction; provided, the Lenderhowever, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that such no Additional Amounts will be payable 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.with respect to: 124 |US-DOCS\143900591.2||

Additional Amounts. Except to the extent required by any applicable law, regulation law, regulation or governmental policy, any and all All payments of, or in respect of, principal of and interest on the Loan, this Agreement, the Notes, any Loan Document or any Secured Note Securities shall be made free and clear of and without withholding or deduction for for, or on account of of, any and all present or future taxes, leviesduties, imposts, deduction, assessments or governmental charges of any kind whatever imposed or withholdings and all liabilities with respect thereto imposed levied by Panama, The Bahamas, The Marshall Islands or any other jurisdiction with which xxx Xxxpany or any Subsidiary has some connection (including any jurisdiction (other than on behalf of the United States of America) from or through which payments under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) U.K. or any political subdivision of or any taxing Taxing authority in thereof or therein ("U.K. Withholding Taxes"), unless such U.K. Withholding Taxes are required by the U.K. or any such jurisdiction subdivision or authority to be 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 "Panamanian Taxes,recognized stock exchange" (within the meaning of Section 841 of the U.K. Income and Corporation Taxes Act 1988) (a "Bahamian Taxes," Listing Failure"MI Taxes," ), the effect of which, in each case, is to require the withholding or "Other Taxes," deduction by the Company or the Guarantors pursuant to the Securities or the Guarantees, respectively). If the Lender, of any amount for U.K. Withholding Taxes that would not have been required to be withheld or deducted absent such event, the Company or any Subsidiary Guarantor shall be required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or in respect of any sum payable under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable by the Company or such Subsidiary GuarantorGuarantors, as the case may be, thereunder shall be increased by the amount will pay such additional amounts ("Additional Amounts") necessary so on the Securities that result (after making all required withholdings and deductionsdeduction or withholding of such U.K. Withholding Taxes, Lender including any deduction or any withholding of such U.K. Withholding Taxes with respect to such Additional Amounts) in the payment to each Holder or beneficial owner of Secured Notes shall receive an amount equal to a Security the sum amounts that it would have received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments payable in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) that would not have been imposed but for the presentation (where presentation is required) of such Secured Note for payment more than 180 days after the date such payment became due and payable or was duly provided for, whichever occurs later. The Lender, the Company or the Subsidiary Guarantors, as applicable, will also (i) make Security had no such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable lawbeen required, and, in any such case, the Lender is required to furnish under the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for the amount of (i) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to any Secured Notes, and (ii) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so except 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 net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect to the Secured Notes is due and payable, if the Lender, the Company or the Subsidiary Guarantors, as applicable, will be obligated to pay no Additional Amounts with respect to such payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that such Additional Amounts will shall be payable 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 for or on the payment date.account of:

Additional Amounts. Except (a) All payments made by or on behalf of the Issuer or the Guarantor (including, in each case, any successor entity) under or with respect to the extent required by any applicable law, regulation law, regulation Notes or governmental policy, any and all payments of, or in respect of the Loan, this Agreement, the Notes, any Loan Document or any Secured Note Guarantee shall be made free and clear of and without withholding or deduction for for, or on account of of, any and all present or future taxesTaxes unless the withholding or deduction of such Taxes is then required by law. If the Issuer, levies, imposts, deduction, charges or withholdings and all liabilities with respect thereto imposed by Panama, The Bahamas, The Marshall Islands the Guarantor or any other jurisdiction with which xxx Xxxpany or any Subsidiary has some connection (including any jurisdiction (other than the United States of America) from or through which payments under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) or any political subdivision of or any taxing authority in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectively). If the Lender, the Company or any Subsidiary Guarantor shall be applicable withholding agent is required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxesamount for, or Other Taxes from or in respect of any sum payable under this Agreement, the Noteson account of, any Loan Document, Taxes imposed or levied by or on behalf of (1) any jurisdiction (other than the Guarantee United States) in which the Issuer or the Secured NotesGuarantor is or was incorporated, the sum payable by the Company engaged in business, organized or such Subsidiary Guarantor, as the case may be, thereunder shall be increased by the amount ("Additional Amounts") necessary so that after making all required withholdings and deductions, Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction resident for tax purposes or any political subdivision thereof or therein or (2) any taxing authority therein other than the mere holding jurisdiction from or owning of such Secured Note, being a beneficiary through which any payment is made by or on behalf of the Guarantee Issuer or the Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any applicable Subsidiary Guaranteepolitical subdivision thereof or therein (each of (1) and (2), the receipt of any income or payments a “Tax Jurisdiction”) in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) that would not have been imposed but for the presentation (where presentation is required) of such Secured Note for payment more than 180 days after the date such payment became due and payable or was duly provided for, whichever occurs later. The Lender, the Company or the Subsidiary Guarantors, as applicable, will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law, and, in any such case, the Lender is required to furnish under the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for the amount of (i) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to any Secured Notes, and (ii) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so that the net amount received by such Holder (net of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect to the Secured Notes is due and payableor the Note Guarantee, if the Lenderincluding, without limitation, payments of principal, redemption price, purchase price, interest or premium, the Company Issuer or the Subsidiary GuarantorsGuarantor, as applicable, will shall pay such additional amounts (the “Additional Amounts”) as may be obligated to pay necessary in order that the net amounts received and retained in respect of such payments by each beneficial owner of the Notes after such withholding or deduction shall equal the respective amounts that would have been received and retained in respect of such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts shall be payable with respect to such payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that such Additional Amounts will be payable 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.to:

Additional Amounts. Except (a) All payments made by or on behalf of the Company or any Guarantor (each such person who pays or credits such amounts, a “Payor”) under or with respect to the extent required by any applicable law, regulation law, regulation or governmental policy, any and all payments of, or in respect of the Loan, this Agreement, the Notes, any Loan Document Notes or any Secured Note shall Guarantee will be made free and clear of of, and without deduction for or withholding for, or on account of of, any and all present or future income, stamp and other taxes, levies, imposts, deductionduties, charges charges, fees, deductions or withholdings and all liabilities with respect thereto imposed (hereinafter referred to as “taxes”) now or hereafter imposed, levied, collected, withheld or assessed by Panama, The Bahamas, The Marshall Islands or any other jurisdiction with which xxx Xxxpany or any Subsidiary has some connection (including on behalf of any jurisdiction (other than the United States of America) in which such Payor is organized, resident or carrying on business for tax purposes or from or through which payments under this Agreement, the Notes, any Loan Document, the Guarantee are made by or the Secured Notes are made) 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 any taxing authority in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectively). If the Lender, the Company or any Subsidiary Guarantor shall be withholding is required by applicable law to withhold or deduct by the interpretation or administration thereof by the relevant governmental authority. (b) At any Panamanian Taxes, Bahamian Taxes, MI Taxes, time a relevant Taxing Jurisdiction requires deductions or Other Taxes withholdings of taxes from any payment made under or in respect of any sum payable under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable by the Company or Payor will pay such Subsidiary Guarantor, as the case may be, thereunder shall be increased by the amount additional amounts ("“Additional Amounts"”) as may be necessary so that the net amounts received by each Holder (including Additional Amounts), after making all required withholdings and deductionssuch deduction or withholding (including withholding or deduction attributable to Additional Amounts payable hereunder), Lender or any shall not be less than the amount the Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received had not no such withholdings and deductions deduction or withholding been made; provided that any such sum shall not required. (c) However, notwithstanding the foregoing, no Additional Amounts will be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes payable to a Holder (an "Excluded Holder") of a Note by any Payor with respect to: (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) taxes that would not have been imposed but for the presentation 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) of within 30 days after the relevant date (except to the extent that the Holder thereof would have been entitled to such Secured Additional Amounts on presenting a Note for payment more than 180 days after on the date last day of such payment became due and payable or was duly provided for, whichever occurs later. The Lender30 day period); for this purpose, the Company “relevant date” in relation to any payments on any Note means: (a) the due date for payment thereof, or the Subsidiary Guarantors, as applicable, will also (ib) make such withholding or deduction and (ii) remit if the full amount deducted of the monies payable on such date have not been received by the Trustee on or withheld prior to such due date, the relevant authority 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 applicable lawthis Indenture; (iii) taxes imposed or withheld by reason of the failure by the Holder or beneficial owner of such Note to provide certification, andinformation, in 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 case, the Lender is required to furnish under the Indenture to each Holder on whose behalf an amount was so remittedmatters, within 30 calendar days after the date the payment of any Panamanian Taxesa specific written request therefor from a Payor, Bahamian Taxes, MI Taxes or Other Taxes which is due pursuant to applicable required by law, certified copies of tax receipts evidencing such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for the amount of (i) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to any Secured Notes, and (ii) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so that the net amount received by such Holder (net of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect 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 payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that such Additional Amounts will be payable 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.regulation or

Additional Amounts. Except (a) All payments and deliveries made by, or on behalf of, the Company, any Guarantor or any Successor Company under or with respect to the extent required by any applicable law, regulation law, regulation or governmental policy, any and all payments Notes (including payment of the principal of, or in respect of the LoanFundamental Change Repurchase Price for, this Agreement, the Notesor any interest on, any Loan Document or any Secured Note shall Note) will be made free and clear of and without withholding or deduction for for, or on account of of, any and all present or future taxesTaxes, levies, imposts, deduction, charges unless such withholding or withholdings and all liabilities with respect thereto deduction is required by law or regulation or by governmental policy having the force of law. If any Taxes imposed or levied by Panama, The Bahamas, The Marshall Islands or any other jurisdiction with which xxx Xxxpany or any Subsidiary has some connection (including on behalf of any jurisdiction (other than the United States of America) from or through which payments under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) or any political subdivision of or taxing authority thereof or therein) in which the Company, any Guarantor or any taxing authority in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," Successor Company is or "Other Taxes," respectively). If the Lenderdeemed to be, for tax purposes, organized or resident or doing business or through which payment or deliveries by, or on behalf of, the Company Company, any Guarantor or any Subsidiary Guarantor shall be required by law to withhold Successor Company under or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or in with respect of any sum payable under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable by the Company or such Subsidiary Guarantor, as the case may be, thereunder shall be increased by the amount ("Additional Amounts") necessary so that after making all required withholdings and deductions, Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes Notes are made or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in be made (each such jurisdiction, subdivision or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) that would not have been imposed but for the presentation (where presentation is required) of such Secured Note for payment more than 180 days after the date such payment became due and payable or was duly provided for, whichever occurs later. The Lender, the Company or the Subsidiary Guarantorsauthority, as applicable, will also (ia “Relevant Taxing Jurisdiction”) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law, and, in any such case, the Lender is are 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 be withheld or deducted from any Panamanian Taxes, Bahamian Taxes, MI Taxes payments or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for the amount of (i) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments deliveries made under or with respect to any Secured the Notes, and then, subject to Section 14.02, the Company, any Guarantor or such Successor Company, as applicable, will pay to the Holder of each Note such additional amounts (iithe “Additional Amounts”) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed with respect as may be necessary to any reimbursement under the foregoing clause (i) so ensure that the net amount received by the beneficial owner of such Holder (net of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guarantees) Note after such reimbursement withholding or deduction (and after withholding or deducting any Taxes on the Additional Amounts) will not be less than equal the net amount the Holder amounts that would have been received if Panamanian Taxesby such beneficial owner had no such withholding or deduction been required; provided, Bahamian Taxeshowever, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect 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 payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that such no Additional Amounts will be payable 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.payable:

Additional Amounts. Except (a) All payments made under or with respect to the extent required by any applicable law, regulation law, regulation or governmental policy, any and all payments of, or in respect of the Loan, this Agreement, the Notes, any Loan Document Notes or any Secured Note shall Guarantee will be made free and clear of and without withholding or deduction for for, or on account of of, any and all present or future taxestax, leviesduty, impostslevy, deductionassessment or other governmental charge, charges including any related interest, penalties or withholdings and all liabilities with respect thereto additions to tax (“Taxes”) 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 Panama, The Bahamas, The Marshall Islands or on behalf of (1) any jurisdiction in which the Issuer or any other jurisdiction with which xxx Xxxpany Guarantor is then incorporated or organized, engaged in business for tax purposes or resident for tax purposes or any Subsidiary has some connection political subdivision or governmental authority thereof or therein having power to tax or (including 2) any jurisdiction (other than the United States of America) from or through which payments under this Agreementpayment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) or any political subdivision of or any taxing authority in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectively). If the Lender, the Company or any Subsidiary Guarantor shall be required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or in respect of any sum payable under this Agreement, paying agent for the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable by the Company or such Subsidiary Guarantor, as the case may be, thereunder shall be increased by the amount ("Additional Amounts") necessary so that after making all required withholdings and deductions, Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or therein (each, a “Tax Jurisdiction”) will at any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) that would not have been imposed but for the presentation (where presentation is required) of such Secured Note for payment more than 180 days after the date such payment became due and payable or was duly provided for, whichever occurs later. The Lender, the Company or the Subsidiary Guarantors, as applicable, will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law, and, in any such case, the Lender is time be 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 be made from any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for the amount of (i) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to the Notes or any Secured NotesGuarantee, and (ii) any Panamanian Taxesincluding, Bahamian Taxeswithout limitation, MI Taxes payments of principal, redemption price, interest or Other Taxes so levied or imposed with respect to any reimbursement under premium, then 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 Issuer or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect to the Secured Notes is due and payable, if the Lender, the Company or the Subsidiary Guarantorsrelevant Guarantor, as applicable, will pay such additional amounts (the “Additional Amounts”) as may be obligated to pay necessary in order that the net amounts received in respect of such payments by each Holder after such withholding or deduction (including any such withholding or deduction from such Additional Amounts with Amounts) will equal the respective amounts that would have been received in respect to of such paymentpayments in the absence of such withholding or deduction; provided, the Lenderhowever, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that such no Additional Amounts will be payable 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.with respect to:

Additional Amounts. Except to Unless otherwise specified in any Board Resolution establishing the extent required terms of Securities of a series in accordance with Section 2.08, all amounts of principal, and interest, if any, on any series of Securities will be paid by any applicable lawthe Issuer without deducting or withholding for, regulation law, regulation or governmental policyon account of, any and all payments of, or in respect of the Loan, this Agreement, the Notes, any Loan Document or any Secured Note shall be made free present and clear of and without deduction for or on account of any and all present or future taxes, levies, impostsimposts or other governmental charges whatsoever imposed, deductionassessed, charges levied or withholdings and all liabilities with respect thereto imposed collected by Panama, The Bahamas, The Marshall Islands or any other jurisdiction with which xxx Xxxpany or any Subsidiary has some connection (including any jurisdiction (other than for the account of the United States of America) from or through which payments under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) Kingdom or any political subdivision of or any taxing authority in thereof or therein or if deduction or withholding of any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," taxes, levies, imposts or "Other Taxes," respectively). If the Lender, the Company or other governmental charges shall at any Subsidiary Guarantor shall time be required by law the United Kingdom or any such subdivision or authority, the Issuer will (subject to withhold or deduct compliance by the Holders of such Securities with any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or relevant administrative requirements) pay such additional amounts in respect of any sum payable principal, interest, if any, and sinking fund payments as may be necessary in order that the net amounts paid to the Holders of the Securities or the Trustee under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable by the Company or such Subsidiary GuarantorIndenture, as the case may be, thereunder pursuant to the Securities, after such deduction or withholding, shall be increased by equal the amount respective amounts of principal, interest, if any, and sinking fund payments, as specified in the Securities, to which such Holders or the Trustee are entitled; provided, however, that the foregoing shall not apply to any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the fact that the Holder of the relevant Security ("Additional Amounts"or a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation) necessary so that after making all required withholdings and deductionsis or has been a domiciliary, Lender national or resident of, or engaging or having been engaged in a trade or business or maintaining or having maintained a permanent establishment or being or having been physically present in, the United Kingdom or any political subdivision or taxing authority thereof or therein or otherwise having or having had some connection with the United Kingdom or any political subdivision or taxing authority thereof or therein other than the holding or ownership of a Security, or the collection of principal of, and interest, if any, on, or the enforcement of, a Security, (ii) any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the fact that, where presentation is required, the relevant Security was presented more than thirty days after the date on which such payment became due or was provided for, whichever is later, (iii) any estate, inheritance, gift, sale, transfer, personal property or similar tax, levy, impost or other governmental charge, (iv) any present or future tax, levy, impost or other governmental charge which is payable otherwise than by deduction or withholding from payments on or in respect of the relevant Security, (v) any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the failure to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with the United Kingdom or any political subdivision or taxing authority thereof or therein of the Holder or beneficial owner of Secured Notes shall receive the relevant Security, if compliance is required by treaty or by statute, regulation or administrative practice of the United Kingdom or any such political subdivision or taxing authority thereof or therein as a condition to relief or exemption from such tax, levy, impost or other governmental charge, (vi) any present or future tax, levy, import or other governmental charge is imposed on a payment to an amount equal individual and is required to be made pursuant to European Council Directive 2003/48/EC or any other European Union Directive implementing the sum that it conclusions of the ECOFIN Council meeting of 26-27 November 2000 on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive, (vii) any present or future tax, levy, impost or other governmental charge a Holder would have received had not such withholdings and deductions been made; provided that able to avoid by presenting the relevant debt security to another paying agent in a Member State of the European Union or elsewhere, (viii) any such sum shall not be paid present or future tax, levy, impost or other governmental change which a Holder would have been able to avoid by authorizing the paying agent to report information in accordance with the procedure laid down by the relevant tax authority or by producing, in the form requested by the relevant tax authority, a declaration, claim, certificate, document or other evidence establishing exemption therefrom, (ix) any present or future tax, levy, impost or other governmental charge imposed, assessed, levied or collected in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) that would not have been imposed but for the presentation (where presentation is required) of such Secured Note for payment more than 180 days after the date such payment became due and payable or was duly provided for, whichever occurs later. The Lender, the Company or the Subsidiary Guarantors, as applicable, will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law, and, in any such case, the Lender is required to furnish under the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for the amount of (i) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to any Secured Notes, and (ii) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so that the net amount received by such Holder (net of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect to a Security to any Holder of the Secured Notes relevant Security that is due and payablea fiduciary, if partnership or a person other than the Lender, sole beneficial owner of such payment or Security to the Company extent that the beneficiary or the Subsidiary Guarantors, as applicable, will be obligated to pay Additional Amounts settlor with respect to such paymentthe fiduciary, the Lender, the Company member of that partnership or the Subsidiary Guarantors, as applicable, will deliver beneficial owner would not have been entitled to the Trustee an officer's certificate stating additional amounts or would not have been subject to such tax, levy, impost or charge, had that beneficiary, settlor, member or beneficial owner been the fact that actual Holder of such Additional Amounts will be payable 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 dateSecurity; or (b) any combination of items (i) through (ix) above.

Additional Amounts. Except All payments of principal of, premium, if any, and interest on Securities of any series to the extent required by any applicable lawa Holder thereof who is not a United States person, regulation law, regulation or governmental policy, any and all payments ofon the Guarantees to a Holder thereof who is not a United States person, or in respect of the Loan, this Agreement, the Notes, any Loan Document or any Secured Note shall be made without set-off, counterclaim, fees, liabilities or similar deductions (including payments on redemption, repayment and the exercise of either the Cash Settlement Option or the Stock Settlement Option), and free and clear of of, and without deduction for or on account of any and all present or future withholding for, taxes, levies, imposts, deductionduties, assessments, charges or withholdings and all liabilities with respect thereto imposed fees of whatsoever nature now or hereafter imposed, levied, collected, deducted, withheld or assessed by Panamaor on behalf of the Government of the United States, The Bahamas, The Marshall Islands or any state or other jurisdiction with which xxx Xxxpany or any Subsidiary has some connection (including any jurisdiction (other than the United States of America) from or through which payments under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) or any political subdivision of or any taxing authority in any such jurisdiction thereof or therein ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectively). If the LenderCompany, the ----- Guarantor, or any agent of either is required by law or regulation to make any deduction or withholding for or on account of Taxes, the Company or any Subsidiary Guarantor shall be required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or in respect of any sum payable under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable by the Company or such Subsidiary Guarantor, as the case may be, thereunder shall be increased by the amount pay such additional amounts ("Additional Amounts") as shall be necessary so in order ------------------ that the net amounts received by the Holders of the Securities of any series who are not United States persons after making all required withholdings and deductions, Lender such deduction or any Holder or beneficial owner of Secured Notes withholding shall receive an equal the amount equal to the sum that it would have received had been receivable thereunder in the absence of such deduction or withholding, except that no such Additional Amounts shall be payable on account of: (a) any Tax which would not such withholdings and deductions have 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") so imposed but for (i) resulting from the beneficial owner existence of any present or former connection between such Secured Note carrying on business Holder (or being deemed to carry on business in between a fiduciary, settlor, beneficiary, member, shareholder of or through possessor of a permanent establishment power over such Holder, if such Holder is an estate, a trust, a partnership or fixed base in a corporation) and the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction United States or any political subdivision or taxing authority thereof or any taxing authority therein other than the mere holding therein, including, without limitation, such Holder (or owning of such Secured Notefiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a beneficiary citizen or resident of the Guarantee United States or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guaranteetreated as a resident thereof, or being or having been engaged in trade or business or present therein, or having had a permanent establishment therein, (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 Holder's present 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 (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law, and, in any such case, the Lender is required to furnish under the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for the amount of (i) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder former status as a result of payments made under or with respect to any Secured Notespersonal holding company, 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 net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or a foreign personal holding company with respect to the Secured Notes is due and payableUnited States, if a controlled foreign corporation, a passive foreign investment company, or a foreign private foundation or foreign tax exempt entity for United States tax purposes, or a corporation which accumulates earnings to avoid United States Federal income tax, or (iii) such holder's status as a bank extending credit pursuant to a loan agreement entered into in the Lender, the Company or the Subsidiary Guarantors, as applicable, will be obligated to pay Additional Amounts with respect to such payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that such Additional Amounts will be payable 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.ordinary course of business;

Additional Amounts. Except to All payments made by or on behalf of the extent required by Company, the Subsidiary Guarantors or any applicable lawsuccessor thereto (each, regulation law, regulation or governmental policy, any and all payments ofa “Payor”) under, or in with respect of the Loan, this Agreementto, the Notes, any Loan Document Notes or any Secured the Note shall Guarantees will be made free and clear of and without withholding or deduction for or on account of any and all present or future taxestax, leviesduty, impostslevy, deductionimpost, charges assessment or withholdings other governmental charge (including penalties, interest and all other liabilities with respect thereto imposed related thereto) (collectively, “Taxes”) imposed, levied, collected or assessed by Panama, The Bahamas, The Marshall Islands or on behalf of (1) the Grand Duchy of Luxembourg or any other jurisdiction with which xxx Xxxpany political subdivision or any Subsidiary has some connection governmental authority thereof or therein having power to tax, (including 2) any jurisdiction (other than the United States of America) from or through which payments under this Agreement, payment on the Notes, any Loan Document, the Guarantee Notes or the Secured Notes are made) Note Guarantees is made by or on behalf of the Payor, or any political subdivision of or governmental authority thereof or therein having the power to tax or (3) any taxing authority other jurisdiction in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," which a Payor is organized, resident or "Other Taxes," respectively). If the Lender, the Company or any Subsidiary Guarantor shall be required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or in respect of any sum payable under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable by the Company or such Subsidiary Guarantor, as the case may be, thereunder shall be increased by the amount ("Additional Amounts") necessary so that after making all required withholdings and deductions, Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction be doing business, or any political subdivision or governmental authority thereof or any taxing authority therein other than having the mere holding power to tax (each jurisdiction described in clauses (1), (2) and (3), a “Relevant Taxing Jurisdiction”), unless the withholding or owning deduction of such Secured NoteTaxes is then required by law or the interpretation or administration thereof. If any deduction or withholding for, being a beneficiary 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 Guarantee Notes or any applicable Subsidiary Guaranteethe Note Guarantees including payments of principal, premium, if any, redemption price or interest, the receipt of any income or payments 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 Secured Notepayments received by each Holder, 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 (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law, and, in including any such 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 deduction or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing withholding from such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded HolderAdditional Amounts), 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 net amount the Holder amounts which would have been received if Panamanian Taxesby each Holder in respect of such payments in the absence of such withholding or deduction; provided, Bahamian Taxeshowever, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect 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 payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that no such Additional Amounts will be payable 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.with respect to:

Additional Amounts. Except All payments made by or on behalf of the Issuer, the Co-Obligor or any of the Guarantors under or with respect to the extent required by any applicable law, regulation law, regulation or governmental policy, any and all payments of, or in respect of the Loan, this Agreement, the Notes, any Loan Document Notes or any Secured Note shall Guarantee will be made free and clear of and without withholding or deduction for for, or on account of of, any and all present or future taxesTaxes unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, leviesor on account of, impostsany Taxes imposed or levied by or on behalf of (1) any jurisdiction in which the Issuer, deduction, charges or withholdings and all liabilities with respect thereto imposed by Panama, The Bahamas, The Marshall Islands the Co-Obligor or any other jurisdiction with which xxx Xxxpany or any Subsidiary has some connection Guarantor (including any jurisdiction (other than the United States of America) from successor entity), is then incorporated, engaged in business, organized or through which payments under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) or any political subdivision of or any taxing authority in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectively). If the Lender, the Company or any Subsidiary Guarantor shall be required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or in respect of any sum payable under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable by the Company or such Subsidiary Guarantor, as the case may be, thereunder shall be increased by the amount ("Additional Amounts") necessary so that after making all required withholdings and deductions, Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction resident for tax purposes or any political subdivision thereof or therein or (2) any taxing authority therein other than the mere holding jurisdiction from or owning of such Secured Note, being a beneficiary through which payment is made by or on behalf of the Guarantee Issuer, the Co-Obligor or any applicable Subsidiary GuaranteeGuarantor (including, without limitation, the receipt jurisdiction of any income or payments in respect of such Secured Note, the Loan, the Guarantee Paying Agent) or any applicable Subsidiary Guarantee political subdivision thereof or the enforcement therein (each of such Secured Note(1) and (2), 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 applicablea “Tax Jurisdiction”), will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law, and, in at any such case, the Lender is time be 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 be made from any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for the amount of (i) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to any Secured Notes, and (ii) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so that the net amount received by such Holder (net of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect to the Secured Notes is due and payableor any Note Guarantee, if the Lenderincluding, without limitation, payments of principal, redemption price, purchase price, interest or premium, the Company Issuer, the Co-Obligor or the Subsidiary Guarantorsrelevant Guarantor, as applicable, will pay such additional amounts (the “Additional Amounts”) as may be obligated to pay Additional Amounts with necessary in order that the net amounts received and retained in respect to of such paymentpayments by each holder or beneficial owner of Notes after such withholding, deduction or imposition will equal the Lenderrespective amounts of cash that would have been received and retained in respect of such payments in the absence of such withholding or deduction; provided, the Company or the Subsidiary Guarantorshowever, as applicable, will deliver to the Trustee an officer's certificate stating the fact that such no Additional Amounts will be payable 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.with respect to:

Additional Amounts. Except At least 10 days prior to the extent required by any applicable lawfirst date on which payment of principal, regulation lawpremium, regulation or governmental policy, any and all payments ofif any, or interest on the Notes 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 respect of the Loan, Officers' Certificate described in this AgreementSection 4.20, the Company will furnish the Trustee and the Paying Agent, if other than the Trustee, with an Officers' Certificate instructing the Trustee and the Paying Agent whether such payment of principal, premium, if any, or interest on the Notes (whether or not in the form of Definitive Notes, any Loan Document or any Secured Note ) shall be made free and clear of and to the Holders without deduction withholding for or on account of any and all present or future taxestax, leviesduty, imposts, deduction, assessment or other governmental charges of whatever nature (collectively "Taxes") imposed or withholdings and all liabilities with respect thereto imposed levied by Panama, or on behalf of The Bahamas, The Marshall Islands Netherlands or any other jurisdiction with in which xxx Xxxpany or any Subsidiary has some connection (including any jurisdiction (other than the United States of America) from or through which payments under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) or any political subdivision of or any taxing authority in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectively). If the Lender, the Company or any Subsidiary Guarantor shall be required by law to withhold Surviving Entity is organized or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or in respect of any sum payable under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable by the Company or such Subsidiary Guarantor, as the case may be, thereunder shall be increased by the amount ("Additional Amounts") necessary so that after making all required withholdings and deductions, Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction is otherwise resident for tax purposes or any political subdivision thereof or any taxing authority having power to tax therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guaranteejurisdiction from or through which payment is made (each a "Relevant Taxing Jurisdiction"), unless the receipt of any income or payments in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) that would not have been imposed but for the presentation (where presentation is required) of such Secured Note for payment more than 180 days after the date such payment became due and payable or was duly provided for, whichever occurs later. The Lender, the Company or the Subsidiary Guarantors, as applicable, will also (i) make such withholding or deduction and (ii) remit the full amount deducted of such Taxes is then required by law. If any deduction or withheld to the relevant authority in accordance with applicable lawwithholding for, andor on account of, in any such 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 Taxes of any Panamanian TaxesRelevant Taxing Jurisdiction, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment shall at any time be required on any payments made 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 net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect to the Secured Notes is due and payableNotes, including payments of principal, redemption price, interest or premium, then such Officers' Certificate shall specify the amount, if the Lenderany, required to be withheld on such payments to such Holders and the Company or the Subsidiary Guarantors, as applicable, will be obligated to pay Additional Amounts with respect to such payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating or the fact that 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") and upon request shall provide the Trustee with documentation satisfactory to the Trustee evidencing the payment of such Additional Amounts will Amounts. Copies of such documentation shall be payable made available to the Holders upon request. The Company shall indemnify the Trustee and the amounts will be payable Paying Agent for, and the amounts so payable and will set forth such other information necessary hold them harmless against, any loss, liability or expense 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 Officers' Certificate furnished to enable the Trustee them pursuant to pay such Additional Amounts to Holders on the payment datethis Section 4.20.

Additional Amounts. Except to All payments made by the extent required by any applicable lawIssuer or a Subsidiary Guarantor (each, regulation law, regulation or governmental policy, any and all payments ofa “Payor”) under, or in with respect of the Loan, this Agreementto, the Notes, any Loan Document Notes or any Secured a Note shall Guarantee will be made free and clear of and without withholding or deduction for or on account of any and all present or future taxestax, leviesduty, impostslevy, deductionimpost, charges assessment or withholdings and all liabilities with respect thereto imposed by Panama, The Bahamas, The Marshall Islands or any other jurisdiction with which xxx Xxxpany or any Subsidiary has some connection governmental charge (including any jurisdiction penalties, interest and other liabilities related thereto) (other than collectively, “Taxes”) unless the United States of America) from Payor is required to withhold or through which payments under this Agreement, deduct such Taxes by law or by the Notes, any Loan Document, the Guarantee official interpretation or the Secured Notes are made) or any political subdivision of or any taxing authority in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectively)administration thereof. If the Lender, the Company or any Subsidiary Guarantor shall be Payor is required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, amount for or Other on account of Taxes from imposed or in respect levied by or on behalf of any sum payable under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable by the Company or such Subsidiary Guarantor, as the case may be, thereunder shall be increased by the amount ("Additional Amounts") necessary so that after making all required withholdings and deductions, Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction Bermuda, Netherlands, and Netherlands Antilles or any political subdivision or governmental authority of any thereof or any taxing authority therein other than having the mere holding or owning of such Secured Notepower to tax, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) that would not have been imposed but for any jurisdiction from or through which payment on 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 Notes or the Subsidiary GuarantorsGuarantee is made, as applicable, will also or any political subdivision or governmental authority thereof or therein having the power to tax or (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law, and, in any such case, the Lender is required to furnish under the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for the amount of (iiii) any Panamanian Taxesother jurisdiction in which a Payor is organized or otherwise considered to be a resident for tax purposes, Bahamian Taxes, MI Taxes or Other Taxes so levied any political subdivision or imposed and paid by such Holder as governmental authority thereof or therein having the power to tax (any of the aforementioned being a result of payments “Relevant Taxing Jurisdiction”) from any payment made under or with respect to the Notes or any Secured NotesNote Guarantee, and the Payor will pay such additional amounts (ii“Additional Amounts”) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) as may be necessary so that the net amount received by such Holder each holder of a Note (net of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guaranteesincluding Additional Amounts) after such reimbursement withholding or deduction will not be less than the net amount the Holder such holder would have received if Panamanian Taxes, Bahamian Taxes, MI such Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior required to each date on which any payment under be withheld or with respect to deducted; provided, however, that the Secured Notes is due and payable, if the Lender, the Company or the Subsidiary Guarantors, as applicable, will be obligated foregoing obligation to pay Additional Amounts with respect to such payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that such Additional Amounts will be payable 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.does not apply to:

Additional Amounts. Except All payments made under or with respect to this Note under the extent required by Indenture or pursuant to any applicable law, regulation law, regulation or governmental policy, any and all payments of, or in respect of the Loan, this Agreement, the Notes, any Loan Document or any Secured Note shall Guarantee must be made free and clear of and without withholding or deduction for or on account of any and all present or future taxestax, leviesduty, impostslevy, deductionimpost, charges assessment or withholdings other governmental charge (including penalties, interest and all other liabilities with respect thereto related thereto) imposed or levied by Panamaor on behalf of the (1) the United States, The BahamasGermany, The Marshall Islands Luxembourg, the United Kingdom or any other jurisdiction with which xxx Xxxpany political subdivision or any Subsidiary has some connection governmental authority thereof or therein having the power to tax, (including 2) any jurisdiction (other than the United States of America) from or through which payments under this Agreementpayment on the Notes or any Note Guarantee is made, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) or any political subdivision of or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which the payor is organized or otherwise considered to be a resident or engaged in business for tax purposes, or any taxing political subdivision or governmental authority in any such jurisdiction thereof or therein having the power to tax ("Panamanian each a “Relevant Taxing Jurisdiction”), collectively, “Taxes," "Bahamian Taxes," "MI Taxes," ”, unless the Issuer, relevant Guarantor or "Other Taxes," respectively)other applicable withholding agent is required to withhold or deduct Taxes by law or by the interpretation or administration thereof by the relevant government authority or agency. If the LenderIssuer, the Company a Guarantor or any Subsidiary Guarantor shall be other applicable withholding agent is so required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, amount for or Other on account of Taxes from any payment made under or in with respect of to the Notes or any sum payable under this AgreementNote Guarantee, the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable by the Company Issuer or such Subsidiary Guarantor, as the case may be, thereunder shall will be increased by the required to pay such amount ("such amount the “Additional Amounts"”) as may be necessary so that after making all required withholdings and deductions, Lender or any Holder or the net amount (including Additional Amounts) received by each beneficial owner of Secured Notes shall receive an after such withholding or deduction (including any withholding or deduction on such Additional Amounts) will not be less than the amount equal to the sum that it 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 withholdings and deductions been made; provided that any such sum shall not be paid in respect Taxes are imposed by reason of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the such beneficial owner of such Secured Note carrying on business being considered to be or being deemed to carry on business in or through have been connected with a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein Relevant Taxing Jurisdiction, other than by the mere acquisition, ownership, holding or owning disposition of such Secured this Note, being a beneficiary the enforcement of the rights under this Note or under any Note Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, the Loan, the Guarantee this Note or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Note Guarantee, or (ii) such beneficial owner not completing any procedural formalities that would not have been imposed but it is legally eligible to complete and are necessary for the presentation Issuer, Guarantors or other applicable withholding agent to make or obtain authorization to make payments without such Taxes (where presentation is required) including, without limitation, providing prior to the receipt of such Secured any payment on or in respect of this Note for payment more than 180 days after the date such payment became due or any Note Guarantee a complete, correct and payable executed IRS Form W-8 or was duly provided for, whichever occurs later. The Lender, the Company W-9 or the Subsidiary Guarantorssubstitute or successor form, as applicable, will also 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 Internal Revenue Code of 1986, as amended (the “Code”) with respect to the Issuer or any Guarantor, (iii) any Tax imposed on interest by the United States or any political subdivision or governmental authority thereof or therein by reason of any beneficial owner being a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business or (iv) any United States federal tax imposed pursuant to FATCA, (v) with respect to German tax residents any Tax withheld by a German custodian, who is required to deduct the withholding tax from such interest payments, provided that this Note is held in custody with such German custodian. The Issuer or any Guarantor (as applicable) required to withhold any Taxes will make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable law, and, in . The Issuer or any such case, the Lender is required Guarantor (as applicable) will use commercially reasonable efforts to furnish under the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, obtain certified copies of tax receipts evidencing such the payment by the Lender, the Company Issuer or the Subsidiary Guarantors, 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. The Company willWherever in the Indenture, upon written request this Note or any Note Guarantee there are mentioned, in any context, (1) the payment of each Holder principal, (other than an Excluded Holder)2) purchase prices in connection with a purchase of Notes under the Indenture or this Note, reimburse each such holder for the amount of (i3) interest or (4) 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 other amount payable on or with respect to this Note or any Secured NotesNote Guarantee, and (ii) any Panamanian Taxessuch reference shall be deemed to include payment of Additional Amounts as described under this heading to the extent that, Bahamian Taxesin such context, MI Taxes Additional Amounts are, were or Other Taxes so levied or imposed with would be payable in 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 net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. thereof.. At least 30 calendar days prior to each date on which any payment under of principal, premium, if any, interest or with respect other amounts on this Note is to be made (unless an obligation to pay Additional Amounts arises shortly before or after the Secured Notes is due and payable30th day prior to such date, in which case it shall be promptly thereafter), if the Lender, the Company Issuer or the Subsidiary Guarantors, as applicable, a Guarantor will be obligated to pay Additional Amounts with respect to any such payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, Issuer will deliver to promptly furnish the Trustee and the Paying Agent, if other than the Trustee, with an officer's certificate Officers’ Certificate stating the fact that such Additional Amounts will be payable and the amounts will be payable and the amounts so payable payable, and will set forth such other information necessary to enable the Trustee or the Paying Agent to pay such Additional Amounts to Holders the holders on the payment date. The Issuer or a Guarantor (as applicable) will pay to the Trustee or the Paying Agent such Additional Amounts and, if paid to a Paying Agent other than the Trustee, shall promptly provide the Trustee with documentation evidencing the payment of such Additional Amounts. Copies of such documentation shall be made available to the holders upon request. The foregoing obligations in this Paragraph 2 will survive any termination, defeasance or discharge of the Indenture. References in this Paragraph 2 to the Issuer or any Guarantor shall apply to any successor(s) thereto.

Additional Amounts. Except to All payments made by the extent required by any applicable law, regulation law, regulation Company on the Notes (whether or governmental policy, any and all payments of, or not in respect the form of the Loan, this Agreement, the Definitive Notes, any Loan Document or any Secured Note shall ) will be made free and clear of and without withholding or deduction for for, or on account of of, any and all present or future taxes, leviesduties, impostsassessments or governmental charges of whatever nature (collectively, deduction"Taxes") imposed or levied by or on behalf of (1) Luxembourg, charges or withholdings and all liabilities with respect thereto imposed by Panamathe United States, The Bahamas, The Marshall Islands Ireland or any other jurisdiction with which xxx Xxxpany political subdivision or governmental authority of any Subsidiary has some connection thereof or therein having power to tax, (including 2) any jurisdiction (other than the United States of America) from or through which payments under this Agreementpayment on the Notes is made, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) or any political subdivision of or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which the Payor is organized or otherwise considered to be a resident for tax purposes, or any taxing political subdivision or governmental authority in any such jurisdiction thereof or therein having the power to tax (each of clause (1), (2) and (3), a "Panamanian Taxes," Relevant Taxing Jurisdiction"Bahamian Taxes," "MI Taxes," ), unless the withholding or "Other Taxes," respectively)deduction of Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction shall at any time be required from any payments made with respect to the LenderNotes, including payments of principal, Redemption Price, interest or premium, the Company or any Subsidiary Guarantor shall Payor will pay (together with such payments) such additional amounts (the "Additional Amounts") as may be required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or necessary in order that the net amounts received in respect of any sum payable under this Agreement, such payments by the Notes, any Loan Document, the Guarantee Holders of Notes or the Secured Notes, the sum payable by the Company or such Subsidiary GuarantorTrustee, as the case may be, thereunder shall be increased by the amount after such withholding or deduction ("including any such deduction or withholding from such 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 amounts which would have been received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, payments on the Loan, Notes in the Guarantee or any applicable Subsidiary Guarantee or the enforcement absence 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 (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable lawdeduction; PROVIDED, andHOWEVER, in any such case, the Lender is required to furnish under the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for the amount of (i) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to any Secured Notes, and (ii) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so that the net amount received by such Holder (net of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect 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 payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that no such Additional Amounts will be payable 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.with respect to:

Additional Amounts. Except (a) All payments made under or with respect to the extent required by any applicable law, regulation law, regulation or governmental policy, any and all payments of, or in respect of the Loan, this Agreement, the Notes, any Loan Document Notes or any Secured Note shall Guarantee will be made free and clear of and without withholding or deduction for for, or on account of of, any and all present or future taxes, leviesduties, impostsassessments or other governmental charges of whatever nature, deduction, charges or withholdings and all liabilities with respect thereto imposed by Panama, The Bahamas, The Marshall Islands or any other jurisdiction with which xxx Xxxpany or any Subsidiary has some connection (including any jurisdiction penalties, interest and other liabilities relating thereto (other than the United States “Taxes”) imposed or levied by or on behalf of America) from or through which payments under this Agreementany government, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) or any political subdivision of any authority or any taxing authority in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," agency therein or "Other Taxes," respectively). If the Lenderthereof, the Company or any Subsidiary Guarantor shall be required by law having power to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or in respect of any sum payable under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable by the Company or such Subsidiary Guarantor, as the case may be, thereunder shall be increased by the amount ("Additional Amounts") necessary so that after making all required withholdings and deductions, Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) that would not have been imposed but for the presentation (where presentation is required) of such Secured Note for payment more than 180 days after the date such payment became due and payable or was duly provided for, whichever occurs later. The Lender, the Company or the Subsidiary Guarantors, as applicable, will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law, and, in any such case, the Lender is required to furnish under the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for the amount of (i) any Panamanian Taxesjurisdiction in which the Issuer (including any successor thereto under this Indenture) is then incorporated, Bahamian Taxesorganized or resident for tax purposes, MI (ii) 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 is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) (each of (i), (ii) and (iii), a “Relevant Tax Jurisdiction”), unless the withholding or deduction of such Taxes is then required by law or Other by regulation or by government policy having the force of law. If any deduction or withholding for, or on account of, any Taxes so imposed or levied by or imposed and paid on behalf of any Relevant Tax Jurisdiction will at any time be required by such Holder as a result 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 any Secured Notes, and (ii) any Panamanian Taxes, Bahamian Taxes, MI Taxes the Notes 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 Note Guarantee, including, without limitation, payments of payments made under principal, redemption price, repurchase price, interest or with respect to such Secured Notespremium, the Loan, the Guarantee Issuer or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect to the Secured Notes is due and payable, if the Lender, the Company or the Subsidiary Guarantorsrelevant Guarantor, as applicable, will pay such additional amounts (the “Additional Amounts”) as may be obligated to pay necessary in order that the net amounts received in respect of such payments by each Holder (including Additional Amounts with Amounts) after such withholding or deduction will equal the respective amounts that would have been received in respect to of such paymentpayments in the absence of such withholding or deduction; provided, the Lenderhowever, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that such no Additional Amounts will be payable 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.with respect to:

Additional Amounts. Except to All payments made by the extent required by any applicable law, regulation law, regulation Company on the Notes (whether or governmental policy, any and all payments of, or not in respect the form of the Loan, this Agreement, the Definitive Notes, any Loan Document or any Secured Note shall ) will be made free and clear of and without withholding or deduction for for, or on account of of, any and all present or future taxes, leviesduties, impostsassessments or governmental charges of whatever nature (collectively, deduction"Taxes") imposed or levied by or on behalf of (1) Luxembourg, charges or withholdings and all liabilities with respect thereto imposed by Panamathe United States, The Bahamas, The Marshall Islands Ireland or any other jurisdiction with which xxx Xxxpany political subdivision or governmental authority of any Subsidiary has some connection thereof or therein having power to tax, (including 2) any jurisdiction (other than the United States of America) from or through which payments under this Agreementpayment on the Notes is made, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) or any political subdivision of or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which the Payor is organized or otherwise considered to be a resident for tax purposes, or any taxing political subdivision or governmental authority in any such jurisdiction thereof or therein having the power to tax (each of clause (1), (2) and (3), a "Panamanian Taxes," Relevant Taxing Jurisdiction"Bahamian Taxes," "MI Taxes," ), unless the withholding or "Other Taxes," respectively)deduction of Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction shall at any time be required from any payments made with respect to the LenderNotes or under the Subsidiary Guarantee, including payments of principal, Redemption Price, interest or premium, if any, the Company or any Subsidiary Guarantor shall Payor will pay (together with such payments) such additional amounts (the "Additional Amounts") as may be required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or necessary in order that the net amounts received in respect of any sum payable under this Agreement, such payments by the Notes, any Loan Document, the Guarantee Holders of Notes or the Secured Notes, the sum payable by the Company or such Subsidiary GuarantorTrustee, as the case may be, thereunder shall be increased by the amount after such withholding or deduction ("including any such deduction or withholding from such 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 amounts which would have been received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, payments on the Loan, Notes in the Guarantee or any applicable Subsidiary Guarantee or the enforcement absence 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 (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable lawdeduction; PROVIDED, andHOWEVER, in any such case, the Lender is required to furnish under the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for the amount of (i) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to any Secured Notes, and (ii) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so that the net amount received by such Holder (net of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect 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 payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that no such Additional Amounts will be payable 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.with respect to:

Additional Amounts. Except (a) All payments made by or on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect to the extent required by any applicable law, regulation law, regulation or governmental policy, any and all payments of, or in respect of the Loan, this Agreement, the Notes, any Loan Document Notes or any Secured Note Guarantee shall be made free and clear of and without withholding or deduction for for, or on account of of, any and all present or future taxesTaxes unless the withholding or deduction of such Taxes is then required by law. If the Issuer, levies, imposts, deduction, charges or withholdings and all liabilities with respect thereto imposed by Panama, The Bahamas, The Marshall Islands any Guarantor or any other jurisdiction with which xxx Xxxpany applicable withholding agent is required by law to withhold or deduct any Subsidiary has some connection amount for, or on account of, any Taxes imposed or levied by or on behalf of (including a) any jurisdiction (other than the United States of America) from or through which payments under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) or any political subdivision of or any taxing authority in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectively). If the Lender, the Company or any Subsidiary Guarantor shall be required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or in respect of any sum payable under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable by the Company or such Subsidiary Guarantor, as the case may be, thereunder shall be increased by the amount ("Additional Amounts") necessary so that after making all required withholdings and deductions, Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or therein) in which the Issuer or any taxing authority Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes or any political subdivision thereof or therein other than and, in the mere holding or owning case of any successor entity, wherein such Secured Note, being a beneficiary successor entity assumes the obligations of the Guarantee 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 applicable Subsidiary GuaranteeGuarantor (including, without limitation, the receipt jurisdiction of any income Paying Agent) or payments any political subdivision thereof or therein (each of (a) and (b), a “Tax Jurisdiction”, and (a) a “Relevant Tax Jurisdiction”) in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) that would not have been imposed but for the presentation (where presentation is required) of such Secured Note for payment more than 180 days after the date such payment became due and payable or was duly provided for, whichever occurs later. The Lender, the Company or the Subsidiary Guarantors, as applicable, will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law, and, in any such case, the Lender is required to furnish under the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for the amount of (i) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to any Secured Notes, and (ii) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so that the net amount received by such Holder (net of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect to the Secured Notes is due and payableor any Note Guarantee, if the Lenderincluding, without limitation, payments of principal, redemption price, purchase price, interest or premium, the Company Issuer or the Subsidiary Guarantorsrelevant Guarantor, as applicable, shall pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by each beneficial owner of Notes after such withholding or deduction will be obligated to pay equal the respective amounts that would have been received in respect of such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts shall be payable with respect to such payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that such Additional Amounts will be payable 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.to:

Additional Amounts. Except to ‌ All payments made by or on behalf of the extent required by Company, the Subsidiary Guarantors or any applicable lawsuccessor thereto (each, regulation law, regulation or governmental policy, any and all payments ofa “Payor”) under, or in with respect of the Loan, this Agreementto, the Notes, any Loan Document Notes or any Secured the Note shall Guarantees will be made free and clear of and without withholding or deduction for or on account of any and all present or future taxestax, leviesduty, impostslevy, deductionimpost, charges assessment or withholdings other governmental charge (including penalties, interest and all other liabilities with respect thereto imposed related thereto) (collectively, “Taxes”) imposed, levied, collected or assessed by Panama, The Bahamas, The Marshall Islands or on behalf of (a) the Grand Duchy of Luxembourg or any other jurisdiction with which xxx Xxxpany political subdivision or any Subsidiary has some connection governmental authority thereof or therein having power to tax, (including b) any jurisdiction (other than the United States of America) from or through which payments under this Agreement, payment on the Notes, any Loan Document, the Guarantee Notes or the Secured Notes are made) Note Guarantees is made by or on behalf of the Payor, or any political subdivision of or governmental authority thereof or therein having the power to tax or (c) any taxing authority other jurisdiction in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," which a Payor is organized, resident or "Other Taxes," respectively). If the Lender, the Company or any Subsidiary Guarantor shall be required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or in respect of any sum payable under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable by the Company or such Subsidiary Guarantor, as the case may be, thereunder shall be increased by the amount ("Additional Amounts") necessary so that after making all required withholdings and deductions, Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction be doing business, or any political subdivision or governmental authority thereof or any taxing authority therein other than having the mere holding power to tax (each jurisdiction described in clauses (a), (b) and (c), a “Relevant Taxing Jurisdiction”), unless the withholding or owning deduction of such Secured NoteTaxes is then required by law or the interpretation or administration thereof. If any deduction or withholding for, being a beneficiary 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 Guarantee Notes or any applicable Subsidiary Guaranteethe Note Guarantees including payments of principal, premium, if any, redemption price or interest, the receipt of any income Payor will pay (together with such payments) such additional amounts (the “Additional Amounts”) (and each reference to principal, premium, redemption price, or payments 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 Secured Notepayments received by each Holder, 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 (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law, and, in including any such 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 deduction or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing withholding from such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded HolderAdditional Amounts), 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 net amount the Holder amounts which would have been received if Panamanian Taxesby each Holder in respect of such payments in the absence of such withholding or deduction; provided, Bahamian Taxeshowever, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect 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 payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that no such Additional Amounts will be payable 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.with respect to:

Additional Amounts. Except to (a) If the extent Company or any Subsidiary Guarantor (or any successor of either), as applicable, is required by law or by the interpretation or administration thereof by the relevant government authority or agency to withhold or deduct any applicable law, regulation law, regulation or governmental policy, any and all payments of, or in respect of the Loan, this Agreement, the Notes, any Loan Document or any Secured Note shall be made free and clear of and without deduction amount for or on account of any and all present or future taxestax, leviesduty, impostslevy, deductionimpost, charges assessment or withholdings other governmental charge (including penalties, interest and all other liabilities with respect thereto related thereto) imposed or levied by Panamaor on behalf of the Cayman Islands, The BahamasLiberia, The Marshall Islands Cyprus or any other jurisdiction with in which xxx Xxxpany the Company or any of its Subsidiary has some connection Guarantors is incorporated or resident for tax purposes or by any authority or agency therein or thereof having power to tax (including any jurisdiction (other than the United States of America) from or through which payments under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) or jurisdiction of incorporation of any political subdivision successor of or any taxing authority in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectively). If the Lender, the Company or any Subsidiary Guarantor shall be Guarantor) (hereinafter "Taxes") from any payment made under or with respect to the Securities or any Subsidiary Guarantee, as applicable, unless the Company or the Subsidiary Guarantors, as applicable, are required by law to withhold or deduct any Panamanian TaxesTaxes by law or by interpretation or administration thereof by the relevant government authority or agency, Bahamian Taxes, MI Taxes, or Other Taxes from or in respect of any sum payable under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable by the Company or such Subsidiary GuarantorGuarantor (or any successor of either), as the case may be, thereunder applicable shall be increased by the amount pay such additional amounts ("Additional Amounts") as may be necessary so that the net amount received by each Holder (including Additional Amounts) after making all required withholdings and deductions, Lender such withholding or any deduction will not be less than the amount the Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received if such Taxes had not such withholdings and deductions been madewithheld or deducted; provided PROVIDED, HOWEVER, that any such sum no Additional Amounts shall not be paid in payable with respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to payments made to a Holder (an "Excluded Holder") in respect of a beneficial owner (i) resulting from which is subject to such Taxes by reason of its being connected with the Cayman Islands, Liberia, Cyprus or any jurisdiction in which the Company or any of its Subsidiary Guarantors is incorporated or resident for tax purposes otherwise than by the mere holding of Securities or the receipt of payments thereunder (or under the related Subsidiary Guarantee), (ii) which presents any Security for payment of principal more than 60 days after the later of (x) the date on which payment first became due and (y) if the full amount payable has not been received by the Trustee on or prior to such due date, the date on which, the full amount payable having been so received, notice to that effect shall have been given to the Holders by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Security for payment on any day during the applicable 60-day period, including the last day of the applicable 60-day period, (iii) which failed to duly and timely comply with a reasonable, timely request of the Company to provide information, documents or other evidence concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection with Cayman Islands, Liberia, Cyprus or any jurisdiction in which the Company or any of its Subsidiary Guarantors is incorporated or resident for tax purposes or any political subdivision or authority thereof, if and to the extent that due and timely compliance with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such Holder but for this clause (iii), (iv) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, (v) which is a fiduciary, a partnership or not the beneficial owner of any payment on a Security or the Subsidiary Guarantees, if and to the extent that any beneficiary or settlor of such fiduciary, any partner in such partnership or the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in payment (as the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (iicase may be) that would not have been imposed but for entitled to receive Additional Amounts with respect to such payment if such beneficiary, settlor, partner or beneficial owner had been the presentation (where presentation is required) Holder of such Secured Note for payment more than 180 days after Security or (vi) any combination of the date such payment became due and payable or was duly provided for, whichever occurs laterforegoing numbered clauses of this proviso. The Lender, the Company or the Subsidiary GuarantorsGuarantors (or any successor of either), as applicable, will also (i) shall make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable law, and, in any such case, the Lender is required to furnish under the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for the amount of (i) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to any Secured Notes, and (ii) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so that the net amount received by such Holder (net of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect 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 payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that such Additional Amounts will be payable 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. Except All payments made by the Issuer under or with respect to the extent required Securities, by the Company under or with respect to the Company Guarantee and by any applicable law, regulation law, regulation Subsidiary Guarantor under or governmental policy, any and all payments of, or in with respect of to its Subsidiary Guarantee (the Loan, this AgreementIssuer, the Notes, Company and any Loan Document or any Secured Note shall such Subsidiary Guarantor being referred to for purposes of this paragraph individually as an "Obligor" and collectively as the "Obligors") will be made free and clear of of, and without withholding or deduction for or on account of of, any and all present or future taxestax, leviesduty, impostslevy, deductionimpost, charges assessment or withholdings and all liabilities with respect thereto other governmental charge imposed or levied by Panamaor on behalf of the Government of Canada or of any province or territory thereof or by any authority or agency therein or thereof having power to tax (or the jurisdiction of incorporation of any successor of any Obligor) (hereunder "Taxes"), The Bahamas, The Marshall Islands unless the applicable Obligor or any other jurisdiction with which xxx Xxxpany or any Subsidiary has some connection (including any jurisdiction (other than the United States of America) from or through which payments under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) or any political subdivision of or any taxing authority in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectively). If the Lender, the Company or any Subsidiary Guarantor shall be required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or in respect of any sum payable under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable by the Company or such Subsidiary Guarantorsuccessor, as the case may be, thereunder shall be increased is required to withhold or deduct Taxes by law or by the interpretation or administration thereof by the relevant governmental authority or agency. If any Obligor or any successor, as the case may be, is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Securities, the Company Guarantee or any Subsidiary Guarantee, such Obligor will pay such additional amounts ("Additional Amounts") as may be necessary so that the net amount received by each Holder (including Additional Amounts) after making all required withholdings and deductions, Lender such withholding or any deduction will not be less than the amount the Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received if such Taxes had not such withholdings and deductions been madewithheld or deducted; provided PROVIDED that any such sum shall not no Additional Amounts will be paid in payable with respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a payment made to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, a beneficial owner (a) with which the Loan, Issuer does not deal at arm's-length (within the Guarantee or any applicable Subsidiary Guarantee or meaning of the enforcement Income Tax Act (Canada)) at the time 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 making 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 (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law, and, in any such case, the Lender is required to furnish under the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for the amount of (i) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to any Secured Notes, and (ii) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so that the net amount received by such Holder (net of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect 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 payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that such Additional Amounts will be payable 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.or

Additional Amounts. Except (a) All payments that the Issuer makes under or with respect to the extent required by any applicable law, regulation law, regulation Notes or governmental policy, any and all payments of, that the Guarantor makes under or in with respect of to the Loan, this Agreement, the Notes, any Loan Document or any Secured Note Guarantee shall be made free and clear of and without withholding or deduction for or on account of any and all present or future taxestax, leviesduty, impostslevy, deductionimpost, charges assessment or withholdings other governmental charge (including, without limitation, penalties, interest and all other similar liabilities with respect thereto related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by Panama, The Bahamas, The Marshall Islands or any other jurisdiction with which xxx Xxxpany or any Subsidiary has some connection on behalf of (including i) any jurisdiction in which the Issuer or the Guarantor is incorporated, organized or otherwise considered to be a resident or maintaining a permanent establishment or doing business for tax purposes or (other than the United States of Americaii) any jurisdiction from or through which payments under this Agreement, the Notes, Issuer makes any Loan Document, payment on the Notes or the Guarantee or the Secured Notes are made) by or within any department or political subdivision thereof or therein having the power to tax (each of or any taxing authority in any such jurisdiction clauses ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectivelyi) and (ii). If , a “Relevant Taxing Jurisdiction”), unless the Lender, the Company or any Subsidiary Guarantor shall be required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or in respect of any sum payable under this Agreement, the Notes, any Loan Document, the Guarantee Issuer or the Secured Notes, the sum payable by the Company or such Subsidiary Guarantor, as the case may be, thereunder shall be increased by the amount ("Additional Amounts") necessary so that after making all required withholdings and deductions, Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) that would not have been imposed but for the presentation (where presentation is required) of such Secured Note for payment more than 180 days after the date such payment became due and payable or was duly provided for, whichever occurs later. The Lender, the Company or the Subsidiary Guarantors, as applicable, will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law, and, in any such 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 withhold or deduct Taxes by law or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Lender, interpretation or administration of law. If the Company Issuer or the Subsidiary Guarantors, as applicable. The Company will, upon written request Guarantor is required to withhold or deduct any amount for or on account of each Holder (other than an Excluded Holder), reimburse each such holder for the amount Taxes of (i) a Relevant Taxing Jurisdiction from any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments payment made under or with respect to any Secured the Notes, and the Issuer or the Guarantor, as the case may be, shall pay additional amounts in cash (ii“Additional Amounts”) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed with respect as may be necessary to any reimbursement under the foregoing clause (i) so ensure that the net amount received by such each 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 withholding or deduction (including withholding or deduction attributable to Additional Amounts payable hereunder) shall not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI such Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under withheld or with respect 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 payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that such Additional Amounts will be payable 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 datededucted.

Additional Amounts. Except All payments made by the Issuer, under or with respect to the extent required by any applicable law, regulation law, regulation or governmental policy, any and all payments of, or in respect of the Loan, this Agreement, the Notes, any Loan Document and by the Guarantor, under or any Secured Note shall with respect to the Parent Guarantee, will be made free and clear of and without withholding or deduction for or on account of any and all present or future taxestax, leviesduty, impostslevy, deductionimpost, charges assessment or withholdings and all liabilities with respect thereto other governmental charge imposed or levied by Panamaor on behalf of the government of Luxembourg, The Bahamas, The Marshall Islands Netherlands or any other jurisdiction with which xxx Xxxpany or any Subsidiary has some connection (including any jurisdiction (other than the United States of America) from or through which payments under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) Poland or any political subdivision of or any taxing authority or agency thereof or therein (including any law or directive of the European Union that has the effect of law in any such jurisdiction Luxembourg, The Netherlands or Poland) (hereinafter "Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectively). If ) unless the Lender, the Company or any Subsidiary Guarantor shall be required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or in respect of any sum payable under this Agreement, the Notes, any Loan Document, the Guarantee Issuer or the Secured Notes, the sum payable by the Company or such Subsidiary Guarantor, as the case may be, thereunder shall be increased by the amount ("Additional Amounts") necessary so that after making all required withholdings and deductions, Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) that would not have been imposed but for the presentation (where presentation is required) of such Secured Note for payment more than 180 days after the date such payment became due and payable or was duly provided for, whichever occurs later. The Lender, the Company or the Subsidiary Guarantors, as applicable, will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law, and, in any such 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 withhold or deduct Taxes by law or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Lender, interpretation or administration thereof. If the Company Issuer or the Subsidiary Guarantors, as applicable. The Company will, upon written request Guarantor is so required to withhold or deduct any amount for or on account of each Holder (other than an Excluded Holder), reimburse each such holder for the amount of (i) Taxes from any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments payment made under or with respect to any Secured Notesthe Notes or the Parent Guarantee, and (ii) any Panamanian Taxesrespectively, Bahamian Taxes, MI Taxes the Issuer or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) Guarantor will pay such Additional Amounts as may be necessary so that the net amount received by such each Holder (net of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guaranteesincluding Additional Amounts) after such reimbursement withholding or deduction will not be less than the net amount the such Holder would have received if Panamanian Taxes, Bahamian Taxes, MI such Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior required to each date on which any payment under be withheld or with respect to deducted; provided, however, that the Secured Notes is due and payable, if the Lender, the Company or the Subsidiary Guarantors, as applicable, will be obligated 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 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 paymentfiduciary, the Lender, the Company a member of such a partnership or the Subsidiary Guarantors, as applicable, will deliver beneficial owner of such payment would not have been entitled to the Trustee an officer's certificate stating the fact that such Additional Amounts will be payable 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 amounts will be payable and Issuer or 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 dateGuarantor is organized or any political subdivision or taxing authority or agency thereof or therein.

Additional Amounts. Except All payments made by the Company under or with respect to the extent required by any applicable law, regulation law, regulation or governmental policy, any and all payments of, or in respect of the Loan, this Agreement, the Notes, any Loan Document or any Secured Note shall Notes will be made free and clear of and without withholding or deduction for or on account of any and all present or future taxestax, leviesduty, impostslevy, deductionimpost, charges assessment or withholdings other governmental charge (including penalties, interest and all other liabilities with respect thereto related to any such tax, duty, levy, impost, assessment or other governmental charge) (collectively, "Taxes") imposed or levied by Panama, The Bahamas, The Marshall Islands or on behalf of the Netherlands or any other jurisdiction with in which xxx Xxxpany the Company is organized or is a resident for tax purposes or by any Subsidiary has some connection (including any jurisdiction (other than the United States of America) from government authority or through which payments under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) or any political subdivision or territory or possession or agency therein or thereof having the power to tax (each, a "Taxing Authority"), unless the Company is required to withhold or deduct Taxes by law or by an interpretation or administration of or any taxing authority in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectively)law. If the Lender, the Company or any Subsidiary Guarantor shall be is required by law to withhold or deduct any Panamanian Taxesamount for or on account of 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, Bahamian Taxes, MI Taxes, from any payment made under or Other Taxes from or in with respect of any sum payable under this Agreement, to the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable by the Company or shall pay such Subsidiary Guarantor, as the case may be, thereunder shall be increased by the amount additional amounts ("Additional Amounts") as may be necessary so that the net amount received by each Holder of Notes after making all required withholdings such withholding or deduction will not be less than the amount the Holder 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 if such Taxes had not such withholdings and deductions been made; provided that any such sum shall not withheld or deducted. However, no Additional Amounts will be paid in payable with respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a payment made to a Holder of Notes or to a third party on behalf of a Holder with respect to (an "Excluded Holder"a) (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) Taxes 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 (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law, and, in any such 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 existence of any Panamanian Taxes, Bahamian Taxes, MI Taxes present or Other Taxes is due pursuant to applicable law, certified copies of former connection between that Holder and the jurisdiction imposing such tax receipts evidencing such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holderthe mere receipt of payment or the ownership or holding outside of the Netherlands of such Note); (b) any estate, reimburse each 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 holder Note; or (d) Taxes that would not have been imposed but for the amount failure 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 net amount the Holder would have received if Panamanian 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, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect to the Secured Notes is due and payable, if the Lender, the Company or the Subsidiary Guarantors, as applicable, ; nor will be obligated to pay Additional Amounts with respect to such payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that such Additional Amounts will be payable 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.paid:

Additional Amounts. Except All payments made by or on behalf of the Issuer under or with respect to the extent required Notes or by or on behalf of any applicable law, regulation law, regulation or governmental policy, any and all payments of, or in respect of the Loan, this Agreement, the Notes, any Loan Document Subsidiary Guarantors under or any Secured Note shall with respect to its Subsidiary Guarantee will be made free and clear of and without withholding or deduction for for, or on account of of, any and all present or future taxestax, leviesduty, impostslevy, deductionimpost, charges assessment or withholdings other governmental charge (including penalties, interest and all other liabilities with respect thereto related thereto) (collectively, “Taxes”) unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by Panama, The Bahamas, The Marshall Islands or on behalf of (1) any other jurisdiction with in which xxx Xxxpany the Issuer or any Subsidiary has some connection Guarantor, is then incorporated, resident or doing business for tax purposes or any department or political subdivision thereof or therein or (including 2) any jurisdiction (other than the United States of America) 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 this Agreementor with respect to the Notes or by or on behalf of any of the Subsidiary Guarantors under or with respect to any Subsidiary Guarantee, including payments of principal, redemption price, purchase price, interest or premium, the Issuer or the relevant Subsidiary Guarantor, as applicable, will pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by each holder after such withholding or deduction (including any such deduction or withholding in respect of such Additional Amounts) will equal the respective amounts which would have been received in respect of such payments in the absence of such withholding or deduction; provided, however, that no 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 Loan Documentsuch 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 Guarantee 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 Secured receipt of any payments with respect to, or enforcement of, the Notes are made) or any political subdivision of or any taxing authority in any Subsidiary Guarantee (such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectivelysum being recoverable from the Issuer as a liquidated sum payable as a debt). If the Lender, the Company Issuer or any Subsidiary Guarantor shall be required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or in respect of any sum payable under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable by the Company or such Subsidiary Guarantor, as the case may be, thereunder shall becomes aware that it will be increased by obligated to pay Additional Amounts with respect to any payment under or with respect to the amount ("Additional Amounts") necessary so that after making all required withholdings and deductions, Lender Notes or any Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee Issuer or the enforcement 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 such Secured Note, that payment (unless 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 obligation to pay Additional Amounts arises after the date such 30th day prior to that payment became due 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 payable or was duly provided for, whichever occurs laterthe amount estimated to be so payable. The Lender, notice must also set forth any other information reasonably necessary to enable the Company Paying Agents to pay Additional Amounts to holders on the relevant payment date. The Issuer or the relevant Subsidiary Guarantors, as applicable, Guarantor will also provide the Trustee with documentation evidencing the payment of Additional Amounts. The Issuer or the relevant Subsidiary Guarantor will make all withholdings and deductions (iwithin the time period and in the minimum amount) make such withholding or deduction required by law and (ii) will remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law, and, in . 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 such case, Taxes so deducted or withheld. The Issuer or the Lender is required relevant Subsidiary Guarantor will furnish to furnish under the Indenture Trustee (or to each Holder on whose behalf an amount was so remitteda holder upon request), within 30 calendar days a reasonable time after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes so deducted or Other Taxes withheld is due pursuant to applicable lawmade, certified copies of tax Tax receipts evidencing such payment by the LenderIssuer 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 Company 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 GuarantorsGuarantee, as such mention shall be deemed to include the payment of Additional Amounts, if applicable. The Company willabove obligations will survive any termination, upon written request defeasance or discharge of each Holder (other than an Excluded Holder)the Indenture and will apply, reimburse each such holder for the amount of (i) any Panamanian Taxesmutatis mutandis, 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 Notesjurisdiction in which any successor Person to the Issuer or any Subsidiary Guarantor is incorporated, and (ii) or resident or doing business for tax purposes or any Panamanian Taxes, Bahamian Taxes, MI Taxes jurisdiction from 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 net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on through which any payment under or with respect to on the Secured Notes is due made by or on behalf of such person (or any Subsidiary Guarantee) and payable, if the Lender, the Company any department or the Subsidiary Guarantors, as applicable, will be obligated to pay Additional Amounts with respect to such payment, the Lender, the Company political subdivision thereof or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that such Additional Amounts will be payable 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 datetherein.

Additional Amounts. Except to the extent required All payments and deliveries made by any applicable law, regulation law, regulation or governmental policy, any and all payments of, or in respect of the Loan, this Agreement, the Notes, any Loan Document or any Secured Note shall be made free and clear of and without deduction for or on account behalf of any and all present or future taxes, levies, imposts, deduction, charges or withholdings and all liabilities with respect thereto imposed by Panama, The Bahamas, The Marshall Islands or any other jurisdiction with which xxx Xxxpany or any Subsidiary has some connection (including any jurisdiction (other than the United States of America) from or through which payments under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) or any political subdivision of or any taxing authority in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectively). If the Lender, the Company or any Subsidiary Guarantor shall be required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI TaxesGuarantor, or Other Taxes from or in respect of any sum payable under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable by successor to the Company or such Subsidiary any Guarantor, as the case may be, thereunder shall be increased by the amount ("Additional Amounts") necessary so that after making all required withholdings and deductions, Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) that would not have been imposed but for the presentation (where presentation is required) of such Secured Note for payment more than 180 days after the date such payment became due and payable or was duly provided for, whichever occurs later. The Lender, the Company or the Subsidiary Guarantors, as applicable, will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law, and, in any such case, the Lender is required to furnish under the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for the amount of (i) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to any Secured NotesNote or Note Guarantee, including, but not limited to, payments of principal (including the 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 (iitogether with any Interest Make-Whole Payment or Interest Make-Whole Premium) upon exchange and any payments under any Note Guarantee pursuant to Article 16, shall be made without withholding or deduction for, or on account of, any 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 (1) the United States, the U.K. or Luxembourg (or, in each case, any political subdivision or taxing authority thereof or therein), (2) any Panamanian Taxesjurisdiction (or any political subdivision or taxing authority thereof or therein) in which the Company or any Guarantor or any of their successors are, Bahamian Taxesfor tax purposes, MI Taxes incorporated, organized or Other Taxes resident or doing business or (3) any jurisdiction (or any political subdivision or taxing authority thereof or therein) through which payment is made (each of (1), (2) and (3), as applicable, a “Relevant Taxing Jurisdiction”), unless such withholding or deduction is required by law. In the event that any such withholding or deduction is so levied required by law, the Company or imposed with respect the relevant Guarantor, as appropriate, shall pay to any reimbursement under the foregoing clause Holder of each Note such additional amounts (ithe “Additional Amounts”) so as may be necessary to ensure 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) beneficial owner after such reimbursement withholding or deduction (and after deducting any Applicable Taxes on the Additional Amounts) will not be less than equal the net amount the Holder that would have been received if Panamanian Taxes, Bahamian Taxes, MI Taxes by such beneficial owner had no such withholding or Other Taxes on such reimbursement had not deduction been imposed. At least 30 calendar days prior to each date on which any payment under or with respect 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 payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact required; provided that such Additional Amounts will be payable and the no 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.payable:

Additional Amounts. Except to the extent required by any applicable law, regulation law, regulation or governmental policy, any and all (a) All payments of, or in respect of the LoanNotes made by or on behalf of the Issuers, this Agreementa Guarantor, the Notes, any Loan Document or any Secured Note successor person to the Issuers or any Guarantor (each a "Successor Person") (each a "Payer"), shall be made free and clear of and without withholding or deduction for for, or on account of of, any and all present or future taxes, duties, levies, imposts, deductionassessments or other governmental charges (including, charges without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature, (collectively, "Taxes") imposed or withholdings and all liabilities with respect thereto imposed levied by Panama, The Bahamas, The Marshall Islands or on behalf of any jurisdiction or any other jurisdiction with which xxx Xxxpany political subdivision or any Subsidiary has some connection (including any jurisdiction (other than governmental authority thereof or therein having the United States of America) power to tax where such Payer is incorporated, organized or otherwise resident for tax purposes or from or through which payments under this Agreement, the Notes, any Loan Document, Payer makes a payment on the Notes or its Guarantee or by the Secured Notes are madeKingdom of Spain (and any subdivision or governmental authority thereof or therein) (each, a "Relevant Taxing Jurisdiction"), unless the withholding or any political subdivision deduction of or any taxing authority in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectively)Taxes is then required by law. If the Lender, the Company or any Subsidiary Guarantor shall be Payer is required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxesamount for, or Other on account of, Taxes imposed or levied on behalf of a Relevant Taxing Jurisdiction from any payment made under or in with respect of any sum payable under this Agreement, to the Notes, any Loan Document, the Guarantee or Payer shall pay such additional amounts (in the Secured Notes, the sum payable by the Company or such Subsidiary Guarantor, as form of (i) in the case may beof PIK Interest, thereunder shall be increased by the amount additional PIK Interest, and (ii) in other cases, cash) ("Additional Amounts") as may be necessary so that after making all required withholdings and deductions, Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) that would not have been imposed but for the presentation (where presentation is required) of such Secured Note for payment more than 180 days after the date such payment became due and payable or was duly provided for, whichever occurs later. The Lender, the Company or the Subsidiary Guarantors, as applicable, will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law, and, in any such case, the Lender is required to furnish under the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for the amount of (i) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to any Secured Notes, and (ii) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so ensure that the net amount received by such Holder each holder of the Notes (net of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guaranteesincluding Additional Amounts) after such reimbursement will withholding or deduction has been made shall be not be less than the net amount the Holder holder would have received if Panamanian Taxes, Bahamian Taxes, MI such Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior required to each date on which any payment under be withheld or with respect 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 payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that such Additional Amounts will be payable 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 datededucted.

Additional Amounts. Except to All payments made by or on behalf of the extent required by Company, the Subsidiary Guarantor or any applicable lawsuccessor thereto (each, regulation law, regulation or governmental policy, any and all payments ofa “Payor”) under, or in with respect of the Loan, this Agreementto, the Notes, any Loan Document Notes or any Secured the Note shall Guarantee will be made free and clear of and without withholding or deduction for or on account of any and all present or future taxestax, leviesduty, impostslevy, deductionimpost, charges assessment or withholdings other governmental charge (including penalties, interest and all other liabilities with respect thereto imposed related thereto) (collectively, “Taxes”) imposed, levied, collected or assessed by Panama, The Bahamas, The Marshall Islands or on behalf of (1) the Grand Duchy of Luxembourg or any other jurisdiction with which xxx Xxxpany political subdivision or any Subsidiary has some connection governmental authority thereof or therein having power to tax, (including 2) any jurisdiction (other than the United States of America) from or through which payments under this Agreement, payment on the Notes, any Loan Document, the Guarantee Notes or the Secured Notes are made) Note Guarantee is made by or on behalf of the Payor, or any political subdivision of or governmental authority thereof or therein having the power to tax or (3) any taxing authority other jurisdiction in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," which a Payor is organized, resident or "Other Taxes," respectively). If the Lender, the Company or any Subsidiary Guarantor shall be required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or in respect of any sum payable under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable by the Company or such Subsidiary Guarantor, as the case may be, thereunder shall be increased by the amount ("Additional Amounts") necessary so that after making all required withholdings and deductions, Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction be doing business, or any political subdivision or governmental authority thereof or any taxing authority therein other than having the mere holding power to tax (each jurisdiction described in clauses (1), (2) and (3), a “Relevant Taxing Jurisdiction”), unless the withholding or owning deduction of such Secured NoteTaxes is then required by law or the interpretation or administration thereof. If any deduction or withholding for, being a beneficiary 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 Notes or the Note Guarantee including payments of principal, premium, if any, redemption price or any applicable Subsidiary Guaranteeinterest, the receipt of any income or payments 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 Secured Notepayments received by each Holder, 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 (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law, and, in including any such 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 deduction or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing withholding from such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded HolderAdditional Amounts), 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 net amount the Holder amounts which would have been received if Panamanian Taxesby each Holder in respect of such payments in the absence of such withholding or deduction; provided, Bahamian Taxeshowever, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect 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 payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that no such Additional Amounts will be payable 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.with respect to:

Additional Amounts. Except Any payments made by the Guarantor under or with respect to the extent required by any applicable law, regulation law, regulation or governmental policy, any and all payments of, or in respect of Securities pursuant to the Loan, this Agreement, the Notes, any Loan Document or any Secured Note shall Security Guarantee will be made free and clear of and without withholding or deduction for or on account of any and all present or future taxestax, leviesduty, impostslevy, deductionimpost, charges assessment or withholdings and all liabilities with respect thereto imposed by Panama, The Bahamas, The Marshall Islands or any other jurisdiction with which xxx Xxxpany or any Subsidiary has some connection governmental charge (including penalties, interest and other liabilities related thereto) imposed or levied by or on behalf of the Government of the Republic of Argentina or of any jurisdiction subdivision, province or territory thereof or by any authority or agency therein or thereof having power to tax (other than hereinafter "Taxes"), unless the United States of America) from Guarantor is required to withhold or through which payments under this Agreement, deduct Taxes by law or by the Notes, any Loan Document, the Guarantee interpretation or the Secured Notes are made) or any political subdivision of or any taxing authority in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectively)administration thereof. If the Lender, the Company or any Subsidiary Guarantor shall be is required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, amount for or Other on account of Taxes from any payment made under or in with respect of any sum payable under this Agreementto the Security Guarantee, the NotesGuarantor will, on or prior to the due date for the payment thereof, pay any Loan Documentsuch Taxes to the appropriate governmental authority, the Guarantee or the Secured Notes, the sum payable by the Company or and will pay such Subsidiary Guarantor, as the case may be, thereunder shall be increased by the amount additional amounts ("Additional Amounts") necessary as may be necessary, so that the net amount received by each Holder of Securities (including Additional Amounts) after making all required withholdings and deductions, Lender such withholding or any deduction will not be less than the amount such Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received if such Taxes had not such withholdings and deductions been madewithheld or deducted; provided provided, however, that any such sum shall not no Additional Amounts will be paid in payable with respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a payment made to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner who is liable for taxes or duties in respect of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or Security by reason of its having any other some connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein Argentina other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee Security or any applicable Subsidiary Guarantee, the receipt of any income principal or payments interest in respect thereof; (ii) in respect of such Secured Noteany estate, the Loaninheritance, the Guarantee gift, sales, transfer or personal property tax or any applicable Subsidiary Guarantee similar tax, assessment or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, governmental charge; or (iiiii) that 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 presentation (where presentation is required) nationality, residence or identity of the Holder or beneficial owner of such Secured Note for payment more than 180 days after the date Security, if such payment became due and payable compliance is required by statute or was duly provided forby 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, whichever occurs laterassessment or other governmental charge. The Lender, the Company or the Subsidiary Guarantors, as applicable, will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law, and, in any such case, the Lender is required to furnish under the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company Guarantor will, upon written request of each any Holder (other than an Excluded Holder), reimburse each such holder 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, the Securities 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) ), but excluding any such Taxes on such Holder's net income 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 net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect to the Secured Notes Securities is due and payable, if the Lender, the Company or the Subsidiary Guarantors, as applicable, Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, Guarantor will deliver to the relevant Trustee and Paying Agents an officer's certificate 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 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. Except to ‌ All payments made by or on behalf of the extent required by Company, the Subsidiary Guarantors or any applicable lawsuccessor thereto (each, regulation law, regulation or governmental policy, any and all payments ofa “Payor”) under, or in with respect of the Loan, this Agreementto, the Notes, any Loan Document Notes or any Secured the Note shall Guarantees will be made free and clear of and without withholding or deduction for or on account of any and all present or future taxestax, leviesduty, impostslevy, deductionimpost, charges assessment or withholdings other governmental charge (including penalties, interest and all other liabilities with respect thereto imposed related thereto) (collectively, “Taxes”) imposed, levied, collected or assessed by Panama, The Bahamas, The Marshall Islands or on behalf of (a) the Grand Duchy of Luxembourg or any other jurisdiction with which xxx Xxxpany political subdivision or any Subsidiary has some connection governmental authority thereof or therein having power to tax, (including b) any jurisdiction (other than the United States of America) from or through which payments under this Agreement, payment on the Notes, any Loan Document, the Guarantee Notes or the Secured Notes are made) Note Guarantees is made by or on behalf of the Payor, or any political subdivision of or governmental authority thereof or therein having the power to tax or (c) any taxing authority other jurisdiction in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," which a Payor is organized, resident or "Other Taxes," respectively). If the Lender, the Company or any Subsidiary Guarantor shall be required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or in respect of any sum payable under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable by the Company or such Subsidiary Guarantor, as the case may be, thereunder shall be increased by the amount ("Additional Amounts") necessary so that after making all required withholdings and deductions, Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction be doing business, or any political subdivision or governmental authority thereof or any taxing authority therein other than having the mere holding power to tax (each jurisdiction described in clauses (a), (b) and (c), a “Relevant Taxing Jurisdiction”), unless the withholding or owning deduction of such Secured NoteTaxes is then required by law or the interpretation or administration thereof.‌‌ If any deduction or withholding for, being a beneficiary 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 Guarantee Notes or any applicable Subsidiary Guaranteethe Note Guarantees including payments of principal, premium, if any, redemption price or interest, the receipt of any income Payor will pay (together with such payments) such additional amounts (the “Additional Amounts”) (and each reference to principal, premium, redemption price, or payments 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 Secured Notepayments received by each Holder, 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 (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law, and, in including any such 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 deduction or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing withholding from such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded HolderAdditional Amounts), 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 net amount the Holder amounts which would have been received if Panamanian Taxesby each Holder in respect of such payments in the absence of such withholding or deduction; provided, Bahamian Taxeshowever, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect 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 payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that no such Additional Amounts will be payable 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.with respect to: